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HomeMy WebLinkAbout2017 04 10 Consent 301 Land Exchange and Right of Way Use Agreements - Cross Seminole TrailCOMMISSION AGENDA ITEM 301 REQUEST: Informational Consent X Public Hearings Regular April 10, 2017 KS KL Regular Meeting City Manager Department Public Works Department requests the City Commission Approve the Land Exchange Agreement with the State which swaps the Phillips donated property along SR 419 with the trail right of way needed to construct Magnolia Park. Additionally, authorization is sought to allow the City Attorney to proceed with a Right of Way Use Agreement allowing the State to construct the Cross Seminole Trail in the unimproved City right of way from SR 419 to Old Sanford Oviedo Road. SYNOPSIS: The completion of the Cross Seminole Trail missing link is dependent upon acquiring trail right of way adjacent to SR 419. Approval of the land exchange and right of way use agreements is a necessary step to facilitate that conveyance to the State for trail construction. CONSIDERATIONS: This agenda item is needed to complete a portion of the necessary documentation required by the State for the Cross Seminole Trail missing link land exchange to be scheduled for consideration by the Governor and Cabinet. The land exchange is defined as the 27' wide parcels along SR 419 (Parcel One - 1.36 acres + / -) that Mr. Phillips is donating to the City who will then exchange to the State for the City to receive a 0.44 acre parcel from the State needed to construct Magnolia Park (Parcel Two) as well as a 0.1 acre parcel from the State (Parcel Three) that will subsequently be conveyed to Mr. Phillips to align his eastern property line for wall construction. The City is accepting the donation of the Phillips property (Parcel One) as a mechanism to Consent 301 PAGE 1 OF 3 - April 10, 2017 offset the acquisition costs of the Magnolia Park property (Parcel Two). Previous appraisals valued the parcels at: Parcel One (Phillips) $140,000 Parcel Two (Magnolia Park) $106,000 Parcel Three (Nub) $14,500 As long as the net benefit to the State is positive no additional funds for acquisition are required. The appraisals are required to be less than one year old so all appraisals are in the process of being updated although no significant changes are expected. The Land Exchange Agreement will be modified to reflect the updated appraisal values as well as any changes to the parcel legal descriptions. Level 1 and Level 2 Environmental Site Assessments were completed on Parcel One and no action is being required by the State. Staff is working with Mr. Phillips to initiate the transfer of Parcel One although the deed conveyance is not required to be in hand for the property swap to be considered by the Board of Trustees of the Internal Improvement Trust (Governor and Cabinet). The City also needs to provide an agreement or easement to the State for the trail to be constructed in unimproved City right of way along the western end of the industrial park as depicted in the attached exhibit. Although the City right of way was originally proposed to be swapped for the Magnolia Park property (Parcel Two), the State rejected this option due to the right way being created via a plat and no warranty deed was ever recorded conveying fee simple title to the City. However, the attorneys for both parties agreed the right of way use agreement was an acceptable solution to get the trail built. The right of way use agreement would address; City retaining ownership of the right of way, trail construction, trail maintenance, existing City owned infrastructure in the right of way (water, sewer, stormwater and fiber optic) and any other issues deemed appropriate by either party. A draft agreement has not been received from the State yet but no substantial deviations to these issues is expected. If there are substantial changes beyond this discussion, the item will be brought back for Commission consideration. The only remaining issue needing to be addressed prior to scheduling this issue for Governor and Cabinet approval (aside from the previously mentioned items) is the trail easement at Layer Elementary also depicted in the attachment. The County and SCSB are working to finalize the easement but it has not occurred yet. Once all documents are deemed ready for approval, they will be scheduled for the next available Governor and Cabinet meeting. Closing should occur within 90 to 120 days after approval. FISCAL IMPACT: The only fiscal impacts associated with this agenda item are the appraisal update for Parcel Two ($2,400). Closing costs for Parcel Two boundary survey, Parcel One title insurance, doc stamps, etc. are estimated at $12,000 which will be funded from the Magnolia Park project fund (301). COMMUNICATION EFFORTS: Consent 301 PAGE 2 OF 3 - April 10, 2017 This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas /Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at six (6) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: Staff recommends the City Commission approve the Land Exchange Agreement with the State which swaps the Phillips donated property along SR 419 with the trail right of way needed to construct Magnolia Park, approve a Right of Way Use Agreement allowing the State to construct the Cross Seminole Trail in the unimproved City right of way from SR 419 to Old Sanford Oviedo Road, and authorize the City Attorney and City Manager to prepare and execute any and all applicable documents. ATTACHMENTS: 1. Land Exchange Agreement (12 pages) 2. Location Aerial - Parcels One and Three (1 page) 3. Location Aerial - Parcel Two (1 page) Consent 301 PAGE 3 OF 3 - April 10, 2017 Attachment No. 1 Project: CITY OF WINTER SPRINGSBOT EXCHANGE (Form Revised 08/19/10) BLA -104 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT ( "Agreement ") is made this day of , 20 , between, CITY OF WINTER SPRINGS, a Florida municipal corporation ( "First Parry "), whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ( "Second Party" or `Trustees "), whose address is 3900 Commonwealth Blvd., Mail Station 115, Tallahassee, Florida 32399 - 3000. Second Party's agent in all matters shall be the Division of State Lands of the State of Florida Department of Environmental Protection ( "DSL "). In consideration of the mutual promises set out below, the parties agree as follows: 1. PROPERTY TO BE EXCHANGED. First Party agrees to convey to Second Party the real property owned by First Party located in Seminole County, Florida, more fully described in Exhibit A ( "Parcel One "). Second Party agrees to convey to First Party the real property owned by Second Party located in Seminole County, Florida, more fully described in Exhibit B ( "Parcel Two ") and Exhibit C ("Parcel Three) . Both parcels include all improvements, easements, appurtenances and hereditaments pertaining to the property. 2.A. VALUATION OF PARCEL ONE. For parties agree to a value for Parcel One of OIN ($140,000.00), subject always to adjustment as fc One as agreed to hereinabove exceeds the maxin 253.025, Florida Statutes, or Section 259.041, F parties agree to a value of Parcel One equal to the be further adjusted under other provisions of this A 2.13. VALUATION O parties agree to a value ($106,000.00). 2.C. VALUATION Ol parties agree to a value for ($14,500.00)',. 2.D. SETTLEMENT OF A DIF Parcel One, as adjusted (if any adju Two and Parcel Three as set forth in For pur if ONE For of the :exchange to be effected under this Agreement, the RED FORTY THOUSAND AND NO /100 DOLLARS prior to closing, DSL determines that the value of Parcel of Parcel One as determined in accordance with Section tutes, as applicable, ( "DSL Approved Value "), then the roved Value of Parcel One. The value of Parcel One may the exchange to be effected under this Agreement, the RED SIX THOUSAND AND NO /100 DOLLARS exchange to be effected under this Agreement, the ND FIVE HUNDRED AND NO /100 DOLLARS JCE IN VALUE. Settlement of a difference in value between the value of is made as provided for in paragraph 2.A., above) and the value of Parcel tphs 2.13 and 2C., above, shall be made in the following manner: (1). If at closing the value of Parcel One as set forth in paragraph 2.A., above, as adjusted (if any adjustment is made), is more than the total value of Parcel Two and Parcel Three as set forth in paragraph 2.13. and 2.C., above, for the purposes of the exchange to be effected under this Agreement the value of Parcel One will be reduced to the total value of Parcel Two and Parcel Three as set forth in paragraph 2.13. and 2C. above, and no monetary consideration shall be paid by Second Parry. (2). If the value of Parcel One as set forth in paragraph 2.A., above, as adjusted (if any adjustment is made), is less than the total value of Parcel Two and Parcel Three as set forth in paragraph 2.13. and 2.C., above, First Parry will pay to Second Parry at closing an amount equal to the difference in the total value of Parcel Two and Parcel Three, as set out in paragraph 2.13. and 2.C., above, and the value of Parcel One, as set out in paragraph 2.A., above, as adjusted (if any adjustment is made) BLA -104, Revised 05111115 3.A. ENVIRONMENTAL SITE ASSESSMENT (ESA). First Parry shall at Second Party's request and at First Parry's sole cost and expense and within 45 days of Second Party's execution of this Agreement furnish to DSL an environmental site assessment of Parcel One that meets the standards and requirements of DSL. The cost and expense of the ESA shall be paid by the First Party even if this Agreement does not close. First Party shall use the services of an environmental consultant currently under contract with the State of Florida Department of Environmental Protection to determine the existence and extent, if any, of Hazardous Materials on Parcel One. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 3.13.). The environmental site assessment shall be certified to Second Parry and the date of certification shall be within 180 days before the date of closing, unless this 180 day time period is waived by DSL. 3.13. HAZARDOUS MATERIALS. If the environmental site assessment provided for in paragraph 3.A. confirms the presence of Hazardous Materials on Parcel One, either party, at its sole option, may elect to terminate this Agreement and neither parry shall have any further obligations under this Agreement. Should neither parry elect to terminate this Agreement, First Parry shall, at First Party's sole cost and expense and prior to closing, promptly commence and diligently pursue any assessment, clean up and monitoring of Parcel One necessary to bring Parcel One into full compliance with Environmental Law to DSL's satisfaction, in its sole discretion. "Environmental Law" means all federal, state and local laws, including statutes, regulations, ordinances, codes, rules, judgments, orders, decrees, pennits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the protection of the environment or human health, welfare or safety, or to the emission, discharge, seepage, release or threatened release of any contaminant, chemical, waste, irritant, petroleum product, waste product, radioactive material, flammable or corrosive substance, explosive, polychlorinated biphenyl, asbestos, hazardous or toxic substance, material or waste of any kind into the environment, including, without limitation, ambient air, surface water, ground water, or land including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource and Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response„ Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act of 1986, Chapters 161, 253,, 373, 376 and 403, Florida Statutes, Rules of the U.S. Environmental Protection Agency, Rules of the State of Florida Department of Environmental Protection, and the rules of the Florida water management districts now or at any time hereafter' in effect. If Hazardous Materials placed on Parcel One prior to closing are discovered after closing, First Party shall remain obligated hereunder, with such obligation to survive the closing and delivery and 'recording of the deed described in paragraph 7. of this Agreement and Second Parry's possession of Parcel One, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Law, without institutional or engineering controls. and at First Party's sole cost and expense. Further, if neither party elects to terminate this Agreement as provided above, First Party shall indemnify and save harmless and defend Second Party, its officers, servants, agents and employees from and against any and all claims, suits, actions, damages, liabilities,' expenditures or causes of action of whatsoever kind arising from Hazardous Materials placed on Parcel One prior to closing whether the Hazardous Materials are discovered prior to or after closing. First Party shall defend, at First Party's sole cost and expense, any legal action, claim or proceeding instituted by any person against Second Party as a result of any claim, suit, or cause of action for injuries to body, life, limb or property for which Hazardous Materials placed on Parcel One prior to closing are alleged to be a contributing legal cause. First Party shall save Second Party harmless from and against all judgments, orders, decrees, attorney's fees, costs, expenses and liabilities in and about any such claim, suit, investigation or defense thereof, that may be entered, incurred or assessed as a result of the foregoing. The limitation herein on First Party's contractual obligation to indemnify Second Party as specified in this paragraph 3.13. shall not be construed to limit First Parry's legal liability under any Environmental Law for Hazardous Materials located on Parcel One or to limit Second Parry's legal and equitable remedies against First Parry under any Environmental Law for Hazardous Materials located on Parcel One. 4. SURVEY. First Party shall no later than 45 days prior to closing obtain at First Party's sole cost and expense and deliver to Second Parry a current boundary survey of Parcel One meeting the standards and requirements of DSL and prepared by a professional surveyor and mapper licensed by the State of Florida ( "Survey "). It is First Parry's responsibility to ensure that the surveyor and mapper contacts the Bureau of Survey BLA -104, Revised 05/11/15 and Mapping in DSL prior to the commencement of the Survey regarding DSL's standards and requirements. The Survey shall be certified to Second Parry and the title insurer for purposes of deleting the standard exceptions for survey matters and easements or claims of easements not shown by the public records from the owner's title policy. The Survey shall be certified within 90 days before the date of closing unless this 90 day time period is waived by DSL and by the title insurer. If the Survey shows any reduction in acreage from the appraised acreage of Parcel One, any encroachment on Parcel One, or that improvements intended to be located on Parcel One encroach on the land of others, the same shall be treated as a title defect. First Party shall at Second Parry's request and at First Parry's sole cost and expense and no later than 45 days prior to closing obtain at First Party's sole cost and expense and deliver to Second Parry a current boundary survey of Parcel Two and Parcel Three meeting the standards and requirements of DSL and prepared by a professional surveyor and mapper licensed by the State of Florida ( "Survey "). It is First Party's responsibility to ensure that the surveyor and mapper contacts the Bureau of Survey and Mapping in DSL prior to the commencement of the Survey regarding DSL's standards and requirements. The Survey shall be certified to Second Parry and shall be certified within 90 days before the date of closing unless this 90 day time Period is waived by DSL. 5. TITLE INSURANCE. First Parry shall at First Parry's sole cost and expense and within 30 days of Second Party's execution of this Agreement furnish to DSL a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B" with Florida revisions) from a title insurance company currently under contract with the State of Florida Department of Environmental Protection insuring marketable title of Second Parry to Parcel One in an amount equal to the value of Parcel One as set forth in Paragraph 2.A., above, as adjusted (if any adjustment is made). First Parry shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of easements, and (e) unrecorded' mechanics' liens. The cost and expense of the title insurance commitment shall be paid by the First Party even if this Agreement does not close. 6. DEFECTS IN TITLE. title to Parcel One. First Part, therefor, including the bringing said time, Second Parry shall hr Parcel One, (b) extend the am( affected portion of Parcel One value of Parcel One for the ac thereupon releasing the parties First Parry shall, within in agrees to use diligent of ©f necessary suits. If Fir ,e the option to either: (a) mt of time within which' nd reduce the value of Pr diligent effort to remove the title Agreement shall apply. (90) days after notice from DSL, remove all defects in Lo correct the defects in title within the time provided uty is unsuccessful in removing the title defects within pt the title as it then is with no reduction in the value of Parry may remove the defects in title, (c) cut out the One by an amount equal to the product of the per -acre � the acreage cut out, or (d) terminate this Agreement, ins under this Agreement. If First Parry fails to make a in default and the provisions of paragraph 16. of this 6.1. INSPECTION PERIOD FOR PARCEL TWO AND PARCEL THREE AND RIGHT TO CANCEL. First Parry shall have 60 days from Second Party's execution of this Agreement (the "inspection period ") within which to have such inspections of Parcel Two and Parcel Three performed as First Parry shall desire. First parry shall be responsible for prompt payment for such inspections and repair of damage to and restoration of Parcel Two and Parcel Three resulting from such inspections. This provision shall survive termination of this Exchange Agreement. If First Parry determines, in First Party's sole discretion, that Parcel Two or Parcel Three is not acceptable to First Parry, First Parry may cancel this Exchange Agreement by delivering written notice of such election to Second Parry on or before expiration of the inspection period, and the parties shall be released of all further obligations under the provisions of this Exchange Agreement except as provided in this paragraph 6.1. Unless First Parry exercises the right to cancel granted herein, First Parry accepts Parcel Two and Parcel Three in its present physical condition, subject to any violation of governmental building, environmental, and safety codes, restrictions, or requirements, and subject to easements, reservations, restrictions and other interests of record or that may have been disclosed by a survey of Parcel Two and Parcel Three. Second Parry extends and intends no warranties or representations concerning Parcel Two and Parcel Three. 7. INTERESTS CONVEYED. At closing, First Parry shall execute and deliver to Second Parry a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to Parcel One in fee simple free and clear of all liens, reservations, restrictions, easements, leases, tenancies and other encumbrances, except those that are acceptable encumbrances in the opinion of Second Parry and except those that do not impair the BLA -104, Revised 05/11/15 marketability of the title to Parcel One. At closing, Second Parry will execute and deliver to First Parry a quitclaim deed for Parcel Two and Parcel Three subject to easements, reservations, restrictions and other interests of record. Second Parry extends and intends no representations or wan-antics of any kind regarding Parcel Two and Parcel Three. First Party acknowledges that Second Party's conveyance shall be in "as is" condition. Neither party shall reserve any phosphate, minerals, metals or petroleum interests. 8. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, First Party shall submit to Second Party a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23, 375.031(1) and 380.08(2), Florida Statutes. Second Parry shall prepare the deeds described in paragraph 7. of this Agreement, Second Party's and First Parry's closing statements and the title, possession and lien affidavit for Parcel One certified to Second Party and title insurer and an environmental affidavit for Parcel One on DSL forms provided by DSL. 9. DSL'S REVIEW FOR CLOSING. DSL will approve or Agreement. First Party will have 30 days thereafter to remove and timely deliver any item or DSL rejects any item after delivery, Se date. 10. EXPENSES. First Party will pay the documents with this transaction, except as otherwise specified in this the deeds required by paragraph 7. of this Agreement and to assure good and marketable title to Parcel One. 11. TAXES AND ASSESSMENTS. At clo,. record that are or that may become a lien against I January 1 and November 1, First Parry shall, in acc the county tax collector an amount equal to the e assessment and millage rates on Parcel One. If Se First Parry shall pay to the county tax collector an payable by the county tax collector. 12. CLOSING PLACE AND DATE. The closing this Agreement. if a defect exists in the title, title eom One, or in any other documents required to be provided shall occur either on the original closing date or withir whichever is later. Second Party shall set the date. time item provided by First Party under this oy rejected items. If First Parry fails to may in its discretion extend the closing stamp tax and all other taxes or costs associated . First Parry shall also pay the cost of recording ;cordable instruments that DSL deems necessary First Party shall satisfy all real estate taxes and assessments of One. If Second Party acquires fee title to Parcel One between ice with Section 196.295, Florida Statutes, place in escrow with t taxes prorated to the date of transfer, based upon the current [ Parry acquires fee title to Parcel One on or after November 1, ant equal to the taxes that are determined to be legally due and on or before 120 days after Second Parry's approval of Survey or environmental site assessment as to Parcel feted and executed by First Parry, however, the closing after receipt of documentation removing the defects, of closing. 13. RISK OF LOSS AND CONDITION OF PARCELS. Each parry assumes all risk of loss or damage to that parry's parcel prior to the date of closing and agrees that each parry's parcel shall be transferred and conveyed to the other parry in the same or essentially the same condition as of the date of execution of this Agreement, ordinary wear and tear excepted. If between the date this Agreement is executed by the parties and the date of closing the condition of either parcel as it existed on the date this Agreement is altered by an act of God or other natural force beyond the control of the parties, the party who is to receive the altered parcel may elect, at said recipient's sole option, to terminate this Agreement and neither `parry shall have any further obligations under this Agreement. First Parry represents and warrants that there are no parties other than the First Parry in occupancy or possession of any part of Parcel One. First Parry warrants that there are no facts known to First Party materially affecting the value of Parcel One that are not readily observable by Second Parry or which have not been disclosed to Second Parry. All wells located on Parcel One shall be duly abandoned at the First Party's sole cost and expense prior to closing unless this requirement is waived by DSL in writing. First Party warrants that any billboards on Parcel One shall be removed prior to closing. First Party agrees to clean up and remove all abandoned personal property, refuse, garbage, junk, rubbish, trash and debris (hereafter, "trash and debris ") from Parcel One to the satisfaction of DSL prior to closing. If First Parry does not remove all trash and debris from Parcel One prior to closing, Second Party, at its sole option, may elect to: (a) BLA -104, Revised 05/11/15 collect from First Parry the estimated expense necessary to remove trash and debris from Parcel One and proceed to close, with the Second Party incurring any additional expenses necessary to remove all trash and debris and clean up of Parcel One subsequent to closing, (b) extend the amount of time First Party has to remove all trash and debris from Parcel One, or (c) terminate this Agreement, and neither party shall have any further obligations under the Agreement. 14. RIGHT TO ENTER AND POSSESSION. Each parry agrees that from the date this Agreement is executed by the parties, officers, attorneys and duly authorized agents of each party, upon reasonable notice, shall have at all times the right and privilege of entering the other party's parcel for all lawful purposes in connection with the this Agreement. Each parry shall deliver possession of that parry's parcel to the other party at closing. 15. ACCESS. First Party warrants that there is legal and practical ingress and egress for Parcel One over public roads or valid, recorded easements for the use and benefit of and as an appurtenance to Parcel One. 16. DEFAULT. If First Party defaults under this Ag_ closing, seek specific performance, or refuse to close and waiving any action for damages or any other remedy perm 17. BROKERS. First Parry warrants that no pe estate commission or other fees as a result of this Agr the disclosure statement required in paragraph 8. First and all such claims, whether disclosed or undisclosed. 18. RECORDING. This Agreement, or counties. 19. ASSIGNMENT. This Agreement may 20. TIME. Time is of essence with regard to 21. SEVERABIL,ITY.'If any of the provisi unenforceability of said provisions does not advf Party's sole discretion, the enforceability of the re 22. respective heirs, legal represent gender shall include all genders. it, ,Second Parry may waive the default and proceed to o receive the return of any money paid, each without , law or in equity resulting from First Party's default. s, corporations or other entities are entitled to a real subsequent closing, except as accurately disclosed on l indemnify and hold Second Party harmless from any f it, may be recorded by Second Parry in the appropriate county e assigned without the prior written consent of the other party dates or times set forth in this Agreement. of this Agreement are deemed to be unenforceable and the ,ly affect the purpose and intent of this Agreement, in Second imng provisions of this Agreement shall not be affected. nd and inure to the benefit of the parties and their used, the singular shall include the plural and one 23. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties. Notwithstanding the foregoing, the parties acknowledge that the legal description contained in Exhibit "A" was prepared based upon historic chain of title information, without the benefit of a current survey of Parcel One. The parties agree that if, in the opinion of DSL, it becomes necessary to amend the legal description of Parcel One to correct errors, to more properly describe the parcel, to cut out portions of the parcel affected by title defects unacceptable to Second Parry or that cannot be timely removed by the First Parry, or to otherwise revise the legal description of Parcel One, the legal description to be used in the Survey (if any) and in the closing instruments required by this Agreement for Parcel One shall be revised by or at the direction of DSL, and shall be subject to the final approval of DSL. Anything to the contrary hereinabove notwithstanding, such a revision of the legal description of Parcel One shall not require a written amendment to this Agreement. In such event, the First Party's execution and delivery of the closing instruments containing the revised legal description and the Second Party's acceptance of said instruments and of the final Survey (if any) containing the revised legal description shall constitute a full and complete ratification and acceptance of the revised legal description of Parcel One by the parties. BLA -104, Revised 05/11/15 First Party acknowledges that the Trustees have made various delegations of power for the purpose of land acquisition, and not all representatives of the Trustees or the DSL have authority to act in all situations. Consequently, this Agreement may be terminated by the Trustees pursuant to any provision therefor contained in this Agreement only in writing signed by the person or persons who signed this Agreement on behalf of the Trustees or that person's successor. 24. WAIVER. Failure of Second Parry to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 25. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto and approved by or on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. 26. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 27. NOTICE. Whenever a party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally, transmitted via facsimile transmission, mailed postage prepaid, or sent by overnight courier to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 28. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of First Parry set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 7. of this Agreement for Parcel One and Second Party's possession of Parcel One. 29. CERTIFICATION REGARDING TERRORISM. First Party hereby certifies that to the best of First Parry's knowledge, after making all appropriate inquiries, First Parry is in compliance with, and shall use Parcel Two, as well as any funds derived from the exchange of Parcel One for Parcel Two in compliance with all applicable anti - terrorism laws, regulations, rules and executive orders, including but not limited to, the USA Patriot Act of 2001, 18 U.S.C. sections 2339A -C, and U.S. Presidential Executive Orders 12947 and 13224. 30. SPECIAL CONDITIONS. A. At closing, First Party shall grant to Second Party a'trail development permit over those lands described in Exhibit "D ". It is agreed that this exchange is contingent upon Second Party receiving the trail development IF FIRST PARTY DOES NOT EXECUTE THIS AGREEMENT ON OR BEFORE MAY 31, 2016, SECOND PARTY SHALL BE UDDER NO OBLIGATION TO ACCEPT THIS AGREEMENT. SECOND PARTY'S EXECUTION OF THIS AGREEMENT IS SUBJECT TO APPROVAL BY THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA. SECOND PARTY'S DUTY TO PERFORM HEREUNDER IS CONTINGENT ON: (1) CONFIRMATION THAT THE VALUE OF PARCEL ONE IS NOT IN EXCESS OF THE DSL APPROVED VALUE FOR PARCEL ONE, AND (2) DSL APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER. THE STATE OF FLORIDA'S BLA -104, Revised 05/11/15 PERFORMANCE AND OBLIGATION TO PAY UNDER THIS AGREEMENT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE FLORIDA LEGISLATURE AND UPON THE FUNDING OF THE APPROPRIATION THROUGH THE ISSUANCE OF FLORIDA FOREVER REVENUE BONDS BY THE STATE OF FLORIDA OR OTHER FUNDING AS PROVIDED BY THE LEGISLATURE. THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. Witness as to First Party Witness as to First Parry Witness as to Witness as to Second Party Approved as to Form and Legality By: _ Date: 7 BLA -104, Revised 05/11/15 FIRST PARTY CITY OF WINTER SPRINGS, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA Manager Party 8a.m. -5p.m. FENTINS TRUSTEES OF THE INTERNAL IT TRUST FUND OF THE STATE BY DIVISION OF STATE LANDS OF THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Date signed by Second Party STATE OF FLORIDA COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20, by Suchperson(s) (Notary Public must check applicable box): [ ] is /are personally known to me. produced a current driver license(s). [ ] produced as identification. (NOTARY PUBLIC SEAL) STATE OF FLORIDA COUNTY OF LEON The foregoing insti by Protection, as agent for and Florida. He /She is personall (NOTARY PUBLIC SEAL) BLA -104, Revised 05111115 to Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No My Commission Expires: iowledged before me this day of , 20 Division of State Lands, State of Florida Department of Environmental Board of Trustees of the Internal Improvement Trust Fund of the State of 8 Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: EXHIBIT a (Parcel One) A portion of Lot 33, Entzminger Farms Addition No. 2, according to the plat thereof, recorded in Plat Book 5, Page 9 of the Public Records of Seminole Countv. Florida being more particularly described aofollows: The South 30.00 feet of Lot 33; king Northerly of, coincident with and parallel with the Northerly right of way line ofC.R.419.ao shown on Florida of Department of Transportation Right ofWay Map for State Road 419' Section 77070-2500' Sheet 5. LESS the East 143.14feet thereof; ALSO LESS additional right of way as recorded inOfficial Record Book 7476, Page 1150, of the Public Records of Seminole County, Florida. AND A portion Of Lots 34 and 35, Entzminger Farms Addition No. 2, according to the plat thereof, [8CO[d8d in Plat Book 5, Page 9 o the Public Records of Seminole County, Florida, lying Northerly Of the Northerly right Of way line of C.R. 419 as Florida Of Department Of Transportation Right of Way Map for State Road 419, Section 77070-2506, Sheet 5. LESS additional right Official ' Page 115O'Of the Public Records Of Seminole Florida. Being more particularly described as fO|OvvS: BEGIN at the Southwest corner of the aforementioned addition right of way, said corner lying on the Northerly right of way line of said C.R. 419 and the South line of said Lot 34; thence run N 82059'30" W, along said Northerly right of way line, a distance of 1, 189.23 feet to the point of curvature of a curve, concave Northerly, having a radius of 2,241.83 feet, a central angle of 11022'01" and a chord bearing of N 77"18'29" W, thence run along the arc of said curve an arc length of 444.76 feet to a point on the West line of Lot 35; thence run N 08040'33" W, along said West line a distance of 53.74 feet; thence run S 40004'52" E, a distance of 34.14 feet to a point lying 30.00 feet Northerly of the Northerly right of way line of said C.R. 419, said point also being a point on a curve, concave Northerly, having a radius of 2,211.83 feet, a central angle of 11 0 14'47" and a chord bearing of S 77022'06" E, thence run along the arc of said curve, running parallel with and 30.00 feet North of said Northerly right of way line an arc length of 434.15 feet; thence continue along said parallel line S 82059'30" E, a distance of 1, 186.47 feet to a point on the West line Of the aforementioned additional right Of way; thence run SO0"50'24"E'along said West line adistance of2O.92feet' thence nun S2O"14'43^VVa distance of1O.00 feet b»the Point of Beginning. 01 By 5k�� Date: 4.18.2016 8LA'|04. Revised 05/||/|5 EXHIBIT B (Parcel Two) That part of Lot 5, Block "A ", D.R. Mitchell's Survey of the Levy Grant as recorded in Plat Book 1, Page 5 of the Public Records of Seminole County, Florida being more particularly described as follows: Commence at the Southwestern most corner of Lot 31, St. Johns Landing as recorded in Plat Book 53, Pages 45 -49, of the Public Records of Seminole County, Florida, said point being a recovered concrete monument on the East Right -of -Way of Tuskawilla Road (formerly Brantley Avenue) as recorded in Official Records Book 3225, Page 1829 of the Public Records of Seminole County, Florida; thence run N 59 031'38" W along the Westerly prolongation of the South line of said Lot 31 for a distance of 15.00 feet to the East Right -of -Way line of said Tuskawilla Road; thence run S 30 004'55" W along said East Right -of -Way line for a distance of 1,104.90 feet to a point on a non - tangent curve concave Northwesterly, having a tangent bearing of S 09 018'33" Wand a radius of 1,110.99 feet; thence run Southwesterly along the arc of said curve and the Westerly Right -of -Way line of the former CSX Transportation, Inc. "Lake Charm Branch" Rail Corridor, through a central angle of 03 043'39" for a distance of 72.78 feet to the Point of Beginning; thence departing said curve, run N 74 032'10" E for a distance of 31.75 feet to a point on a non - tangent curve concave Northwesterly, having a tangent bearing of S 12 016'29" W and a radius of 1,138.99 feet; thence run Southwesterly along the arc of said curve through a central angle of 03 013'46" for a distance of 64.20 feet; thence departing said curve, run S 29 026'13" E for a distance of 16.97 feet; thence run S 15 °33'47" W for a distance of 436.90 feet; thence run N 59 °55'05" w for distance of 41.32 feet to a point on the aforesaid Westerly Right -of -Way line of the former CSX Transportation, Inc. "Lake Charm Branch" Rail Corridor; thence run N '15 033'47" E along said Right -of -Way line for a distance of 437.37 feet to a point of curvature of a curve concave Northwesterly and having a radius of 1,110.99 feet; thence run Northerly along the arc of said curve through a central angle of 02 031'35" for a distance of 48.99 feet to the Point of Beginnina. 10 BLA -104, Revised 05/11/15 Bsh[ By 5k Date: 4.18.2016 EXHIBIT C (Parcel Three) DESCRIPTION: THE FOLLOWING LANDS LOCATED IN SECTION 35, TOWNSHIP 20 SOUTH, RANGE 30 EAST, SEMINOLE COUNTY, FLORIDA: COMMENCE AT THE NORTHEAST CORNER OF LOT 33, ENTZMINGER FARMS, ADDITION NO. 2, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 5, PAGE 9, OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA. THENCE RUN N.82 059'03 "W., ALONG THE SOUTH RIGHT —OF —WAY LINE OF THE CSX TRANSPORTATION, INC. 'RAIL 'CORRIDOR AND THE NORTH LINE OF LOT 33, A DISTANCE OF 147.59`FFET TO THE POINT OF BEGINNING. THENCE CONTINUE N.82 059'03 "W., ALONG SAID RIGHT —OF- WAY LINE AND THE NORTH LINE OF SAID LOT 33, A DISTANCE OF 56.42 FEET; THENCE RUN N.07 000'57 "E., PERPENDCULAR TO SAID RIGHT —OF- WAY LINE, A DISTANCE OF 100.00 FEET TO A POINT ON LINE NORTH RIGHT —OF —WAY LINE OF SAID RAIL CORRIDOR; THENCE RUN S.82 059'03 "E., ALONG SAID NORTH LINE 'A DISTANCE OF 31.`30 FEET TO ITS INTERSECTION WITH THE NORTHERLY EXTENSION OF THE WEST LJNE OF THE EAST 143.14 FEET OF LOT 33;_ THENCE 'RUN S.07 004'58 "E., ALONG SAID NORTHERLY EXTENSION FOR A DISTANCE. OF 103.11 FEET TO THE POINT OF BEGINNING; LESS AND EXCEPT ALL SOVEREIGNTY LANDS. 11 BLA -104, Revised 05/11/15 Exhibit D Trail Development Area Legal to be inserted here when received and approved by BSM prior to sending to City for execution 12 BLA -104, Revised 05/11/15 � wry W. }P t! ^. . ^t 28.E y 28.D rte, 3 .BLOCK A 9.A w 2$. .� 28.0 B >. �� }.w 28.0 r ' • ,. 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