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HomeMy WebLinkAboutWinter Springs Holdings, Inc. Magnolia Park Transfer of Property - 2009 12 11 RECEIVED BROWN, GARGANESE, WEISS & D'AGRESTA, 1 2 2009 CI I Y OF WIN 1 1={a SGif ifylGS Attorneys at Law OFFICE OF THE CAT ,Q4 1=RK 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 & Locai Government Law Catherine D. Reischmann 'Board Certified Appellate Practice Of Counsel December 11, 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/Magnolia Park Our File No. 2008.10.20 (1193) Dear Andrea: With respect to the transfer of property from Winter Springs Holdings, Inc., to the City of Winter Springs, please find enclosed the following documents for safekeeping: 1. Copy of Partial Release of Mortgage recorded in O.R. Book 7290, Page 459 2. Original recorded Special Warranty Deed recorded in O.R. Book 7290, Page 463 3. Original recorded Impact Fee Credit Agreement recorded in O.R. Book 7290, Page 467 4. Original Closing Statement 5. Original Affidavit of Interest 6. Original Corporate Resolution 7. Copy of Affidavit of No Liens 8. Copy of Further Assurance Agreement (Seller) 9. Copy of Further Assurance Agreement (Buyer) 10. Original Hazardous Substance Affidavit 11. Original Certificate of Incumbency 12. Original Certificate of Non - Foreign Status 13. Copy of Affidavit of Surveyor 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 December 11, 2009 Page 2 14. Original Owner's Title Policy No. SDC- 08036869 15. Check in the amount of $291.40 representing a refund of the overage paid at closing. It was a pleasure assisting the City with this matter, and should you have any questions, please do not hesitate to contact our office. Si r Anthony A. Garganese City Attorney AAG /nh Enclosures cc: Kip Lockcuff, Utilities Director Kevin Smith, City Manager 1111111111111111 1111111111111111111111111111M11111111111111111 UNIIIIIIIIUulIllrnrnu1NNIIIIN MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY DX 07290 Pgs 0459 - 4621 (4pgs) CLERK'S # 2009131325 Prepared by and return to: RECORDED 11/18/2009 02 :20151 PM Anthony A. Garganese, Esq. RECORDING FEES 35.50 Brown, Garganese, Weiss & D'Agresta, P.A. RECORDED BY T Stith P.O. Box 2873 Orlando, FL 32801 -2873 PARTIAL RELEASE OF MORTGAGE AND OTHER LOAN DOCUMENTS KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS, THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND, ( "Mortgagee ") is the owner and holder of that certain Mortgage and Security Agreement executed in its favor by MAIN STREET ASSOCIATES, LLC, a Georgia limited liability company, ( "Mortgagor "), dated December 28, 2005 and recorded on December 29, 2005 in Official Records Book 6059 at Pages 630 et seq.; and re- recorded in Official Records Book 6116, Page 1859; and First Amendment to Mortgage recorded in Official Records Book 6467, Page 1396 et seq., (the "Mortgage "), as well as (i) that UCC -1 Financing Statement naming Mortgagor, as Debtor, and Mortgagee, as Secured Party, recorded on December 29, 2005 in Official Records Book 6059 at Pages 712 et seq.; and (ii) UCC -1 Financing Statement recorded February 10, 2006 in Official Records Book 6116, Pages 1941 et seq.; (the "Financing Statements "), all of the Public Records of Seminole County, Florida (the Mortgage, and the Financing Statements collectively referred to herein as the "Loan Documents "), securing that certain promissory note described in the Loan Documents, and certain premises and obligations set forth in said Loan Documents, encumbering the property situate in Seminole County, Florida more particularly described in the Loan Documents (the "Property "); and _ WHEREAS, Mortgagee now desires to release a portion of the Property from the lien and effect of the Loan Documents. NOW, THEREFORE, for and in consideration of the sum of $10.00 and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Mortgagee hereby releases and discharges from the lien and effect of the Loan Documents, that part of the Property described as follows: SEE EXHIBIT "A" ATTACHED HERETO. • PROVIDED, HOWEVER, that nothing herein contained shall in anywise impair, alter or diminish the effect, lien or encumbrance of the Loan Documents as to the balance of the Property not hereby released therefrom, or any of the rights of the holder of the Loan Documents. IN WITNESS WHEREOF, Mortgagee has caused these presents to be doled. d in manner and form sufficient to bind it this I ( day of N 0 J . , 2009. WITNESSES: THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND wd, By: c K 1 ) Pr int name: 1-4 vt J K . Alyssa c . Ph�ysfaw; k (print name) Title: ¶ 642..t sign41 k 51 900 Seventh Street, NW, 11` Floor ) e) / Washington, DC 20001 (print rime) S 'cS4t2lC 0 ColwM -& oc'. CQ6f The foregoing instrument was acknowled ed before me this �7 d ay of 64 2009, by L%4Q9 � Q K . l , as 1-14 Vi- of THE BROTHERHOOD OF ELECTRICAL WORK ERS PENSION BENEFIT FUND, who is personally known to me OF has- produeed- niffertfi (NOTARY SEAL) 40.114 `otary ''►blic Signature Zzi-b-CiL\ 4 146- 4 Typed or Printed Notary Name Eltnbeth Hibbard Notary Public-State-of gicifick o € C O ( ; Notary Public, District of Columbia Commission No.: A4 My COMIT48111011 WM 4/14/2011 My Commission Expires: T / q, tag 2 Sheet 1 See Sketch of Description included as Attachment "A" DESCRIPTION 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 °31'38 "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 5.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence " N.30 •04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of 5.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of OS °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (1 8,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 -- BERT A u CO�,� R BERT W. MONACO P. .M # 5980 Date: 1S,GVOME, R- t2 2O01 _a SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- 3 P.O.C. $ SOUTHWESTERN MOST CORNER OF I ( o I/ = h°j r LOT 31, ST. JOHNS LANDING / / S (P.B. 53, PAGES 45 -49) , 1 / / I .(z 8 J v / .....S$ .. / a� � � kb. _i- ck=, 7/ ,,`? SURVEYOR'S NOTES c� or o 2 S . �' I 0 i, , _ 1. Bearings are based on the East ` / / � /'/ _ right —of —way line of Tuskawilla Road, / 'it n / being N30 "E. �2. p // / �.` vl ,CL, 2 . This is not a Boundary Survey. �, / // O ► M 4 4 t4 C No corners were set. k, Q \ / // R O 1 p Dj Q ry / �^ V / 3. T his site contains 0.417 acres \ ,�. h /\•/,,,.. n p 'y W (18,159 square feet), m or l ^� / ^ 1 / / / Cl- —r A..., v / / / O + / c�,/ N.,/ 4,. o o o O / 0 / / e ry\, ca _ E - 4 Z to / o f ,� 4. N a / / : / 4 4 / p " O (2 LEGEND / h ° o / / : � ° Q P 3 a / N E s, _ , c CENTERLINE P / '")./ 1 / / � v. c ,� o ° i� m DELTA / /o eb. M Z M `4 L ARC LENGTH / // (o �' h a: f� ci O.R.B. OFFICIAL RECORDS BOOK ?S / / �� U P.8, PLAT BOOK / <S' . Lu P.O.B. POINT OF BEGINNING ,4/S Z r / 4 P.O.C. POINT OF COMMENCEMENT / 9 Ss. 3 /( / A P.T. POINT OF TANGENCY 'SS,S' ct. / mow, R/W RIGHT —OF —WAY / P it 50 ' R RADIUS so. / T.B. TANGENT BEARING / f / MAGNOLIA PARK ACQUISITION (0.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/12/09 — R.W.M. REVISED — 5/6/08 — A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 — A.D.A. 850 Courtland Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0957 Fax No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 - 09 LICENSED BUSINESS No. 3778 LGIELITY UNSATISF/ C URY ,fUR SCANNING 1 11111111 11111111111111111 111101111I1111111111 MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY Prepared By and Return to: BK 07290 Pgs 0463 - 4661 (4pgs) c ) CLERK S #t 2009131326 Brown, Garganese, Weiss & D'Agresta, P.A. Anthony A. Garganese, Esquire RECORDED 11/18/2009 02 =2051 PM 111 N Orange Ave., Ste. 2000 DEED DOC TAX 345.80 FEES 35. SO Orlando, Florida 32801 RECORDED BY T Suith Parcel No. 26- 20- 30- 5AR -0A00 -0050 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, dated this 16` day of November, 2009, by WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, whose post office address is 900 Seventh Street, NW, Ste. 1020, Washington, DC 20001 (hereinafter called the Grantor), to the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose post office address is 1126 E. State Road 434, Winter Springs, FL 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.) WITNESSETH: 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, claiming by, through or under Grantor, but against none other; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2008, and easements and restrictions of record, if any. • IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. WITNESSES: WINTER SPRINGS HOLDINGS, INC., a P. � MateuaC. Ad Delaware corporation (S (– By: c — - p K Alyssa . C • R^eysi - awi . Print name: vlek.0.. K. (print name) Title: t•Q vurle (signdiure Address: 900 Seventh Street, NW, Ste. 1020 Washington, DC 20001 S 1/44-hart (print Wattle) m e ' rn om - O V .;ck" O o . COUNTY 9►T; ff -,' The foregoing instrument was acknowledged be ore me this .1 ` day o df C , 2009, by (jA.ct .Q Lo-a- the the r Pe C 3h— of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (check one) l—Tio is personally known to me or 0 who produced as identification. . ► i i r t, ' .,, ' otary ` ubli �` aF' Bc� Print Name: My Commission expires: t ail Q . •. ` Tr • p D L G Elizabeth Hubbard iic, District of Columbia Notary Pub • � Q\ 0 ►' MY Commluioo E ' T O F G `�`� y , � 4/14/2011 2 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or Tess. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 R BERT W. MONACO P..M # 5980 Date: l•I,G1 Elvtbr t-- t2� 2d r r , . SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- r� P.O.C. $ SOUTHWESTERN MOST CORNER OF I I o h ^� LOT 31, ST. JOHNS LANDING I/ / ? � ^ (P.B. 53, PAGES 45 -49) i / / I o^� 8 J v I / ,;=) 2�" / ^ ,;=). d /* ��Q ^`prygs / o° 4 I .,7 ,v' I e ``�� 1 4 Q . 4j . / / ry ev Q). �\ / O /_ I SURVEYOR'S NOTES �' 40 � o o / 2s, � W I 1. Bearings are based on the East / `�� / . a right —of —way line of Tuskawilla Road, tt����� / O) /\ being N30'04'55 "E. �� `o Y / � / O. of a 2. This is not a Boundary Survey. 4, / r.j No corners were set, � P ry � / O / o 3. This site contains 0.417 acres � � �^ / II // l W (18,159 square feet), more or less. ,`.�,(� / ^O / / / CL r:, ,::',.\ \ a / / / O h h / / / , o� o f� to ,..v °` / / / ry w `O in x,0 / / / z Pv � 4, N / / i' / O , / .4, LEGEND /h° o / / / / ;� °Q� 3 Q, I N N , a • . CENTERLINE ho' /� o / / / a J � .y ^ 2 a , 'y o i' v cis DELTA / / ioo m Z o 0 L ARC LENGTH / / < Q- a- 0.R.9. OFFICIAL RECORDS BOOK -?,5• / / \, 0 Z P.B. PLAT BOOK / ""S• • ti w / *%c; P.O.B. POINT OF BEGINNING / /VS 2 r P.O.C. POINT OF COMMENCEMENT S9 SS• 3 2-.. / / P P.T. POINT OF TANGENCY / / 9 •S Os„ ly et- V / �7 R R W RADIUS RIGHT—OF—WAY / P.O.B. / t 50 5p, %4' T.B. TANGENT BEARING f / MAGNOLIA PARK ACOUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11 12/09 — R.W.M. REVISED — 5 /6/08 — A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 — A.D.A. 850 Courtlond Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 262 -0957 Fez No. (407) 679 -6915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 L EGIBILITY UNSAT` ACTOR fOR SCANNING 11111111111111111111111111111111111101111111111111111111111111 MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY BK 07290 Pp 0467 - 478; (l2pps) CLERK'S 1t 2009131327 Prepared by and return to: RECORDED 11/18/2009 02120'51 RN Anthony A. Garganese RECORDING FEES 103.50 City Attorney of Winter Springs RECORDED BY T Ssith V Brown, Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, Florida 32802 MAGNOLIA PARK EXPANSION PARKS AND RECREATION IMPACT FEE CREDIT AGREEMENT THIS AGREEMENT (the "Agreement ") is made and entered into effective this 1 day of KIM m b.2{ , 2009, by and between Winter Springs Holdings, Inc., a Delaware corporation, whose address is 900 Seventh Street NW, Ste. 1020, Washington, DC 20001, and its successors and assigns (the "Owner "), and the City of Winter Springs, Florida (the "City "), a Florida Municipal Corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708. COMMON RECITALS: WHEREAS, the Owner is the owner in fee simple title to certain real property (the "Property ") described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, the Property is subject to that certain Implementation Agreement (the "Implementation Agreement "), recorded in the Public Records of Seminole County, Florida in Official Records Book 6599, Pages 1705 -1726; and WHEREAS, Pursuant to Section 7.0 of the Implementation Agreement, the Owner agreed to convey a portion of the Property (0.417 acres) to the City along Tuscawilla Road for park purposes (the "Park Property ") as described in Exhibit "B" attached hereto and incorporated herein by this reference; and WHEREAS, Pursuant to Section 7.0 of the Implementation Agreement and Section 9- 391.5 of the City of Winter Springs Code of Ordinances, the City has agreed, in exchange for the conveyance of the Park Property, to provide a parks and recreation impact fee credit (the "Parks and Recreation Impact Fee Credit ") to the Owner equal to the appraised value of 0.25 acres of Park Property, with the remaining area within the Park Property being donated to the City; and WHEREAS, tie Owner and the City agree that the Park Property has an appraised value of Seventy -Seven Thousand and No /100 Dollars ($77,000.00), and the pro rata appraised value of the .25 acres of Park Property for which the Parks and Recreation Impact Fee Credit shall be TCO358,148,941✓2 073448.010200 1 provided is Forty Nine Thousand Three Hundred Two Dollars and Sixteen Cents ($49,302.16) and said prorated appraised value of $49,302.16 shall be the basis for calculating the Parks and Recreation Impact Fee Credit; and WHEREAS, upon conveyance of the Park Property to the City, the Owner will be the owner of the remaining real property legally described on Exhibit "C" attached hereto (the "Remaining Property "); and WHEREAS, at the effective date of this Agreement, Owner does not have any pending City building permit applications related to the Remaining Property to which to apply the Parks and Recreation Impact Fee Credit; and WHEREAS, the Owner and the City now desire to complete the real property conveyance mentioned above and memorialize, in writing, the amount of the Parks and Recreation Impact Fee Credit and the manner in which said credit can be used during the future development of the Remaining Property. WITNESSETH: NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the parties, and in consideration of the mutual promises, commitments and covenants contained herein, the parties agree as follows: 1. Recitals. The parties agree and acknowledge that the recitals above are true and correct and that it is the intent of the parties by entering into this Agreement to create a legally binding contract. 2. Park Property Conveyance. The Owner agrees to convey to the City marketable fee title to the Park Property within seven (7) days of the Effective Date, and the City agrees that such conveyance shall satisfy any and all obligations of the Owner set forth in Section 7.0 of the Implementation Agreement. 3. Parks and Recreation Impact Fee Credit. Pursuant to Section 9 -391.5 of the City of Winter Springs Code of Ordinances, a Parks and Recreation Impact Fee Credit of Forty Nine Thousand Three Hundred Two Dollars and Sixteen Cents ($49,302.16) is granted for the Remaining Property. Nothing herein shall be construed as granting any other impact fee credit. 4. Covenant Running with the Remaining Property; Application of Credit to the Remaining Property. The Parks and Recreation Impact Fee Credit identified herein shall run with title to the Remaining Property, which is legally described in Exhibit "C." The Parks and Recreation Impact Fee Credit shall only apply to offset, diminish, or reduce any Parks and Recreation Impact Fee that is due and owed the City under the Winter Springs' City Code as a result of the future development of the Remaining Property. As such, the Parks and Recreation Impact Fee Credit shall not offset, diminish or reduce any other charkes, fees or other impact fees for which the Owner, or successor owners of the Remaining Property, are responsible in connection with the development of any TCO 358,148,941v2 073448.010200 2 other real property. Further, the Parks and Recreation Impact Fee Credit shall not be assignable or transferred to any other real property. 5. Future Apportionment of the Parks and Recreation Fee Impact Credit to the Remaining Property. The Parks and Recreation Impact Fee Credit shall be applied as Owner sequentially proceeds with the development of the Remaining Property and building permits are issued by the City on a first in time basis. The application of said credit shall continue until it has been fully applied to off -set, diminish, or reduce the Parks and Recreation Impact Fees that are owed to the City. However, in the event that the Owner subdivides all or part of the Remaining Property, and later conveys a portion of the Remaining Property that has been subdivided, the Owner shall be responsible, at its discretion, for apportioning, in whole or in part, the Parks and Recreation Impact Fee Credit to itself and any successor owner's of the Remaining Property. The Owner shall provide written notice to the City of any apportionment of the Parks and Recreation Impact Fee Credit within seven (7) days of said apportionment, and the City shall have the right to rely on said apportionment, without penalty or liability, when applying the Parks and Recreation Impact Fee Credit to any future development of the Remaining Property. It shall be the Owner's, or successor owners', obligation to notify the City that they are requesting that the Parks and Recreation Impact Fee Credit be applied at the time payment of the Parks and Recreation Impact Fees are due. 6. Applicable Impact Fee Rates. The Parks and Recreation Impact Fee Credits granted to the Owner hereunder shall be available to the Owner to offset any parks and recreation impact fees assessed, levied, or payable in connection with any future development of the Remaining Property. 7. Authority. A. The City hereby represents, covenants and warrants to Owner, as of the Effective Date of this Agreement, that the execution and delivery of this Agreement by the City, and the granting of Parks and Recreation Impact Fee Credits to Owner hereunder, and the performance by the City of its obligations under this Agreement: (i) are within the City's capacity and authority and all requisite action has been taken to authorize the execution and delivery of this Agreement by the City and to make this Agreement valid and binding on the City in accordance with its terms; and (ii) does not and will not (a) result in a breach of or default under any indenture, agreement, instrument or obligation to which the City is a party and/or which affects all or any portion of the Property; or (b) constitute a violation of any ordinance of the City of Winter Springs or of any other governmental requirement. The person executing this Agreement on behalf of the City has been duly authorized to act on behalf of and to bind the City, and this Agreement represents a valid and binding obligation of the City. B. Owner hereby represents, covenants and warrants to the City, as of the Effective Date of this Agreement, that the execution and delivery of this Agreement by Owner and the performance by Owner of its obligations under this Agreement: (i) are within Owner's capacity and authority and all requisite action has been taken to authorize this Agreement and make this Agreement valid and binding on Owner in accordance with its terms; and (ii) does not and will not result ii a breach of or default under any indenture, agreement, instrument or obligation to which Owner is a party and/or which affects all or any portion of the Property. The TC0 358148,941V2 073448 010200 3 person executing this Agreement on behalf of Owner has been duly authorized to act on behalf of and to bind Owner, and this Agreement represents a valid and binding obligation. 8. Termination. This Agreement shall terminate at such time that the City recognizes, by written notice to Owner or any successor owner, that the Parks and Recreation Impact Fee Credit has been fully applied and exhausted. Notwithstanding any provision of the City's Code of Ordinances to the contrary, the Parks and Recreation Impact Fee Credits granted to the Owner hereunder shall not expire and shall be available to the Owner at all times until exhausted. Upon termination by the City, no further Parks and Recreation Impact Fee Credit shall be due under this Agreement, and the City shall have the right, but not the obligation, to record a Notice of Termination of this Agreement in the Official Public Records of Seminole County, Florida. 9. Indemnification and Hold Harmless. To the extent provided by law, the Owner, or any successor owner of any portion of the Remaining Property, agree to indemnify, defend and hold harmless the City from and against all claims, losses, damages, attorney's fees, or liability, arising from or out of the apportionment of any of the Parks and Recreation Impact Fee Credits by such Owner or the respective successor owner, if applicable, provided the City has applied the Parks and Recreation Impact Fee Credit to the Remaining Property in accordance with the terms and conditions of this Agreement and any written notice of apportionment provided under Paragraph 5 of this Agreement. This indemnification shall obligate the Owner, or the respective successor owner, as applicable, to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City resulting from any claim against the Owner or such respective successor owners, as applicable, for an apportionment of the Parks and Recreation Impact Fee Credits under this Agreement. 10. Miscellaneous Provisions. i. Applicable Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any dispute conceming this Agreement through negotiation and/or mediation between authorized representatives. If these efforts are not successful, and there remains a dispute under this Agreement, either party may then file an action in the Circuit Court of Seminole County, which shall be the exclusive venue with respect to any disputes arising out of this Agreement. This Agreement shall not be construed or characterized as a development agreement under the Florida Local Government Agreement Act. ii. Entire Agreement. This Agreement is the entire agreement between the parties, and supersedes all previous oral and written representations, agreements and understandings between the parties. Except as otherwise provided herein, this Agreement shall only be amended or cancelled by `mutual written consent of the parties hereto or by their successors in interest. A copy of this Agreement shall be recorded by the City in the TCO 358, 148, 941v2 07344a010200 4 Official Public Records of Seminole County, Florida, within fourteen (14) days after the City enters into this Agreement. The Owner shall pay all costs of recording this Agreement. iii Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. iv. Effective Date. The effective date of this Agreement (the "Effective Date") shall be the date when the last one of the Parties has properly executed this Agreement as determined by the date set forth immediately below their respective signatures and shall be binding upon all successors in interest to the parties. v. Notices. Whenever any of the parties desire to give notice to the other, such notice must be in writing, sent by U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving of notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. Until otherwise designated by amendment to this Agreement, the parties designate the following as the respective places for giving notice: For the OWNER: Winter Springs Holdings, Inc. 900 Seventh Street NW, Ste. 1020 Washington, DC 20001 Telephone: Fax: WITH A COPY TO: James R. Difede, Esq. Potts - Dupre, Difede & Hawkins, Chtd. 900 Seventh Avenue, NW Suite 1020 Washington, DC 20001 Telephone: 202 -223 -0888 Fax: 202 - 223 -3868 For the CITY: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs, FL 32708 Telephone: 407 - 327 -5957 Fax: 407 - 327 -4753 [SIGNATURE PAGE TO FOLLOW] TCO 358,148,941v2 073448.010200 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreemenft6 be- executed by their appropriate officials, as of the date first above written. 0' _ a � S E � . WITNESSES: CIT1 WINTER, RIiklu ' Acts C 7‘.1 By: ? , t :,`". ' (signatur Jil F. Bush, M .2N ,.• w -. •• ....• 1 i 1 - CIA 1/4 LE CC (print name) ATTEST: 1 ' S ' , , , • r 1 ' i By: . ;� ignature) Andr J , enzo- Luaces, City Clerk ID-A D L f Cozv r■ Date: `\ IL 6_1 (print name) STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this U day of 1- , 2009, by John F. Bush, Mayor of the City of Winter Springs, (check one) .a` who is personally known to me or ❑ who produced as identification. r Notary P1iblic Print Name: My Commission s: N Public State of Florida Andrea Lorenzo - Luaces i My Commission 00664334 Expires 05/09/2011 TCO 358,148,941✓2 073448.010200 6 W WINTER SPRINGS HOLDINGS, INC., a Delaware corporation ` ( signature By: K_! Lindell K. Lee, President (printime) Date: (s gnature) . A"'oIw e v) (print name) S A sski o€ Cain O COt n. TY OF S E EMINO VbrC7VTf'�'S ..frrmir' z The foregoing instrument was acknowledged before me this )—$ day of 2009, by Lindell K. L , President of the Winter Springs Holdings, Inc., a Delaware corporation, (check one) who is personally known to me or a who produced as identification. °' ......... Notar 'ublic oT, >Rl Print Name: zctb2. My Commission expires: VI 00 411 Nl9PUBl.\ •. \,a ,� Elizabeffi Hubbard Notary F ublic, District of C oh�mp� My Commiss1011 4/14/2011 6 LEGAL DESCRIPTION: A PORTION OF LOTS 7 AND 8, BLOCK "A". D.R. MjTCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, R E AST ACC ORDING TO THE P RECORDED RDEDIIN EAST AND PLABOOKCI.OPAGE TOWNSHIP . OHE2PUBLCH • RECORDS OF SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED A5 FOLLOWS: COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF UN 538 23 34 DISTANCE O 2 AMP. 8 EET THE BASELINE EET 10 OF SURVVEY 13. AS SHOWN ON SAID RIGHT )OF HENCE EASTERLY RIGHT O WAY DEPARTING E OF D TUSKAWILLA ROAD (FORMERLY KNOWN AS BRANTLEY AS PONT ON THE SHOWN 014 SAID RIGHT OF WAY µAP; THENCE CONTINUE N30'04'56 E, ALONG SAID EASTERLY BRIGHT OF WAY LINE, A DISTANCE OF 55.62 FEET FOR A POINT OF BEGINNING: THENCE CONTINUE N30'0 ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 1279.13 FEET TO A POINT ON A NON - TANGENT CURVE CONCAVE ON WESTERLY UNE OF C.S.X. TRANSPORTATtON INCOR ORATED "LAKE CHARM BR O BRANCH' ALSO BEING CORRIDOR; THENCE DEPARTING SA10 RIGHT OF WAY LINE RUN ALONG SAID WESTERLY UNE AND ALONG TANGENCY; OF THENCE CURVE 515'33'4 AA� DISTANCE OF 013.117 FEET T DISTANCE NO 121.57 T ST CORER OF RE LEEASE PARCEL 2 AS DESCRIBED IN OFFICIAL RECORD BOOK 3988. PAGE 1095; THENCE DEPARTING SAID WESTERLY THE NORTHEAST�CORNER�OF SAID RELEASE NORTHERLY SAID P01141 ALSO BEING 2. A DISTANCE SOiERLY1LINE EET TO OF ACQUISIAON PARCEL 8 (THE RAILS TO TRAILS CORRIDOR) AS DESCRIBED IN OFFICIAL RECORO BOOK 4092, R N 554 37'59 "E A DIST OF OTO SAID POINT UOFEGLURVATURE OF TANGENT 9 CURVE CONCAVE CE ANGLE OF 16'51' A DIST NCE OF 90 91 FEET THE P 01 1 47 OFGREVER EARC CU CURVATURE, CURVE D CURVE' BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 500.00 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 38'1 A DISTANCE OF 333.32 FEET TO THE POINT OF TANGENCY THENCE RUN 577'43'04'E A DISTANCE OF 187.98 FEET; THENCE RUN 546'1 3'52 "E A DISTANCE OF 177.70 FEET: NORTHWESTER532'50'43'E SAID ACQUISITION 8 TTHENCE INTERSECTION 550'31'513V OF ALONG SOUTHERLY UNE AND INC SAID O ROAD 434 OF FEET TRANSPORTADONTRGHT�OF WAYERMLAYP,RSECTION LINE 77070 2516, SHEET 11 OF 13): THENCE DEPARTING 5A10 NORTHWESTERLY LINE RUN N38'43' 16 "W, ALONG SAID OF A NON- NORTHEASTERLY CURVE CONCAVE SOUTHWESTERLY. HAVING A 4 RADIUS OF FEET AND A U TANGENT CHORD BEARING OF 1437'00'57'W; THENCE RUN ALONG INC ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 3'24'37" A DISTANCE OF 470.54 FEET TO THE END OF SAID CURVE; THENCE RUN 551'16'4 A DISTANCE OF 14.00 FEE; THENCE RUN I 6" N38'43'16 W A DISTANCE OF 136.42 FEET TO INC SOUTHEAST CORNER OF AFORESAID RELEASE PARCEL 2; C THENCE CONTINUE N38'43'16"W A DISTANCE OF 138.78 FEET TO INC SOUTHWEST CORNER OF RELEASE PARCEL t-° 2; THENCE CONTINUE N38'431 VW A DISTANCE OF 308.12 FEET TO INC MOST SOUTHERLY CORNER OF THOSE LANDS DESCRIBED 114 OFFICIAL RECORO 800K 2803, PAGE 643: THENCE DEPARTING SA ID NORTHEASTERLY RIGHT OF WAY LINE RUN N30'04'56 E. ALONG THE SOUTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF c, s , > 220.00 FEET: THENCE RUN N38'43'16'W. ALONG THE NORTHEASTERLY UNE OF SAID PROPERTY, A DISTANCE OF P 200.00 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: ::3 N A PORTION OF LOTS 7 AND 8. BLOCK "A ", O.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, SAID LANDS LYING IN SECTION 31, TOWNSHIP 20 SOUTH, RANGE 31 EAST AND SECTION 6, TOWNSHIP 21 SOUTH,.. 4. RANGE DS OF SEMINOLE C LINTY, FLORIDA1 8E NG µ0 E AS PAR ICULARLY DESCRIBED AS FOLLOWS: OF INC PUBLIC c� COMMENCE AT INC INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT W RU TRANSPORTATION 5'23'34'E DISTAN OF 17 29.58 FEET ALONG TH ES BA S ELI NET O FO S UR VE Y AS SHOWN ON O SAID RIGHT O THENCE J NORTHHEASTERLYCRIGHTP OFTIWAYSLINEOFETUSKAWILLA ROAD 1 A (FORMERLY STANCE KNOWN OF AVENUE) N AS SHOWN ON SAID RIGHT OF WAY MAP, FOR INC POINT OF BEGINNING; THENCE RUN N50'3 1 58 E A DISTANCE OF 1,033.48 FEET; THENCE RUN N39'28 02"W A DISTANCE OF 15.00 FEET; THENCE RUN N50'31'56 E A DISTANCE OF FEET; THE C E RUNC537'59'33 "EOA DISTANCE OF 57 62FFEET; THENCETRIJN0568'24'08 E DSTANCE 5248 .TO INC EASTERLY LINE OF BLOCK 'A O.R. MITCHELLS SURVEY 01 THE LEVY GRANT 014 LAKE JESSUP AS DISTA OF PLAT 6 FEET ; THENCE S DEPARTING SAID S EASTERLY LINE Of BLOCK EASTERLY 562'36'00"WCA "A" A DISTANCE OF 109.52 FEET: THENCE RUN S50'54'04 A 01STANCE OF 11.72 FEET; THENCE RUN 552'03'0 A DISTANCE TAN OF 65.9 9 FEET THENCE 23 W AADISTANCEEOFF97 44.28 FEET; THENCE RUN 544'20'04"E S EASTERLY UNE 176.05 BLOCK "AE THENCE RUN ALONG SAID INSTANCE OF LINE OF BLOCK AA POINT ON 'INC S05'13'52'W A DISTANCE OF 42.89 FEET: THENCE DEPARTING SA,O EASTERLY UNE OF BLOCK "A' RUN N27 A DISTANCE OF 41.29 FEET; THENCE CERUN N3811.04-14 4 AADISTANCCEEOF 54.59 499FEET; THENCE RUN N52'32'01'W A DISTANCE OF 245.40 FEET; RUN THENCE RUN 566'37'02 A DISTANCE OF 39.09 FEET; THENCE RUN 546'29'2 A DISTANCE OF 41.50 FEET ; S03'05' W A DISTANCE OF 34.27 2.29 FEET; THENCE RUN 507'51'13'W A DISTANCE OF F 30 85 FEET THENCE RUN 500'47'4 A DISTANCE OF 49.12 FEET; THENCE RUN 507'25'22' V A DISTANCE OF 52.87 FEET THENCE RUN 567'08:00 W A DISTANCE OF 15.29 FEET ; THENCE RUN 579'35'01'W A INSTANCE OF 69.29 FEET; THENCE RUN N89' 18 43 W A DISTANCE OF 96.92 FEET; TTHENCERUN 8014 509'51'29"W A A D OISTNCC OF 1 3 058EEEET ;TENCCTHENCE RUN N38'52'11 8'52'53 ' DISTANCE w A DISTANCE OF 186.65 FEET; FEET; THENCE AFOREMENT1ONE0 NORTHEASTERLY RIRIGHT OF WAY C LI E ROAD; THENCE RUNOALONGT INC POINT ON INC • 1 R BEGINNING. NORTHEASTERLY RIGHT OF WAY UNE OF TUSKAWILLA ROAD N38'43' 16 "W A DISTANCE OF 73.56' TO INC CONTAINS 46.553 tCRES (2,027,8 S0. FT.), MORE OR LESS. R EXHIBIT Sheet 1 1t)l r! See Sketch of Description it (� I) Included as Attachment "A" v DESCRIPTION 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 °31 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 R BERT W. MONACO P`6<M # 5980 Date: 1.1,Gvi:M1342-11- l2, 2oci SKETCH OF DESCRIPTION LEGIBILITY UNSAT7rTTORI ATTACHMENT 'A' fOR SCANiiiilei -- NOT A SURVEY -- I � :*, P.O.C. •^� $ SOUTHWESTERN MOST CORNER OF h ^� " LOT 31, ST. JOHNS LANDING I I/ / <v (P.B. 53, PAGES 45 -49) I I / 1 J ^ 8 J � o I / / ,�w ? �" 1 / ,°` / - � / /...-\. o�v t; I ,.t.. ti m � ry � ^ Q / • / • A. , r 'S v0 O SURVEYOR'S NOTES �' s o o / 2S =m. 1. Bearings are based on the East ` ` / `�i' , t ~ right —of —way line of Tuskawilla Road, � L,` / / p) n being N30'04'55 "E. ��oa ` �/ / / O rn A / O ca 4.7 2. This is not a Boundary Survey. c* / ^;V r•5 No corners were set. �T P cb / O O / 3. This site contains 0.417 acres \ ^� � ^ / / 11 // Z.; .-4 l , W (18,159 square feet), more or less. ,,•- ,.\ / n� / / C � � ti �'+ J u / /// o W d . / � / r . „o / / /_ 14/ P. N i ` � / / ( 4 / 0 � N -4 0 Q LEGEND /h° `' / / :� ° Q P 3 p ,, \ / N N N F..4 a CENTERLINE �� h r o� / / / , mo o° Q DELTA / / / "-, M 4 h �.. L ARC LENGTH / / co' Q-• h 0; � � ., O.R.B. OFFICIAL RECORDS BOOK 2 S / / (n �?� P.B. PLAT BOOK / ?S' P.O.B. POINT OF BEGINNING ,N / P.O.C. POINT OF COMMENCEMENT S9 3 r'' / �. / P.T. A POINT OF TANGENCY / / 9 � S �S° L / W R/W RIGHT —OF —WAY / S % Sp' R RADIUS P'O.B. ki / g / s' T.B. TANGENT BEARING f MAGNOLIA PARK ACQUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/12/09 — R.W.M. REVISED - 5/6/08 - A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 - A.D.A. 850 Courtland Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0967 Fax No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 EXHIBIT "C" Legal Description of the Remaining Property LEGAL DESCRIPTION: yap LAN05 01,40 547 SECDO N BLOCK TOWNSHIP 90 RANGE 31 Or AST ARO SECTION 66 ,6NIP 21 SOUTH. RANGE 31 AST ACCOR1OVG TO THE PLAT THEREOF AS RECORDED 114 PLAT BOOK 1. PAG TTOWS OF '15 PUBLC flip RECORDS OF 51?Wcomm. 14 1,5 CO FLORIDA; BEING uORE PARTCULARLT DESCRIBED AS FELLOW • COMMENCE AT THE INTERSECTION OF STATE ROAD 434 A40 TUSKAWNLA ROAD (PER FLORIDA DEPARTMOIT OF TRANSP0RTA1O RIGHT pp WAY MAP. SECTION 77070 -2316. 514551 10 OF 13 P.A. STATION 500+32.11)• T14ENCE WAY u T THEENCZ 05 eSATO BASELINE RUN DITITi'SB D1 OF 2556.2266OFEET TO A PONT DR THE * EA57ERLY RIDHi Of WAY UN WA 14AP, THENCE 0014 E O 4'56 LON<' LASTE'6,7 0MT OF WAY • L651401YI'A 8 A�NCE Of 55..62 FEET FOR A POINT OF 9EG6U6NC; THEME CONTINUE 130'04'56'5, ALONG 5140 \ EASTERLY TIGHT OF WAT UNC A OISTA=CE OF 1279.13 FEY1 TO A POINTT A NON- TANCEN CURVE CONCAVE E� ON WESTERLY. �T LN RADIUS THE C.S.X. T AN CHORD BEARDIG INCORPORATED 7.*KE r BRANCH RAIL D BEING CORRIDOR THENCE DEPARTING SAID C RIGHT OF WAY 1.9C RUN ALONG SAID WESTERLY um AHD 87. Cal 11 TANGENCY: ARC OF SAID CURVE 7547'814 A 'Yid AM E 01 013..17 rem 70 7* *ii OR 121.57 FEET 70 CORNER OF PONS 1 En 1 D4CE RUN 51533'47"w A CORD E p WESTERLY LWE RU N $5TO 44"5, ALONG T NORTHERLY LINE • OF SA10 RELEASE PA A DISTANCE OF 0 FEET TO THE NORTHEAST CORNEAL OF SAM RELEASE PARCEL 2. SAW PORT ALSO BONG ON THE SOUTHERLY LNE OF Cr) ACOLAS180N PARCEL B (THE RAILS TO 7RA45 CORRIDOR) AS DESCRIED IN OFFICIAL .RECORD 50011 4092. PACE 164• THENCE CO NUE 557'O1'44`C ALONG SAID SOUTHERLY UNE. A DISTANCE OF 95.46 FEET: THENCE RUN S5 3 7 595 A DISTANCE Of 147.17 FEET TO A PONT OF CLRVATURE OF A TANGENT CURVE CONCAVE * 1401 E E OF 51'1651' A DISTANCE OF 90 91 FEE__ TO THE POINT ALONG REVERSE CURVNVRC SAID CURVE' WING CONCAVE SOUTHERLY. RAMC A RADIUS OF 500.00 FEET' THENCE RUN ALONG 1145 ARC D: S CANA 514RU A � CENTRAL ANGLE OF 3511 46' AA 8*4 D1 CE OF 333.32 FEET 70 744E POSH OF TANOENCh THENCE E RUN S3T30 43-E A DISTANCE OF 662.97 FEE 70 THE INTERSECTION 05 SAID SO441)45 LY 177.70 UNE AN 7 TM NORTHWESTERLY 1JNE OF SAO ACOUL41roN PARCEL 9; THENCE RUN 554731•58 W, ALONG SAID - OF 51*7L5 ROAD 4 (P A 5 OI FLORIDA DEPART*4C 01 TRANS ATTON IRE ROSS 01 WAY MAP, OM 22020- � 1 2376 SHEET 11 OF 131: THENCE DEPARTING SAD NORTHWESTERLY UNE RUN 143543' 1611 ALONG SAID _.: TAN CURVE 44 10147 CO'1CAVVE MAW �F a,�`•,OY. HAVING A 431.17 F 05 7'7905 THE FEET AND CURVATURE CHOR EARING OF . NORTHEASTERLY 137'00'57'W THENCE RUN ALONG 5 ARC OF SAD CURVE THRU A CENTRAL ANGLE OF 3'24 37" A DISTANCE 0 (43843 ll8'1/ A CASTANCE DID f 136.42 1'551 THENCE SOUTHEAST S51* CORNER OFAAFORESAID OF 14.00 P830 1. RUN THENCE CON79405 N35'4S 1611 A WAKE OF 136.76 FELT TO THE i � 4 SOUTHWES1 CORNER OF REL EASE PARCEL 1lANOS NDEEESEECRIBED N OFFICIAL RECO�1619. RE D B OOK 25 PAGE 643? TO E NGE 05 OO NOR NORTHEASTERLY THOSE OF 4110 IMO OF WAY SAO 1517 iO�HRUN GR ALONG THE NORTHE STERL7 UNE OF SAID PROPERTY, STANCE OF TOGETHER WITIt A PORTTON Of 1015 7 AND 8. BLOC% 'A'. p.n. MRCHELL'S SURVEY OF THE LEVI CHANT ON LAKE 3ESSUP, SAID RAN DUOS LYING 5 SEC GSG T0 THEREOF AD RECORDED PLAT B D O SECTION 1 1..AGE 5 > � PUBLIC R 21 SOUTH, • RENGCOR D S OF S AST ACCOPpN RECORDS COUNTY, FLORIN: BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: �NF OF TRANSPORTATION RICHE OF WAY NAP SEC 77070 -2515. SHEET 10 ROAD 1 STAT10N +32.11 • THENCE OF STTE p u ,__ CE O E AAR1NG S 5 11 1 1 14 BASELINE OF SURVEY AS SHOWN 014 OF 97.29 700 A PO:M TILE HORMEASTERLY law OF WAY LNE OF�FQpI'RI�USKAW1UA ROAD TF0R5EALY KNOWN� 6RANTIAT AVSNUE). AS SHOWN 1.033.46 ON FEETET RUM WAY MAP, A THE POINT 019TANCEDF FFFZ'.T{F'TM THENCE R RYN S 50'3 '5 A 015T OF OF 52.48 1 FEET 7 :: THENCE RUN 53T59' O A Dl 1A+ OFF 5 ± 7..92 FT3T; T 4514 14l3M556124'0b'ETA'3 A GIST FEET FEET RUN RECORDED W EASTERLY 80044 1. P 5._. , THENCE RUN 505'13 52"W Of ALONG 5840 GRANT ON LANE EITLT LNE_ 0I BLOCK A 0S T ST A44CE OF 109.52� i THENCE RUN =AWNING 1054 044'W AA LKST 13.72 �FEET• 1 1405 R A RUN • S S2701'1311 A DISTANCE OF 65.99 FEET; THENCE RUN '20�'O1li2N'�0�E7pA D OF 9 FEETL_TM��H 52 1 9 3" DDISTAN DISTANCE 92 FEET; T , POND ON 144E A OISTANCE OF 44.25 FEAT 5 442 5 7'3'261 9 A DISTANCE OF 41 29 F_ ? T THENCE OR N 3 71" 5 A O15TA 1 or 54.59 BLOC% A R 4 RUN ANCE Of 35.09 S26'55 A DISTANCEE OF 34.27 0 FEE ; • TNENC C E E E RUN 510'02 161W 44 0ISTMCE OF 55.95 •T140455 RUN 1422'32'01V 4 DISTANGL OF 500'4147N A DISTANCE ISTANCE OF 4 FEET: THENCE RUN 50125'771W A OISTANCC OF 5I 87 FEET' 'DONEE RUN 567'060019 A DISTANCE OF 15.29 FEET ; THENCE RUN 579'35'01"W A DISTANCE OF 69.29 FEET. THENCE RUN THENCE RUN Hart 5'431i A WAKE OF 95.92 FEET' THENCE RUN 11617501p A DISTANCE OF 119.6 : 55104,53 M A DISTANCE OF 106.55 FEET: 1HENCE RUN 509'51 29 A DISTANCE Of 3.05 FEET: THENCE RUN il AFO NORTHEASTERLY 121.01 RIG OF W C O 551'16'44 A DISTANCE Of WILLA MAO; THEME RUN ALONG THE POINT 114E BEGRIM smo ING.. E45Y RIGHT OF WAY UNE OF TUS%AMUA ROAD (43543 161W A OISTANCE OF 7336' TO THE PONT OF COWARD 46.553 ACRES (2.027.546.65 50. FT.), NODE OR LESS. • LESS AND EXCEPT: t TCO 358,155,404v1 073448.010200 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence - N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. BROWN, GARGANESE, WEISS do D'AGRESTA, P.A. 111 N. Orange Ave., Suite 2000 Orlando, FL 32801 CLOSING STATEMENT AND DISBURSEMENT SHEET SELLER WINTER SPRINGS HOLDINGS, INC., a Delaware corporation BUYER CITY OF WINTER SPRINGS, FLORIDA PROPERTY DESCRIPTION SEE EXHIBIT "A "ATTACHED HERETO. CLOSING DATE November 16, 2009 THIS IS STRICTLY LAND DONATION AND NO FUNDS WILL BE DISBURSED TO THE PARTIES. VALUE OF PROPERTY BEING DONATED TO THE CITY: $49,302.16 EXPENSES: CHARGE SELLER CHARGE BUYER Recording Deed $35.50 Documentary Stamps on Deed (based on $345.80 appraisal of $49,302.16) Recording Partial Release $35.50 Recording Impact Fee Credit Agreement $103.50 Title Search ($125.00) POC Owner's Title Insurance Premium - based $284.05 on $49,302.16 value 2009 Real Estate Property Tax Estimate $1,722.60 $1,972.15/365 days = $5.40 x 319 days CSC - Certificate of Good Standing POC $87.00 (2/5/09) CSC - Certificate of Good Standing $174.75 POC (10/20/09) • TOTAL $1,897.35 $804.35 RECAPITULATION Seller Buyer Cash at Closing $0.00 Cash at Closing $0.00 Plus: Expenses $1,897.35 Plus: Expenses $804.35 TOTAL CASH DUE TOTAL CASH DUE FROM SELLER: $1,897.35 FROM BUYER: $804.35 Page 2 of 4 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 $1,972.15. 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: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: c== K s c Lindell K. Lee, President Date: I (' (o , 2009 Page 3 of 4 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 unkhown and proration was based on an estimate from the Seminole County Property Appraiser in the amount of $1,972.15. 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: in L. Smi , City Manager Date: l /z? , 2009 G:\Docs \City of Winter Springs\Magnolia Park \Closing Docs \closing stmt.wpd Page 4 of 4 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of O5 °21'47 "; thence Southeasterly along the arc of said cu rye and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 8S0 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 u )_ � R BERT W. MONA P ` 6.M # 5980 Date: 1JcgiNt6e/L- tZ 2001 • SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- I ,� P.O.C. I �o $ SOUTHWESTERN MOST CORNER OF h �� LOT 31, ST. JOHNS LANDING (/ / 2 � _ (P.B. 53, PAGES 45 -49) , I i / / tbta I o ^ v * 4 Z) m I // / \ I I V j )/ �� 44, ^ �O A I £ Q . Q \ / Op er^ - SURVEYOR'S NOTES &, O� a q: ?S. 0 i• 1. Bearings are based on the East ` �` / `�/ "/ _ c A.' right —of —way line of Tuskawilla Road, � / CO f� being N30'04'55 "E. 2 m ` /// -- vl Q �4 co / / ON 0) 2. This is not a Boundary Survey. 4 , / r.j No corners were set. ki T (\r / / ^ p O O � W (18,1 9 square feet), s mo more oroless. . / �j ^ / / / ''' J a / / o W 9 c / 4„ / ` iZ O r4 / 4.4, ^7 //Q 6 „ N a� / / / O C " O Q LEGEND / h ° • � '/ / ° Q � 3 a / N N � ti a O r • q. CENTERLINE v0 / / / � Qv � a o ,Z, ca . D DELTA , / / Z c L ARC LENGTH / Q' h ct fS O.R.B. OFFICIAL RECORDS BOOK 2S' // \ � 25r P.B. PLAT BOOK / " IQ W / P.O.B. POINT OF BEGINNING , N $ 'Q 2 r P.O.C. POINT OF COMMENCEMENT 9 $$• = / / P.T. POINT OF TANGENCY / 9)$ O$'' C� / W R/W RIG — —WAY `S 44 / P.O.B. it; 50 ' C- R RADIUS 5 T.B. TANGENT BEARING / } / MAGNOLIA PARK ACQUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/12/09 — R.W.M. REVISED — 5/6/08 — A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 — A.D.A. 850 Courtland Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \TO9A39.dwg 11/12/2009 Tele. No. (407) 282 -0957 Fax No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 - 09 LICENSED BUSINESS No. 3778 AFFIDAVIT OF INTEREST IN REAL PROPERTY - F.S. 286.23 THIS IDAVIT OF INTEREST IN REAL PROPERTY is made and entered into this fa day of I6 r MI Ira , 2009, for the sole purpose of compliance with Section 286.23 of the Florida Statutes. 1. The undersigned hereby swears and affirms that the following is true: 2. The undersigned is the President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, the legal title holder of the real property described on the attached Exhibit " 3. The name(s) and address(es) of every person having a beneficial interest in the real property described on the attached Exhibit "A" however small or minimal is /are: Name Address a) The Trust for the International 900 Seventh Street, NW Brotherhood of Electrical Workers 11 Floor Pension Benefit Fund Washington, DC 20001 FURTHER AFFIANT SAYETH NAUGHT. [SIGNATURES ON FOLLOWING PAGE] • WITNESSES: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation L1.. • • f • . (signa I-) • 1 B (� , Lindell K. Lee, President A!yssa C. PrZysfawiK (print name) j efr— A ssit — (signa*e (printriame) - sTFT -@F. COUNT-31-9F SWORN TO AND SUBSCRIBED before me this 1 day of d C'1 , 2009, by Lindell K. Lee, President of WINTER SPRINGS HOLDINGS, INC., (check one) [ho is personally known to me or ❑ who produced as identification. Elizabeth Hubbard of ublic Nonry Public, District of Columbia ary My Commission Expires 4/14!20 Print Namea� - ti My Commission expires: I {! 1 412 0 • • Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 0S °21'47 "; thence Southeasterly along the arc of said cu rye and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 8S0 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 R BERT A P. R BERT W. MONACO P. .M # 5980 Date: 4,G1(+rMe /t. 12 2000 SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- • P.O.C. \ �t o° � , * SOUTHWESTERN MOST CORNER OF h 0 ..i. ) ^� LOT 31, ST. JOHNS LANDING I/ ^ 2 / 2� (P.B. 53, PAGES 45 -49) i / / I ". M J �O "W r. / ^ O' ?� /..* // Q I °' 1'1 eh N y % 4,75 % �y 4/ 4 / ��6 SURVEYOR'S NOTES A., O, o �' 2s• 0 I 1. Bearings are based on the East `�' / / 3 / / , a right —of —way line of Tuskawilla Road, AN ` / / o� n / being N30'04'55 "E. �2 `�Y / / O, , a 4 co //// / ON 2. This is not a Boundary Survey. (• 3d J / / Po' / f� No corners were set. 47 Q � - , / p O O 3. This site contains 0.417 acres y e / V / / j am• 11 p , 1 (18,159 square feet), more or less. •: /\ /4 / / d •' '� cr.?, J P / / / it / ' ,,. (0 i -.. (-0• , o al 'E 10 1.. V to • / a4, ,,,S),/ /.Pv61 CO a / / ri / O () -- O LEGEND / h ° / / : ' ° Q P s' a \ / N N � a. CENTERLINE 4 )/ro / // o ,d. m ..0 � a D DELTA ) L ARC LENGTH / � 1ct ORB. OFFICIAL RECORDS BOOK ' . / / / - .... !i7 �5 P.B. PLAT BOOK / �S' 9 ,14./ /� P.O.B. POINT OF BEGINNING ,4/�$ • ' P.O.C. POINT OF COMMENCEMENT `SS' 3 / P.T. POINT OF TANGENCY / 9 )$ S s ¢ U / �W., R R W RADIUSOF —WAY / P.O.B. It 50 ' T.B. TANGENT BEARING / f / Sp, / MAGNOLIA PARK ACQUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/12/09 — R.W.M. REVISED — 5/6/08 — A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 — A.D.A. 850 Courtland Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0957 Fax No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 CORPORATE RESOLUTION I HEREBY CERTIFY that I, LINDELL K. LEE, am the duly elected and qualified Secretary of WINTER SPRINGS HOLDINGS, INC., a Delaware 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 Delaware law. WHEREAS, the Corporation has agreed to donate a certain parcel of property located in Seminole County, Florida, (the "Property") as more particularly described on Exhibit "A" attached hereto, to the City of Winter Springs, Florida, a Florida municipal corporation, (the "City"), in consideration of a park and recreation impact fee credit for the property described on Exhibit "B" attached hereto in the amount of $49,302.16 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 donation are hereby ratified and approved by the Corporation; and BE IT FURTHER RESOLVED that LINDELL K. LEE, the President of the Corporation, is hereby authorized, directed, and empowered, on behalf of the Corporation to execute the Special 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. BE IT FURTHER RESOLVED, that the Corporation accepts the park and recreation impact fee credits in the amount of $49,302.16. 1N WITNESSWHEREOF, I have hereunto affixed my nampps Sec etary, and have caused the corporate seal to be hereunto affixed, thi7 7 day of L' }-» , 2009. 1 • WITNESSES: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation g 001 -4 (si ture) � 'u 4. By: K Lindell K. Lee, Secretary A Iyssa C . Pr2yStaWi (pn t name') (CORPORATE SEAL) (sign e) Ionia) t (print >e) STATE OF V ∎SAM6 .49 p C The foregoing instrument was acknowledged before me this 0-- day of 2009, by LINDELL K. LEE, the Secretary of WINTER SPRINGS • HOLDINGS, INC., a Delaware corporation (check one) Eho is personally known to me or ❑ who produced as identification. ct of Coium Notary Public ,�/ �i Not � Public, Ex Tres 41� 412 Print Name: G! 12.i. *L c�misswn My Commission expires: 1 /l vi I G:\Docs \City of Winter Springs \Magnolia Park \Closing Does \Corp Reso.doc 2 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way Tine of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 � R BERT W. MONACO P. . # # 59 5980 0 Date: GVrMIE5 (t-- l2 2.001 • SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- � P.O.C. .^�o ;; o $ SOUTHWESTERN MOST CORNER OF I I h ^ LOT 31, ST. JOHNS LANDING (P.B. 53, PAGES 45 -49) I / I / 1 " / ^b. ?� -�- I / Z /i I V j ) / 4 ic I g rcti Q 4', ��3 / 0 / � • SURVEYOR'S NOTES &, , o o . / 2S. _0 ! , _ 1. Bearings are based on the East �- ` / `�� `/ '� right -of -way line of Tuskawilla Road, / / ;.- n being N30'04'55 "E. �,z v `OY /// d a 2. This is not a Boundary Survey. e <o / / _ V No corners were set. Q 'T• (\Iii / / ... it, p C.)* I � 0 3. This site contains 0.417 acres ti ^ •/ ti• f/ I! � W (18,159 square feet), more or less. ��. , / ^ 3� / //4. Cr Q '� J / / / / / W , a P : : to :.'c;' ,.. ,- ,, , 1 ,Q), /,. 4: <I- 07,,,7 / r 4/ ,�C / / / / Q " C <v N ag / �i / ^� O Q LEGEND /� o / ° .* r a c i N N - E, . q CENTERLINE � � � /// / oo h � o° ,�' m , A DELTA / / N) m 'V ^ 4 L ARC LENGTH / / / <0 Q h O.R.B. OFFICIAL RECORDS BOOK 2 1/45'• // �� � Z P.B. PLAT BOOK / ?S �'/ P.O.B. POINT OF BEGINNING / NS Q / a P.O.C. POINT OF COMMENCEMENT / 9.5:5, 3 t om' q P.T. POINT OF TANGENCY / 9 '' S S'IP c R/W R IGHT -OF -WAY ,'.� R RAD / / P.O.B. / � S0. Sp . / T.B. TANGENT BEARING / ' MAGNOLIA PARK ACQUISITION (0.R.B. 5510, PAGE 1286) Tinklepaugh REVISED - 11/12/09 - R.W.M. REVISED - 5/6/08 - A.D.A. SURVEYING SERVICES, INC. REVISED - 2/25/09 - A.D.A. 850 Courtland Street, Suite 2 -A = Orlando, Florida 32804 I: \TO9A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0957 Fax No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 LFGAL DESCRIPTION: A PORTION OF LOTS 7 AND 8. BLOCK "A ", O.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, RA EAST LYING DING TO THE T THEREOF AS RECORDED PLAT BOOK 5, OF 21 • RECORDS OF SE'MINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: • COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF UN 538'23'34 "EOA DISTAN E OF WAY 27.48 FEET O THE BASEU E OF SURVEY 13. S STATION SAID RIGHT )OF HENCE EASTE M R A L P Y RIGHT OF WA OF SKAWILLA RUN ROAD (FORMERLY KNOWN DISTANCE BRANT EY AS POINT ON THE S SHOWN ON SAID RIGHT OF WAY MAP; THENCE CONTINUE N30'04'56 "E, ALONG SAID EASTERLY "k RIGHT OF WAY • LINE, A DISTANCE OF 55.62 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE N30'04 56 E, ALONG SAID EASTERLY RIGHT OF WAY LINE. A DISTANCE OF 1279.13 FEET TO A POINT ON A NON- TANGENT CURVE CONCAVE ON S THE WESTERLY UN C.S X. ON CHORD NCORPORATED OF CHARM BRANCH" ALSO BEING POINT RAIL CORRIDOR; THENCE DEPARTING SAID CC RIGHT OF WAY LINE RUN ALONG SAID WESTERLY LINE AND ALONG TANGE THENCECRUN 515'33'47"W A DISTANCE OF 013 17 FEET TO THE OF FEET RNER OF RELEASE OF PARCEL 2 AS DESCRIBED IN OFFICIAL RECORD BOOK 3988, PAGE 1095; THENCE DEPARTING SAID WESTERLY LINE ORTHEASTiCORNER OF SAID PLARCEL LINE 2 SAID POINT ALSO B E ALS ENG O N TESSOU DISTANCE HE RLY10NEOOFEET TO ACQUISITION PARCEL B (THE RAILS TO TRAILS CORRIDOR) AS DESCRIBED IN OFFICIAL RECORD BOOK 4092. RUN 554'37 THENCE D STTANCE S57'01'", ALONG O TO A PO NTUOFECURVATURE OFSAATANGENT 95.46 THENCE CURVE CONCA ANGLE E OF Y 61 1 1 6 51" A DISTANCE O F 90 91 E EETTTONTHE POINTLOFGREVERSCCURVA CURVATURE. ID THRU A BEING CONCAVE SOUTHERLY. HAVING A RADIUS OF 500.00 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 38'11'46" A DISTANCE OF 333.32 FEET TO THE POINT OF TANGENCY; THENCE RUN 577'43'04 E A DISTANCE OF 187.98 FEET; THENCE RUN S46' 13 52 E A DISTANCE OF 177.70 FEET; NORTHWESTERS32'504 OF SAID ACQUISITION 6PARCEL FEET THENCE RUN S50'311''58w, SAID SOUTHERLY UNE AND THE D OF STATE OAD 434 (PER FLORIDAODEPARTME T OF TO A POINT TRANSPORTATION RIGHT OF WAY SECTION 77070- 2516, SHEET 11 OF 13); THENCE DEPARTING SAID NORTHWESTERLY LINE RUN N38'43'16 "W, ALONG SAID RIGHT OF WAY UNE. A TANGENT CURVE CONCAVE SOUTHWESTERLY,THAV HAVING A RADIUS OF 7905.47 FEET AND A OF U CHO D BEARING OF N37'00'57'1V; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 3'24'37" A DISTANCE N38 470.54 1'w A DISTANCE OF 136.42 FEE CURVE; 0 THE SOUTHEAST CO NER OF OF ELEASE PARCELT THENCE RUN 2 E UE N38'43' 6 A DASDISTANCEF OF 3 8.12 FEET 0 THE SOUTHWEST SOUT CO CORNER RELEASE L THOSE LANDS DESCRIBED. IN OFFICIAL RECORD 800K 2803, PAGE 643: THENCE DEPARTING SID NORTHEASTERLY RIGHT OF WAY UNE RUN N30'04 56 E ALONG INC SOUTHEASTERLY LINE OF SAID PROPERTY. A DISTANCE OF 220.00 FET 0 THE OF N38'43'15 W, G. : ALONG THE NORTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF THENCE RUN 2 TOGETHER WITH: A PORTION OF LOTS 7 AND 8, BLOCK "A ". D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, RANGE CAST ACCORDING TO THE O PLAT THEREOF AS RECORDED I IN PLAT BOOK C 1, O PAGE 5. OF H HE 2 PUBUC H RECORDS OF SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF UN 538'23'34'E A OISTAN E OF WAY 1729..58 FEET ALONGOTHE BASELINETOFOSURVEY S ONOSID 600+32.11); THENCE OF WAY MAP; NORTHEASTERLY THENCE RIGHTPOFT 'WAYSLINE OF ROAD ISTANCE KNOWN F AS 7 BRANTL.EY AVENUE.29 TO A POINT SHOWN ON SAID RIGHT OF WAY MAP, FOR THE POINT OF BEGINNING; THENCE RUN N50'31'58 "E A DISTANCE OF 1,033.48 FEET; THENCE RUN N39'38 02"W A DISTANCE OF 15.00 FEET: THENCE RUN N50'31'58 "E A DISTANCE OF FEET; THENCE RUN E DISTANCE CE 57 6? FEET; THENCE RUN E DISTANCE 52.48 FFEET 34.00 TO THE EASTERLY LINE OF BLOCK A ", D.R. MITCHELL 5 SURVEY OF THE LEVY GRANT ON LAKE JESSUP AS DISTANCE OF 25 O FEET; 1 THENCE DEPARTING RUN SID S05' EASTERLY LINE OF BLOCK "A" RUN LINE OF "A" A DISTANCE OF 109.52 FEET; THENCE RUN 550'54'04"W A DISTANCE OF 11.72 FEET; THENCE RUN 522'01'13" A A DISTANCE OF 9 60 FEET; THENCEERUNNS929'00'27"W " A 92 FEET; THENCE RUN AFO EMENTIONED SEASTERLYYFLINE 176.05 BLOCK AE " T ENCE RUN ALONGESAID DISTANCE UNE OF BLOCK? A A POINT ON THE S05'13 52 W A DISTANCE OF 42.89 FEET: THENCE DEPARTING SAID EASTERLY LINE OF BLOCK "A" RUN N27'56'26"W A DISTANCE OF' 41.29 FEET; THENCE RUN N36'31'04 "W A DISTANCE OF 54.59 FEET; THENCE RUN N52'32'01'W A DISTANCE OF 245.40 FEET; THENCE RUN 589'06 27"W A DISTANCE OF 57.99 FEET; THENCE RUN S28'55 33"W A DISTANCE OF 34.27 FEET; THENCE RUN 510'02' 16"W A DISTANCE OF 55.95 FEET EET; 'THENCE THENCE N ERU 503'05'47"W '47'4"W A DISTANCE OF 49.12 FEET: : THENCE RUN 507'25'22"W A DISTANCE OF 30.85 FEET; THENCE RUN 567'06'00 "W A DISTANCE OF 15.29 FEET ; THENCE RUN 579'35'01'W A DISTANCE OF' 69.29 FEET; THENCE RUN 986' 04'53'W A DISTANCE OF 186.65 F FEET ;TTHENCERRUNNS09 51'29"WAADDISTANNCE OF 1 3 05 THENCE RUN RUN RUN AFOREMENTIONED N3ET 52'1 1"W A I NORTHE NORTHEASTERLY RIGHTEOF THENCE ROAD; THENCE TO A POINT ON THE 0 THE SAID NORTHEASTERLY • OR BEE NG. VIGHT OF WAY LINE OF TUSKAWILLA ROAD N38'43' 16 "W A DISTANCE OF 73.56' TO THE CONTAINS 46.553 ACRES (2,027,8 SQ. FT.), MORE OR LESS. EXHIBIT i 00 ii 7 r AFFIDAVIT OF NO LIENS j (Seller) STATE OFD I +t, t$ 6) I) 4' m li COUNTY OF BEFORE ME, the undersigned authority authorized to take oaths and administer acknowledgments, personally appeared LINDELL K. LEE, President of WINTER SPRINGS HOLDINGS, INC., a Delaware Corporation, ( "Affiant "), who duly sworn under penalties of perjury, deposes and states, to the best of my actual knowledge, as follows: 1. Affiant represents that WINTER SPRINGS HOLDINGS, 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, bearing Commitment No. CA 637182, (the "Commitment ") and he has knowledge of the matters noted herein. 2. Affiant has not received written notice and, to the best of his or her knowledge, there are no- defects, liens, encumbrances, or other adverse matters affecting title, other than those disclosed in the attached Commitment. 3. That there are no persons or entities to which Owner has entitled the right of possession or are in possession of the land, exclusive of the City's previous use of the property for special events, and that Owner's right to title and possession of the land are not in dispute or question, and that there are no tenancies, leases or other occupancies that affect the property. 4. There are no written 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. Except as set forth in the Commitment, 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 to which Affiant has received notice. 7. Owner is not part of any bankruptcy proceeding under the U.S. Code, or insolvency under any state statutes, and is not currently in bankruptcy or the subject of a state insolvency statute. 8. That Owner has not ordered and, to the best of Owner's knowledge, no work has been done or materials furnished to the land for the past ninety (90) days. 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 the CITY OF WINTER SPRINGS, FLORIDA, which is purchasing the property from the Owner. 10. That said Affiant recognizes that some of the purposes of this affidavit are to induce the 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 atitle 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 knowingly material false statements contained in this Affidavit. Affiant has caused this Affidavit to be executed this day of 2009. AFFIANT: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: K Lindell K. Lee, President SWORN TO AND SUBSCRIBED before me this 2 — ] day of 001--s-6 , 2009, by LINDELL K. LEE, o-President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (check one) 0 who is personally known to me, or ❑ who has produced as identification. Adik— NOT ' Y PUBLIC Print name: 0 My Commission Expires: y'l i / ll ' 0:\Docs\City of Winter Springs\ 1agnolia Park \Closing Docs\aff no liens.wpd wary E ltp► 0412011 ■ • lily Page 2 of 2 EXHIBIT Commitment To Insure ALTA Commitment :1970 Rev [� CA 637182 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation, herein called the * * * * Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, * as identified in Schedule A, in favor of the proposed insured named in Schedule A, as owner or * mortgagee of the estate or interest covered hereby in the and described or referred to in Schedule A: * * * upon payment of the premiums and charges therefor; all subject to the provisions of Schedule A and B and to the Conditions and Stipulations hereof. 4 This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company. either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. . IN WITNESS WHEREOF, Old Republic National Title Insurance Company has caused this Commitment to be signed and sealed as of the effective date of Commitment shown in Schedule A, the Commitment to become valid when countersigned by an authorized signatory. CONDITIONS AND STIPULATIONS 1. The term "mortgage ", when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien. encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof or (b) to eliminate exceptions shown in Schedule 8, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and the Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. NOTE: The policy committed for may be examined by inquiry at the office which issued the commitment, and a specimen copy of the policy form (or forms) referred to in this commitment will be furnished promptly upon request. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Delivered with and printed on this Commitment Jacket is the A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 Closing Protection Letter promulgated under Rule 4- 186.010, F,A.C. (612) 371 -1111 Brown, Gaepanese, Weiss & D'Aarssta, P.A. 111 North Orange Avenue By ✓ President •‘ Suite 2000 Authoriz d Sig Orlando, FL 31801 407. 4254566 Foss 407 - 425 -9596 Attest ''f Secretary 81 'l.�'`J( C �tJ ORT Fonn 3229 CA " II OLD REPUBLIC NATIONAL ill LE INSURANCE COMPANY ORNT File Number: 08110087 JAR/vl Agent File Number: 1193 Commitment Number: CA 637182 REVISED FEBRUARY 26, 2009 SCHEDULE A 1) Effective Date: August 27, 2009 at 5:00 PM 2) Policy or Policies to be issued: Amount: a) ALTA Owners Policy Standard Form B 1992 $49,302.16 (amended 10/17/92 with Florida Modifications) Proposed Insured: THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation b) ALTA Standard Loan Policy 1992 $N /A (amended 10/17/92 with Florida Modifications) Proposed Insured: N/A 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: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation 5) The land referred to in this Commitment is described as follows: SEE EXHIBIT "A" ATTACHED HERETO. This Commitment valid only if Schedule B is attached. ORDOCS COMLM1TMENT CON DI SUBDIVISION MF01149 ORNT File Number: 08110087 JAR 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 WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, to the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, conveying the property described in Schedule "A" herein. i) Satisfactory evidence as to the proper incorporation of WINTER SPRINGS HOLDINGS, INC., a Delaware 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 from MAIN STREET ASSOCIATES, LLC to THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND, dated December 28, 2005, and recorded December 29, 2005, filed in O.R. Book 6059, Page 630, re- recorded in O.R. Book 6116, Page 1859, in the original principal amount of $15,000,000.00; First Amendment recorded in O.R. Book 6467, Page 1396, Public Records of Seminole County, Florida. b) Partial Release of the UCC Financing Statement in favor of THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND, filed December 29, 2005, O.R. Book 6059, Page 712, Public Records of Seminole County, Florida. c) Partial Release of the UCC Financing Statement in favor of THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND, filed February 10, 2006, O.R. Book 6116, Page 1941, Public Records of Seminole County, Florida. SCHEDULE B SECTION II IS CONTINUED ON AN ADDED PAGE ORDOCS CO.LMIITMENT COMM SUBDIVISION MF01149 • ORNT File Number: 08110087 JAR 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. 26- 20- 30- 5AR -0A00 -0050 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. 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. 9. Subject to matters of plat of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP according to the plat thereof as recorded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. 10. Agreement by and between Schrimsher Land Fund 1986 -11, et al, and the City of Winter Springs, dated June 26, 2000, evidenced by Short Form Memorandum recorded in O.R. Book 3988, Page 1063, Public Records of Seminole County, Florida. 11. Public Underground Utility Easement granted to the City of Winter Springs, filed in O.R. Book 4773, Page 64, Public Records of Seminole County, Florida. 12. Third Amendment to Memorandum of Lease recorded in O.R. Book 6265, Page 934, Public Records of Seminole County, Florida. ORDOCS COMBIIT,'1 NT COMM SUBDIVISION MF01149 TAX INFORMATION: Parcel No.: 26- 20- 30- 5AR -0A00 -0050 2008 Taxes are PAID in the gross amount of $279,103.00, and WAS NOT homestead. Taxes DO include more land than subject premises. ORDOCS COMMITMENT COMM SUBDIVISION MF01149 • EXHIBIT "A" 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 North 59 °31'38" West 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 South 30 °04'55" West for a distance of 1478.38 feet; thence South 59 °55'05" East for a distance of 6.00 feet to the Point of Beginning; thence North 30 °04'55" • East along the East right -of -way line of said Tuskawilla Road per Official Records Book - 3449; SS10 Page 1286 of the Public Records of Seminole County, Florida for a distance of 357.28 feet to a non - tangent curve concave Northwesterly, having a tangent bearing of South 10 °12'00" West, a radius of 1110.99 feet and a central angle of 05 °21'47 "; thence Southeasterly along the arc of said curve and the West right -of -way line of the CSX Transportation Inc. "Lake Charm Branch" " Rail Corridor, a distance of 103.99 feet to the point of tangency; thence South 15 °33'47" West, a distance of 266.49 feet; thence North 59 °55'05" West, a distance of 97.55 feet to the Point of Beginning. • ORDOCS CONLMITHENT COMM SUBDIVISION MFD1149 e . t SELLER: WINTER SPRINGS HOLDINGS, 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: October 28, 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. 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: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (fe. zawde, By: K t ^ r Lindell K. Lee, President ,,k .Qe� • Vt l ci' 0 Co (1.4A444 C The foregoing instrument was acknowledged before me this r"1 day of © cktrt)A'k , 2009, by Lindell K. Lee, President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (check one) who is personally known to me or ❑ who produced as identification. a I - I OTAR ` PUBLIC Print name• 1 2.A Q$& My Commission Expires: u /1, , Nittbl N Elizabeth k -vC s+o) wct xWres 4/14 /2011 Page 2 of 2 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence - N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rye and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 _P BERT u A_ a�.,a,� R BERT W. MONACO P. .M # 5980 Date: 4, 1/-- 12. 20c/ . i SKETCH OF DESCRIPTION ATTACHMENT •A• -- NOT A SURVEY -- ■ � I P.O.C. •^16 $ SOUTHWESTERN MOST CORNER OF h °j ^� LOT 31, ST. JOHNS LANDING I/ / <v (P.B. 53, PAGES 45 -49) , i / / / I te ^ I / 4). � -�- 4til I / ^°`/. I V .§/ ), A / c' I 4 �Q' ^ Q /,Q. / 4 "4,- . 4) s , / #(. e; SURVEYOR'S NOTES Ay o" o o • / 2 S , _,. _ 1. Bearings are based on the East / ` '� right -of -way line of Tuskawilla Road, ��`` / v) n being N30. 04'55 "E. 4 `� // / p„ pl ^ti / 0.--) 2. This is not a Boundary Survey. ���� /// �NM No corners were set. 4, `z P / / / p O 3. This site contains 0.417 acres \ y h ry j am • If p // . W (18,159 square feet), more or less. �v /\ /-.) / / / a o •+ J a / / o W o o c / ` o 4 ,e d O io / / cb a P.: it, :: .3 • / ^ o / / /�%?16 (Ni +� !4 / C� O 4 LEGEND /;°o / / ° Q � a a� / N N ' � f-, . CENTERLINE h / / / � 2 o m 6 DELTA h / / O h ^ c o (4 L ARC LENGTH / / / <a O.R.B. OFFICIAL RECORDS BOOK ?S• / / �� (� �? P.B. PLAT BOOK / ?S• w P.O.B. POINT OF BEGINNING , NS ? I �• 1 ; P.O.C. POINT OF COMMENCEMENT / 9 S S. 3 s-+ Q P.T. POINT OF TANGENCY / 9) 064, � \ V w R RIGHT -OF -WAY , / R RADIUS / P.O.B. /y 5 / E-4 T.B. TANGENT BEARING / ,' 5p ' MAGNOLIA PARK ACQUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED - 11/12/09 - R.W.M. REVISED - 5/6/08 - A.D.A. SURVEYING SERVICES, INC. REVISED - 2/25/09 - A.D.A. 850 Courtland Street, Suite 2 -A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 262 -0957 Fax No. (407) 879 -6915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 r . SELLER: WINTER SPRINGS HOLDINGS, 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: October 28, 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. Page 1 of 2 r WITNESSES: CITY OF WINTER SPRINGS, FLORIDA 1-44 By: G , 5cf -- p V By: Key:Hi L. Smith, fity Manager ' liitet I 4 _:...1L— .461 STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this '77 day of (0G+(Uf ,-) , 2009, by Kevin L. Smith, City Manager of the City of Winter Springs, Florida, who is personally known to me. 4 iTARY PUBLIC Tint name: My Commission Expires: aV� Nike Joan Notary Public own State of Florida ‘0,,;:f +C My Commission DD788883 Expires 03 /18/2012 t t, Page 2 of 2 . EXHIBIT Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 8S0 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 R BERT W. MONACO P. .M # 5980 Date: 4, t2 2..009 • r I SKETCH OF DESCRIPTION ATTACHMENT •A• -- NOT A SURVEY -- 1 L.*. P.O.C. I ."moo ;,) p $ SOUTHWESTERN MOST CORNER OF h0) '.``"). LOT 31, ST. JOHNS LANDING I 1 / / _4, _ (P.8. 53, PAGES 45 -49) 1 I �� � �� J 0 0 I h � Q * / r r ' r � 4) Q � / O / I SURVEYORS NOTES A., "et,. , o o . / 2 1. Bearings are based on the East ` / `�/'/ '� right —of —way line of Tuskawilla Road, �t`t / o„ n being N30'04'55 "E. 4`. _ `°� / // c" c":1-6) / a 2. This is not a Boundary Survey. 4 `� 4, / / � N y No corners were set. y Q V� Cb /// ^ h p / O 3. This site contains 0.417 acres ��� ^ti / l� f ii / W (18,159 square feet), more or less. �" ^ ^ /^ 7 / / / v� ,..'.4 ,-, J a/ / 0 W C) q' / e441/ -..../ t. O � `1,+ 4`)°,//.. f~ �:� / 4`)°,//.. / a / / / �\ �q) co n - ti / / .4/ n C ) / /Qvp� (. /r IC i / 0 0 „ � 0 4 LEGEND / ,o o / / / : :., 4 3 X a � / N N ' 4 h c. CENTERLINE / / / / / C e .1 � 1._ f_ &, 4 A DELTA / / p in co a,' 4 ., L ARC LENGTH / / /( + � 0 O.R.B. OFFICIAL RECORDS BOOK 2 S• / / CI) v P.B. PLAT BOOK . P.O.B. POINT OF BEGINNING / 2S , /VS z r / / ' P . O .C. POINT OF COMMENCEMENT .9 6,5-. 3 1 / A P.T. POINT OF TANGENCY / 9) 6 06., V / R/W RIGHT —OF —WAY x+ R RADIUS / / P.O.B. /y s0• / s.., T.B. TANGENT BEARING / f / 50 ' MAGNOLIA PARK ACQUISITION (0.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/1 2/09 — R.W.M. REVISED - 5/6/08 - A.D.A. SURVEYING SERVICES, INC. REVISED — 2/25/09 — A.D.A. 850 Courtland Street, Suite 2 —A • Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0957 Fez No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 9778 HAZARDOUS SUBSTANCE AFFIDAVIT C.wJa. - COUNTY OF BEFORE ME, the undersigned authority, personally appeared LINDELL K. LEE, as President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, ( "Seller "), and who, in order to induce the CITY OF WINTER SPRINGS, FLORIDA, ( "Buyer "), to close the purchase of the real prpperty 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. FURTHER AFFIANT SAYETH NOT. WINTER SPRINGS HOLDINGS, INC., a Delaware corporation Lindell K. Lee, President SWORN TO AND SUBSCRIBED before me this � t day of 0 C , 2009, by LINDELL K. LEE, the PresiOnt, of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (check one) who is personally known to me or 0 who produced as identification. 1 ary frublic Print Name: e • My Commission Expires: 11 E:llzab Notary Publicic, p of Columbia P 1y C°"u"i°$'oa Explre3 4/14/2011 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30 °04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rve and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 --- BERT A O P. .M R BERT W. MONACO P..M # 5980 Date: Gv MI31c p_ 12 zoc , SKETCH OF DESCRIPTION ATTACHMENT 'A' -- NOT A SURVEY -- / 1 � P.O.C. •^�o �3. o $ ,� SOUTHWESTERN MOST CORNER OF h 0j LOT 31, ST. JOHNS LANDING 1 / / 2 <v (P.B. 53, PAGES 45 -49) i / / I �^ 8 �O / 4o R1/4 -�- I / Z /.* � / h'€ I h .4C. AQ y� T. ^ c ry ry � CO / o° 4 1 cO '.ry ,,\o / AP O h / h SURVEYOR'S NOTES cr1o���o /2S x'4 7 • 1. Bearings are based on the East ` / ` '� right —of —way line of Tuskowilla Road, C6 C T / p n being N30'04'55 "E. �� `W / / / Q . 0 (� 2. This is not a Boundary Survey. No corners were set. / ^ 0 0 V O 4. 3. This site contains 0.417 acres �. • / / ti II • f/ // • (18,159 square feet), more or less. Ate" /\ / M j / / Q � � � W J a / / /(/ o Zi 4 / I /3 t �J` V O 4 . i r`r 1 / V. / / \ o co &� E h / . 'ti / / • ?-'6, N +ate � '/ 0 / 4 4 CJ ,w1 O � LEGEND / . o ? / „moo Q r a i ,--7 O 4 c . CENTERLINE °j ro / � r DELTA /o M N1 L ARC LENGTH / /�o ORB. OFFICIAL RECORDS BOOK / // P,B. PLAT BOOK 2 S' , 4 � v a'C P.O.B. POINT OF BEGINNING / NS 3 Y / �, P.O.C. POINT OF COMMENCEMENT / 9 Ss, 3 ,h f q P.T. POINT OF TANGENCY / 9 155 S'� � C • R/W RIGHT —OF —WAY R RADIUS / P.O.B. /1, S0, / H T.B. TANGENT BEARING / SO MAGNOLIA PARK ACQUISITION (O.R.B. 5510, PAGE 1286) Tinklepaugh REVISED — 11/12/09 — R.W.M. REVISED — 5/6/08 — A.O.A. SURVEYING SERVICES, INC. REVISED - 2/25/09 - A.D.A. 850 Courtland Street, Suite 2 —A o Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 282 -0967 Fez No. (407) 879 -8915 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 CERTIFICATE OF INCUMBENCY STATE tSi"f1 o col w,t4,64 c COUNTY F LINDELL K. LEE, being duly sworn, deposes and says that he is the Secretary of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (the "Corporation "), with the business address being 900 Seventh Street, NW, Ste. 1020, Washington, DC 20001; that he has custody of the books of the Corporation; and that the following are the current officers and directors of the corporation and their signatures: OFFICER NAME SIGNATURE President Lindell K. Lee Vice President Secretary/Treasurer K WITNESS my hand and seal of the Corporation this - day of 2009. �.` K ,. Lindell K. Lee, Secretary (CORPORATE SEAL) SWORN to and subscribed before me this d�� day of 0 4 , 2009 by LINDELL K. LEE, the Secretary of WINTER SPRINGS HOLDINGS, INC., (check one) to is personally known to me or ❑ who produced as identification. A 141 A 41 - ■•% 2`1 otary P lic 7 , L / Print Name: t-: zot4 ' 2 t IYt. My Commission expires: co ' z0 , l G:\Docs\City of Winter Springs\Magnolia Park \Closing Docs\incumbency certi .d Pubic coma) E V i res 4/17/2 0711/ w : • CERTIFICATE OF NON - FOREIGN STATUS • STATE C5111 Or Oc 0:-- Section 1445 of the Internal Revenue Code provides that a TRANSFEREE (City of Winter Springs) 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 WINTER SPRINGS HOLDINGS, INC., a Delaware 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: 26- 2027803. 3. TRANSFEROR'S address is: 900 Seventh Street, NW, Ste. 1020, Washington, DC 20001. 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 , 2009. WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: K Lindell K. Lee, President SWORN TO and subscribed before me this ( -iay of tk 1, 2009, by Lindell K. the President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (check one) ho is personally known to me or 0 who produced as identification. ∎ Notary ' ublic Print Name: t z Elizabeth Heard Notary Public, District of Columbia My Commission Expires 4/1 4/2011 4 • 4 AFFIDAVIT OF SURVEYOR STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, the undersigned authority, duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Robert W. Monaco (the "Affiant ") who, after first being duly sworn, deposes and states as follows: 1. That Affiant has personal knowledge of the facts and matters stated in this Affidavit, all of which are true and correct. 2. That Affiant is a Florida licensed professional surveyor with Tinklepaugh Surveying Services, Inc. 3. That Affiant prepared the legal description and sketch of the real property set forth on Exhibit "A" attached hereto and made a part hereof (the "Park Property"). 4. That Affiant has reviewed the legal description of the real property conveyed to Winter Springs Holdings, Inc. ( "Owner ") pursuant to that certain Special Warranty Deed from Main Street Associates, LLC to the Owner dated August 30, 2007, and recorded in Official Records Book 6816, Page 1069, of the public records of Seminole County, Florida attached hereto as Exhibit `B" and made a part hereof (the "Deed "). 5. That Affiant has also reviewed the legal description of the real property conveyed to Owner that is set forth on Exhibit "A" of the Deed (the "Overall Property"). 6. That Affiant hereby confirms that the legal description of the Park Property mathematically creates a geometrically closed figure and that all of the real property described in the Park Property legal description on Exhibit "A" hereto is located wholly within the lands described in the legal description of the Overall Property. 7. That the Park Property abuts Tuskawilla Road, a County Right -of -Way, without any gaps, strips, or gores. 8. That this Affidavit is made to confirm to Owner and Greenberg Traurig, P.A. that the Park Property, which Owner is conveying to the City of Winter Springs, Florida, by special warranty deed, is wholly located within the Overall Property. 358,184,735v2 073448.010200 9. That Affiant further states that he is familiar with the nature of an oath, and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. The Affiant further certifies that he has read, or has heard read to him, the full facts of this Affidavit and understands its contents. Further Affiant Sayeth Not. Dated this t2'` day of November, 2009. ft Robert W. onaco • • STATE OF FLORIDA •) - ' COUNTY OF ORANGE Sworn to and subscribed before me this l').. - day of November, 2009 by Robert W. Monaco. He (✓) is personally known to me or ( ) has produced N /A as identification. NOTARY PUBLIC Print Name: My Commission Expires: vv,„,‘ tq, C 1 • r c'r: SANDRA SMEDLEY Y ' No1ry Pubic • SIAM of Flory Comminkm E tMay 1%2010 CasN�MM / DO Sos3a 0 ' �' s l a m e y Nubile, Noh y Awn. CO 358, 184, 735v2 073448.010200 2 EXHIBIT "A" LEGAL DESCRIPTION AND SKETCH OF PARK PROPERTY 3 . -O 388. 164,735v1 073448 010200 Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION 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 °31'38 "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 S.30 °04'55 "W. for a distance of 1478.38 feet; thence S.59 °55'05 "E. for a distance of 6.00 feet to the POINT OF BEGINNING; thence N.30'04'55 "E. along the East Right -of -Way line of said TUSKAWILLA ROAD per Official Records Book 5510, Page 1286 of the Public Records of Seminole County for a distance of 357.28 feet to a Non - Tangent curve concave Northwesterly, having a Tangent Bearing of S.10 °12'00 "W., a Radius of 1,110.99 feet and a Central Angle of 05 °21'47 "; thence Southeasterly along the arc of said cu rye and the West Right -of -Way line of the C.S.X TRANSPORTATION INC. "LAKE CHARM BRANCH" RAIL CORRIDOR, a distance of 103.99 feet to the Point of Tangency; thence S.15 °33'47 "W., a distance of 266.49 feet; thence N.59 °55'05 "W., a distance of 97.55 feet to the POINT OF BEGINNING. Containing 0.417 acres (18,159 square feet), more or less. T09 -A39 Prepared by: This description and the accompanying sketch or sketches has been prepared in accordance with the Tinklepaugh Surveying Services, Inc. Standards set forth in Chapter 61G17, F.A.C., 850 Courtland Street pursuant to Chapters 177 and 472, Florida Statutes. Suite 2 -A Unless it bears the signature and the original raised Orlando, Florida 32804 seal of a Florida licensed surveyor and mapper this (407) 262 -0957 drawing, sketch, plat or map is for informational purposes only and is not valid. Revised: 11 -12 -09 R BERT W. MONACO P. .M # 5980 Date: 1t 6 V MIN /L- t2 200 SKETCH OF DESCRIPTION ATTACHMENT •A• -- NOT A SURVEY -• I �, o P.O.C. 0 $ SOUTHWESTERN MOST CORNER OF h ^` LOT 31, ST. JOHNS LANDING I I/ / ty (P.B. 53, PAGES 45 -49) I / /4t5*1-1 I .? "a I/ I / / ^o - � - I / 0.1113 I - /■$ "'/44-2 v -61 / 47 cl (Ste 1 SURVEYOR'S NOTES =&4 Qi �\ ? o /� 1 1 4- ` / s• m / 1. Bearings are based on the East �' �- / `�/'/ /.... right -of -way line of Tuskawilla Road, / 6, t ��``��� being N30'04'55 "E. 4,+ `9Y /// Cr Co a 2. This is not a Boundary Survey. � / '- (71 No corners were set. Q' (' 43 / / ' / 4. �v Q ry/ gy p^ 0 3. This site contains 0.417 acres \ � h ^ / / /.... 11 // l W (18,159 square feet), more or less. ,`� ^ ^ /^� / Q ti J o` / / / e] o m'/ `/ 4„ 1/4. o / /°` / / / � \ ti (b CO _ ti Fv /. „ oA / i , .?'4, N = � / / 1 4 / 0 0 , 0 LEGEND // : ° Q� 3 a Co* / •N '� a 4.7 CENTERLINE €0 / 4D / / / aQ r/ ° ai A DELTA / .4 )/, , ' / /c Q M o L ARC LENGTH / / Co' Q O.R.B. OFFICIAL RECORDS BOOK / / (/) _ P.8. PLAT 800K ' 1 1. • i P.O.B. POINT OF BEGINNING N ` S 9 J 1 Cd P.O.C. POINT OF COMMENCEMENT / / 9 Ss• 3 •'' / Q P.T. POINT OF TANGENCY •SS S "h, ce C / W R/W RIGHT -OF -WAY / P.O.B. / 50' R RADIUS k / 50' / T.B. TANGENT BEARING MAGNOLIA PARK ACQUISITION (Q.R.B, 5510, PAGE 1286) Tinklepaugh REVISED - 11/12/09 - R.W.M. REVISED - 5/6/08 - A.D.A. SURVEYING SERVICES, INC. REVISED - 2/25/09 - A.D.A. 850 Courtiand Street, Suite 2 -A Y Orlando, Florida 32804 I: \T09A39 \T09A39.dwg 11/12/2009 Tele. No. (407) 262 -0967 Fax No. (407) 879 -8916 DRAWING No. T09A39 FILE No. SX- 7035 -09 LICENSED BUSINESS No. 3778 EXHIBIT "B" DEED OF OVERALL PROPERYT 4 . O YR 114.73,4 079440.010x00 , N/M wow wok i INOL= KMlIY a.ai OF wain OUT Ml 06111 hw 10m - 10741 MOM) CLERK' II 5 200733E54e wtaiii 01 /it/N7 11,17s41 IN OM WA T4I ItpXN)lI P IBM MOM Iv 7 OBI* r H,V •i , p tt. BIldo ' ,. Ada & Axelrod, LIP • 200 Scott .` • ,hived Ms 2100 i; Min ti,Ptsrida t Tex Parcel Lb. 26 . 3b-SAR -0A00.0030 to STATE OF FLO • d COUNTY OF SEMIN •~ E CIAL WARRANTY DEED THIS SPECIAL WA:�' DEED is made this 30th dry of August, 2007 by and between MAIN STREET : • • •• LLC (a Georgia limited liability company), whose address is 21d Seven Farms e • to 200, Charleston, South Carolina 29492 (bercbtrfter referred to as `Grantor") and ' SPRINGS HOLDINGS, INC. (a Delaware • .-, —. corpotsdoo) (hereinafter refitted to '' a '), whose eddmse is do The International Brotherhood of 81eoiIcal Workers P .: refit Fund, 1 1 * Floor, 900 Seventh Street, NM., Washington, D.C. 20001. (Wherever , the terms "Granter" and ' Grentce" shall be deemed to Include the respective putts y` �a • - • • Warranty Deed aid their rapectiw hero, legal representatives and assigns of Lodi` • the nmeemors and assigns of trustees, , partnerships, limited liability companies and •' • - ). WITNESS a: AT GRANTOR, fur and in consideration of • (Ton and Nof100 Dollars 010.00) and other good and valuable consideration, the • -- • sufficiency of which are hereby acknowledged, has grunted, bargained, sold, coo tweed, and does hereby t tom, bargain, sell, convey, and Imam, unto Grantee all of r t ,• .. right, lit*, and interest In and to all that certain tai property situate, lying end being • •le County, Florida (hereinafter referred to as the "Property's, and being more pariicularl e; , • - • in $xhibit "A" attached hereto and incorporated herein by this reticence; TOO t.al` ; whit all of the buildings, structures and improvements Menton Of any) and all ri • mil ... • hereditament, and appieteaenoa any thereto belonging or In wise appertaining, . •=, , VE AND TO HOLD the seine to the proper use, benefit, and behoof of Grantee ands y`•. • and assigns in fee simple forever. qmA ' MIAMI 1N 7 RS10.3 711113 1 31 Book6816 /Page1069 CFN#2007132548 THIS SPECIAL WARRANTY DEED Is sn absolute conveyance to Grantee of the title to the Property and is not intended to servo or operate as a mortgage, security agreement or security interest of any kind. A portion of the oonaldsrWon for this Special Warranty Deed is the agreement by Grantee, as the holder of the Mortgage described an Biatibit "B" hereto, to former forbear from pursuing its remedies against Grantor for payment of the lodobtedneaa secured by the Mo but this Special Warranty Deed is not given in satisfaodon of the Mortgage. 4,, • # = ' by socepta ce of this Special Warranty Decd, and Grantor acknowledge and agree , *' • I Warranty Deed Is not intended to, and shall not, operate to merge the o convoyed with any other interest or lien which Grantee may now have or sttbeega , . •. ' in the Property, it being the Intention of the potties that said interest, including, ; � led to, my lata m in mid Modiste, obeli continue to be a valid and enforceable ,2 • the Property, and shall not merge with Grantee's ownership Interest in the Property, o AND ' , ='; covenants end warrants with Grantee that the Property is free and clear of any cnchan 1 .. made or raffered by Grantor except those set forth on OM* attached hereto and inc • • ; =,od herein by this reference (the' Permitted Exceptions', and that, VoP ED ON NfSXr PAGE1 G `v O 2 MIAMI 14023102 7013677130 • Book8816/Pagel 070 CFN#2007132548 subject to said Permitted Exceptions, Grantor will warrant and defend the title to the Properly unto Gco*ee and Grantee's summon and assigns spinet the lawAti claims of all persons claiming by, through or under Grantor, bat against no others. IN WITNESS WHEREOF, Grantor has executed and Coaled this Special Warranty Doe) as of the data first above written. Si : ; j,.,,• • deli • • this MAIN STREET ASSOCIATES, LLC . . r.,r 2007, in the p '!• r . J ' {?C • • .. WITNESSES: By Mein Street Its Sole �~�l /i ��,/ ��� ✓1c`. ;) : ' B // EAL) Print ' e::.: - .. ` • . J ,:,1!* , h Manager ' tint Name: 7!,:11 :--i : t , . i 0,,.. STATE OF SOUTH CAR • =•,,,, JC ) COUNTY OF BERKELEY Q • The foregoing instnmeo a • wledged before me this a e of August, '` "'. 2007, by Robert I. Doran, Jr., the •, o Main Street Investors, LLC, a Georgia limited liability company, the solo managing M C -'r • Street Associates. LLC, a Georgia limited liability company, acting as Manager on • P O id Ci idfirst limited liability company on behalf • of said second limited liability company, who is Ali�'' known to me. mu tNY!aA,� ��d! I r `f� / g _ .�.... / f toTARy 4 . ,...'�1L sa►•• j N f or South a .line PUB f My �� a South xpires: w •l in ch .1l tuft cn . s • • Nano. (L DOH n 6b% MSA`DCGM.DOC . • Book6816/Pag el 071 C F N#2007132548 IlkMA (Legal DacTlptIon of"Proyaty") PARCEL 1: A PORTION OF LOTS 6, 7 AND B 81.00( 5 A", D. R. FQICHELL'S SURVEY CF THE LEVY GRANT ON TAKE IESSUP, SAID LANDS LYING IN SECTION 31, TOWNSHIP 20 SOUTH, RANGE 31 EAST AND SECTION 6, TOWNSHIP : •, SOUTH RANGE 31 EAST, ACCORDING TO THE PLAT THEREOF AS READ IN PLAT BOOK 1, P -i \5, OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; LESS ADDITIONAL • r : 41.• DESCRIBED IN THAT =TAN SPECIAL WARRANTY DEED AS RECORDED 1N • •� BOOK 5510, PAGES 1285 THROUGH 1297, PUBLIC RECORDS OF SEMNOLE COUNTY, FLORIDA - ' 1 • O PARTIOXARLY DESOUEWAS FOLLOWS, COMMENCE �f h DTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD PER FLORIDA DEPARTMB7T • ATION RIGHT OF WAY MAP, SECTION 77070 3517, SHEET 10 OF 13, P.I. STATION 600+ • ; �NM SW23'34'5 A DISTANCE OF 27.48 FEET ALONG THE BASELINE OP SURVEY AS SHOWN ,. RIGHT OF WAY MAP; THENCE DEPARTING SAID BASELINE RUN TU6u WLLA ROAD R ��,' KNOWN AS�LERANII.EY AVENUE); AS SHOWN MID RIGHT OFF WAY MAP; THENCE • • ' 04'S6'E ALONG SAID EASTERLY RIGHT OF WAY UNE, A DISTANCE OF 55,52 FAT; TIERCE • —4;17; ,� STUD EASTERLY RIGHT OF WAY UNE RUN S90MS'16'E A DISTANCE OF 1L 80 FEET FOR A • GRINNING, POINT BEING A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE - • = _• WARRANTY DEED; THENCE RUN $30•04'56 - E ALONG SAID EASTERLY RIGHT OF WAY 4;,„..."- D LINE BEING 11.00 FEET EAST OF AND PARALLEL TO THE AFORESAID EASTERLY RIG •Vii" NE OP TUSKAWAU4 ROAD (FORMERLY IO9ONM AS'BRANTLEY AVENUE), A DISTANCE OF 696 - TO A POET ON THE SOUTHERLY BOUNDARY UNE OF THE MAGNOLIA PARK AC gutsrnon 0 '• IN THE AFOREMENTIONED SPECIAL WARRANTY DEED; T'ENCE DEPARTING SAID : % '- OF WAY LINE RUN S59°S5'04"E ALONG SAID SOUTHERLY BOUNDARY LANE A DISTANCE OF e FEET TO A POINT ON THE WESTERLY LINE OF THE C.S.X. TRANSPORTATION INCORPORATION . • B RAIL CORRIDOR; THENCE DEPARTING SAID SOUTHERLY BOJIOARY UNE ,� i, 3'47 W ALONG SATO WESTERLY LANE A DISTANCE OF 526.64 FELT TO THE NORTHWEST • • ' • { :: RELEASE PARCEL. 2 AS DP,9CRERD IN OFFICIAL RECORD BOOK 3980, PAGE 1095; THENCE •,;;��' NG SAID WESTERLY UNE RUN 557°01'44'E ALONG THE NORTHERLY LINE OF SAID RELEASE P '".:4. A DISTANCE OP 104.00 FELT IX) THE NORTHEAST CORNER OF SAID RELEASE PARCEL. 2, - ALSO BEING ON THE SOUTHERLY LINE OF ACQUISITION PARCEL B (THE S TO • ': ' ' • ) AS DESCRIBED IN OFFICIAL RECORD SOCK 4092, PAGE 164E TWICE CONTINUE j 1 OEG SAID SOUTHERLY LINE, A DISTANCE OF 95,46 FEET; THE RUN 65497 A ' .47.17 FEET TO A POINT OP CURVATURE OF A TANGENT CURVE CONCAVE NORTHERLY, HA , . „� OF 85.00 FEET; THENCE RUN ALONG THE ARC OF SAO CURVE THRU A CENTRAL ANGIE • -I' A DISTANCE OF 90.91•FEET TO THE POINT OF REVERSE CURVATURE SAID CURVE BE '� VE SOUTHERLY, HAVING A RADIUS OF . 500.00 FEET; THENCE RUN ALONG THE ARC OF SA1D • • �.. r O'NTRAL ANGLE OF 38°1146' A DISTANCE OF 333.32 EST TO THE POINT OF TANGENCY (y ^ RUN 877•3'04'E A DISTANCE OP 187.99 FEET; THENCE RUN S46•13'S2•E A DISTANCE OP r' . ' FEET THENCE RUN 1132•51743'E A DISTANCE OF 662.97 FEET TO TEE INTERSECTION • SOUTHERLY UNE AND THE NORTHWESTERLY LINE OP SAID ACQUISITION PARCEL B; y) SSO'3NSB' W HANG SAID NORTHWESTERLY UIE, A DISTANCE OF 997.88 FEET TO A PO - - NORTHEASTERLY RIGHT OF WAY UNE OF STATE ROAD 434 (PER FLORIDA DEPARTMENT • (iIiT ' • RTATZON RIGHT OF WAY MAP, SECTION 77070-2517, INSET 11 OF 13); THENCE DE , •.''� • 3 LY LINE RUN 1433•4316'W ALONG THE NORTHEASTERLY RIGHT CIF WAY LINE, .;44 OF 431.17 FEET TO THE POINT Cl' CURVATURE OF A NON TANGENT CURVE CONCAVE • - Y HAVING A RADIUS OF 7905.47 FEET AND A CHORD BEARING CIF N37•OC'37'W; THENCE P114 t , , . j" E ARC OF SAID CURVE BBU TF A CENTRAL ANGLE OF 3'2457' A DISTANCE OF 470.54 - - - • OF SAID CURVE; EMI 14E319 2 7613/47131 Book6816/Page1072 CFN#2007132548 THENCE RUN SS1 A DISTANCE OF 14.00 FELT, THENCE RUN N38 W A DISTANCE OF 136,42 FEET TO THE SOUTHEAST HORNIER OF AIORESAID RELEASE PARCEL 2; THENCE CONTINUE N38M3'16' W A DISTANCE OP 138.78 FEET ID THE SOUTHWESTER CORNER OF RELEASE PARCEL 2; THENCE CONTINUE N38•43'16'W A D I S T A N C E OF 308.12 F EET TO THE MOST SOUTHERLY CORNER OP THOSE LANDS DESOUBED IN OFFICIAL RECORD BOOK 2003, PAGE 643; THENCE DEPARTING SAID NORTHEASTERLY RIGHT OF WAY LINE RUN N30'04'56"E ALONG THE SOUTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF 220.00 FEET; THENCE RUN N38•4716'W ALONG THE NORTHEASTERLY LINE OF PROPERTY, A DISTANCE OF 168.70 PEST TO THE POINT OF BEGINNING P • A PO • - 5, AND 6, BLACK "A', D.R. MRIOELLS SURVEY OR THE LEVY GRANT ON LAKE TOWNSHIP I RANGE 31E 31, AST, ACCORDING TTHEE PLAT l THEREOF SRECORD SECTION FIAT BOOK 1, PA` , „'Z• THE PUBLIC RECORDS OP SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULAR '• • A5 FOLLOWS: t 0 ,_ COMMENCE AT • I• - ON OF STATE ROAD 434 AND TUSIGAWIUA ROAD (PER FLORIDA DEPARTMENT OF RIGHT 01 WAY MAP; SECTICN STATION 600+32.11 • TATION RUN 34'E A DISTANCE OF 27.46 FEE T 2517T ALONG THEIDBASEIIHEPOF SURVEY AS SHOWN ON :• t' RIGHT OF WAY MAP; THENCE DEPARTING SAID BASELINE RUN N30•0456 A DIST t ,�' 26 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OP TUSKAWILIA ROAD (• ��+� OWN AS IRANTLEY AVENUE), AS SHOWN ON SAID RIGHT OF WAY MAP; THENCE CONTINUE y • "E, ALONG SAID EASTERLY RIGHT OP WAY LINE, A DISTANCE OF 960.70 FEET TO A POINT ON „� �, - ERLY BOUNDARY LINE OF THE MAGNOLIA PARK ACQUISITION AS DESOUBED IN TIE -• • D SPECIAL WARRANTY DEED; THENCE DL3 SAID EASTERLY RIGHT OP WAY RU S59'S504' E ALONG SAID NORTHERLY BOUNDARY LINE A DISTANCE OF 690 FEET FOR A ; ? T, • - BEGINNING, POINT BEING A POINT ON THE EASTERLY RIGHT OF WAY LIVE OF 'OE SPECIAL WARRANTY DEED; THENCE RUN N30•04'S6'E ALONG SAID EASTERLY RIGHT OP SAID UNE BEING 6.00 FEET EAST OF AND PARALLEL TO • ., �. THE AFORESAID SISTERLY RIMY OFAL) LDNB OP TUSKAWZLLA ROAD (FORMERLY KNOWN AS BRAN LEY AVENUE), A DISTANCE CF : TO A POINT ON A NON TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 1110.99 6 A CHORD BEARING OF S12•51'S5'W, SAID POINT ALSO BEING ON TIE WESTERLY LINE OF TRANSPORTATION INCORPORATED "LAKE CHARM BRANQI" RAIL CORRIDOR; THENCE DEP 1•: • RIGHT OP WAY UNE RUN ALONG SAID WESTERLY L1TNE 1410 ALONG 1110 ARC OF ,a, MU A CENTRAL ANGLE OF 05'2.944', A DISTANCE OF 104.62 FEET TO TIE POINT Of ` ," r THENCE RUN S1S•3347`W A DISTANCE OF 2266.50 FEET TO A POINT ON THE AFORESAID DART LINE CF THE MAGNOLIA PARK ACQUISITION; THENCE RUN NNASSO4'W ALONG Y BOUNDARY LINE A DISTIWCE OF 97.77 FEET TO THE POINT OF BEGINNING. • PARCEL 3: A PORTION OP LOTS 5, 6, 1 AND B, BLOCK 'A', D.R. • SURVEY OF THE LEVY caw ON LAKE JESSUP, SAID LANDS LYING DI SECTION 31, • • . SOUTH, RANGE 31 EAST AND SECTION 6, TOWNSHIP 21 SOUTH, RANGE 31 EAST, • ,- TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 5, OF THE PUBLIC -'• lr - SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DEED AS FOLLOWS: • COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND y t ROAD (PER FLORIDA OEPARTHENT CF TRANSPORTATION RIGHT OF WAY MAP, SECTI • . , ; . _16, WET 10 OF 13, P.I. STATION 600 +32.11); THENCE RUN S3$•2334•E A DISTANCE OF 1729 ,j ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT OF WAY MAP; 'THENCE • SAID BASELINE RUN 2 MIAMI 11015103 7613107131 • Book6816/Page1073 CFN#2007132548 N50'31'SS"E A DISTANCE OF 97.29 TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY W E OF STATE ROAD 434 AS SHOWN ON SAID RIGHT OF WAY MAP, FOR THE POINT OP TIEGUINING; THENCE RUN N60'31'SNE A DISTANCE OF 1,003,41 MET; THENCE RUN 1139•11fOrN A DISTANCE OF 15.00 PEET; THENCE RUN N90•1'50'E A DISTANCE E OF 106M FEET; THENCE RUN 583 A DISTANCE OP 94.74 FEET; THENCE RUN 54745436' E A MINCE OF 34.00 FEET) THENCE RUN 537•99 A DISTANCE OF 57.62 MET; THENCE RUN 566'I4OI'E A DISTANCE 'CIF 52.45 FEET TO THE EASTERLY LINE OF BLOCK 'A ", D R. MITFOOE.LS SURVEY OF THE UVY GRANT ON LAKE JESSUP AS RECORDED IN PLAT • • PAGE 5; THENCE RUN 505'13'32" W M.ONG SAID EASTERLY LINE OF BLOCK 'A' A DISTANCE • 1/6 PEET; THENCE DEPARTING SAID 6ASTEtLY LINE OP ULOOC "A' RUN 562 A • L •: ) 109.52 FEET; MINCE RUN S50•54041N A DISTANCE OF 11.72 FEET; THE= RUN 522•01 • • PACE OF 65.99 EFT; VOCE RUN 529•0017"W A DISTANCE OF 44.25 FEET; THENCE rC' • • A DISTANCE OF 9.60 PEET; THENCE RUN 528 A DISTANCE OF 97.52 -:- = RUN $44•2004'E A DISTANCE OF 176.05 FEET) THENCE RN S37•21`37•E A DISTANCE • r1 ` PEET 70 A POINT ON THE AFOREMENTIONED EASTERLY LINE OF MOO( "A'; THENCE RU r, y 0 SAID EASTERLY LINE OF KOOK 'A' $05'13'52"W A DISTANCE OF 42.89 PEST; T om . • • EASTERLY UNE OF YLOOC 'A' RUN /42•56'28'W A DISTANCE OF 4129 FELT; THENCE - v • '31T04'W A DISTANCE OF 54.59 FEET; TINE RUN N52•3213l1W A DISTTH[! OP 245,40 FEET) r RUN WW2" A DISTANCE OF 57.99 FEET; THENCE RUN 566'37'02' W A DISTANCE OF 39. TFETCE RUN 946•2!'24•W A DISTANCE OF 41,50 FEET; THENCE RUN • 628'55 W A • '. • 34.27 FEET; THENCE RUN 510'02•16' W A DISTANCE OF 55.95 FEET ; 'THENCE RUN -' - • OF 52.29 FEET; THENCE RUN 507•51'13' W A DISTANCE OF 30.86 FEET; 'THENCE H , f . 7'47•W A DISTANCE OF 49.12 FEET; THE/CE RUN 507•25'22•W A DISTANCE OF 52.87 - *_ • RUN S67'06'001N A DISTANCE OF 15.29 FEET; THENCE RUN 579•35'01'W A DISTANCE • F 9 FEET; HIM RUN N99•18'4PW A DISTANCE OF 9632 FEET; THENCE RUN N60'SOOrW ll�� OF 129.48 FEET) THENcE RUN $86•0453"W A OLWTANCE OF 186.65 FEET; THENCE RUN A DISTANCE OP 3.05 FEET; THENCE RUN N38 A OISTANCE OF 121.02 FEET; = ' RUN 551'16 A DISTANCE OF 5.00 MET TO A POINT ON THE • THENCE RUN ALONG THE MID • - p �F OF OF WAY LINE OF TUSKAWR1A WAY LINE OF TUSKAWILIA ROAD ROAD; •"43'16'W A DISTANIM OF 73.56 FEET TO TIM • OF DINING f, - PARCM. 4: -- EASEMENT RIGHTS FOR THE BENEFIT ,' • 1, 2, AND 3, CREATED SY MAT CERTAIN EASEIN4T AGREEMENT, RECORDED D4 • • ` r'!1 -•• • BOOK 2103, PAGE 647, OF TIE PUBLIC •: RECORDS OF SEMINOLE COUNTY RA 1007 4 j O • 3 MTA).0 UISsle.2 761767713e Book6816 /Page1074 CFN#2007132548 I L The terns, provisions and conditions contained in that oerain Implanartation Agreement, reeceded In Official Records Book 6599, Page 1705, Public Records of Seminole Comity, Florid& 12. MoDonald's Stara Road 434l11akawiba Road Cross Acoas Agreement and Omni of Basernerds, :corded in Official Records Book 2910, Page 326, Public Records of . e County, Florida. 13. + 's State Road 436/Tuskawilla Road Cross Aoosss Agreement and Omni of `s ! recorded in Official Records Book 2910, Page 336, Public Records of ,,, Cooumty, Florida. 14. M. - ty Agreement and Fixture Filing, ecorded in Official Records Book 6059 ∎', rerecorded in Official Records Book 6116, Page 1E59, as amended by Phil . , ', to Mortgage, Security Agreement and Fixture Filing :corded in Official ' ". :. A 6467, Page 1396, Public Records of Seminole County, Florida (the . 15, Assignment . Roots and Profits, recorded in Official Records Book 6059, Page 696, al Records Book 6116, Page 1925, Public Records of Seminole County, Florida. 16. UCC Financing In Official Records Book 6059, Page 712, re- recorded In Official Book 6116, Page 1941, Public Records of Seminole County, Florida. f • e 6,„ t. _ . 4 o V • 0 ve) • ai4 2 WW1 141/2510.2 /61.16271 ,6 Book6816/Pagel 076 CFN#2007132548 Owner's Policy American Land Title Association Owner's Policy 10 -17 -92 with Florida modifications Policy Number , S DC-08036869 File Number: 1193 7 4" ' * �1C 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 & DAGRESTA, P.A. 111 N ORANGE AVENUE, #2000 400 Second Avenue South, Minneapolis, Minnesota 55401 ORLANDO, FL 32802 -2873 1612) 371 -1111 PHONE: 407 -425 -9566 / I By :0 President Au orized Signatory a ORT Form 331 ALTA Owner's Policy 10 -17 -92 with Florida modifications Attest / ' 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 (ii) 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' interest which is adverse to the title to the estate or interest, as rights laws, that is based on insured, and which might cause loss or damage for which the (a) the transaction creating the estate or interest insured by this Company may be liable by virtue of this policy, or (iii) if title to the policy being deemed a fraudulent conveyance or fraudulent transfer; or estate or interest, as insured, is rejected as unmarketable. If prompt (b) the transaction creating the estate or interest insured by this notice shall not be given to the Company, then as to the insured all policy being deemed a preferential transfer except where the liability of the Company shall terminate with regard to the matter or preferential transfer results from the failure: matters for which prompt notice is required; provided, however, that (i) to timely record the instrument of transfer; or failure to notify the Company shall in no case prejudice the rights of (ii) of such recordation to impart notice to a purchaser for any insured under this policy unless the Company shall be prejudiced value or a judgment or lien creditor. 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 6. Options to Pay or Otherwise Settle Claims; Termination of rights under this paragraph, it shall do so diligently. (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 (n), 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 Arbitrators) 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. *** qk * SCHEDULE A OWNER'S POLICY SCHEDULE A AGENT FILE NUMBER: 1193 (2008.10.20) POLICY NUMBER: SDC 08036869 ORT FILE NUMBER: 08110087 AMOUNT: $ 49,302.16 1. Policy Date: November 18, 2009 at 2:20 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, FLORIDA, 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: SEE EXHIBIT "A" ATTACHED HERETO. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED. SCHEDULE B AGENT FILE NUMBER: 1193 POLICY NUMBER: SDC 08036869 ORT FILE NUMBER: 08110087 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. General or special taxes and assessments required to be paid in the year 2010 and subsequent years. Parcel ID No.: 26- 20- 30- 5AR -0A00 -0050 4. 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. 5. Facts which would be disclosed by an accurate and comprehensive survey of the premises herein described. 6. Subject to matters of plat of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP according to the plat thereof as recorded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. 7. Agreement by and between Schrimsher Land Fund 1986 -11, et al, and the City of Winter Springs, dated June 26, 2000, evidenced by Short Form Memorandum recorded in O.R. Book 3988, Page 1063, Public Records of Seminole County, Florida. 8. Public Underground Utility Easement granted to the City of Winter Springs, filed in O.R. Book 4773, Page 64, Public Records of Seminole County, Florida. 9. Third Amendment to Memorandum of Lease recorded in O.R. Book 6265, Page 934, Public Records of Seminole County, Florida. EXHIBIT "A" 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 North 59 °31'38" West 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 South 30 °04'55" West for a distance of 1478.38 feet; thence South 59 °55'05" East for a distance of 6.00 feet to the Point of Beginning; thence North 30°04'55" East along the East right -of- way line of said Tuskawilla Road per Official Records Book 5510, Page 1286 of the Public Records of Seminole County, Florida for a distance of 357.28 feet to a non - tangent curve concave Northwesterly, having a tangent bearing of South 10 °12'00" West, a radius of 1,110.99 feet and a central angle of 05 °21'47 "; thence Southeasterly along the arc of said curve and the West right -of- way line of the CSX Transportation Inc. "Lake Charm Branch" Rail Corridor, a distance of 103.99 feet to the point of tangency; thence South 15°33'47" West, a distance of 266.49 feet; thence North 59 °55'05" West, a distance of 97.55 feet to the Point of Beginning. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED. s 3610 BROWN, GARGANESE, REGIONS BANK R 1 �; WEISS & D'AGR RA -,- i TRUST AccoUNT 63- 466 -631 pa. BOX287a 8 12 ORLANDO, FLORIDA 32802 PAY TO THE ORDER OF City of Winter Springs $ * *291.40 If Two Hundred Ninety -One and 40/ 100 **** * ************************************************ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** DOLLARS City of Winter Springs /00 - / MEMO • RIZED SIGNATURE Refund Overage BROWN, GARGANESE, WEISS & D'AGRESTA, P.A. 3610 City of Winter Springs 12/7/2009 1193 - Magnolia Park Closing 291.40 AmSouth Trust Refund Overage 291.40