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HomeMy WebLinkAboutWinter Springs Holdings, Inc Special Warranty Deed 2010 11 10MMYYANPE MORSE, CLERK OF CIRCUIT CQJRT :... SEMINOLE COMITY - FK 07486 PBs 0138 - 141; (4p9s) CLERK' S # 2010136463 Prepared By and Return to: RECORDED 11/29/2010 02 t 05 s 52 PM Kimberly Romano Kopp DEED DOC TAX ,0.70 Assistant City Attorney, Winter Springs RECORDING FEES 35.50 Brown, Garganese, Weiss & D'Agresta, P.A. RECORDED BY T Saith Anthony A. Garganese, Esquire 111 N Orange Ave., Ste. 2000 Orlando, Florida 32801 Parcel No. 26- 20- 30- 5AR- OA00 -006C (portion of) SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, executed this day of November, 2010, 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, 2009, and easements and restrictions of record, if any. TCO 358,645,6884 073448.010200 IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. WITNESSES: �211�Kl I (sign e) ZAmc& ,biplgtr- (print name) Q�l �- (Sig re) J'nn'n (print name) DISTRICT OF COLUMBIA WINTER SPRINGS HOLDINGS, INC., a Delaware corporation Print name: Title:_ Address: 900 Seventh Street, NW, Ste. 1020 Washington, DC 20001 The foregoing instrument was acknowledged before me this dot' day of 2010, by ..►.�.Q Q �. o_ the of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (check one) who is personally known to me or O who produced as identification. TCO 358, 645, 6880 073448.010200 2 Notary blic Jo Ann Bowen Print Name: Notary Public, District of Cali mWe My Commission expiWPOmmission Expires 5/14/2018" 10 3 � J ,Illlll, 11111.1• \ l, ,(LEGIBILITY Eft EXHIBIT A A portion of Lots 7 and 8, Block "A", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right- of-Way Map, Section 77070 - 25.16, Sheet 10 of 13, P.I. Station 600+32.11); thence run South 3802334" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way map; thence departing said baseline, run North 51036'26" East, a distance of 94.94 feet to a point on the Northeasterly right- of-way line of the aforesaid State Road 434, as shown on said right-of-way map, for the Point of Beginning; thence departing said Northeasterly right -of -way line, run North 24 010106" West, a distance of 48.66 feet; thence run North 38 043116" West a distance o(246.60 feet to the point of curvature of a curve concave Easterly having a radhus of 25.00 feet, and a chord bearing of North 06 016144" Bast; thence run Northerly along the are of said curve through a central angle of 90 90010011, a distance of 39.27 feet to the point of tangency; thence run North 51 016144" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 °09'35 " 'East; thence run Easterly along the are ofsald curve through a central angle of 41 00415911, a distance of 10.76 feet to the point of tangency; thence run South 85 017'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011'16" East; thence run Easterly along the are of said curve through a central angle of 42 01311911, a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51 024149" East, a distance of 63.63 feet; thence run North 34 1123122" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 04325" West; thence run Northerly along the are of said curve through a central angle of 35 019'54" a distance or 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17 °39'17" East; thence run Northeasterly along the arc of said curve through a central angle of 33°2513111, a distance of 8.75 feet to the point of tangency; thence run North 34 °22'03" East, a distance of 70.51 feet to a non- tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 018'59" East; thence run Northeasterly along the arc of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944,00 feet and a chord bearing of North 35 °29'59" East; thence .run Northeasterly along the arc of said curve through a central angle of 13 °37145" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 °43'04" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 104'24" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 046'35 ", a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32050'33" West; thence run Southwesterly along the arc of said curve through a central angle of 08°18'53 ", a distance of 140.76 feet to a non- tangent line; thence run .South 43 °03139" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 044'21" West; thence run Southwesterly along the are of said curve through a central angle of 47 021125 ", a distance of 12.40 feet to the point of tangency; thence run North 89034'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66019146" West; thence run Northwesterly along the are of said curve through a central angle of 46 °30'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 °04'36" West, a distance of 65.05 feet; thence run South 51 016'44" West, a distance of 80.00 feet; thence run South 34 021156" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 057142" East; thence run Southerly along the arc of said curve through a central angle of 38 04812811, a distance of 10.1.6 feet to the point of tangency; thence run South 04 °2632" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24°39'22" West; thence run Southwesterly along the arc of said curve +- _ .. .._.. .a.._, •�• •.- ems.:.. � -• ..`"`.w �':1R,."'s,, 1:�:, o:: '••Z:RIY'..a`'7`S,`^k ".. through a central angle of 40025'4011, a distance of 10,58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016144" West, a distance of 265.69 feet; thence run South 64 045155" West, a distance of 42.88 feet; thence run South 51 016'44" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 reet and a chord bearing of North 8301510411 West; thence run Westerly along the arc of said curve through a central angle of 90056'2311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non- tangent curve concave Southwesterly hawing a radius of 7905.47 feet and a chord bearing of South 36032146" Lust; thence run Southeasterly along said Northeasterly right -of -way line and along the arc of said curve through a central angle of 02 °28'13.7 ", a distance of 340.87 feet to a non - tangent fine; thence run South 38 043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the Point of Beginning. SSFAC�ORY t_EGO llY ONSA. T EUR aCi��yt��VG M � � Prepared by and return to: Anthony A. Garganese, Esq, Brown, Garganese, Weiss & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32801 -2873 IIIIIl�1�IIHIN���MNLH�ININMI�INMN1 !111119 NARYPR E MORSE, CLERK OF CIRCUIT COURT WNINOLE COUNTY 8K 07486 Rgs 0142 - 1451 (4p9s) CLERK'S It 201 0136464 REGARDED 11129/2010 02 :05 :52 pH RECORDING FEES 35.50 RECORDED BY T Smith 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, Security Agreement and Fixture Filing 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 se g,; and re- recorded in Official Records Book 6116, Page 1859; and First Amendment to Mortgage recorded in Official Records Book 6467, Page 1396 et §M., (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.; (ii) UCC -1 Financing Statement recorded February 10, 2006 in Official Records Book 6116, Pages 1941 et seg.; (the "Financing Statements ") and (iii) that Assignment of Leases, Rents and Profits executed in favor of Mortgagee by Mortgagor, dated December 28, 2005 and recorded on December 29, 2005 in Official Records Book 6059 at Pages 696 et sec ; and re- recorded in Official Records Book 6116, Page 1925; (the "Assignment ") all of the Public Records of Seminole County, Florida (the Mortgage, Financing Statements, and Assignment 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 executed in manner and form sufficient to bind it this _ lb*' day of 2010. WITNESSES: _';W/ (si ture) y (print name) cl�_ tkuref) (print name) STATE OF COUNTY OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND Print name: Title: 900 Seventh Street, NW, 10 Floor Washington, DC 20001 The foregoing instrument was acknowledged before me this lOV-day of 2010, by as°yAZZ.L _ of THE BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND, who is personally known to me or has produced as identification. (NOTARY SEAL) 2 Notary Public Signature Jo Ann Bowen Notary Public, District of Columbia Typed or PrintHy "t%Wres 5114/2015 Notary Public -State of Commission No.: 4- My Commission Expires: _ LEGULITY EXHIBIT A A portion of Lots 7 and 8, Block "A ", P.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, Range 31 East, according to the plat thereof as recorded in Plat Book I, Page 5, of the Public Records of Seminole County, Florida; being more particularly described as follows: Commence at the Intersection of State Road 434 and Tuskawilia Road (per Florida Department of Transportation Right -of- -Way Map, Section 77070 4516, Sheet 1.0 of 13, P.L Station 600 +32.11); thence ran South 38023134" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way inap; thence departing said baseline, run North 51036'26" East, a distance of 94.94 feet to a point on the Northeasterly right-of-way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right -of -way line, run North 24 010'06" West, a distance of 48.66 feet; thence run North 38 043116" West a distance o(246,60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 016144" East; thence ran Northerly along the arc of said curve through a central angle of 90 00010011, a distance of 39.27 feet to the point of tangency; thence run North 51 016144" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009135" East; thence run Easterly along the are of said curve through a central angle of 41 104'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85 °17155" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011'16" East; thence run Easterly along the are of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 °04136" East, a distance of 31.18 feet; thence run North 51°24149" East, a distance of 63.63 feet; thence run North 34023122" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16043125" West; thence run Northerly along the arc of said curve through a central angle of 35419'54" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 5I.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17039117" East; thence run Northeasterly along the are of said curve through a central angle of 33°2513111, a distance of 8.75 feet to the point of tangency; thence run North 34 022103" East, a distance of 70.51 feet to a non- tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 018'59" East; thence run Northeasterly along the arc of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35029'59" East; thence run Northeasterly along the are of said curve through a central angle of 13 037145" a distance of 22455 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records ]look 4092, Page 0164, Public Records of Seminole County, Florida; thence run .North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 °43'04" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 °04124" West; thence departing said Southerly line, run Southwesterly along the arc of said curve through a central angle of 12°4613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the arc of said curve through a central angle of 08°18'53 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 °44'21" West; thence run Southwesterly along the are of said curve through a central angle of 47021125 ", a distance of 12.40 feet to the point of tangency; thence run North 89°34'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 019146" West; thence run Northwesterly along the arc of said curve through a central angle of 46 °3012011, a distance of 12.18 feet to the point of tangency; thence run North 43 °04'36" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34°21'56" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 °57142" East; thence run Southerly along the are of said curve through a central angle of 38 °48'28", a distance of 10.16 feet to the point of tangency; thence run South 04°26'32" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24 039'22" West; thence run Southwesterly along the are of said curve ' ACTO (ix ��.GIQILIFY U�!;F�TIS through a central angle or4V25'40 ", a distance or 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016'44" West, a distance of 265.69 feet; thence run South 64 045'55" West, a distance of 42.88 feet; thence run South 51 016'44" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of North 83 015'04" West; thence run Westerly along the arc of said curve through a central angle of 90056'2311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36 032146" East; thence run Southeasterly along said Northeasterly right -of -way line and along the arc of said curve through a central angle of 02028113.7 ", a distance of 340.87 feet to a non- tangent line; thence run South 38043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the point of Beginning, r, MIARYANME-MIORSE, CLERK W CIRCUIT COURT SEMINOLE COUNTY — BK 07486 Pqs 0146 - 154; t9ppsl CLERK'S # 2010136465 Prepared by and return to: RECORDED 11/29/2010 02 t 05 t 52 pM AntltonyA. Garganese RECORDING FEES 7&00 City Attorney of Winter Springs RECORDED BY T Smith Brown, Garganese, Weiss & D'Agresta, P.A. 11 t N. Orange Avenue, Suite 2000 Orlando, Florida 32802 FUTURE DEVELOPMENT COMIVHTMENT AGREEMENT THIS AGREEMENT (the "Agreement ") is made and entered into effective this I • ' , day of November, 2010, 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 was 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, the Owner and the City entered into an Agreement, dated August 23,2010, to terminate the Implementation Agreement in accordance with the conditions set forth in Section 3 thereof, which shall be recorded in the Public Records of Seminole County, Florida prior to the recordation of this Agreement ( "Termination Agreement"); and WHEREAS, Section 3.6 of the Termination Agreement required that the City and the Owner enter into this Agreement to memorialize the future development obligations which are restated from the Termination Agreement as set forth herein. WIT NESSETH: NOW THEREFORE, in consideration of Ten Dollars ($10.00) and in consideration of the termination of the Implementation Agreement and in accordance with the Termination Agreement, the parties agree as follows: Future Development Commitment Agreement City of Winter Springs/Winter Springs Holdings, Inc. Page 1 of 6 r- 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. Future Oblii?ations on the Property. In accordance with Section 3.6 of the Termination Agreement, Owner hereby restates the following existing commitments with respect to the Property: 2.1 Owner agrees to convey to the City two small neighborhood squares # 4 (minimum .42 acres) and #5 (minimum .44 acres), such acreage to include all rights -of -way around the perimeter of each neighborhood square, at such time the City determines the squares are needed in conjunction with the future development of the Property. The location of the neighborhood squares are generally depicted on EXl3iBIT "B." which is attached hereto and fully incorporated herein by this reference. However, the Owner and the City agree that the parties may mutually agree in writing to modify the location of the neighborhood squares in order to accommodate the future development plans on the Property. The conveyances shall be at no cost to the City by special warranty deed for fee simple title. 2.2 Owner shall be responsible for designing, permitting, and constructing a master stormwater plan for the Property, which is intended to include the handling of stormwater runoff from Spine Road (Michael BIake Boulevard) which is being simultaneously conveyed to the City with the execution and delivery of this Agreement. Owner shall construct the permanent master stormwater facilities at such time the Property is developed in accordance with all applicable St. Johns Water Management District (" SJRWMD") and any other applicable regulatory permitting requirements. The permanent stormwater facilities located outside of the Spine Road Property shall remain privately owned and maintained, with a drainage easement dedicated to the City over all stormwater facilities supporting Spine Road at such time the permanent facilities are constructed and approved by the City. In the event that the City chooses to construct Spine Road in advance of substantial development of the Property and before the permanent stormwater facilities are in place, Owner shall grant the City a right -of -entry to construct and maintain temporary stormwater facilities on the Property located outside of the Spine Road Property in accordance with a temporary drainage easement that is mutually acceptable to the Owner and the City. The area for the temporary stormwater facilities shall be generally located in the area depicted on EXHMIT "C" which is attached hereto and deemed fully incorporated herein by this reference. The right of -entry and easement shall remain in place until the permanent stormwater facilities are constructed by the Owner. At the time the permanent drainage facilities are constructed and accepted by the City and the applicable regulatory agencies, Owner shall be responsible for the removal of all temporary drainage facilities. In addition to the right -of -entry and easement Owner shall grant the City authorization to utilize and/or modify any permits applicable to the construction of Spine Road Owner agrees to cooperate with the City regarding any permit utilization and/or modification and shall execute applicable permit documents authorizing the permit utilization or modification to the extent required by the SJRWMD. 3. Miscellaneous Provisions. 3.1 Applicable Law and Venue. This Agreement shall be governed by and Future Development Commitment Agreement City of winter Spring&Vinter Springs Holdings, Inc. Page 2 of 6 construed under the laws of the State of Florida The parties shall attempt in good faith to resolve any dispute concerning 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 Ag eement Act. 3.2 Entire Agreement. This Agreement is the entire agreement between the parties related to the subject matter expressed herein, and supersedes all previous oral and written representations, agreements and understandings between the parties related thereto. 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. 3.3 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. 3.4 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. c/o IBEW Pension Benefit Fund 900 Seventh Street NW, Suite 1020 Washington, DC 20001 Telephone: Fax: With a copy to: Potts -Dupre, Difede & Hawkins, chid. Attention: Jim Difede, Esq. 900 Seventh Street, NW, Suite 1020 Washington, DC 20001 Telephone: (202) 223 -0888 Fax: (202) 223-3868 With a copy to: CS Capital Management Attention: Brian Love Paul Saylor One Overton Park — Suite 240 3625 Cumberland Boulevard Atlanta, GA 30339 Future Development Commitment Agreement City of Winter SpringsiWinter Springs Holdings, Inc. Page 3 of 6 Telephone: (770) 818 -4040 Fax: (770) 818 -4041 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 3.5 Attorneys Fees.. Each party shall bear their own attorneys fees regarding the drafting and implementation of this Agreement. 3.6 Specific Performance, If Owner defaults on its. obligations set forth in Paragraph 2 of this Agreement, the City shall have the right to seek specific performance against the Owner in order to effectuate the required conveyances of the neighborhood squares and the City's use of the Property for Spine Road stormwater purposes. In such case, the City shall have the right to recover prevailing party attorneys fees and costs in the event the City must file an action to enforce the terms and conditions set forth in Paragraph 2. 3.8 Recordation. This Agreement shall be recorded in the Public Records of Seminole County, Florida, and shall run with the Property. [SIGNATURE PAGE FOLLOWS] Future Development Commitment Agreement City of winter Spring& mter Springs Holdings, Inc, Page 4 of 6 r" IN WITNESS WHEREOF, the parties hereto have caused this executed by their appropriate officials, as of the date first above written. (signature) & :s t � (print name) (signature) c�il�Awq �Je ,Q-- (print name) STATE OF FLORIDA COUNTY OF SEMINOLE Agr' tit to be The foregoing instrument was acknowledged before me this day of No er, 2010, by CHARLES LACEY, Mayor of the City of Winter Springs, (check one) who is personally known to me or ❑ who produced as identification. nk"�Q&&" N Public Print Name: -DQl�l���.. My Commission expires: aetafy ub is 'fate o1 Florlde Danielle Harker hhy Commission DD663371 Ex ires 04/15!2011 Future Development Commitment Agreement City of winter Springs/Winter Springs Holdings, Inc. Page 5 of 6 CITY OF WINTER SPRING ..••••••.,,q �Y ' • s ��' �� , fa , ATTEST: / \ -�� ;By: dreg Lorenzo- Luaces, City Cl _ y, Date: 2016 'T The foregoing instrument was acknowledged before me this day of No er, 2010, by CHARLES LACEY, Mayor of the City of Winter Springs, (check one) who is personally known to me or ❑ who produced as identification. nk"�Q&&" N Public Print Name: -DQl�l���.. My Commission expires: aetafy ub is 'fate o1 Florlde Danielle Harker hhy Commission DD663371 Ex ires 04/15!2011 Future Development Commitment Agreement City of winter Springs/Winter Springs Holdings, Inc. Page 5 of 6 WINTER SPRINGS HOLDINGS, INC., a (04A Delaware corporation K, CIS r I�� Lindell K. Lee, President (print name) i at e) (print name) S fi(�TN OF�FLO DA CO O SE LE The foregoing instrument was acknowledged before me this i day of November, 2010, by Lindell K. Lee, President of the Winter Springs Holdings, Inc., a Delaware corporation, (check one) o who is personally known to me or ❑ who produced as identification. Future Development Commitment Agreement City of Winter Springs/Winter Springs Holdings, Inc. Page 6 of 6 Notary Public Jo Ann Bowen Print Name: Notary Public, District of Columbia -- r£omrrtissian Ex -ire- 5HA/20t'S My Commission J© Future Development Commitment Agreement City of Winter Springs/Winter Springs Holdings, Inc. Page 6 of 6 1 i f • d 0 TONER 1Nft SATISFACTURt j • fprSCANNif�'°`° LEGAL DESCRIPTION: A PORTION OF LOTS 7 AND 8, BOCK "A'. D.R. MTCMMLS SMWtY OF TK LLW GRANT ON LAKE J¢5Lp �LOOS W_ � m w PAY ES g Fv0 � 21 5 CONTAI4 +46.x53 ACRES (2.1327,5ft5p So. FT.j, >= DR UML EXHlBtT HE Ad Amp VAL PAR RA6llpM AMtlt 054 AO b 9,71 AO •MNO� PARR •- ! ti Y, • j � L t t' j w 1 C? to d cj 1— d � u. LLA LEGIBILITY UNSATISFACTORY FOR SCANNING S ' f s S r t , l J This Instrument Prepared by and Upon Recordation Should Be Returned to: Alan C. Sheppard, Jr., Esquire Greenberg Traurig, P.A. 450 South Orange Avenue, Sixth Floor Orlando, Florida 32801 _. 1IIN11�IINNN�M�111�aI�NNMMMNNi #Nill� NARYW E WORSE, CLERK OF CIRCUIT COURT SRIMXE COUNTY SK 07486 Pot 0155 - 163; OKI) CLERK %S # 2o10136466 RECORDED 11/29/8010 02:05152 PH RECORDING FEES 78.00 RECORDED BY T Smith UTILITY EASEMENT AGREEMENT THIS UTILITY EASEMENT (the "Agreement°') is mane anri Pntr>rPA intn th;e /01h day of November, 2010, by and between WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, and having its principal place of business at 900 Seventh Street NW, Suite 1020, Washington, D.C. 20001, (hereinafter "GRANTOR "), and CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, Florida 32708, (hereinafter "GRANTEE "). WITNESSETH: WHEREAS, Grantor is the owner in fee simple of that certain real property located in Winter Springs, Seminole County, Florida, legally described on Exhibit "A" attached hereto and made a part hereof (the "Property "); and WHEREAS, pursuant to Section 3.8 of that certain Agreement dated effective as of August 23, 2010, the Grantor agreed to provide Grantee with a fifteen (15) foot general utility easement adjacent to State Road 434 from Spine Road southeasterly to the Grantor's eastern property boundary. FOR AND IN CONSIDERATION of the sum of ONE AND NO /100 DOLLAR ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, GRANTOR does hereby grant and convey to the GRANTEE and its assigns, a non - exclusive easement and right -of -way for utility purposes, with full authority to enter upon, excavate, construct and maintain, as the GRANTEE and its assigns may deem necessary, water pipes, sewer pipes, and mains and any other utility facilities and appurtenances over, under, upon and through the following described lands situate in the County of Seminole, State of Florida, to -wit (the "Easement Property': SEE EXHIBIT "B" (attached and incorporated herein by reference) TO HAVE AND TO HOLD said easement and right -of -way unto said GRANTEE and its assigns forever. TCO 358, 683,725 v3 11-8 -10 073448.010200 GRANTEE and its assigns shall have the right to clear, keep clear and remove from said right-of-way all trees, undergrowth, and other obstructions that may interfere with location, excavation, operation or maintenance of the utilities or any facilities installed thereon by GRANTEE and its assigns, and GRANTOR, its successors and assigns, agree not to build, construct or create, or permit others to build, construct or create any buildings or other structures on the said right -of -way that may interfere with the location, excavation, operation or maintenance of the utilities, or any facilities installed thereon. GRANTOR does hereby covenant with GRANTEE, that it is lawfully seized and possessed of the real estate above described, and that it has a good and lawful right to convey the said easement. [Signature Pages Follow] 2 TCO 358, 683, 725 v311-8 -10 073448.010200 IN WITNESS WHEREOF, each Party has executed this Agreement on the date set forth below that Party's signature. WITNESSES: Witness Signature Printed e• vc--i� Witness Si re Printed Name: ShAw,-�_ �3.j 'e STATE OF FLORIDA) CITY OF WINTER SPRINGS, FLORID a Florida municipal orporation�` "`'", By: C S LA EY •�� :�� ; „=, 201 � v, • c�. yy • .A f. � • 14i� � � �r 1. ATTEST: drea Lorenzo- Luaces, City Jerk Date:,DW�x(/V 1 2010 ss: COUNTY OF SEMINOLE) e foregoing instrument was acknowledged before me this day of November, 2010 by as Mayor of The City of Winter Springs, Florida, a Florida municipal corporation on behalf of the City. She/he is personally known to me or �_] produced as identification. NOTARY STAMP: . Don o a � Danielle Harker ark S' ature of Notary Pu lic My Commission DD663371 Printed Name: MN i e 1 it ff f"-keg, Of F� Ex ires 0411512011 [Remainder of this page intentionally left blank. Continued on next page.] TCO 358,583, 725 v311 -8 -10 073448.010200 Signature ' _ Name: 7/lev"� Wi e s SAnathre / P V*'n d Name: STATE OF WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: K�' - Lindell K. Lee Its President Date: 1 0 , 2010 ss: COUNTY OF ) The foregoing instrument was acknowledged before me this _nay of November, 2010 by Lindell K. Lee, as the President of Winter Springs Holdings, Inc., a Delaware corporation, on behalf of the corporation. She/he U is personally known to me or [I produced as identification. NOTARY STAMP: Aft 11,)-& — T Signature of Notag X96wen Printed Name: Natagypnhur nesma of Columbia My Commission Expires 5/14/20 [Remainder of this page intentionally left blank. Continued on next page.] TCO 358, 683, 725v4 073448.010200 i ' `LEGAL DEWRIPTION: r A Pmm or LOTS 7 AM S. BLACK T. D.R. >r T09LL'S SUR & OF THE MW CRWf M VKE JSIP M, W �+IRiOLE COU m, F�ARK1k M U PAY g lm �TIOPN 4 i i'2 ti � MLBA " " t W L MMVr TM Or 4titr W%ln aka A n 'h laWOM I A enan 109 m noru P"&M MV Lm— I a ENCE E c TO c nx =MM *UM ACRES (2.027,84UP So. IZ.� MORK OR uC3S. EXHIBIT *4k LA C t� L. ='1 G'. G� Q � N r � F J iL Q3 • C7 La! SKETCH OF DESCRIPTION GENERAL UTILITY EASEMENT DESCRIPTION: General Utlldy Eosem rd - Westerly Portion EXHIBIT LEGIBILITY UNSA t3FACTORt FOR SCANNiNQ A PORTION OF LOT 8. BLOCK 'A. D.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, RANGE 31 EAST. ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK I. PAGE 5.OF THE PUBLIC 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 TRANSPORTATION RIGHT- OF-WAY MAP. SECTION 77070-254 SHEET 10 OF 13.PJ.STATION 600.32J1); THENCE RUN S38TY34E.A DISTANCE OF 132WIFEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT-OF -WAY MAP; THENCE DEPARTING SAID BASELINE.RUN N5I'36'26'E.A DISTANCE OF 94.94 FEET TO A POINT ON THE NORTHEASTERLY RIGHT -OF -WAY LINE OF THE AFORESAID STATE ROAD 434.AS SHOWN ON SAID RIGHT- OF-WAY MARFOR THE POINT OF BEGINNING;THENCEDEPARTING SAID NORTHEASTERLY RIGHT-OF-WAY LINE.RUN N2470'OSV.A DISTANCE OF 48.66 FEET; THENCE RUN N38'4Y /FW.A DISTANCE OF 246.60 FEET TO THE POINT OF CURVATURE OF A CURVE HAVING A RADIUS OF 25DO FEET AND A CHORD BEARING OF N05'30'37'W WITH A CHORD DISTANCE OF 27.39 FEET ;THENCE RUN NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 662579` FOR A DISTANCE OF 2838 FEET TO A NON- TANGENT UNE: THENCE RUN S38'43'16'E. A DISTANCE OF 271.43 FEET; THENCE RUN S24I006'E 46.66 FEET; THENCE RUN S38'43'16E 35554 FEET TO A POINT IN A NORTH WESTERLY BOUNDARY LINE OF LANDS DESCRIBED AS ' ACOUISITION PARCEL B' AS RECORDED IN OFFICIAL RECORDS BOOK 4092. PAGE 164 IN THE PUBLIC RECORDS OF SEMINOLE COUNTY. FLORIDA THENCE RUN S50'31'S W ALONG SAID BOUNDARY .A DISTANCE OF 15.00 FEET TO ITS INTERSECTION WITH THE AFORESAID NORTHEASTERLY RIGHT-OF-WAY LINE OF STATE ROAD 434; THENCE RUN N38'4316'W ALONG SAID NORTHEASTERLY RIGHT -OF -WAY LINE.A DISTANCE OF 357.65 FEET TO THE POINT OF BEGINNING CONTAINING 10040 SQUARE FEET (02305 ACRES) MORE OR LESS. TOGETHER WITH: General Utility Easement - Easterly Por tlon COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF :j TRANSPORTATION RIGHT- OF-WAY MAP, SECTION 77070 -25/6, SHEET 10 OF 13.PJSTATION 600.32JI).THENCE RUN S38'23'34E.A DISTANCE OF 1320JI FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT -OF -WAY MAP; THENCE DEPARTING SAID BASELINE, RUN N5r36'26'E,A DISTANCE OF 94.94 FEET TO A POINT ON THE NORTHEASTERLY RIGHT- OF-WAY LINE OF THE AFORESAID STATE ROAD 434.AS SHOWN ON SAID RIGHT -OF -WAY MAP; THENCE RUN S38'43'l6'E ALONG SAID NORTHEASTERLY RIGHT -OF -WAY LINE .A DISTANCE OF 357.65 FEET TO A POINT INTERSECTING SAID NORTHERLY RIGHT-OF-WAY LINE WITH THE AFORESAID NORTHWESTERLY BOUNDARY LINE OF LANDS DESCRIBED AS ACQUISITION PARCEL BAS RECORDED IN OFFICIAL RECORDS BOOK 409ZPAGE 164.IN THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA- THENCE CONTINUE S38'43'IEE ALONG SAID NORTHEASTERLY RIGHT -OF WAY LINE FOR A DISTANCE OF 50.00 FEET A POINT INTERSECTING SAID NORTHERLY RIGHT-OF-WAY LINE WITH A SOUTHEASTERLY BOUNDARY LINE OF SAID LANDS DESCRIBED AS 'ACQUISITION PARCEL BAND TO THE POINT OF BEGINNING THENCE CONTINUE 538'43'16'EA DISTANCE OF 7356 FEET; THENCE RUN N5I'I6'44E ALONG SAID NORTHEASTERLY RIGHT-OF -WAY LINE.A DISTANCE OF 5.00 FEET; THENCE RUN S38'43'16'EALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE.A vi DISTANCE OF 7875 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 284040 FEET AND A CHORD BEARING OF S3708147 -E WITH A CHORD DISTANCE OF 4227; THENCE RUN SOUTHEASTERLY ALONG SAID NORTHEASTERLY RIGHT -OF -WAY LINE AND ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF OO'5POr FOR A DISTANCE OF 4227 FEET TO A NON - TANGENT LINE, THENCE DEPARTING SAID NORTHEASTERLY RIGHT -OF -WAY UNE, RUN NO9'51'29'E.A DISTANCE OF 3.05 FEET; THENCE RUN N86045YE.A DISTANCE OF 15x62 FEET; THENCE RUN N3973'" . A DISTANCE OF 49J7 FEET: THENCE RUN N38'43'16'W. A DISTANCE OF 9375 FEET; THENCE RUN S5/716 44W A DISTANCE OF 5.00 FEET: THENCE RUN NJB'43'16'W,A DISTANCE OF 5876 FEET TO THE AFORESAID SOUTHEASTERLY BOUNDARY LINE OF SAID LANDS DESCRIBED AS ACQUISITION PARCEL B': THENCE RUN S5L73Y58'W.ALONG SAID SOUTHEASTERLY BOUNDARY FOR A DISTANCE OF 15DO FEET TO THE POINT OF BEGINNING CONTAINING 3027 SOUARE FEET (0.0695 ACRES) MORE OF LESS. GENERAL NOTES: 1. THIS IS NOT A BOUNDARY SURVEY. 2. BEARINGS SHOWN ARE BASED ON THE CENTERUNE OF CONSTRUCTION AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP FOR STATE ROAD No. 434. SECTION 77070 -2516. SHEET AO OF 13. AS S36 *43'16 "E. LOCHRANE EAQNEERING. INC. L.B. No. 2856 CHRISTOPHER A.LASERGE. P.S.M. No. 6014 NOT VAUD WITMVr THE 50VATURE AND ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER 1 PREPARED FORT WINTER SPRINGS HOLDINGS. INC. 1 WE: awa /mv VR4WN Or# P. T. R&ISE01 Amer No. o3w.H SCALEr N/A I SHEET I OF 4 I SKETCH OF DESCRIPTION GENERAL UTILITY EASEMENT LINE TABLE COURSE BEARING DISTANCE LI N24 010'06 "W 48.66' L2 N38043'16 'W 246.60' L3 S38043'16 "E 271.43' L4 S24 °10'06 "E 48.66' L5 S38 "43'16 0E 355.54' L6 S50 031'58 "W 15.00' L7 N38 °43'16 "W 357.65' L8 S38 °43'16 "E 50.00' L9 S38 043'16 "E 73.56' LID N51'16'44 "E 5.00' Ul S38 043'16 "E 78.75' Lit N09 °51'29 "E 3.05' U3 N86 $4'53 "E 15.62' U4 N39 013'06 'W 49.17' L15 N38 °43'16 "W 93.75' L16 S51 °16'44 "W 5.00' L17 N38'43'16 "W 58.76' U8 S50 031'58 "W 15.00' n-r �} - - LEGIBILITY LINSATLSFU FOR SCANNING ABBREVIA TiDN LEGEND COR. CORNER SE SOUTHEAST SEC. SECTION SETY SOUTHEASTERLY TWP. TOWNSHIP N£'LY NORTHEASTERLY AGE. A RANGE CENTRAL ANGLE NW'LY NORTHWESTERLY L LENGTH INC. INCORPORATED R RADN7S PROP PROPERTY CH CHORD O.R.B. OFFICIAL RECORD BOOK CB CHORD BEARING P.I. POINT OF INTERSECTION RNi�I T -OF -WAY PoC POINT OF COMMENCEMENT ID) D D ) 1 DEED Pas POINT OF BEGINNING CENTERLINE NTC NON - TANGENT CURVE P PG. PAGE PT POINT OF TANGENCY P.. B. PLAT BOOK PC POINT OF CURVATURE RD. ROAD PRC POINT OF REVERSE CURVATURE S.R. STATE ROAD C/ REFERENCE TO CURVE TABLE STA STATION U REFERENCE TO LINE TABLE N %Y NORTHERLY S'LY SOUTHERLY £'LY EASTERLY W'LY WESTERLY CURVE TABLE Cl: R :25.00 Delta: 6625'19' Arc: 28M CB- NO5'3O'37'W CH -2739 C2: R :2848.40 Delto: 00'51'OP Arc: 4227 CB- S39'08'47'E CH -4227 NOTE.-ALL DISTANCES ARE EXPRESSED IN FEET: A ME Conwlthg EMfnws • $U/WS 20 Sash BLwby Avrx^OrftW F1orldo 32803 (407)896 -1 PREPARED FOR, WINTER SPRINGS HOLDINGS, INC. DATE, 09/2! /= DRAWN 9Y, P.T. THIS IS NOT A BOUNDARY SURVEY RE"'-"E°' PROJECT N0. 03W.14 SC", N/A SHEET 2 OF 4 3 u x SKETCH OF DESCRIPTION GENERAL UTILITY EASEMENT rX /001 "e POC \ P.J. STA. 600.32.11 Q� ` OF S.R. 434 & TUSKAWILLA RD. �o JEGJaIIJTY UNSATISFAMP& ,EOK SCANNiNC ., ACQUISITION PARCEL B (RAILS TO TRAILS CORRIDOR) O.R.B. 4092, PG. 0164 %p ,rF� srF \. .� -,a o �\ �0 �O THIS IS NOT A BOUNDARY SURVEY z ff L Cmu#1 g Enyth rs - SutWs Z&So&h8umtVAwX^OrldnftFlorlda 32803 (407)8- Q&3317 PREPARED FORS WINTER SPRINGS HOLDINGS, INC. v9127fam I DRAWN Bre P. T. PJIWECT No. 03067J4 1' 1 SHEET 3 OF 4 tA I I Jai e E 131 / V V0� C,ce 0 `� CIO o � �`�, Nrc mac^ N ♦♦ Q �jj`iVV �pF `� ���� ♦ 1aP�� 5o �\ ♦�`c� POs �\ nrESrEwr - \ , ♦ ♦ �TroN) 1�P �` oo,`s�� 0 50 100 200 400 SCALEr 1' • 200' \ %p ,rF� srF \. .� -,a o �\ �0 �O THIS IS NOT A BOUNDARY SURVEY z ff L Cmu#1 g Enyth rs - SutWs Z&So&h8umtVAwX^OrldnftFlorlda 32803 (407)8- Q&3317 PREPARED FORS WINTER SPRINGS HOLDINGS, INC. v9127fam I DRAWN Bre P. T. PJIWECT No. 03067J4 1' 1 SHEET 3 OF 4 tA I I Jai e E 131 / V V0� C,ce 0 `� CIO o � �`�, Nrc mac^ N ♦♦ Q �jj`iVV �pF `� ���� ♦ 1aP�� 5o �\ ♦�`c� POs �\ nrESrEwr - \ , ♦ ♦ �TroN) 1�P �` oo,`s�� 0 50 100 200 400 SCALEr 1' • 200' SKETCH OF DESCRIPTION LEGIBILITY U NSATISi=ACTOid GENERAL UTILITY EASEME i i0i 4ANTVIiVG !, I I \ I \ \ I AMSMON PARCEL 8 PER \ \ I OAa4O9ZPQl64 \\ I \\ I I \ \ I \ \ I \ \ I \ \ EASEMENT 2 50' x 6o, CROSS ACCESS uTfUrY I �/1Np 4 Pr. EASEMENT PE v / \\ EASEMENT I ' EE°�� �N EASEMENT R aRa ♦� ♦ / `'0 ACOUISITlON PARCEL 8 PER \ �� ♦ v `c� ep � ORa4O9ZP6.64 UN ro \�� ♦ ♦mss � ♦0 \ ��= ♦ ♦ V EASEMENT 5 / ♦ 5O x 79 CROSS ACCESS.IITIUTY AN PG EASEMENT PER �♦pL `��.5` PROPOSED GENERAL UTILITY EASEMENT ♦ (EASTERLY PORTION) /� sgo�\ G�`♦ U23 -�$s \•\ THIS IS NOT A BOUNDARY SURVEY p �S • Ar ,� Cansultlm Erwaws sffv ars a � � \ 20►Sath aojbv A mnuaOrlon ftF 3 `\ PREPARED FORrWINTER SPRINGS 0 50 1100 200 DATE: 691212DO REVISEDe ri SME& r • 2W SCALE: r •200' XDINGS. ►NG DRAWN Bri PT. PROJECT Na 030671E SHEET 4 OF 4 IIINNN 1181MINNNNNNNININMimi n .+ MBRYi :01609E� CLERK IF CIRCUIT COURT BK 07486 Pgs 0164 - 1711,JOHO - - . -tL RK' S it 2010136467 RECORDED 11189/2010 02 :0542 PM Prepared by and Return to: RECORDING FEES 69.50 RECORDED BY T Smith Katherina W. Latorra Winter Spiings Assistant City Attorney Brown, Ga►ganese, Weiss & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32802 -2873 i Parcel Id: 26- 20- 30- 5AR -0A00 -0060 TEMPORARY PUBLIC PARKING EASEMENT AGRFXMENT THIS TEMPORARY PUBJIC PARKIN EAS AGREEMENT ( "Agreement"}, is made and entered into this day o:�G ¢�b010 by and between WINTER SPRINGS HOLDINGS, INC., a elaware Corporation authorized to conduct business in Florida ("Grantor') and the CITY OF WINTER SPRINGS, a Florida municipal corporation ( "Grantee'j. WITNESSETH: WHEREAS, Grantor is the owner of certain real property in the City of Winter Springs, Seminole County, Florida, generally located north of the McDonald's restaurant on the northeast corner of State Road 434 and Tuskawilla Road ( "the Property"); and WHEREAS, the Property is located within the Winter Springs Town Center and is currently vacant and unimproved; and WHEREAS, the City desires to temporarily utilize a portion of the Property depicted herein as an unpaved, stabilized parking area; and SAS, the parties desire to enter into this Agreement for the purpose of granting the Grantee a temporary public parking easement over a portion of the Property, to be occupied, used and maintained for public parking purposes; and NOW, THEREFORE, in consideration of the public purpose stated herein, and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference. 2. Easement ProuertY. The real property subject to the terms and conditions of this Agreement is identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-20-30 - 5AR OA00 -006C, and is generally located to the North and to the East of the McDonald's restaurant located on the northeast corner of State Road 434 and Tuskawilla Road, within the Winter Springs Town Center, with frontage on the east side of Tuskawilla Road, and is generally Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page l of 6 depicted in the shaded area on Exhibit "1," and legally described on "Exhibit 2", both of which are attached hereto and fully incorporated herein by this reference ("the Easement Property"). 3. Effective Date; Termination. This Agreement shall become effective upon full execution by both parties hereto and shall become terminable at such time the Grantor is issued a building permit to develop the Easement Property. Any such termination shall be noticed in writing to the non - terminating party at least ten (10) days prior to the effective date of the' termination. 4. Grant of Easement, Grantor hereby voluntarily grants and conveys to Grantee, subject to any previous and duly recorded easements or grants of record, a temporary public parking easement over, through, and across the Easement Property. Said easement shall be of the nature and character and to the extent hereinafter set forth. 5. Purpose of Public Parking Easement. The Temporary Public Parking Basement is granted for the express and sole purpose of allowing Grantee to occupy, use and maintain the Easement Property for public parking purposes. 6. Rights and Obligations of Grantee. To accomplish the purpose stated above, and at Grantee's sole expense, the following rights are conveyed to Grantee by this Agreement: (a) the right for Grantee to make the Basement Property available for public parking purposes to serve the general public and the merchants and customers of the Winter a Springs Town Center shopping center; (b) all other rights and privileges reasonably and customarily necessary for the safe and efficient occupancy, use and maintenance of the Easement Property for public parking purposes, including reasonable access to such facilities; .i (c) the right to take appropriate action to protect the easement rights granted hereunder including, but not limited to, the right to evict trespassers and file actions in a court of competent jurisdiction. In addition, upon termination of this Agreement, Grantee agrees to and shall promptly restore, or cause to be restored; the surface of the Easement Property to the same condition it was in upon execution of this Agreement, minus reasonable wear and tear. Any such restoration shall be in a workman like manner. 7. Easements Run with the I and. The easement granted hereunder shall remain a charge against the Property. Therefore, the easement shall run with the land and be automatically assigned by any deed or other conveyance conveying the Property, or a portion thereof, relating to this easement, even though the conveyance makes no reference to this easement as such. Easement Agrmemont City of Winter Springs / Winter Springs Holdings, Inc. Page 2 of 6 8. Recordation. Upon full execution of this Agreement by both parties hereto, Grantee shall record this instrument in the Official Records of Seminole County, Florida and may re- record it at any time to preserve the rights of either party to this Agreement. 9. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the Grantee's right to sovereign immunity under section 768.28, Florida. Statutes, or other limitations imposed' on the Grantee's potential liability under state or federal law. As such, the Grantee shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the Grantee shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 10. Lndemnit1eaf1on, To the extent provided by law and subject to the limitations set forth in paragraph 9 of this Agreement, Grantee agrees to indemnify, defend and hold harmless Grantor from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability, arising from, out of, or caused by: Grantee, its officers, employees, agents, or contractors, negligent or intentional acts, errors, omissions in the occupancy, use or maintenance of the Property, except to the extent of negligence or wanton misconduct of the Grantor. The indemnification provided above shall obligate the Grantee to defend at its own expense or to provide for such defense, at the option of the Grantee, 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 Grantor which may result under this Agreement. 11. Iniunetive Relief. The parties agree that, in the event of default, there may not be an adequate remedy at law, and therefore, it is agreed the parties shall be entitled to seek injunctive relief, including it mandatory injunction. 12. Governina Law and Venue. This Agreement shall be governed by the laws of the State of Florida. Venue for all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the easement is in Seminole County, Florida. 13. Notice All notices, demands, requests, consents, approvals or other communications (collectively, "Notices ") required or permitted to be given hereunder or which are given with respect to this Agreement shall be effective only if in writing and delivered by personal service, or delivered to an overnight courier service with guaranteed next day delivery or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: Basement Ageement City of Winter Springs / winter Springs Holdings, Ina, Page 3 of 6 TO GRANTOR: Winter Springs Holdings, Inc. 900 Seventh Street NW, Suite 1020 Washington, DC 20001 TO GRANTEE: Attu: City Manager City of Winter Springs, Florida 1126 W. State Road 434 Winter Springs, FL 32708 or to such other address as such party shall have specified most recently by like Notice. The attorneys for the parties hereto are also hereby respectively authorized to give any Notice permitted under this Agreement. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing, 14. Modification. This Agreement shall only be modified by a written instrument executed by the parties hereto or any successor, assigns, heirs, or representatives thereto. 15. Entire Agreement. This Agreement constitutes the full and entire • agreement between the parties hereto and supersedes any oral or written prior communications between the parties related to the subject matter contained in this Agreement. The laws of Florida shall govem this Agreement. I 16. Representations. The undersigned representatives hereby represent and warrant that this Agreement has been dully authorized by their respective agencies and that the undersigned representatives have the authority to execute this Agreement on behalf of their respective agencies. IN WITNESS WHEREOF, Grantor and Grantee have set their respective bands on the day and year first below written, [EXLCUTION PAGES FOLLOW] Basement Agreement City of Winter Springs / Winter Springs Holdings, Im. Page 4 of • r' TO GRANTOR: Winter Springs Holdings, Inc. 900 Seventh Street NW, Suite 1020 Washington, DC 20001 TO GRANTEE: Attu: City Manager City of Winter Springs, Florida 1126 W. State Road 434 Winter Springs, FL 32708 or to such other address as such party shall have specified most recently by like Notice. The attorneys for the parties hereto are also hereby respectively authorized to give any Notice permitted under this Agreement. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing, 14. Modification. This Agreement shall only be modified by a written instrument executed by the parties hereto or any successor, assigns, heirs, or representatives thereto. 15. Entire Agreement. This Agreement constitutes the full and entire • agreement between the parties hereto and supersedes any oral or written prior communications between the parties related to the subject matter contained in this Agreement. The laws of Florida shall govem this Agreement. I 16. Representations. The undersigned representatives hereby represent and warrant that this Agreement has been dully authorized by their respective agencies and that the undersigned representatives have the authority to execute this Agreement on behalf of their respective agencies. IN WITNESS WHEREOF, Grantor and Grantee have set their respective bands on the day and year first below written, [EXLCUTION PAGES FOLLOW] Basement Agreement City of Winter Springs / Winter Springs Holdings, Im. Page 4 of IN WITNESS WHEREOF, Grantor and Grantee have set their respective hands on the day and year first below written. GRANTOR: WITNESS: /I I - nt Name: `jvj."o F �) " z " �(- Pri e. �4yj/n!A,,,' kihf STATE OF COUNTY OF WINTER SPRINGS HOLDINGS, INC. Print Name: Title: t�raL.1�`C I hereby certify that the foregoing instrument was executed before me this t 604' day of �,ytllllllil /l/ °t�►,�� �..�.,.�- 2010 by of Winter Springs Holdings, Inc. O'who is personally,),.cf*m•""'•••.. to me, or 0 who has produced as identification. a,; 3/-7 r Notary Public, State of Jo Ann Bowen %,, , 1, Print Name: Notary Public, District of �oluA My Commission Expires 5114120iS My Commission expires: TCO 358, 643, 655v2 073448.010200 ATTEST; CITY SEAL: GRANTEE; CITY OF WINTER SP GS, Kevf L. Smit , City Maur ©�� r� ••'. ' EBsemwd Agt19 went City of Winter Springs / W9nba• Springs Holdings, Inc. Page 6 of 6 SKETCH OF DESCRIPTION -- NOT A SURVEY -- 000000000,0001, mom4m, Q foR JL"wl�M4* N� _ 4 6% ,� `gyI'll / Ate& \ 11 wr �o 4 0 / \ LOT 3 FO&hl '4F C1F,o C • �Tti "- DETAIL NOT TO SCALE AAWJWVUNVJW N A CENTRAL ANGLE R RADIUS L ARC LENGTH CB CHORD BEARING C CHORD NT NON — TANGENT R/W RIGHT —OF —WAY (. CENTERLINE ORB OFFICIAL RECORD BOOK Q 4p S 59'55'05" E QQ 11.00' - -r 4 jr LOT 5`' MAGNOLIA PARK ACQUISITION -PER ORB 5510, PAGES 1286 -1297 INT OF "R. vcw�awmt \ w CG S W5 147.71 �ur ya A� " LOT 6 ti v�QJ LOT 7 i` w \ LANDS DESCRIBED IN SORB 2803, PAGE 643 BY: M. RUSSELL ORDER NO.: T10B16 I NOT TO SCALE I DATE: 10/29/1 -N- Tinklepaugh SURVEYING SERVICES. INC. Wo COURILAND S BEET. SM 2A ORLANDO, K, 32804 (407) 242 -0957 []OrtW= BOSIMM No. 3770 EXHIBIT Sheet 1 See Sketch of Description Included as Attachment "A" DESCRITTION That part of Lots 6 and 7 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 thru 49 of the aforesaid Public Records, said point being a recovered concrete monument on the Easterly Right of Way of TUSKAWILLA ROAD (formerly Brantley Avenue) as recorded in Official Records Book 3225, Page 1829 of said Public Records; 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 Easterly Right of Way line of said TUSKAWILLA ROAD; thence run South 30'04' 55" West along said Easterly Right of Way line for a distance of 1691:38 feet; thence departing said Easterly Right of Way line, run South 59'55'05" East for a distance of 11.00 feet to the POINT OF BEGINNING; said point being on the Easterly Right of Way line of TUSKAWILLA ROAD, per Official Records Book 5510, Pages 1286 through 1297 of aforesaid Public Records; thence departing from said right of way and continue South 59 *55'05" East along the Southerly line of the Magnolia Park Acquisition as recorded in Official Records Book 5510, Pages 1286 through 1297 of the aforesaid Public Records for a distance of 147.71 feet; thence departing said Southerly line and run South 30'04' 55" West along a line being Easterly of and parallel with aforesaid TUSKAWILLA ROAD, for a distance of 753.70 feet to a point of the Northeasterly line of those lands as described in Official Records Book 2803, Page 643 of the aforesaid Public Records, thence run North 38'43' 16" West along said Northeasterly line for a distance of 158.43 feet to aforesaid Easterly Right of Way line of TUSKAWILLA ROAD; thence run North 30 °04'55" East along said Right of Way line for a distance of 696.41 feet to the POINT OF BEGINNING. Containing 2.458 Acres More or Less & being subject to any Easements, Right of Ways or Restrictions of Record. T10 -B 16 Prepared by: Tinklepaugh Surveying Services 850 Courtland Street, Suite 2 -A Orlando, Florida 32804 (407) 262 -0957 This description and the accompanying sketch or sketches has been prepared in accordance with the Standards set forth in Chapter 5J -17, F.A.C., pursuant to Chapters 177 and 472, Florida Statutes. Unless it bears the signature and the original raised seal of a Florida licensed surveyor and mapper this drawing, sketch, plat or map is for info mational purposes only and is not valid. ROBERT W. MONACO, W&M. # 5980 Date: h[OVkM43EL 1. 2010 Prepared by and return to: Kimberly Romano Kopp Assistant City Attorney, Winter Springs Brown, Garganese, Weiss & D'Agresta 111 N. Orange Avenue, Suite 2000 Orlando, Florida 32802 UNION NEVIN IaN11NNi101110111 10 MARYANNE. via CLERK OF CIRCUIT MURT SENINOLE CMK Y — BK 07486 Pgs 0172 - 174; Qms) CLERK'S # 2ol Oi 36468 REC[BlDED 11/29/2010 02 :05 :52 PN RE00RDINS FEES 27.00 RECt)RM BY T Saith NOTICE OF TERMINATION THIS NOTICE OF TERMINATION (herein referred to as the "Termination "), made and executed this 4%y of November, 2010, by the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation (herein referred to as the "City "), whose address is 1126 East State Road 434, Winter Springs, Florida, 32708. WITNESSETH: WHEREAS, the City and MAIN STREET ASSOCIATES, LLC, a Georgia limited liability company, ( "Developer ") previously entered into an Implementation Agreement recorded in Official Records Book 6599, Pages 1705 -1726 of the public records of Seminole County, Florida ("Implementation Agreement "), for the purpose of constructing a two phase development project, which project is no longer economically feasible; and WHEREAS, WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, is successor in interest to Developer ( "Owner's; and WHEREAS, Owner and the City entered into that certain Agreement dated August 23, 2010, recorded in Official Records Book 7472, Pages 1007 of the public records of Seminole County, Florida ( "WSH Agreement ") setting forth certain conditions for termination of the Implementation Agreement; and WHEREAS, all of the terms and conditions contemplated under the said WSH Agreement have been satisfied; and WHEREAS, the parties now desire to terminate the Implementation Agreement. NOW THEREFORE, in consideration of the mutual covenants and mutual benefits herein contained, the parties agree that the Implementation Agreement is terminated and is no longer of any force and effect. The parties further acknowledge that the property is no longer bound by the following two predecessor development agreements: (i) Agreement between the City and Schrimsher Land Fund et al, dated June 26, 2000; and (ii) the WSTC Phase II Developer's Agreement between the City and JDC Calhoun, Inc., dated December 15, 2005. IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. ATTEST: CITY OF WINTER SPRINGSXFLORIDA Aelll REA LORENZO- LUACES, City C erk OWT1191ACE Y, o a STATE OF FLORIDA ) • �4' '1 COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this days ,Qf�er, 2010, by 3� Mayor, who is rs�," or '``` who produced their on license as identificationt A1.1 A)-7 Notary Pub lic — State of Florida ` n "AY A Notary Public State of forida � ,y � `I �� n � V Danielle Harker Print Name: ((��I1V L My Commission DD663371 My commission expires: QQ Ex Tres 0411512011 WITNESS: WINTER SPRINGS HOLDINGS, INC. Name: Name: Name: Title: STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of November, 2010, by , as , who is personally known to me or who produced their Florida Driver's license as identification. Notary Public — State of Florida Print Name: My commission expires: e i IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. ATTEST: ANDREA LORENZO- LUACES, City Clerk STATE OF FLORIDA ) COUNTY OF SEMINOLE } CITY OF WINTER SPRINGS, FLORIDA CHARLES LACEY, Mayor The foregoing instrument was acknowledged before me this day of November, 2010, by JOHN F. BUSH, as Mayor, who is personally known to me or who produced their Florida Driver's license as identification. COUNTY OF ) Notary Public — State of Florida Print Name: My commission expires: WINTER SPRINGS HOLDINGS, INC. �„_,0 ot,0__; ®� � Y �.— Name: �- �.�►�.�� K .1.,e.c. Title: The foregoing instrument was acknowledged before me this day of November, 2010, by k. as �...a. Q. who is personally known to me or who produced their Florida Driver's licennse r id ntification. Notary Public — State- efFlrna w Print Name: Jo Ann Bowen My commission expires: Notify Public , s ri lef Columbia. My Commission Expires 5/14/2015 *` 00...0 r 0 I� A Prepared by and return to: Anthony A. Garganese City Attorney of Winter Springs Brown, Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, Florida 32802 AGREEMENT IIIIIIININNIMNNNwNN�NNNMNMMNMIrii1N NARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY BK 07472 Pgs 1007 - 1040; (34p9s) CLERK'S is 2010127358 RECORDED 11/02/2010 11:40139 AN RECORDING FEES 290.50 RECORDED BY J Eckenroth(all) HIS AG EMENT (the "Agreement ") is made and entered into effective this day of C. N S _, 2010, by and between Winter Springs Holdings, Inc., a Delaware corpor ion, 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: �l p o° WHEREAS, the Owner is the owner in fee simple title to certain real property (the d rn "Property ") described in EXHIBIT "A" attached hereto and incorporated herein by this o'cA reference; and LC, 6 rA WHEREAS, the Property is subject to that certain Implementation Agreement (the o "Implementation Agreement "), recorded in the Public Records of Seminole County, Florida in 0 Official Records Book 6599, Pages 1705 -1726; and oq d L L WHEREAS, pursuant to the Implementation Agreement, Owner predecessor in interest CO a- O committed to constructing a two phase development project on the Property generally consisting of 383,000 square feet of retail, 465,000 square feet of office, and 935 multi - family units, all in buildings of six (6) stories in height; and WHEREAS, due to the recent economic downturn and the slow housing market, the parties realize that the approved project under the Implementation Agreement is no longer economically feasible; and WHEREAS, the parties now desire to terminate the Implementation Agreement in order to make the Property more flexible for future development in furtherance of, and consistent with, the City's Town Center Comprehensive Plan Policies and Town Center District Code; and WHEREAS, the parties also acknowledge and agree that the termination of the Implementation Agreement is being conditioned upon the City receiving certain public benefits under the Implementation Agreement and this Agreement. City of Winter Springs/Winter Springs Holdings, Inc. Page 1 of 7 I i WITNESSETH: NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the parties, and exchanged with Owner's predecessor in interest under previous developer's agreements binding the Property, 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. Termination. Upon the full and complete satisfaction of all of the conditions of termination set forth in paragraph 3 of this Agreement, the parties agree that the City shall record a notice of termination in the Official Records of Seminole County, Florida terminating the Implementation Agreement. Said notice of termination shall also acknowledge the_ Property is no longer bound by the following two predecessor development agreements: (i) Agreement between the City and Schrimsher Land Fund et al, dated June 26, 2000; and (ii) the WSTC Phase II Developer's Agreement between the City and JDC Calhoun, Inc., dated December 15, 2005. Said notice of termination shall be recorded within five (5) days of the conditions of termination being fully completed. Said notice shall be in a form mutually acceptable to the parties. Upon recordation, the Implementation Agreement shall be deemed terminated and the parties will no longer have any rights or obligations under the Implementation Agreement. 3. Conditions of Termination. Prior tc required under paragraph 2 of this Agreement, satisfaction of each other: the City recording the notice of termination the parties shall complete the following to the 3.1 In accordance with paragraph 6.2 of the Implementation Agreement, Owner shall require their engineer, Lochrane Engineering, to finalize and submit to the City for final approval the plans and specifications for Spine Road (Michael Blake Boulevard) ( "Spine Road Plans "). Upon receipt of the Spine Road Plans, the parties shall diligently work together to obtain final approval of the plans and specifications from the City Commission. Approval of the plans and specifications shall not unreasonably be withheld by the City Commission. Lochrane shall submit a PDF file for all design documents and the CAD files for the design drawings. 3.2 Within seven (7) days of the Spine Road Plans being approved by the City Commission, Owner shall cause Lochrane Engineering to deliver to the City five (5) original sets of certified and sealed Spine Road Plans which the City may fully rely upon for the future reconstruction of Spine Road. Lochrane shall also submit the Spine Road Plans in PDF format. Certification shall be in the name of the "City of Winter Springs, Florida." The future construction of Spine Road shall be at the City's sole discretion. However, upon written request to the City, Owner may be permitted to construct Spine Road in accordance with the Spine Road Plans, provided such request is approved by the City Commission. If Owner is permitted to construct Spine Road, the City shall reimburse (in U.S. funds or impact fee credits) the Owner City of Winter Springs/Winter Springs Holdings, Inc. Page 2 of 7 I the reasonable costs associated with the construction under written terms and conditions deemed acceptable to the City. In addition, Lochrane Engineering shall deliver to the City five (5) original sets and a PDF file of a separate boundary survey and sketch of Spine Road inclusive of the SR 434 right turn lane ( "Boundary Survey ") which may be relied upon by the parties for the Spine Road closing required under paragraph 3.3 of this Agreement. The Boundary Survey shall be certified in a manner necessary for the City to obtain title insurance for the Spine Road conveyance. Notwithstanding the above, whoever proceeds with the construction of Spine Road shall be responsible for making sure that the Spine Road Plans are in compliance with all applicable codes at the time of construction. 3.3 Within thirty (30) days of the City receiving the Spine Road Plans and the Boundary Survey, Owner shall convey the Spine Road property (inclusive of the SR 434 right turn lane) to the City by special warranty deed. Said conveyance shall be free and clear of any mortgages, taxes, liens and any encumbrances that would interfere with the City's intended use of the property for roadway purposes. Owner and City agree to cooperate to remove any encumbrances that may interfere with the City's intended purpose for the Property. Further, the conveyance shall be at no cost to the City, except the City shall be responsible for ordinary and reasonable closing costs such as recording fees for the deed and costs required to obtain title insurance and preparing. The City will be responsible for preparing the ordinary and customary closing documents, which shall exclude, however, any closing documents required to be prepared by Owner to remedy title defects and to provide fee simple title free and clear of any and all encumbrances. Additionally, the City agrees to pay Owner Two Hundred Forty -Seven Thousand Five Hundred Sixty -One and 80/100 Dollars ($247,561.80) at closing, which shall be for purposes of fully and completely satisfying the reimbursement payment required by the City pursuant to paragraph 6.2 (D) of the Implementation Agreement. Owner shall be responsible, and indemnify and hold harmless the City, for paying Lochrane Engineering for the Spine Road Plans and Boundary Survey. 3.4 At closing of the Spine Road Property, Owner shall convey, and the parties shall execute, a temporary public parking easement agreement for purposes of allowing the City to maintain the existing temporary unpaved, stabilized parking area on the Property along Tuskawilla Road within the Town Center. Said temporary easement shall be in a form substantially similar to the easement attached hereto as EXHIBIT `B." The City will be responsible for recording the easement in the Official Public Records of Seminole County, Florida. 3.5 At closing of the Spine Road Property, Owner and the City agree to execute a special events agreement that will permit the City to use undeveloped portions of the Property for future Town Center special events, such as Hometown Harvest, on an on -going basis. Said agreement shall be in a form substantially similar to the agreement attached hereto as EXHIBIT «C.» 3.6 At closing of the Spine Road Property, Owner and the City agree to execute a future development obligations agreement in a recordable form mutually acceptable to the parties that memorializes two (2) remaining development obligations under the Implementation Agreement that can not be terminated because of previous actions by the parties, and Owner's predecessor's in interest, regarding the development of the Property, as follows: City of Winter Springs/Winter Springs Holdings, Inc. Page 3 of 7 i 9 i A. Owner and City acknowledge and agree that the conveyance of the small neighborhood squares # 4 (minimum .42 acres) and #S (minimum .44 acres) required in the Schrimsher Development Agreement, dated July 26, 2000, and which a Short Form Memorandum of Agreement is recorded in the public records of Seminole County, Florida in Official Record Book 3988, Page 1063, is still binding on the Property. This obligation shall be restated in the future development obligation agreement to provide that said neighborhood squares shall be conveyed to the City, at no cost, at such time the City determines the squares are needed in conjunction with the future development of the Property. B. Under the Implementation Agreement, the Owner was responsible for designing, permitting, and constructing a master stormwater plan for the Property, which is intended to include the handling of stormwater runoff from Spine Road. As such, the permanent stormwater facilities consist of all necessary conveyance and treatment facilities located outside of the Spine Road property. Owner remains committed to constructing the permanent master stormwater facilities at such time the Property is developed in accordance all applicable SJRWMD and any other regulatory permitting requirements. The permanent stormwater facilities located outside of the Spine Road Property shall remain privately owned and maintained, with a drainage easement dedicated to the City over all stormwater facilities supporting Spine Road at such time the permanent facilities are constructed and approved by the City. In the event that the City chooses to construct Spine Road in advance of substantial development of the Property and before the permanent stormwater facilities are in place, Owner shall grant the City a right -of -entry to construct and maintain temporary stormwater facilities on the Property located outside of the Spine Road Property in accordance with a temporary drainage easement that is mutually acceptable to the Owner and the City. The area for the temporary stormwater facilities shall be generally located in the area depicted on EXHIBIT "E," which is attached hereto and deemed fully incorporated herein by this reference. The right -of -entry and easement shall remain in place until the permanent stormwater facilities are constructed by the Owner. At the time the permanent drainage facilities are constructed and accepted by the City and the applicable regulatory agencies, Owner shall be responsible for the removal of all temporary drainage facilities. In addition to the right -of -entry and easement Owner shall grant the City authorization to utilize and/or modify any permits applicable to the construction of Spine Road. Owner agrees to cooperate with the City regarding any permit utilization and/or modification and shall execute applicable permit documents authorizing the permit utilization or modification to the extent required by the SJRWMD. This obligation shall be restated in the future development obligation agreement. 3.7 At closing of the Spine Road Property, Owner and the City agree to execute a Temporary Staging License Agreement that will permit the City to use a portion of the undeveloped Property for staging emergency or disaster relief operations that exist within the City of Winter Springs including, but not limited, hurricanes, flooding, tornados, missing persons, and other civil emergencies. Said agreement shall be in a form substantially similar to the agreement attached hereto as EXHIBIT "D." 3.8 At closing of the Spine Road Property, Owner and the City agree to execute a fifteen (15') foot general utility easement adjacent to State Road 434 from Spine Road southeasterly to the Owner's eastern property boundary (east of the existing trail bridge) for the City's general utilities which will eventually service parts of the City's Town Center including the Property. City of Winter Springs/Winter Springs Holdings, Inc. Page 4 of 7 ,q 4. 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 concerning 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 related to the subject matter expressed herein, and supersedes all previous oral and written representations, agreements and understandings between the parties related thereto. 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. iii. 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. iv. 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. Attn: 900 Seventh Street NW, Suite 1020 Washington, DC 20001 Telephone: Fax: 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 V. Attorneys Fees. Each party shall bear their own attorneys fees regarding the drafting and implementation of this Agreement. City of Winter Springs /Winter Springs Holdings, Inc. Page 5 of 7 k 4 IN WITNESS WHEREOF, the parties hereto have caused this. �'ie n to.boAe b Muted by their appropriate officials, as of the date first above written.• ; ' eiT•� WI S: CT "F WINTER SMNC (signature) Y F. Bush, Mayor • • • • • ; C` J t4- 64f I f, (print '/I C� �3k 11 L-11 (print name) STATE OF FLORIDA COUNTY OF SEMINOLE A Luaces, City Clerk Date: lot Tl�e foregoing instrument was acknowledged before me this day of 2010, b tM-T , Mayor of the City of Winter Springs, (check one) ❑ who ' p ovally -'.` wn to me or ❑ wh produced as identification. _ ''---- oayd�lic ip�►' 6* Notary Public State of Fl * Name: � ����� • Andrea Lorenzo aces At, F,00 My Commission DD664 ,My ommission expires: - Exoires 05/09/2011 City of Winter Springs/Winter Springs Holdings, Inc. Page 6 of 7 I WITNESS: (signature (print na ) ( 44 Utt t/. (print name) DISTRICT OF COLUMBIA: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: � I< , C:�X' Lindell K. Lee, President Date: The foregoing instrument was acknowledged before me this 10th day of August, 2010, by Lindell K. e, President of the Winter Springs Holdings, Inc., a Delaware corporation, (check one) who is personally known to me or ❑ who produced as identification. TCO 358,640,8240 073448.010200 Notary Public , Print Name:1 My Commission expires: 2A Flizabeth Hubbard Public, District M Cotuyft r,,/ Commission Exores 4/14/2011 I � Y � LFGAL DESCRIPTION: A PORTION OF LOTS 7 AND 8, BLOCK W. D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP. RANGE 1 EAST ACCORDING TO 31, TOWNSHIP (THEREOF AS RECORDED IIN�PLAT BOOK C1. PAGE TOWNSHIP F THE2PULLI SOUTH, RECORDS OF S&INOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP, SECTION 77070 -2516, SHEET 10 OF 13. P.I. STATION 600 +32.11); THENCE RUN S38'23'341 A DISTANCE OF 27.48 FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT OF WAY MAP: THENCE DEPARTING SAID BASELINE RUN N30'04'561 A DISTANCE OF 258.26 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD FORMERLY KNOWN AS BRANTLEY AVENUE, AS SHOWN ON SAID RIGHT OF WAY MAP; THENCE CONTINUE N30'04'56 "E, ALONG SAID EASTERLY IGHT OF WAY UNE, A DISTANCE OF 55.82 FEET FOR A POINT OF BEGINNING: THENCE CONTINUE N3O'04'56'E, ALONG SAID EASTERLY RIGHT OF WAY UNE, A DISTANCE OF 1279.13 FEET TO A POINT ON A NON- TANGENT CURVE CONCAVE WESTERLY. HAVING A RADIUS OF 1110.99 FEET AND A CHORD BEARING OF S12 *25'14'W, SAID POINT ALSO BEING ON THE WESTERLY LINE OF THE C.S.X. TRANSPORTATION INCORPORATED 'LAKE CHARM BRANCH' RAIL CORRIDOR; THENCE DEPARTING SAID RIGHT OF WAY LINE RUN ALONG SAID WESTERLY LINE AND ALONG THE ARC OF SAID CURVE THRLI A CENTRAL ANGLE OF 6'17'06', A DISTANCE OF 121.87 FEET TO THE POINT OF TANGENCY: THENCE RUN S1533'47'1N A DISTANCE OF 1013.17 FEET TO THE NORTHWEST CORNER OF RELEASE PARCEL 2 AS DESCRIBED IN OFFICIAL RECORD BOOK 3988, PAGE 1095: THENCE DEPARTING SAID WESTERLY LINE RUN S5701'44 "E. ALONG THE NORTHERLY -LINE OF SAID RELEASE PARCEL 2, A DISTANCE OF 104.80 FEET TO THE NORTHEAST CORNER OF SAID RELEASE PARCEL 2. SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF ( ACQUISITION PARCEL B THE RAILS TO TRAILS CORRIDOR) AS DESCRIBED IN OFFICIAL RECORD BOOK 4092, PAGE 164; THENCE CONTINUE S57'01'44 "E, ALONG SAID SOUTHERLY UNE; A DISTANCE OF 95.46 FEET; THENCE RUN S54'37'59 "E A DISTANCE OF 147.17 FEET TO A POINT OF ZURVATURE OF A TANGENT CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 61'16'51" A DISTANCE OF 90.91 FEET TO THE POINT OF REVERSE CURVATURE. SAID CURVE' BEING CONCAVE SOUTHERLY. HAVING A RADIUS OF 500.00 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 38'11'46" A DISTANCE OF 333.32 FEET TO THE POINT OF TANGENCY- THENCE RUN S77'43'04 "E A DISTANCE OF 187.98 FEET; THENCE RUN S46 13'.52 "E A DISTANCE OF 177.70 FEET; THENCE RUN S37SO'43'E A DISTANCE OF 562.97 FEET TO THE INTERSECTION OF SAID SOUTHERLY LINE AND THE NORTHWESTERLY LINE OF SAID ACQUISITION PARCEL B: THENCE RUN S50'31'58'W, ALONG SAID NORTHWESTERLY UNE, A DISTANCE OF 997.88 FEET TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF STATE ROAD 434 (PER FLORIDA OEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP, SECTION 77070- 2516, SHEET 11 OF 13); THENCE DEPARTING SAID NORTHWESTERLY LINE RUN N3B'43'16"W, ALONG SAID - NORTHEASTERLY RIGHT OF WAY LINE, A DISTANCE OF 431.17 FEET TO THE POINT OF CURVATURE OF A NON - TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 7905.47 FEET AND A CHORD BEARING OF N3T00'57'W- THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 3"24'37' A DISTANCE OF 470.54 BEET TO THE END OF SAID CURVE; THENCE RUN S51' 16'44W A DISTANCE OF 14.00 FEET; THENCE RUN N38'43'16'W A DISTANCE OF 138.42 FEET TO THE SOUTHEAST CORNER OF AFORESAID RELEASE PARCEL 2; THENCE CONTINUE N38'43'16'W A DISTANCE OF 138.78 FEET TO THE SOUTHWEST CORNER OF RELEASE PARCEL 2; THENCE CONTINUE N38'43'16'W A DISTANCE OF 308.12 FEET TO THE MOST SOUTHERLY CORNER OF THOSE LANDS OESCRIBE4 IN OFFICIAL RECQRD BOOK 2803, 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 200.00 FEET; TO THENCE HE RUN OINT 03F • BEGINNING. ALONG THE NORTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF TOGETHER WITH: "A' A PORTION OF LOTS 7 AND 8, BLOCK "A D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, SAID CAST ACCORDIINNG To Y14EOPLAT (THERESOUTH, S RECORDEDIIN�PLAY BOOK SECTION TOWNSHIP O THE PUBLIC RECORDS OF 59MINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP, SECTION 77070 -2516 SHEET 10 OF 13, P.I. STATION 600+32.11). RUN S38'23'34'E A DISTANCE OF 1729.58 FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT OF WAY MAP; THENCE DEPARTING SAID BASELINE RUN N50'31'58 "E A DISTANCE OF 97.29 TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF TUtKAWILLA ROAD (FORMERLY KNOWN AS BRANTLEY AVENUE), AS SHOWN ON SAID RIGHT OF WAY MAP, FQR THE POINT OF BEGINNING; THENCE RUN N50'31'58 "E A DISTANCE OF 1,033.48 FEET: THENCE RUN N39'78 Q2 A DISTANCE OF 15.00 FEET; THENCE RUN N50'31'58 "E A DISTANCE OF 106.44 FEET: THENCE RUN 583'03 12'E A DISTANCE OF 94.74 FEET; THENCE RUN S47'S4'36 "E A 015TANCE .OF 34,00 FEET; THENCE RUN 537.59'33'E A QISTANCE OF 57.52 FEET; THENCE RUN S68.24'08'E A DISTANCE OF 52.48 FEET .TO THE EASTERLY LINE OF BLOCK A ", D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP AS RECORDED IN PLAT BOOK 1, PAGE 5; THENCE RUN S05' 13'52W ALONG SAID EASTERLY LINE OF BLOCK "e A DISTANCE OF 251.46 FEET: THENCE DEPARTING SAID EASTERLY LINE OF BLOCK "A" RUN S62'36'00"W A DISTANCE OF 109.52 FEET' THENCE RUN S50'54'04'W A DISTANCE OF 11.72 FEET; THENCE RUN W S22'01'13" A DISTANCE aF 55.99 FEET; THENCE RUN S29'00'27Y1 A DISTANCE OF 44.28 FEET; THENCE RUN S52'03'03'W A DISTANCE OF 9.60 FEET; THENCE RUN S28'03'23"W A DISTANCE OF 97.92 FEET; THENCE RUN 544'20'04 "E A DISTANCE OF 176.05 FEET ; THENCE RUN 537'21'37 "E A DISTANCE OF 71.69 FEET TO A POINT ON THE AFOREMENTIONED EASTERLY LINE OF BLOCK A "; THENCE RUN ALONG SAID EASTERLY LINE OF BLOCK "A" 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'O1 "W A DISTANCE OF 245.40 FEET; THENCE RUN 589'06'27 -AI A DISTANCE OF 57.99 FEET; THENCE RUN S66'37'02'W A DISTANCE OF 39.09 FEET; THENCE RUN S46'2914'W A DISTANCE OF 41.50 FEET ; THENCE RUN S28'55'33"W A DISTANCE OF 34.27 FEET; THENCE RUN SIV02'16'1N A DISTANCE OF 55.95 FEET; THENCE RUN S03'05'47'W A DISTANCE OF 52.29 FEET: THENCE RUN S07'51' 13'W A DISTANCE OF 30.86 FEET; THENCE RUN SO(747'47 W A DISTANCE .-OF 49.12 FEET: THENCE RUN S07'25'22'W A DISTANCE OF 52.87 FEET* THENCE RUN S67'06'00'W A DISTANCE OF 15.29 FEET ; THENCE RUN S79'35'01'W A DISTANCE OF 69.29 FEET; THENCE FUN N89'1 8'43"W A DISTANCE OF 96.92 FEET; THENCE RUN N60'50'07'W A DISTANCE OF 119.48 FEET; THENCE RUN S86'04'53'W A DISTANCE OF 186.65 FEET; THENCE RUN S09'51'29'W A DISTANCE OF 105 FEET; THENCE RUN N38'S2'11'W A DISTANCE OF 121.02 FEET; THENCE RUN S51' 16'44 W A DISTANCE OF 5.00 FEET TO A POINT ON THE AFOREMENTIONED NORTHEASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD; THENCE RUN ALONG THE . SAID NORTHEASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD N38'43'16'W A DISTANCE OF 73.56' TO THE POINT OF BEGINNING. CONTAINS 46.553 ACRES (2,027,848.68 SQ. FT.). MORE OR LESS. EXHIBIT Prepared by and Return to: EXHIBIT 46 Katherine W. Latorre Winter Springs Assistant City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32802 -2873 Parcel Id: 26- 20- 30- 5AR- OA00 -006C TEMPORARY PUBLIC PARKING EASEMENT AGREEMENT THIS TEMPORARY PUBLIC PARKING EASEMENT AGREEMENT ( "Agreement "), is made and entered into this day of , 2010 by and between WINTER SPRINGS HOLDINGS, INC., a Delaware Corporation authorized to conduct business in Florida ( "Grantor ") and the CITY OF WINTER SPRINGS, a Florida municipal corporation ( "Grantee "). WITNESSETH: WHEREAS, Grantor is the owner of certain real property in the City of Winter Springs, Seminole County, Florida, generally located north of the McDonald's restaurant on northeast the corner of State Road 434 and Tuskawilla Road ( "the Property "); and WHEREAS, the Property is located directly adjacent to the Winter Springs Town Center and is currently vacant and unimproved; and WHEREAS, the City desires to temporarily utilize a portion of the Property depicted herein as an unpaved, stabilized parking area; and WHEREAS, the parties desire to enter into this Agreement for the purpose of granting the Grantee a temporary public parking easement over a portion of the Property, to be occupied, used and maintained for public parking purposes; and NOW, THEREFORE, in consideration of the public purpose stated herein, and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference. 2. Easement Property. The real property subject to the terms and conditions of this Agreement is identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-20-30 - SAR-OA00-006C, and is generally located to the North and to the East of the McDonald's restaurant located on the northeast corner of State Road 434 and Tuskawilla Road, directly across Tuskawilla Road from the Winter Springs Town Center, and is generally depicted in the Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 1 of 6 f shaded area on Exhibit "1," attached hereto and fully incorporated herein by this reference ( "the Easement Property "). 3. Effective Date; Termination. This Agreement shall become effective upon full execution by both parties hereto and shall become terminable at such time the Grantor is issued a building permit to develop the Easement Property. Any such termination shall be noticed in writing to the non - terminating party at least ten (10) days prior to the effective date of the termination. 4. Grant of Easement. Grantor hereby voluntarily grants and conveys to Grantee, subject to any previous and duly recorded easements or grants of record, a temporary public parking easement over, through, and across the Easement Property. Said easement shall be of the nature and character and to the extent hereinafter set forth. 5. Purpose of Public Parkins Easement. The Temporary Public Parking Easement is granted for the express and sole purpose of allowing Grantee to occupy, use and maintain the Easement Property for public parking purposes. 6. Rights and Obligations of Grantee. To accomplish the purpose stated above, and at Grantee's sole expense, the following rights are conveyed to Grantee by this Agreement: (a) the right for Grantee to make the Easement Property available for public parking purposes to serve the general public and the merchants and customers of the Winter Springs Town Center shopping center; (b) all other rights and privileges reasonably and customarily necessary for the safe and efficient occupancy, use and maintenance of the Easement Property for public parking purposes, including reasonable access to such facilities; (c) the right to take appropriate action to protect the easement rights granted hereunder including, but not limited to, the right to evict trespassers and file actions in a court of competent jurisdiction. In addition, upon termination of this Agreement, Grantee agrees to and shall promptly restore, or cause to be restored; the surface of the Easement Property to the same condition it was in upon execution of this Agreement, minus reasonable wear and tear. Any such restoration shall be in a workman like manner. 7. Easements Run with the Land. The easement granted hereunder shall remain a charge against the Property. Therefore, the easement shall run with the land and be automatically assigned by any deed or other conveyance conveying the Property, or a portion thereof, relating to this easement, even though the conveyance makes no reference to this easement as such. Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 2 of 6 � f 8. Recordation. Upon full execution of this Agreement by both parties hereto, Grantee shall record this instrument in the Official Records of Seminole County, Florida and may re- record it at any time to preserve the rights of either party to this Agreement. 9. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the Grantee's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the Grantee's potential liability under state or federal law. As such, the Grantee shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the Grantee shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 10. Indemnification. To the extent provided by law and subject to the limitations set forth in paragraph 9 of this Agreement, Grantee agrees to indemnify, defend and hold harmless Grantor from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability, arising from, out of, or caused by: Grantee, its officers, employees, agents, or contractors, negligent or intentional acts, errors, omissions in the occupancy, use or maintenance of the Property, except to the extent of negligence or wanton misconduct of the Grantor. The indemnification provided above shall obligate the Grantee to defend at its own expense or to provide for such defense, at the option of the Grantee, 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 Grantor which may result under this Agreement. 11. Iniunctive Relief. The parties agree that, in the event of default, there may not be an adequate remedy at law, and therefore, it is agreed the parties shall be entitled to seek injunctive relief, including a mandatory injunction. 12. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida. Venue for all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the easement is in Seminole County, Florida. 13. Notice. All notices, demands, requests, consents, approvals or other communications (collectively, "Notices ") required or permitted to be given hereunder or which are given with respect to this Agreement shall be effective only if in writing and delivered by personal service, or delivered to an overnight courier service with guaranteed next day delivery or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 3 of 6 TO GRANTOR: Winter Springs Holdings, Inc. 900 Seventh Street NW, Suite 1020 Washington, DC 20001 TO GRANTEE: Attn: City Manager City of Winter Springs, Florida 1126 W. State Road 434 Winter Springs, FL 32708 or to such other address as such party shall have specified most recently by like Notice. The attorneys for the parties hereto are also hereby respectively authorized to give any Notice permitted under this Agreement. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing. 14. Modification. This Agreement shall only be modified by a written instrument executed by the parties hereto or any successor, assigns, heirs, or representatives thereto. 15. Entire Agreement. This Agreement constitutes the full and entire agreement between the parties hereto and supersedes any oral or written prior communications between the parties related to the subject matter contained in this Agreement. The laws of Florida shall govern this Agreement. 16, Representations. The undersigned representatives hereby represent and warrant that this Agreement has been dully authorized by their respective agencies and that the undersigned representatives have the authority to execute this Agreement on behalf of their respective agencies. IN WITNESS WHEREOF, Grantor and Grantee have set their respective hands on the day and year first below written. [EXECUTION PAGES FOLLOW] Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 4 of 6 I ! WITNESS: Print Name: Print Name: STATE OF _ COUNTY OF GRANTOR: WINTER SPRINGS HOLDINGS, INC. Print Name: Title: I hereby certify that the foregoing instrument was executed before me this day of , 2010 by , as of Winter Springs Holdings, Inc. ❑ who is personally known to me, or ❑ who has produced as identification. Notary Public, State of Print Name: My Commission expires: Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 5 of 6 f 4 ATTEST: Andrea Lorenzo - Luaces, City Clerk CITY SEAL: GRANTEE: CITY OF WINTER SPRINGS, FLORIDA Kevin L. Smith, City Manager Easement Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 6 of 6 { r - F,' f S„ „�p�¢�q°pv 7�jJcc P +t ' Hf R a'6 dt �0in 49 > ?6 19 444$,a °4g11j97� 'r` � �'� rL. '� °e �1 ®f °saa� ° °oi ° ®a ♦3AaQ p n 4 x� � ��i. P . a�P9 °b w♦ P °1 ♦PgAf4P f }� {y #� i 3 "r4n �.�� .� �� ?Tb ♦Sr f Q7aA ?r �' 4a4 %f114fP$9Da,�,< j^y :. ,. �,t�si'� r��' �. fi ,� _A14 o ♦efc7 ' .a a e ° °�' r ♦a ` ; t +F�2p Y✓ 4 „4'�j, � ��il '*� ♦* {.Af �:9�a4401.4f0 ®PD�Sj I `� A � � 2 Zjt. � •� ' gt�r _ f a °r "if ® ? +41fa1 °@9� 'r o f? P aE F I -Y 'a �v,• i y i° z 9 4 ♦ee °i*o. {. $ e + ♦i 6'�Qf9'gof ♦f�'c` 4 : ?�,;. 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AAfA b� °n O °1 °A R ?64 D nS9AP4' -06y4 1 .x t' in v'� �t- - �. {! ffilf ♦ ♦+ �bof� °o ♦ao °in�'a�n3Tr � `%k 4 '� r ::� ry�ro r � a °♦ ♦a ♦4 6+ ♦9aa8 4 T fi f , TOWN CENTER SPECIAL EVENTS LICENSE AGREEMENT EXHIBIT THIS LICENSE AGREEMENT ( "Agreement ") is made and entered into as of the day of , 2010, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ( "City "), WINTER SPRINGS HOLDINGS, INC., a Delaware corporation qualified to do business in Florida ( "Owner "). WITNESSETH: WHEREAS, from time to time, the City of Winter Springs will be holding special events at the Winter Springs Town Center, generally located on the corner of State Road 434 and Tuskawilla Road, for the benefit of the public (the "Events "); and WHEREAS, such Events may include holiday festivals, music, concerts, food, small -scale fireworks displays, art festivals, and other traditional community activities; and WHEREAS, the City of Winter Springs is in need of additional space in the vicinity of the Winter Springs Town Center in order to provide more parking and to stage the Events; and WHEREAS, Owner owns certain unimproved property in the immediate vicinity of the Winter Springs Town Center, more specifically located to the North of the McDonald's restaurant on the northeast corner of State Road 434 and Tuskawilla Road; and WHEREAS, upon future written request of the City, Owner desires to permit the City to use all or part of Owner's property for Event purposes identified by the City; and WHEREAS, it is the intent and purpose of this Agreement to provide for the City's temporary use of Owner's property by letter agreement signed by the parties on a case -by -case basis in the future; and NOW, THEREFORE, in consideration of mutual covenants and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated into the terms of this Agreement by this reference. 2. Duration of License Agreement. This Agreement shall become effective upon execution by both parties hereto and shall continue in full force thereafter until either party terminates this Agreement. Either parry may terminate this Agreement by providing at least seven (7) days written notice to the other party. LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 1 of 6 f 0 3. Property. The real property subject to the terms and conditions of this Agreement is a portion of that property identified by the Seminole County Property Tax Appraiser as Parcel Id: 26- 20-30-5AR-OA00-006C, and is generally located to the North and to the East of the McDonald's restaurant located on the northeast corner of State Road 434 and Tuskawilla Road, directly across Tuskawilla Road from the Winter Springs Town Center, as depicted in Exhibit 111," attached hereto and fully incorporated herein by this reference ( "Property"). 4. Use of Property. Use of the Property by the City shall only be permitted upon execution of a separate letter of agreement for a specific Event. The City may request use of the Property by providing Owner with reasonable written notice. Upon receipt of said notice, the parties may enter into a separate letter of agreement which provides for the City's temporary use of all or part of the Property identified in paragraph 3. Said letter agreement shall be signed by both parties and shall identify the specific property involved, the date(s) of the Event which will require the City's use of the Property, the expiration date of the letter of agreement, duration of the use, the nature of the use, and any other terms and conditions deemed necessary by the parties; provided, however, all such terms shall be consistent and not in conflict with this Agreement. Upon full execution of a particular letter of agreement, the terms and conditions of this Agreement shall be deemed to be automatically incorporated into the letter of agreement as if fully set forth therein. - 5. Restoration of Property. Upon expiration of any letter of agreement, the City shall leave the Property subject to the letter of agreement in substantially good condition and restore it to its condition immediately preceding the letter of agreement, excepting reasonable wear and tear from the use therein permitted. The City shall be responsible for pick -up and removing any litter and trash on said Property caused by City and its guests and invitees attending the Event. The litter and trash will be removed within forty-eight (48) hours of the termination of the letter of Agreement. If the City fails to remove the trash and litter within said time period, Owner may, but is not required to, cause the trash and litter to be removed and the City will reimburse Owner the reasonable cost for said removal. Under no circumstances shall Owner be subject to, or liable for, any code violations that may be caused by the City's use of the Property, including but not limited to any trash and litter than may be on the Property as a result of such use. 6. Reservation of Rights. Owner reserves the right to use the Property for any and all purposes that do not unreasonably interfere with the use of the Property permitted hereunder or by any letter of agreement, including without limitation, the right to grant easements on, over, across or under the Property. 7. Security Deposit. No security deposit shall be required from the City. 8. Use of the Property. A. Prior to and During Event. City and its guests and invitees of the Event shall be permitted to use the Property subject to the terms and conditions of the particular LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 2 of 6 ,F I letter of agreement. The use of the Property shall include the right to set -up and store materials to be used as part of the Event, the public's right to park vehicles, and the right to conduct any of the various Event activities specifically identified in the letter of agreement. B. Ingress /Egress. The City's use of the Property shall also include ingress and egress rights to said Property. 9. Re^ onsibilities. The City shall be responsible for any and all damage to Owner's Property or code or regulatory violations caused by its use of the Property, which damage or violation is cause by the City, its agents, invitees, licensees and guests, and provided that such damage or violation is not the result of the willful act or negligence of Owner. The City shall not allow, permit or suffer any unlawful or illegal activity by its employees, agents, contractors, guests or invitees, nor create any nuisance on the Property. 10. Condition of the Property. The City accepts the Property "as -is." Owner shall not be required, and the City shall not be permitted, to make any alterations or improvements to the Property. 11. Licenses & Permits; Compliance with Laws. The City, at its sole cost and expense, shall obtain any and all necessary permits or licenses required for its use of the Property and shall confirm that any activity by its employees, agents, contractors, guests or invitees is properly permitted and authorized by any applicable governmental agency. In addition, the City, its employees, agents, contractors, guests or invitees shall use the Property in a safe and appropriate manner and in accordance with all applicable governmental requirements and applicable industry safety standards. 12. Insurance. The City will provide and maintain, or cause to be provided and maintained, at no expense to Owner, a special, single event endorsement to the City's insurance policy that is issued in the name of "Winter Springs Holdings, Inc." and that encompasses the subject matter of any letter of agreement entered into pursuant to this Agreement in a form acceptable to Owner. The amounts of coverage for each of the following categories shall be determined on an event -by -event basis and shall be enumerated in each letter of agreement: A. Comprehensive general liability insurance; B. Product liability insurance; C. Automobile liability insurance including all owned, non - owned, and hired vehicles used in conjunction with the Event for bodily injury or property damage; D. Personal and advertising injury coverage; and E. Coverage for damage to rented property. LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 3 of 6 i f a All policies shall be specifically endorsed to provide that the coverages obtained by virtue of any letter of agreement will be primary and that any insurance carried by Owner shall be excess and non - contributory. The City shall furnish Owner with a copy of the certificate of such insurance policy no later than the commencement of the term of any letter of agreement. 13. Interest Created. This Agreement is a license and shall not create any easement right, leasehold interest or other interest in land. The rights and obligations of the City in and to the Property created hereunder shall not be subject to levy, sale, assignment or subletting, without the prior written consent of Owner, which consent shall not be unreasonably withheld, conditioned or delayed. 14. Securi . The City acknowledges that Owner shall not be responsible for the personal safety of the users on or about the Property, or for any damage to or theft to the uses located on or about the Property, and the City shall advise the users that their use of the Property is at their own risk. 15. Indemnity. To the extent permitted by law, the City shall indemnify and hold harmless Owner from and against every demand, claim, cause of action, judgment and expense, including reasonable attorney's fees, and all loss and damage arising from any injury (including death) or damage to the person or property of the Owner or to the person or property of the Owner's agents, servants, employees, guests, invitees, or to any other person or property on the Property where the injury or damage is caused by any act or omission of the City, its agents, servants or employees, or of any other person entering upon the Property for the express or implied purpose of those conducting or participating in those activities outlined in any of the letters of agreement that may be entered into pursuant to this Agreement. 16. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions, any objections as to jurisdiction or venue in such courts being expressly waived. 17. Non - Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 18. Non- Recordation. This Agreement will not be recorded in the public records of Seminole County, Florida. 19. Modifications. This Agreement may be modified only by a written instrument, which is executed with the same formality as this original agreement. LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 4 of 6 r 20. Headings. Headings are for the convenience of the parties and are not to be construed as part of this Agreement. 21. Sever_ In the event any portion of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the remaining provisions shall be valid and enforceable. 22. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Owner. 23. Entire Agreement. This Agreement constitutes the entire agreement between City and Owner with respect to the license specified herein and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 24. Attorney's Fees. In the event that either of the parties hereto shall institute litigation or other legal proceedings against the other to interpret or enforce any term, provision, warranty, covenant or condition set forth in this Agreement, the prevailing party in such litigation or other legal proceedings following all appeals therefrom, if any, shall be entitled to recover from the non- prevailing party in such litigation or other legal proceedings reasonable attorneys' and paralegals' fees and expense and court costs incidental thereto, including those incurred on any appeal of a lower court decision. 25. Assignment. This Agreement may not be assigned by either party hereto. 26. Authori . 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 consummation by the City of the transaction contemplated by this Agreement: (i) are within the City's capacity and all requisite action has been taken 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 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 consummation by Owner of the transaction contemplated by this Agreement: (i) are within Owner's capacity and all requisite action has been taken to LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 5 of 6 c . r � make this Agreement valid and binding on Owner in accordance with its terms; and (ii) does not and will not result in a breach of or default under any indenture, agreement, instrument or obligation to which Owner is a parry and/or which affects all or any portion of the Property. The 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. 27. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, all such limitations on the City's liability shall be deemed fully incorporated herein by this reference. However, without limiting such incorporation and in general, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day first above written. CITY OF WINTER SPRINGS, a Florida municipal corporation. Kevin L. Smith, City Manager WINTER SPRINGS HOLDINGS, INC. a Delaware corporation. am Print Name: Title: LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 6 of 6 .r, 4 i i_At lit 6C' d t- tlt ?'� Poi q t'itAtt � � s c a. y WtiePltab,�.plt ,F¢ 53bb6�tbtettttrl � t l n�tL? y�.) t ggyi y '.F 4PPa4/Ci'at9.f nJti @t4itf+8ttte?tt M � � ��$ � t „� 3 F KNI ttv Qo384tttiMtl46: ' a � �nt�lSabi�'vltvlrs`m'titltltPn i Ci °w' 4 ,s:2 i 0� �j , r . .,-y ®tatldntesltttatlttieisstab� o bs c �' �a` r 3tll60 ait RL' c v,+56 -�5., - i,v_At /iatts Fa Y 4 � hn Ap { n � t 4 TEMPORARY STAGING LICENSE AGREEMENT EXHIBIT THIS TEMPORARY STAGING LICENSE AGREEMENT ( "Agreement ") is made and entered into as of the day of , 2010, between WINTER SPRINGS HOLDINGS, INC., a Delaware corporation authorized to conduct business in Florida, with a principal address of 900 Seventh Street NW, Suite 1020, Washington, DC 20001 ("Property Owner" or "Owner "), and THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, with a principal address of 1126 East State Road 434, Winter Springs, FL 32708 ( "City "). WHEREAS, the Property Owner owns certain unimproved property in the City of Winter Springs, more specifically located to the North of the McDonald's restaurant on the northeast corner of State Road 434 and Tuskawilla Road ( "the Property); and WHEREAS, from time to time, the City may need to stage equipment and personnel necessary to conduct emergency or disaster relief activities and operations for the benefit of the public; and WHEREAS, the City is need of a staging area at which to perform said emergency or disaster relief activities and operations; and WHEREAS, given that the Property is currently vacant and centrally located within the City of Winter Springs, it is suitable to serve as an emergency staging area for the City until the Owner is hindered in its ability to put the Property to beneficial economic use by the existence of this Agreement or any license granted hereunder; and WHEREAS, the parties desire to enter into this License Agreement for purposes of facilitating emergency or disaster relief efforts within the City of Winter Springs on an as- needed basis. NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated herein by this reference. 2. Term of Agreement. This Agreement shall become effective upon execution by both parties License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 1 of 9 hereto and shall continue in full force until either party terminates this Agreement by providing at least fourteen (14) days written notice of termination to the other parry in which event this Agreement and any licenses granted hereunder shall terminate automatically at the expiration of such fourteen (14) day period. Additionally, this Agreement shall automatically terminate 30 days following any transfer of ownership of all or any portion of the Property, provided, however, the automatic termination shall only be effective for the portion of the Property transferred and portions of the Property extending 100 ft from the transferred property. Owner shall provide the City with reasonable notice of any such transfer of ownership and both parties agree to execute additional documentation to reflect the termination of this Agreement and any licenses granted hereunder for all or any portion of the Property if requested to do so by the other party. 3. Property. The real property subject to the terms and conditions of this Agreement is identified by the Seminole County Property Tax Appraiser as Parcel Id: 26- 20- 30- 5AR -OA00 -0070 and 06- 21 -31- 300 - 0010 -000, said property being particularly described and depicted in Exhibit "1," which is attached hereto and incorporated herein by this reference ( "Property "). The size and geographic limits of the Property that is subject to this Agreement may be altered, amended and /or reduced by the Owner in its sole discretion upon transfer of ownership pursuant to paragraph 2 of this Agreement. 4. License to Use the Property. 4.1 Grant of License. The Property Owner hereby grants the City and its authorized contractors license to use the Property consistent with the terms and conditions of this Agreement. The City and its authorized contractors shall be permitted use of the Property upon the City's determination that there is no similarly situated public property available for such use and the Property Owner's receipt and acknowledgement of the City's written notification that an emergency or disaster situation exists in the City of Winter Springs that necessitates the City's use of the Property as a temporary staging area for emergency or disaster relief operations, equipment and personnel. For purposes of this Agreement, the term "emergency or disaster situation" shall include, but not be limited to hurricanes, tornados, floods, and other civil emergencies. The City's written notification to the Property Owner shall identify the anticipated dates the Property will be used and the nature of the use and by whom. The terms of this license shall only extend to the City, its' employees and its' authorized representatives. No permanent structures shall be erected or constructed on the Property. 4.2 Duration of License. For each emergency or disaster situation, the City shall be authorized to use the Property for an initial term of 90 days, subject to the termination provision in paragraph 2 above and, upon written request of the City, the Property Owner License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 2 of 9 . i may authorize the City to use the Property for an additional 60 days. Any such request shall be submitted to the Owner no later than 14 days prior to the expiration of the initial 90 -day term. 4.3 Property Owner's Access to the Property. The Property Owner shall have access at all reasonable times to the Property, provided however, such access by Property Owner shall have a minimum impact upon the City's use of the Property for the purposes provided herein. 4.4 Restricted Activities. The City covenants and agrees not to dispose of or discharge any explosive, hazardous or toxic substance on, in, or about the Property. The City, its employees, invitees or agents shall not bring onto the Property any explosive (including but not limited to fireworks or ammunition of any kind) or hazardous materials other than substances customarily found in retail stores, e.g. copier toner, cleaning fluids, etc., and then only to the extent in compliance with all applicable laws. However, this paragraph shall not be construed as prohibiting or restricting a law enforcement officer from carrying and /or discharging a firearm on the Property as necessary during the normal course and scope of the officer's duties as a law enforcement officer but shall prohibit the use of the Property as a firing range or for shooting practice, even by law enforcement officers. The City also covenants and agrees that the activities of the City, its employees, invitees or agents shall not cause a violation of any local, state or federal law, including but not limited to those related to wetland impacts. If the City, its agents, employees or invitees dispose of or discharge any hazardous or toxic substance on, in or about the Property or causes a violation of any applicable local, state or federal law, the Property Owner will have the right (but not the obligation) to cure such default (at the City's sole expense), including the repair of the Property, in accordance with the provisions set forth in Paragraph 14 of this Agreement. The amount so paid by the Property Owner shall be due from the City to the Property Owner within thirty (30) days of the City's receipt of an itemized statement which details all amounts actually paid by the Property Owner to cure the violation. The City shall indemnify, protect, defend, and hold the Property Owner and its directors, officers and shareholders harmless from and against any and all claims, demands, fines, judgments, damages, costs, losses, liabilities, and penalties (including sums paid in settlement of claims) and including, without limitation, reasonable attorneys' fees at all trial and appellate levels and post judgment proceedings, and reasonable consultant's and reasonable expert fees arising from or out of any violation on the Property by the City, its agents or employees, of any local, state or federal law, regulation, ordinance or administration or judicial order. 5. Condition of Property. Except as otherwise specifically provided in this Agreement, Property Owner disclaims any warranty regarding the condition of the Property, whether patent or latent, and the City shall accept the Property in its "as is" condition, including, without limitation, any defects which exist upon the commencement of any use of the Property by the City. The City acknowledges that the Property is now in suitable condition for staging emergency and disaster relief License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 3 of 9 .r efforts. The Property Owner retains the right to make any alterations, additions or changes to the Property that it desires in its sole discretion and the City shall make its own determination of the suitability of the Property for the purposes set forth in this Agreement prior to commencement of such use. 6. Maintenance of Property. City shall maintain the Property in the condition it exists upon commencement of any use of the Property by the City, less reasonable wear and tear, at the City's sole cost and expense. 7. Insurance. The City will provide and maintain, or cause to be provided and maintained, at no expense to Owner, a special, single event endorsement to the City' s insurance policy that is issued in the name of "Winter Springs Holdings, Inc.,International Brotherhood of Electrical Workers Pension Benefit Fund and /or any of their successors and assigns" and that encompasses the subject matter of any emergency or disaster operation conducted on the Property. Any such endorsement shall be in a form acceptable to Owner. The amounts of coverage for each of the following categories shall be determined on a case -by case basis based on the scope of the emergency or disaster operation conducted on the Property: A. Comprehensive general liability insurance; B. Product liability insurance; C. Automobile liability insurance including all owned, non - owned, and hired vehicles used in conjunction with the Event for bodily injury or property damage; D. Personal and advertising injury coverage; and E. Coverage for damage to rented property. All policies shall be specifically endorsed to provide that the coverages obtained will be primary and that any insurance carried by Owner shall be excess and non - contributory. The City shall furnish Owner with a copy of the certificate of such insurance policy no later than the commencement of license granted hereunder. The City shall not enter onto, or utilize the Property for the purposes set forth herein unless an insurance policy acceptable to the Property Owner and in compliance with this paragraph is in full force and effect. Said acceptance shall not be unreasonably withheld by the Property Owner. 8. Indemnification. To the extent permitted by law, the City shall indemnify and hold harmless Property Owner from and against every demand, claim, cause of action, judgment and expense, including reasonable attorney's fees, and all loss and damage arising from any injury (including death) or damage to the person or property of the Property Owner or to the person or property of Property Owner's agents, servants, employees, guests, invitees, or to any other person or property on the Property where the injury or damage is caused by any act or omission of City, its subcontractors, License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 4 of 9 agents, servants or employees, or of any other person entering upon the Property for the express or implied purpose of providing the services referenced herein. The City shall be liable for any and all actual physical damage to the Property, including but not limited to environmental contamination and wetlands impacts as described in Section 4.4 hereof or any violation of any applicable governmental regulations that occur as a direct or indirect result of its use of the Property. This provision shall survive the termination of this Agreement. 9. Assignment or SubAgreement by City. The City shall not assign or sublet this Agreement. 10. Termination. Upon termination of the Agreement, the City shall have fifteen (15) days to remove all materials, equipment and improvements made to the Property, by the City and its authorized contractors, and restore (less reasonable wear and tear) the affected portion of the Property to the condition that existed at the date the City commenced use of the Property. If the City fails to complete the removal within this time period, Property Owner shall have the right to remove the improvements and restore the Property, and the City shall reimburse the Property Owner for the actual and reasonable costs incurred in said removal and restoration. The reimbursement shall be made by the City within ten (10) days of receipt of a written invoice itemizing said costs. 11. Sale, Conveyance and Assignment. Nothing in this Agreement shall restrict the right of the Property Owner to sell, convey, assign, mortgage or otherwise deal with the Property or the right of Property Owner to assign its interest in this Agreement subject only to the rights of City under this Agreement. 12. Subordination. This Agreement is and shall be subject and subordinate in all respects to any and all mortgages and deeds of trust now or hereafter placed on the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof. 13. Notices. All notices, demands, requests, instructions, approvals, and claims of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: City of Winter Springs Attn: City Manager 1126 East State Road 434 Winter Springs, FL 32708 -2799 407 - 327 -5957 (Phone) 407 - 327 -6686 (Fax) License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 5 of 9 TO THE PROPERTY OWNER: Winter Springs Holdings, Inc. Attn: c/o IBEW Pension Benefit Fund attention Larry Reidenbach 900 Seventh Street NW, Suite 1020 Washington, DC 20001 ...(202) 728 -6206 (Phone) (202) 728 -7676 (Fax) WITH A COPY TO: Greenberg Traurig Attn: Julie Kendig- Schrader 450 South Orange Avenue, Sixth Floor Orlando, Florida 32801 (407) 420 -1000 (Phone) (407) 420 -5909 (Fax) Notice shall be deemed to have been given and received on the date the notice is physically received. Any party hereto, by giving notice in the manner set forth herein, may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 14. Default. 14.1 Right of Property Owner to Perform Covenants. All covenants and agreements to be performed by City under any of the terms of this Agreement shall be performed by City, at City's sole cost and expense. If City shall fail to perform any act required by this Agreement, and such failure shall continue for seven (7) days after written notice thereof from Property Owner, Property Owner may (but shall not be obligated to) perform such act without waiving or releasing City from any of its obligations relative thereto. All sums paid or costs incurred by Property Owner in so performing such acts, together with interest thereon at the highest rate allowable by law from the date each such payment was made or each such cost incurred by Property Owner, shall be payable by City to Property Owner on demand. 14.2 Events of Default; Remedies. An event of default shall occur whenever: License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 6 of 9 L 9T w t � a 14.2.1 Any party fails to observe, perform and keep each and every one of the material covenants, agreements, provisions, stipulations and conditions herein contained to be observed, performed and kept by the respective party and persists in such failure after seven (7) days notice by the non - breaching party requiring that the breaching party remedy, correct, desist or comply. However, if any such breach would reasonably require more than seven (7) days to rectify, and the breaching party commences rectification within seven (7) days of such notice and thereafter promptly and effectively and continuously proceeds with the rectifications of the breach, the seven (7) day time period may be extended by mutual written consent of the parties. 14.2.2 Upon occurrence of any event of default, the non - defaulting party shall have the option, in addition to and not in limitation of any other remedy permitted by law or by this Agreement, to terminate this Agreement, in which event City shall immediately surrender the Property to Property Owner and the Property shall be returned to its original condition pursuant to Section 10 of this Agreement. However, if City shall fail to do so, Property Owner may without notice and without prejudice to any other remedy Property Owner may have, enter upon and take possession of the Property and expel or remove City and its authorized contractors and its effects without being liable to prosecution or any claim for damages. 15. Relationship of Parties. Nothing contained in this Agreement shall create any relationship between the Property Owner and the City. It is acknowledged and agreed that Property Owner under this Agreement does not in any way or for any purpose become a partner of the City in the operation and maintenance of any temporary staging area for emergency or disaster relief efforts, or a joint venturer or a member of a joint or common enterprise with the City. 16. Consent Not Unreasonably Withheld. Except as otherwise specifically provided, whenever consent or approval of Property Owner or City is required under the terms of this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If either party withholds any consent or approval, such party shall, on written request, deliver to the other party a written statement giving the reasons therefor. 17. Applicable Law and Construction. This Agreement shall be governed by and construed under the laws of the State of Florida. The words Property Owner or City shall include the plural as well as the singular. 18. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter of this Agreement. License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 7 of 9 19. Amendment or Modification. Unless otherwise specifically provided in this Agreement, no amendment, modification, or supplement to this Agreement shall be valid or binding unless set out in writing and executed by the parties hereto in the same manner as the execution of this Agreement. 20. Construed Covenants and Severability. All of the provisions of this Agreement are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate Section hereof. Should any provision of this Agreement be or become invalid, void, illegal or not enforceable, it shall be considered separate and severable from the Agreement and the remaining provisions shall remain in force and be binding upon the parties hereto as though such provisions had not been included. 21. Headines. The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof. 22. Attorney's Fees. In the event of any legal action or suit under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs, through all appellate proceedings. 23. City Not to Allow Liens or Encumbrances. City shall not permit to be created nor to remain undischarged any lien, encumbrance, or charge arising out of any work of any contractor, mechanic, laborer, or materialman which might lien or encumber the Property for work performed on the City's behalf on the Property. If any lien or notice of lien on the account of any debt of the City or its authorized contractors shall be filed against the Property and City fails to discharge the lien or notice of lien within twenty (20) days of filing, Property Owner, in addition to any other legal rights or remedies, may, but shall not be obligated to, discharge the same by either paying the amounts claimed to be due, or shall be entitled to defend any prosecution of an action for foreclosure of such lien. Any amount paid by Property Owner and all damages, costs and expenses (including reasonable attorneys fees and interest) incurred by Property Owner in connection therewith shall be paid by City. 24. Time is of the Essence. The parties acknowledge and agree that time is of the essence under this Agreement. 25. Venue. Venue for any legal actions under this Agreement shall be in Seminole County, Florida for state court actions and Orlando, Florida for federal court actions. [EXECUTION PAGE FOLLOWS] License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 8 of 9 .. a WITNESSES: WITNESSES: 7 12 ((1k F'vOt(,3 H.5I6,419v 3 7-13-10 PROPERTY OWNER: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation. Print Name: Title: Date: CITY: CITY OF WINTER SPRINGS, FLORIDA By: Kevin L. Smith, City Manager Date: License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 9 of 9 Seminole County Parcel ID No. LEGAL DESCRIPTION 26- 20- 30- 5AR -OA00 -0070 PT OF LOTS 7 & 8 DESC AS BEG INT NLY LI LOT 7 & ELY R/W A_ RR RUN SLY ALONG ELY RR R/W TO NLY R/W OVIEDO RD SELY ALONG NLY R/W OVIEDO RD TO A PT 660 FT N OR N LI GARDENA FARMS S 85 DEG E TO E LI OF LEVY GRANT N 5 DEG E TO NE COR NOT 7 NWLY ALONG NLY LI LI LOT 7 TO BEG BLK A (LESS ESMT DESC IN ORB 3988 PG 1075 & PTS OF LOT 7 N & SE OF ESMT) Seminole County Parcel ID No.: 06- 21 -31- 300 - 0010 -000 LEG SEC 06 TWP 21 S RGE 31E SCL RR RIW LYING NLY OF OVIEDO RD EXHIBIT cr c ' rL •9 LEGIBILITY UNSATiSFACIUKt FOR SCANNING.- 9NIWNbOS Sol 9 SITE DATA: TOTAL PHASE 2 AREA = 45.69 AC - - - MICHAEL BLAKE BLVD. AREA = 3.08 AC IMPERVIOUS (MICHAEL BLAKE BLVD) = 0.56 AC 18% OPEN SPACE (MICHAEL BLAKE BLVD) = 2.52 AC 82% Ail SONESTA POINT (BY OTHERS) (ENGINEER: CARNAHAN, PROCTOR, AND CROSS) 15 si3 ��s¢ S°pys t1.¢1f 0 w z � , �me l I m, AEj W 2 U w� E g e � W Irg C-4 tJ .. c\\ SHEET - '♦ ♦\ t G9 WETLANDS t ♦\ M it•� \ was' �___, ' WETLANDS x / MICHAEL BLAKE UA BOULEVARD. U ♦ z_�] 4 _ r SHE b � C 4 t t a ♦ i myµ.-`' SHEET nee s h ow nA 1_ i WINTER SPRINGS TI NTER* - PHASE91p \fNSPRINGS I ,I CENTER - PHASE_ WINTER SPRINGS F] VV - A. CENTER PHASE (... I SHE cr I i 'I _ _..._. •• -: ,:. STATE .f77. - _ l SHEET C-11 SHEETS C t; 19.61e AND G15 1 ] 1 5 6 7 e n to 15 si3 ��s¢ S°pys t1.¢1f 0 w z � , �me l I m, AEj W 2 U w� E g e � W Irg C-4 BROWN, GARGANESE, WEISS & 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 19, 2010 PURCHASE PRICE: CREDIT SELLER CREDIT BUYER None. $0.00 EXPENSES: CHARGE SELLER CHARGE BUYER Recording Deed $35.50 Documentary Stamps on Deed $0.70 Recording Notice of Termination $27.00 Recording Partial Release $35.50 Recording Utility Easement Agreement $78.00 Recording Agreement dated August 23, POC 2010 Recording Temporary Parking Easement $69.50 Agreement Recording Future Development $78.00 Commitment Agreement Title Search ($) POC Owner's Title Insurance Premium (based on $4,074.00 estimated market value of property) 2010 Real Estate Property Tax Estimate $3.13 $0.00 $3.43/365 days = $.01 x 313 days Delaware - Certificate of Good Standing $106.00 $106 payable to NRAI Corporate Services Florida Certificate of Authority (payable to $8.75 Greenberg Traurig) Survey - Tinklepaugh Surveying Services $450.00 Reimbursement - to Seller ($247,561.80) POC TOTAL $117.88 $4,848.20 RECAPITULATION Seller Buyer Cash at Closing $0.00 Cash at Closing $0.00 Plus: Expenses $117.88 Plus: Expenses $4,848.20 TOTAL CASH DUE TOTAL CASH DUE FROM SELLER: $117.88 FROM BUYER: $4,848.20 Payment Instructions: Wire transfer to Regions Real Estate Trust account: Regions Bank 111 North Orange Avenue Orlando, Florida 32801 Routing /Transit # 062005690 Account Name: Brown, Garganese, Weiss & D'Agresta, P.A. Account Number: 3720455704 For Verification that wire was received: Norelli Patel @ (407) 835 -3001 Page 2 of 4 APPROVAL OF CLOSING STATEMENT AND DISBURNEMENT SHEET, INSTRUCTIONS TO CLOSING AiCENT 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. APPROVED BY SELLER: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: Lindell K. Lee, President Date: GiNaQ,sALl -,- - 16 , 2010 Page 3 of 4 r. .. 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 subj ect 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. APPROVED BY BUYER: CITY OF WINTER SPRINGS, FLOR A By ., Kevin . Smith, 'ty Manager Date: NoVWbM 1A .2010 Page 4 of 4 EXHIBIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of -Way Map, Section 77070 -2516, Sheet 10 of 13, P.I. Station 600+32.11); thence run South 38123'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way map; thence departing said baseline, run North 510361261, East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right -of -way line, run North 24 010106" West, a distance of 48.66 feet; thence run North 38 043116" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 °16144" East; thence run Northerly along the are of said curve through a central angle of 90 000'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 016144" East, a distance of 389.87 feet; thence run North 53 037106" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the arc of said curve through a central angle of 41 °04'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85 °17'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011116" East; thence run Easterly along the arc of said curve through a central angle of 42 °13'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51024149" East, a distance of 63.63 feet; thence run North 34°23'22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 °43125" West; thence run Northerly along the arc of said curve through a central angle of 35 °19'54" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17 039117" East; thence run Northeasterly along the arc of said curve through a central angle of 33°25'31 ", a distance of 8.75 feet to the point of tangency; thence run North 34 022'03" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 °18'59" East; thence run Northeasterly along the are of said curve through a central angle of 07°15'46" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 029159" East; thence run Northeasterly along the arc of said curve through a central angle of 13137145" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described In Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 013'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 043104" West along sold Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004'24" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 04613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the are of said curve through a central angle of 08°18'5311, a distance of 140.76 feet to a non- tangent line; thence run South 43 003139" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 044'21" West; thence run Southwesterly along the arc of said curve through a central angle of 4702112511, a distance of 12.40 feet to the point of tangency; thence run North 89134'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 019'46" West; thence run Northwesterly along the arc of said curve through a central angle of 46030'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 004136" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34 021'56" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 057'42" East; thence run Southerly along the arc of sold curve through a central angle of 38 048128 ", a distance of 10.16 feet to the point of tangency; thence run South 04 °26132" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24039122" West; thence run Southwesterly along the are of said curve M through a central angle of 4002514011, a distance of 10.58 feet to the point of tangency; thence run South 44 1052112" West, a distance of 44.79 feet; thence run South 51 016'44" West, a distance of 265.69 feet; thence run South 64 045155" West, a distance of 42.88 feet; thence run South 51 016'44" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of North 83 015'04" West; thence run Westerly along the are of said curve through a central angle of 90 05612311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and it chord bearing of South 36 032146" East; thence run Southeasterly along said Northeasterly right -of -way line and along the are of said curve through a central angle of 02028113.7 ", a distance of 340.87 feet to a non - tangent line; thence run South 38043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the Point of Beginning. AFFIDAVIT OF NQ LIENS (Seller) STATE OF _ 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 537566, (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 Afflant 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 a title insurance policy in accordance with the aforesaid Commitment. Affiant does hereby indemnify and hold harmless Old Republic National Title Insurance Company and Brown, Garganese, Weiss & D'Agresta, P.A. against any loss or damage, including reasonable attorneys' fees and costs, through all appellate proceedings, caused as a result of any knowingly material false statements contained in this Affidavit. 2010. Affiant has caused this Affidavit to be executed this w day of AFFIANT: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: Lindell K. Lee, President SWORN TO AND SUBSCRIBED before me this J o — day of ,,a.w.o�. , 2010, by LBOELL K. LEE, the President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (check one) E"'who is personally known to me, or 0 who has produced as identification. NOTARY PUBLIC Jo Ann Bowen Notary Public, District of Columbia Print name: My Commission Expires 5/14/2015 My Commission Expires Page 2 of 2 Old Republic National Title Insurance Company 2300 Maitland Center Parkway #140 Maitland, Florida 32751 Revised Date: November 17, 2010 12:12 pm SCHEDULE A FILE NO.: I0067971 JAR Agent File # 315 -015 County: Seminole 1. Effective Date: November 4, 2010 at 8:00 A.M. 2. Policies to be Issued: (a) ALTA OWNER'S POLICY Standard Form B 1992 Amoum: (amended 10/17/92 with Florida Modifications) Proposed Insured: The City of Winter Springs, a Florida municipal corporation To Be Determined (b) ALTA STANDARD LOAN POLICY 1992 Amount: N/A (amended 10117/92 with Florida Modifications) Proposed Insured: N/A 3. The estate or interest in the land described or referred to in this Commitment is Fee Simple. 4. Title to the Fee Simple estate or interest in the land is at the Effective Date vested in: Winter Springs Holdings, Inc., a Delaware corporation 5. The land referred to in this Commitment is situated in the County of Seminole, State of Florida, and described as follows: See Attached Legal Description ALTA COMMITMENT Page 1 FILE NO.: 10067971 SCHEDULE B - SECTION I REQUIREMENTS The following requirements must be met: 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, a Florida municipal corporation. b) Evidence satisfactory to the company must be furnished showing proof of the legal existence of Winter Springs Holdings, Inc. 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: c) Release of the subject property from Mortgage, Security Agreement and Fixture Filing from Main Street Associates, LLC, to International Brotherhood of Electrical Workers Pension Benefit Fund, dated December 28, 2005, and recorded in O.R. Book 6059, page 630, re- recorded in O.R. Book 6116, page 1859; together with First Amendment to Mortgage, Security Agreement and Fixture Filing recorded in O.R. Book 6467, page 1396; Assignment of Leases, Rents and Profits recorded in O.R. Book 6059, page 696, re- recorded in O.R. Book 6116, page 1925; UCC Financing Statement recorded in O.R. Book 6059, page 712, and UCC Financing Statement recorded in O.R. Book 6116, page 1941. d) Termination of Implementation Agreement recorded in O.R. Book 6599, Page 1705 (Item 16 of Schedule B -I1) pursuant to Agreement recorded in O.R. Book 7472, Page 1007. NOTE: All recording references in this commitment/policy shall refer to the Public Records of Seminole County, unless otherwise noted. SCHEDULE B SECTION II IS CONTINUED ON AN ADDED PAGE ALTA COMMITMENT Page 2 FILE NO.: 10067971 SCHEDULE B - SECTION 11 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 hwzed 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 S. 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 2010 and subsequent years. 7. Temporary Easement Agreement recorded in O.R. Book 2083, page 637. 8. Easement Agreement recorded in O.R. Book 2803, page 647. 9. Restrictive Covenant recorded in O.R. Book 2087, page 461. 10. Perpetual Storm Sewer Easement recorded in O.R. Book 2803, page 1023. 11. Second Amendment to Billboard Lease recorded in O.R. Book 2896, page 1517. 12. Short Form Memorandum of Agreement recorded in O.R. Book 3988, page 1063. 13. Easements granted by deed recorded in O.R. Book 3988, page 1075. 14. Town Center Phase IIA Site Development Permit Agreement recorded in O.R. Book 6237, page 628. 15. Third Amendment to Memorandum of Lease recorded in O.R. Book 6265, page 934. 16. Winter Springs Town Center Phase H Implementation Agreement recorded in O.R. Book 6599, page 1705. 17. Magnolia Park Expansion Parks and Recreation Impact Fee Credit Agreement recorded in O.R. Book 7290, page 467. 18. Covenants and Conditions set forth in Agreement recorded in O.R. Book 7472, Page 1007. Note: Taxes for the year 2010 in the amount of $119,198.64 became a lien on the land on January 1, 2010 and are due and payable on Nov. 1, 2010. Said taxes are DUE. Tax ID Number 26- 20- 30- 5AR -0A00 -006C. ALTA COMMITMENT Page 3 FILE NO.: 10067971 EXHIBIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of -Way Map, Section 77070 -2516, Sheet 10 of 13, P.I. Station 600 +32.11); thence run South 38°23'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way map; thence departing said baseline, run North 51 036'26" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right -of -way line, run North 24 010106" West, a distance of 48.66 feet; thence run North 38043'16" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06016'44" East; thence run Northerly along the are of said curve through a central angle of 90000'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 016'44" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the arc of said curve through a central angle of 41 004'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85 °17'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011116" East; thence run Easterly along the arc of said curve through a central angle of 42 013119 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004'36" East, a distance of 31.18 feet; thence run North 51024'49" East, a distance of 63.63 feet; thence run North 34 023'22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 04325" West; thence run Northerly along the arc of said curve through a central angle of 35 019154" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17 039'17" East; thence run Northeasterly along the arc of said curve through a central angle of 33025'31 ", a distance of 8.75 feet to the point of tangency; thence run North 34 122'03" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 118'59" East; thence run Northeasterly along the are of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 029'59" East; thence run Northeasterly along the arc of said curve through a central angle of 13 °37'45" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 °43104" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004'24" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 04613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the arc of said curve through a central angle of 08 018153 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003139" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 °44'21" West; thence run Southwesterly along the are of said curve through a central angle of 47°21'25", a distance of 12.40 feet to the point of tangency; thence run North 89034'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 °19'46" West; thence run Northwesterly along the are of said curve through a central angle of 46 030'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 °04'36" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34 021'56" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 057'42" East; thence run Southerly along the are of said curve through a central angle of 38 048128 ", a distance of 10.16 feet to the point of tangency; thence run South 04°26'32" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24 039122" West; thence run Southwesterly along the arc of said curve ALTA COMMUMENC Page 4 FILE NO.: 10067971 through a central angle of 40025'40 ", a distance of 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016144" West, a distance of 265.69 feet; thence run South 64 045'55" West, a distance of 42.88 feet; thence run South 51 016144" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of North 83 115'04" West; thence run Westerly along the arc of said curve through a central angle of 90 056123 ", a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36 032'46" East; thence run Southeasterly along said Northeasterly right -of -way line and along the are of said curve through a central angle of 02028'13.7 ", a distance of 340.87 feet to a non - tangent line; thence run South 38 043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the Point of Beginning. ALTA COMMITMENT Page 5 CERTIFICATE OF INCUMBENCY STATE OF COUNTY OF 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 K Secretary/Treasurer ' WITNESS my hand and seal of the Corporation this ��"_ day often 2010. Lindell K. Lee, Secretary (CORPORATE SEAL) SWORN to and subscribed before me this 164' day of �a.��.�%� , 2010, by LINDELL K. LEE, the Secretary of WINTER SPRINGS HOLDINGS, INC., (check one) [�J'who is personally known to me or ❑ who produced as identification. Notary Public Jo Ann Bowen Print Name: Notary Public, District of Columbia My Commission expi x-; ommission xpires 5/14/2015 C„ RTIFICATEQF NON- FOREIGN STATUS STATE OF COUNTY OF 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 Deleware 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 % o*— day of 4 ,, , 2010. WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: Lindell K. Lee, President SWORN TO and subscribed before me this tom` day of a1,00,�,,►.�,•_ , 2010, by Lindell K. Lee, the President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (check one) -!who is personally known to me or _ who produced as identification. Notary Pu lic JD Ann Bowen Print Name: a My Commission Expires 5/14/2015 AFFIDAVIT OF INTEREST IN REAL PROPERTY - F.S. 286.23 THIS AFFIDAVIT OF INTEREST IN REAL PROPERTY is made and entered into this day of J_�,b_, 2010, 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 «A 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: FURTHER AFFIANT SAYETH NAUGHT. [SIGNATURES ON FOLLOWING PAGE] Name Address a) The Trust for the International 900 Seventh Street, NW Brotherhood of Electrical Workers 11th Floor Pension Benefit Fund Washington, DC 20001 FURTHER AFFIANT SAYETH NAUGHT. [SIGNATURES ON FOLLOWING PAGE] WITNESSES: print name) (print name) STATE OF COUNTY OF WINTER SPRINGS HOLDINGS, INC., a Delaware corporation M - — — - Lindell K. Lee, President SWORN TO AND SUBSCRIBED before me this _�6_4'_ day of 2010, by Lindell K. Lee, President of WINTER SPRINGS HOLDINGS, INC., (check one) B--who is personally known to me or 0 who produced as identification. Notary Public Jo Ann Bowen Print Name: Notary Public, District of Columbia My Commission M �� 5114/2015 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 the terms and conditions set forth in that certain Agreement between the Corporation and the City dated August 23, 2010. 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. (Signature Page Follows) 1 r IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary, and have caused the corporate seal to be hereunto axed, this 1t day of 2010. WI SES: ature) Fsr —�JE (print name) (si ture (print name) STATE OF COUNTY OF WINTER SPRINGS HOLDINGS, INC., a Delaware corporation Lindell K. Lee, Secretary (CORPORATE SEAL) The foregoing instrument was acknowledged before me this day of 2010, by LINDELL K. LEE, the Secretary of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation (check one) H who is personally known to me or ❑ who produced as identification. 2 No Wry ublic Jo Ann Bowen Print Name:_ Notary Public, District of Columbia My Commissiormion Expires 512015 p EXFUIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of- -Way Map, Section 770704516, Shoot 10 of 13, P.I. Station 600+32.11); thence run South 38 1123'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right-of-way 'nap; thence departing said baseline, run North 51036126" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way neap, for the Point of Beginning; thence departing said Northeasterly right -of -way tine, nun North 24 010'06" West, a distance of 48.66 feet; thence run North 38 043'16" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 016144" East; thence run Northerly along the are of said curve through a central angle of 90 000'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 °16'44" East, a distance of 389.81 feet; thence run North 53 037106" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the are of said curve through a central angle of 41 104'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85017'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011'16" Lust; thence run Easterly along the arc of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51°24149" Bast, a distance of 63.63 feet; thence run North 34023'22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 043'29' West; thence run Northerly along the arc of said curve through a central angle of 35 019'54" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17039117" East; thence run Northeasterly along the arc of said curve through a central angle of 33125'3111, a distance of 8.75 feet to the point of tangency; thence run North 34°22'03" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 °18'59" East; thence ran Northeasterly along the arc of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 °29'59" East; thence run Northeasterly along the are of said curve through a central angle of 13 037145" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Nook 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 143'04" West along said Southerly line a distance of 31.52 feet to a non- tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004124" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 °46135 ", a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the are of said curve through a central angle of 08 °18'53 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 °44'21" West; thence run Southwesterly along the arc of sold curve through a central angle of 47021125 ", a distance of 12.40 feet to the point of tangency; thence run North 89034'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 119'46" West; thence run Northwesterly along the arc of said curve through a central angle of 46 °3020 ", a distance of 12.18 feet to the point of tangency; thence run North 43 004136" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34°21'56" Cast, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 157'42" East; thence run Southerly along the are of sold curve through a central angle of 38 148'28 ", a distance of 10.1.6 feet to the point of tangency; thence run South 04°26'32" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24 039'22" West; thence run Southwesterly along the are or said curve EXFUIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of- -Way Map, Section 770704516, Shoot 10 of 13, P.I. Station 600+32.11); thence run South 38 1123'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right-of-way 'nap; thence departing said baseline, run North 51036126" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way neap, for the Point of Beginning; thence departing said Northeasterly right -of -way tine, nun North 24 010'06" West, a distance of 48.66 feet; thence run North 38 043'16" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 016144" East; thence run Northerly along the are of said curve through a central angle of 90 000'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 °16'44" East, a distance of 389.81 feet; thence run North 53 037106" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the are of said curve through a central angle of 41 104'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85017'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011'16" Lust; thence run Easterly along the arc of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51°24149" Bast, a distance of 63.63 feet; thence run North 34023'22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 043'29' West; thence run Northerly along the arc of said curve through a central angle of 35 019'54" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17039117" East; thence run Northeasterly along the arc of said curve through a central angle of 33125'3111, a distance of 8.75 feet to the point of tangency; thence run North 34°22'03" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 °18'59" East; thence ran Northeasterly along the arc of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 °29'59" East; thence run Northeasterly along the are of said curve through a central angle of 13 037145" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Nook 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 143'04" West along said Southerly line a distance of 31.52 feet to a non- tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004124" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 °46135 ", a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the are of said curve through a central angle of 08 °18'53 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 °44'21" West; thence run Southwesterly along the arc of sold curve through a central angle of 47021125 ", a distance of 12.40 feet to the point of tangency; thence run North 89034'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 119'46" West; thence run Northwesterly along the arc of said curve through a central angle of 46 °3020 ", a distance of 12.18 feet to the point of tangency; thence run North 43 004136" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34°21'56" Cast, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 157'42" East; thence run Southerly along the are of sold curve through a central angle of 38 148'28 ", a distance of 10.1.6 feet to the point of tangency; thence run South 04°26'32" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24 039'22" West; thence run Southwesterly along the are or said curve through a central angle of 4002514011, a distance of 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51016'44" West, a distance of265.69 feet; thence run South 64 °45155" West, a distance of 42.88 feet; thence run South 51016144" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of North 83 015'04" West; thence run Westerly along the Arc of said curve through a central angle of 90 05612311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a noa- tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36032146" mast; thence run Southeasterly along said Northeasterly right-of-way line and along the arc of said curve through a central angle of 02028'13.711, a distance of340.87 feet to a non - tangent line; thence run South 38043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the Point of Beginning. f EXHMIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilia Road (per Florida Department of Transportation Right-or-Way Map, Section 77070 - .2516, Sheet 10 of 13, P.f. Station 600+32.11); thence run South 38 12334" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right-of-way 'nap; thence departing said baseline, run North 51 036126" Fast, a distance of 94.94 feet to a point on the Northeasterly right-of-way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right- of-way line, run North 24 110106" West, a distance of 48.66 feet; thence run North 38 043116" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 016144" East; thence run Northerly along the arc of said curve through a central angle of 90 110010011, a distance of 39.27 feet to the point of tangency; thence run North 51 °16'44" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the arc of said curve through a central angle of 41 00415911, a distance of 10.76 feet to the point of tangency; thence run South 85 °17'55" East a distance of 22.68 feet to the point of curvature of a curve coucave Southerly having a radius of 15.00 feet and a chord bearing of South 64 °11'16" East; thence run Easterly along the arc of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51 024149" East, a distance of 63.63 feet; thence run North 34 023122" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 04325" West; thence run Northerly along the are of said curve through a central angle of 35019'54" a distance of 9.25 feet to the point of tangency; thence run North 00056'32" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17°39'17" East; thence run Northeasterly along the arc of said curve through a central angle of 33125'31 ", a distance of 8.75 feet to the point of tangency; thence run North 34 022103" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 °18'59" East; thence run Northeasterly along the arc of said curve through a central angle of 07 015'46" a distance of 130.56 feet to the point or reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 029159" East; thence run Northeasterly along the are of said curve through a central angle of 13 °37145" a distance of224S5 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 043'04" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004'24" West; thence departing said Southerly line, run Southwesterly along the arc of said curve through a central angle of 12 °46'35 ", a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050'33" West; kheuce run Southwesterly along the are of said curve through a central angle of 08 018'5311, a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 044'21" West; thence run Southwesterly along the arc of said curve through a central angle of 47°2115 ", a distance of 12.40 feet to the point of tangeucy; thence run North 89 034156" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 019'46" West; thence run Northwesterly along the are of said curve through a contral angle of 46 °30'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 004136" West, a distance of 65.05 feet; thence run South 51- 16144" West, a distance of 80.00 feet; thence run South 34 021056" Last, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 057'42" East; thence run Southerly along the are of said curve through a central angle of 38 94818 ", a distance of 10.1.6 feet to the point of tangency; thence run South 04°26'32" West, a et and a chord bearing of south 24°39,n,, West thence er concave n Southwesterly along the having c a radius Of of said curve feet a through a central angle of 4002514011,9 distance or 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 fact; thence run South 51 °16'44" West, a distance of 265.69 feet; thence run South 64 045155" West, a distance of 42.88 feet; thence run South 51 016144" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of i North 83 013'04" West; thence run Westerly along the are of said curve through a central angle of 90056'2311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36 °32'46" East; thence run Southeasterly along said Northeasterly right- of-way line and along the are of said curve through a central angle of 02 028'13.711, a distance of 340.87 feet to a non - tangent tine; thence run South 38043116" East along said Northeasterly right -of -way line a distance or 73.52 feet to the Point of Beginning. 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. /9 CLOSING DATE: November 1�, 2010 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. 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. (Signature Page Follows) Further Assurance Agreement Pagel of 2 WITNESSES: SELLER: STATE OF COUNTY OF WINTER SPRINGS HOLDINGS, INC., a Delaware corporation K�t� Lindell K. Lee, President The foregoing instrument was acknowledged before me this t °�— day of 'L04- w.�o.a� , 2010, by Lindell K. Lee, the President of WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, (check one) i5 who is personally known to me or ❑ who produced as identification. NO PUBLIC o Ann owen Print name: Notary Public, District of Columbia 4/2015 My Commission Expires: Page 2 of 2 EXHIBIT A A portion of Lots 7 and 8, Block "A ", D.R. Mitchell's Survey of the bevy Grant on Lake Jessup, said lands lying in Section 31, Township 20 South, Range 31 East and Section 6, Township 21 South, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of -Way Map, Section 77070 -2516, Sheet 10 of 13, P.I. Station 600+32.11); thence run South 38°23'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way map; thence departing said baseline, run North 51 036126" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right -of- -way line, run North 24 010106" West, a distance of 48.66 feet; thence run North 38 °43116" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 016144" East; thence run Northerly along the are of said curve through a central angle of 90 00010011, a distance of 39.27 feet to the point of tangency; thence run North 51 016144" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 109'35" East; thence run Easterly along the arc of said curve through a central angle of 41 004'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85 °17'55" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 °11'16" East; thence run Easterly along the are of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 104'36" East, a distance of 3148 feet; thence run North 51024149" East, a distance of 63.63 feet; thence run North 34023122" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 043125" West; thence run Northerly along the arc of said curve through a central angle of 35 019154" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17 039117" East; thence run Northeasterly along the arc of said curve through a central angle of 33025'31 ", a distance of 8.75 feet to the point of tangency; thence run North 34 022103" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 1018'59" East; thence run Northeasterly along the arc of said curve through a central angle of 07015'46" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 029159" East; thence run Northeasterly along the are of said curve through a central angle of 1303745" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 °13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 °43'04" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 °04'24" West; thence departing said Southerly line, run Southwesterly along the arc of said curve through a central angle of 12 04613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the arc of said curve through a central angle of 08018153 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 044'21" West; thence run Southwesterly along the arc of said curve through a central angle of 4702112511, a distance of 12.40 feet to the point of tangency; thence run North 89 034'56" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 019146" West; thence run Northwesterly along the are of said curve through a central angle of 46030'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 004136" West, a distance of 65.05 feet; thence run South 51 016'44" West, a distance of 80.00 feet; thence run South 34 021'56" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 057'42" East; thence run Southerly along the arc of said curve through a central angle of 38 °4812811, a distance of 10.16 feet to the point of tangency; thence run South 04 °26'32" West, a distance of 27.23 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24039122" West; thence run Southwesterly along the are of said curve through a central angle of 4002514011, a distance of 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016144" West, a distance of 265.69 feet; thence run South 64 045155" West, a distance of 42.88 feet; thence run South 51 016144" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of i North 83 015'04" West; thence run Westerly along the are of said curve through a central angle of 90 05612311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 Feet and it chord bearing of South 36 032146" East; thence run Southeasterly along said Northeasterly right -of -way line and along the arc of said curve through a central angle of 02028'13.7 ", a distance of 340.87 feet to a non - tangent line; thence run South 38043116" East along said Northeasterly right -of- -way line a distance of 73.52 feet to the Point of Beginning. r SELLER: WINTER SPRINGS HOLDINGS, INC. BUYER: CITY OF WINTER SPRINGS, FLORIDA CLOSING AGENT: BROWN, GARGANESE, WEISS & A'AGRESTA, P.A. PROPERTY DESCRIPTION: SEE EXHIBIT "A" ATTACHED HERETO. CLOSING DATE: November r , 2010 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. 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. (Signature Page Follows) Further Assurance Agreement Page I of 2 WITNESSES: ®rint Name: JD,4� sL7iDCt„�A.i 121. o _. Print Name CITY OF WINTER SPRINGS, FLORIDA By: _ Kevi . Smith, ty M tr STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this day of November, 2010, by Kevin L. Smith, City Manager of the City of Winter Springs, Florida, who is personally known to me. wm�f&duay TARY PUBLIC Print name: WAII &( My Commission Expires: e Danielle u is atee of a Ile Harker My Commission DD663371 cr Expires 04/1512011 Further Assurance Agreement Page 2 of 2 EXHIBIT A A portion of Lots 7 and 8, Block "A ", D.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, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of -Way Map, Section 77070 -2516, Sheet 10 of 13, P.I. Station 600 +32.11); thence run South 38023'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right -of -way map; thence departing said baseline, run North 51 036126" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of -way map, for the Point of Beginning; thence departing said Northeasterly right -of- -way line, run North 24 010106" West, a distance of 48.66 feet; thence run North 38 043116" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feet, and a chord bearing of North 06 1116'44" East; thence run Northerly along the are of said curve through a central angle of 90 000'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 016'44" East, a distance of 389.87 feet; thence run North 53 037'06" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 009'35" East; thence run Easterly along the are of said curve through a central angle of 41 00415911, a distance of 10.76 feet to the point of tangency; thence run South 85 017155" East a distance of 22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 °11'16" East; thence run Easterly along the arc of said curve through a central angle of 42 013'19 ", a distance of 11.05 feet to the point of tangency; thence run South 43 004136" East, a distance of 31.18 feet; thence run North 51 124'49" East, a distance of 63.63 feet; thence run North 34 °23'22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16 043125" West; thence run Northerly along the arc of said curve through a central angle of 35 019'54" a distance of 9.25 feet to the point of tangency; thence run North 00 056132" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17 °39117" East; thence run Northeasterly along the arc of said curve through a central angle of 33025'3111, a distance of 8.75 feet to the point of tangency; thence run North 34 022103" East, a distance of 70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 118'59" East; thence run Northeasterly along the are of said curve through a central angle of 07 015146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35 129'59" East; thence run Northeasterly along the arc of said curve through a central angle of 13 037'45" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described in Offlcial Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46 013'52" West along said Southerly line a distance of 32.61 feet; thence run North 77 043104" West along said Southerly line a distance of 31.52 feet to a non- tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35 004124" West; thence departing said Southerly line, run Southwesterly along the arc of said curve through a central angle of 12 04613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 050133" West; thence run Southwesterly along the are of said curve through a central angle of 08018153 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 103'39 West a distance of 47.21 feet to the point of curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 °44'21" West; thence run Southwesterly along the arc of said curve through a central angle of 47021125 ", a distance of 12.40 feet to the point of tangency; thence run North 89 03456" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 119'46" West; thence run Northwesterly along the are of said curve through a central angle of 46 130'20 ", a distance of 12.18 feet to the point of tangency; thence run North 43 °04136" West, a distance of 65.05 feet; thence run South 51 016144" West, a distance of 80.00 feet; thence run South 34 °21'56" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14 157'42" East; thence run Southerly along the arc of said curve through a central angle of 38 04812811, a distance of 10.16 feet to the point of tangency; thence run South 04 026132" West, a distance of 27.23 feet to the point or curvature of a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24 039'22" West; thence run Southwesterly along the arc of said curve through a central angle of 40025140 ", a distance of 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016'44" West, a distance of 265.69 feet; thence run South 64 045'55" West, a distance of 42.88 feet; thence run South 51 016'44" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of i North 83 015'04" West; thence run Westerly along the arc of said curve through a central angle of 90 05612311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right -of -way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36 032146" East; thence run Southeasterly along said Northeasterly right -of -way line and along the are of said curve through a central angle of 02128'13.7 ", a distance of 340.87 feet to a non - tangent line; thence run South 38043116" East along said Northeasterly right -of -way line a distance of 73.52 feet to the Point of Beginning. TEMPORARY STAGING LICENSE AGREEMENT THIS TEMPORARY STAGING CENSE AGREEMENT ( "Agreement ") is made and entered into as of the/ D day of fib Y M bbc 2010, between WINTER SPRINGS HOLDINGS, INC., a Delaware corporation authorized to conduct business in Florida, with a principal address of 900 Seventh Street NW, Suite 1020, Washington, DC 20001 C Property Owner" or "Owner "), and THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, with a principal address of 1126 East State Road 434, Winter Springs, FL 32708 ( "City"}. WHEREAS, the Property Owner owns certain unimproved property in the City of Winter Springs, more specifically located to the North of the McDonald's restaurant on the northeast corner of State Road 434 and Tuskawilla Road ("the Property); and WHEREAS, from time to time, the City may need to stage equipment and personnel necessary to conduct emergency or disaster relief activities and operations for the benefit of the public; and WHEREAS, the City is in need of a staging area at which to perform said emergency or disaster relief activities and operations; and WHEREAS, given that the Property is currently vacant and centrally located within the City of Winter Springs, it is suitable to serve as an emergency staging area for the City until the Owner is hindered in its ability to put the Property to beneficial economic use by the existence of this Agreement or any license granted hereunder; and WHEREAS, the parties desire to enter into this Temporary Staging License Agreement for purposes of facilitating emergency or disaster relief efforts within the City of Winter Springs on an as- needed basis. NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated herein by this reference. 2. Term of Agreement. This Agreement shall become effective upon execution by both parties License Agreement City of Winter Springs / Winter Springs Hotdings, Inc. Page 1 of 9 hereto and shall continue in full force until either party terminates this Agreement by providing at least fourteen (14) days written notice of termination to the other party in which event this Agreement and any licenses granted hereunder shall terminate automatically at the expiration of such fourteen (14) day period. Additionally, this Agreement shall automatically terminate 30 days following any transfer of ownership of all or any portion of the Property, provided, however, the automatic termination shall only be effective for the portion of the Property transferred and portions of the Property extending 100 ft from the transferred property. Owner shall provide the City with reasonable notice of any such transfer of ownership and both parties agree to execute additional documentation to reflect the termination of this Agreement and anylicenses granted hereunder for all or any portion of the Property if requested to do so by the other party. 3. Proverty Prove The real property subject to the terms and conditions of this Agreement is identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-20-3 0- 5AR -OA00 -0070 and 05- 21 -31- 300 -0010 -000, said property being particularly depicted in Exhibit "l," and Legally described on Exhibit «2 ", both of which are attached hereto and incorporated herein by this reference ( "Property`s. The size and geographic limits of the Property that is subject to this Agreement may be altered, amended and/or reduced by the Owner in its sole discretion upon transfer of ownership pursuant to paragraph 2 of this Agreement. 4. License to Use the Property. 4.1 Grant of License_ The Property Owner hereby grants the City and its authorized contractors license to use the Property consistent with the terms and conditions of this Agreement. The City and its authorized contractors shall be permitted use of the Property upon the City's determination that there is no similarly situated public property available for such use and the Property Owner's receipt and acknowledgement of the City's written notification that an emergency or disaster situation exists in the City of Winter Springs that necessitates the City's. use of the Property as a temporary staging area for emergency or disaster relief operations, equipment and personnel. For purposes of this Agreement, the term "emergency or disaster situation" shall include, but not be limited to hurricanes, tornados, floods, and other civil emergencies. The City's written notification to the Property Owner shall identify the anticipated dates the Property will be used and the nature of the use and by whom; The terms of this license shall only extend to the City, its' employees and its' authorized representatives, No permanent structures shall be erected or constructed on the Property. 4.2 Duration of License. For each emergency or disaster situation, the City shall be authorized to use the Property for an initial term of 90 days, subject to the termination provision hi paragraph 2 above and, upon written request of the City, the Property Owner License Agreement CIty of Winter Springs I Winter Springs Holdings, Inc. Page 2 of 9 may authorize the City to use the Property for an additional 60 days. Any such request shall be submitted to the Owner no later than 14 days prior to the expiration of the initial 90 -day term. 4.3 Property Owner's Access to the Property. The Property Owner shall have access at all reasonable times to the Property; provided however, such access by Property Owner shall have a minimum impact upon the City's use of the Property forthe purposes provided herein 4.4 Restricted Activities. The City covenants and agrees not to dispose of or discharge any explosive, hazardous or toxic substance on, in, or about the Property. The City, its employees, invitees or agents shall not bFmg: onto the Property any explosive (including but not limited to fireworks or ammunition of any kind) or hazardous materials other than substances customarily found in retail stores, e.g. copier toner, cleaning fluids, etc., and then only to the extent in compliance with all applicable laws. However, this paragraph shall not be construed as prohibiting or restricting a law enforcement officer from carrying and/or discharging a firearm on the Property as necessary during the normal course and scope of the officer's duties as a law enforcement officer but shall prohibit the use of the Property as a firing range or for shooting practice, even by law enforcement officers. The City also covenants and agrees that the activities of the City, its employees, invitees or agents shall not cause a violation of any local, state or federal law, including but not limited to those related to wetland impacts. If the City, its agents, employees or invitees dispose of or discharge any hazardous or toxic substance on, in or about the Property or causes a violation of any applicable local, state or federal law, the Property Owner will have the right (butnot the obligation) to cure such default (at the City's sole expense), including the repair of the Property, in accordance with the provisions set forth in Paragraph 14 of this Agreement. The amount so paid by the Property Owner shall be due from the City to the Property Owner within thirty (30) days of the City's receipt of an itemized statement which details all amounts actually paid by the Property Owner to cure the violation. The City shall indemnify, protect, defend, and holdthe Property Owner and its directors, officers and shareholders harmless from and against any and all claims, demands, fines, judgments, damages, costs, losses, liabilities, and penalties (including sums paid in settlement of claims) and including, without limitation, reasonable attorneys' fees at all trial and appellate levels and post judgment proceedings, and reasonable consultant's and reasonable expert fees arising from or out of any violation on the Property by the City, its agents or employees, of any local, state or federal law, regulation, ordinance or administration or judicial order. 5. Condition of Property. Except as otherwise specifically provided in this Agreement, Property Owner disclaims any warranty regarding the condition of the Property, whether patent or latent, and the City shall accept the Property in its "as is" condition, including, without lhitation, any defects which exist upon the commencement of any use of the Property by the City. The City acknowledges that the Property is now in suitable condition for staging emergency and disaster relief License Agreement City of Winter Sprigs / Winter Springs Holdings, Inc. Page 3 of 9 efforts. The Properly Owner retains the right to make any alterations, additions or changes to the Property that it desires in its sole discretion and the City shall make its own determination of the suitability of the Property for the purposes set forth in this Agreement prior to commencement of such use. 6. Maintenance o� f Proper . City shall maintain the Property in the condition it exists upon commencement of any use of the Property by the City, less reasonable wear and tear, at the City's sole cost and expense. 7. Insurance. The City will provide and maintain, or cause to b, provided and maintained, at no expense to Owner, a special, single event endorsement to the City's insurance policy that is issued in the name of "Winter Springs Holdings, Inc., Intemational Brotherhood of Electrical Workers Pension Benefit Find and/or any of their successors and assigns" and that encompasses the subject matter of any emergency or disaster operation conducted on the Property. Any such endorsement shall be in a form acceptable to Owner. The amounts of coverage for each of the following categories shall be determined on a case -by case basis based on the scope of the emergency or disaster operation conducted on the Property: A. Comprehensive general liability insurance; B. Product liability insurance; C. Automobile liability insurance including all owned, non - owned, and hired vehicles used in conjunction with the staging of emergency and disaster relief efforts for bodily injury or property damage; 9 D. Personal and advertising injury coverage; and i •, B. Coverage for damage to rented property. All policies shall be specifically endorsed to provide that the coverages obtained will be primary and that any insurance carried by Owner shall be excess and non - contributory. The City shall furnish Owner with a copy of the certificate of such insurance policy no later than the commencement of license granted hereunder. The City shall not enter onto, or utilize the Property for the purposes set forth herein unless an insurance policy acceptable to the Property Owner and in compliance with this paragraph is in full force and effect. Said acceptance shall not be unreasonably withheld by the Property Owner. 8. Indemnif cation. To the extent permitted by law, the City shall indemnify and hold harmless Property Owner from and against every demand, claim, cause of action, judgment and expense, including reasonable attorney's fees, and all loss and damage arising from any injury (including death) or damage to the person or property of the Property Owner or to the person or property of Property Owner's agents, servants, employees, guests, invitees, or to any other person or property on License Agreement City of Winter Springs I Winter Spratgs Holdings, Inc. Page 4 of 9 the Property where the injury or damage is caused by any act or omission of City, its subcontractors, agents, servants or employees, or of any other person entering upon the Property for the express or implied purpose of providing the services re The City shall be liable for any and all actual physical damage to the Property, including but not limited to environmental contamination and wetlands impacts as described in Section 4.4 hereof or any violation of any applicable governmental regulations that occur as a direct or indirect result of its use of the Property. This provision shall survive the termination of this Agreement. 9. AssiLynment or SabAereement by City. The City shall not assign or sublet this Agreement. 10. Termination. Upon termination of the Agreement, the City shall have fifteen (15) days to remove all materials, equipment and improvements on or made to the Property, by the City and its authorized contractors, and restore (less reasonable wear and tear) the affected portion of the Property to the condition that existed at the date the City commenced use of the Property. If the City fails to complete the removal within this time period, Property Owner shall have the right to remove the improvements and restore the Property, and the City shall reimburse the Property Owner for the actual and reasonable costs incurred in said removal and restoration. The reimbursement shall be made by the City within ten (10) days of receipt of a written invoice itemizing said costs. 11. Sale Conveyance and Assig ninetit, Nothing in thus Agreement shalt restrict the right of the Property Owner to sell, convey, assign, mortgage or otherwise deal with the Property or the right of Property Owner to assign its interest inthis Agreement subject only to the rights of City under this Agreement. 12. Subordination. This Agreement is and shall be subject and subordinate in all respects to any and all mortgages and deeds of trust now or hereafter placed on the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof, 13. Notices. All notices, demands, requests, instructions, approvals, and claims of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: City of Winter Springs Attn: City Manager 1126 East State Road 434 Winter Springs, FL 32708-2799 407 - 327 -5957 (Phone) License Agreement City of Winter Springs / WInter Springs Holdings, Inc. Page 5 of 9 w r 407- 327 -6686 (Fax) TO THE PROPERTY OWNER Winter Springs Holdings, Inc. Attn: c/o iBEW Pension Benefit Fund attention Larry Reidenbach 900 Seventh Street NW, Suite 1020 Washington, DC 20001 (202) 728 -6206 (Phone) (202) 728 -7676 (Fax) WITH A COPY TO: Greenberg Traurig Attn: Julie Kendig- Schrader 450 South Orange Avenue, Sixth Floor Orlando, Florida 32801 (407) 420 -1000 (Phone) (407) 420 -5909 (Fax) Notice shall be deemed to have been given and received on the date the notice is physically received Any party hereto, by giving notice in the manner set forth herein, may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 14. Default, 14.1 Right ofProperty Owner to Perform Covenants. All covenants and agreements to be performed by City under any of the terms of this Agreement shall be performed by City, at City's sole cost and expense. If City shall fail to perform any act required by this Agreement, and such failure shall continue for seven (7) days after written notice thereof from Property Owner, Property Owner may (but shall not be obligated to) perform such act without waiving or releasing City from any of its obligations relative thereto. All sums paid or costs incurred. by Property Owner in so performing such acts, together with interest thereon at the highest rate allowable by law from the date each such payment was made or each such cost was incurred by Property Owner, shall be payable by City to Property Owner on demand. 14.2 Events of Default, Remedies. An event of default shall occur whenever: License Agreement CIty of Winter Springs I Winter Springs Holdings, Inc. Page 6 of 9 14.2.1 Any party fails to observe, perform and keep each and every one of the material covenants, agreements, provisions, stipulations and conditions herein contained to be observed, performed and kept by the respective party and persists in such .failure after seven (7) days notice by the non-breaching party requiring that the breaching party remedy, correct, desist or comply. However, if any such breach would reasonably require more than seven (7) days to rectify, and the breaching party commences rectification within seven (7) days ofsuch notice and thereafter promptly and effectively and continuously proceeds with the rectifications of the breach, the seven (7) day time period may be extended by mutual written consent of the parties. 14.2.2 Upon occurrence of any event of default, the non - defaulting party shall have the option, in addition to and not in limitation of any other remedy permitted by law or by this Agreement, to terminate this Agreement, in which event City shall immediately surrender the Property to Property Owner and the Property shall be retuned to its original condition pursuant to Section 10 ofthis Agreement. However, if City shall fail to do so, Property Owner may without notice and without prejudice to any other remedy Property Owner may have, enter upon and take possession of the Property and expel or remove City and its authorized contractors and its effects without being liable to prosecution or any claim for damages. 15. Relationship of Parties. Nothing contained in this Agreement shall create any relationship between the Property Owner and the City. It is acknowledged and agreed that Property Owner under this Agreement does not in any way or for any purpose become a partner of the City in the operation and maintenance of any temporary staging area for emergency or disaster relief efforts, or a joint venturer or a member of a joint or common enterprise with the City. 16, Consent Not Unreasonably Withheld. Except as otherwise specifically provided, whenever consent or approval of Property Owner or City is required under the terms of this Agreement, such consent or approval shall not be unreasonably withheld or delayed If either party withholds any consent or approval, such party shall, on written request, deliver to the other party a written statement giving the reasons therefor. 17. Applicable Law and Construction. This Agreement shall be governed by and construed under the laws of the State of Florida . The words Property Owner or City shall include the plural as well as the singular. 18. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter of this Agreement. License Agreement City of Wmter Springs / Winter Springs Holdings, Inc. Page 7 of 9 19. Amendment or Modification. Unless otherwise specifically provided in this Agreement, no amendment, modification, or supplement to this Agreement shall be valid or binding unless set out in writing and executed by the parties hereto in the same manner as the execution of this Agreement. 20. Construed Covenants and Severability. All ofthe provisions of this Agreement are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate Section hereof Should any provision of this Agreementbe or become invalid, void, illegal or not enforceable, it shall be considered separate and severable from the Agreement and the remaining provisions shall remain in force and be binding upon the parties hereto as though such provisions had not been included. 21. Headings. The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof. 22. Attorney's Fees. In the event of any legal action or suit under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs, through all appellate proceedings. 23. City Not to Allow Liens or Encumbrances. City shall not permit to be created nor to remain undischarged any lien, encumbrance, or charge arising out of any work of any contractor, mechanic, laborer, or materialman which might lien or encumber the Property for work performed on the City's behalf on the Property. If any lien or notice of lien on the account of any debt of the City or its authorized contractors shall be filed against the Property and City fails to discharge the lien or notice of lien within twenty (20) days offiling, Property Owner, in addition to any other legal rights or remedies, may, but shall not be obligated to, discharge the same by either paying the amounts claimed to be due, or shall be entitled to defend any prosecution of an action for foreclosure of such lien. Any amount paid by Property Owner and all damages, costs and expenses (including reasonable attorneys fees and interest) incurred by Property Owner in connection therewith shall be paid by City. 24. Time is of the Essence. The parties acknowledge and agree that time, is ofthe essence under this Agreement. 25. Venue. Venue for any legal actions under this Agreement shall be in Seminole County, Florida for state court actions and Orlando, Florida for federal court actions. [EXECUTION PAGE FOLLOWS) License Agreement City of Winter Springs I Winter Springs Holdings, Inc. Page 8 of 9 WITNESSES: TCOKEND1G359,516,449v2 7.12 -10 PROPERTY OWNER: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation. K�._ Print N Y,,, K , Title: les:��,�� Date: 0 0 CITY: CITY OF WINTER SPRINGS, FLORIDA By: Kevin L. Smith, City Manager Date: License Agreement City of Winter Springs / Winter Springs Holdings, Inc. Page 9 of 9 WITNESSES: WITNESSES: &W�� DakieiI- e,u�21- TCOXMD10358,516,449v2 7 -12 -10 PROPERTY OWNER: WINTER SPRINGS HOLDINGS, INC., a Delaware corporation. Print Name: Title: Date: CITY: CITY OF WINTER SPRINGS. n0R1DA By: A Kevin Smith, ity Manage: Date: NOVeMbw a, g o l o License Agreement City of Winter Springs / Winter Springs Roldiugs, Inc. Page 9 of 9 r EXHIBIT.. 1 LEGAL DESCRIPTION Seminole County parcel ID No.: 26- 20- 30- 5AR -OA00 -0070 i PT OF LOTS 7 & 8 DESC AS BEG INT NLY Ll LOT 7 & ELY R/W A RR.. RUN SLY ALONG ELY RR R/W TO NLY R/W OVIFDO RD SELY ALONG NLY R/W OVIFDO RD TO A PT 660 FT N OR N LI GARDENA FARMS S 85 DEG E TO E LI OF LEVY GRANT N 5 DEG E TO NE COR NOT 7 NWLY ALONG NLY LI LI LOT 7 TO BEG BL.K A (LESS ESMT DESC IN ORB 3988 PG 1 075 & PTS OF LOT 7 N & SE OF ESMT) Seminole County Parcel ID No.: 06- 21 -31- 300 -0010 -000 LEG SEC 06 TWP 21 S ROE 3 iE SCL RR R/W LYING NLY OF OVIFDO RD W 17 a �f } iBC� • p7nR. P,t7 TOWN CENTER SPECIAL EVENTS LICENSE AGREEMENT TIVS LICENSE AGREEMENT ( "Agreement ") is made and entered into as of the /e? day of � 2010, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ( "City"), WINTER SPRINGS HOLDINGS, INC., a Delaware corporation qualified to do business in Florida ( "Owner "). WITNESSETH: WHEREAS, from time to time, the City of Winter Springs will be holding special events at the Winter Springs Town Center, generally located on the corner of State Road 434 and Tuskawilla Road, for the benefit of the public (the "Events "); and WHEREAS, such Events may include holiday festivals, music, concerts, food, small -scale fireworks displays, art festivals, and other traditional community activities; and WHEREAS, the City of Winter Springs is in need of additional space in the vicinity of the Winter Springs Town Center in order to provide more parking and to stage the Events; and WHEREAS, Owner owns certain unimproved property within the Winter Springs Town Center, more specifically located to the North of the McDonald's restaurant on the northeast corner of State Road 434 and Tuskawilla Road; and WHEREAS, upon future written request of the City, Owner desires to permit the City to use portions of Owner's property, as more particularly described herein, for Event purposes identified by the City; and WHEREAS, it is the intent and purpose of this Agreement to provide for the City's temporary use of Owner's property for the Events by letter agreement signed by the parties on a case - by -case basis in the future; and NOW, THEREFORE, in consideration of mutual covenants and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated into the terms of this Agreement by this reference. 2. Duration of License Agreement. This Agreement shall become effective upon execution by both parties hereto and shall continue in full force thereafter until either party terminates this Agreement. Either party may terminate this Agreement by providing at least seven LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Pagel of 6 (7) days written notice to the other party. 3. Property The real property subject to the terms and conditions of this Agreement is a portion of that property identified by the Seminole County Property Tax Appraiser as Parcel Id: 26- 20-30-5AR-OA00-006C, and is generally located to the North and to the East of the McDonald's restaurant located on the northeast comer of State Road 434 and Tuskawilla Road, within the Winter Springs Town Center, as depicted in Exhibit "1," and as legally described on Exhibit 11211, both of which are attached hereto and fully incorporated herein by this reference ("Properly"). 4. Use of Property. Use of the Property by the City shall only be permitted upon execution of a separate letter of agreement for a specific Event. The City may request use of the Property by providing Owner with reasonable written notice. Upon receipt of said notice, the parties may enter into a separate letter of agreement which provides for the City's temporary use of all or part of the Property identified in paragraph 3. Said letter agreement shall be signed by both parties and shall identify the specific property involved, the date(s) of the Event which will require the City's use of the Property, the expiration date of the letter of agreement, duration of the use, the nature of the use, and any other terms and conditions deemed necessary by the parties; provided, however, all such terms shall be consistent and not in conflict with this Agreement. Upon full execution of a particular letter of agreement, the terms and conditions of this Agreement shall be deemed to be automatically incorporated into the letter of agreement as if fully set forth therein. 5. Restoration of Property. Upon expiration of any letter of agreement, the City shall leave the Property subject to the letter of agreement in substantially good condition and restore it to its condition immediately preceding the letter of agreement, excepting reasonable wear and tear from the use therein permitted. The City shall be responsible for pick -up and removing any litter and trash on said Property caused by City and its guests and invitees attending the Event. The litter and trash will be removed within forty -eight (48) hours of the termination of the letter of Agreement. If the City fails to remove the trash and litter within said time period, Owner may, but is not required to, cause the trash and litter to be removed and the City will reimburse Owner the reasonable cost for said removal. Under no circumstances shall Owner be subject to, or liable for, any code violations that may be caused by the City's use of the Property, including but not limited to any trash and litter that may be on the Property as a result of such use. 6. Reservation of Rishts. Owner reserves the right to use the Property for any and all purposes that do not unreasonably interfere with the use of the Property permitted hereunder or by any letter of agreement, including without limitation, the right to grant easements on, over, across or under the Property. 7. Security Deposit. No security deposit shall be required from the City. 8. Use of the Property. LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 2 of 6 A. Prior to and During Event. City and its guests and invitees of the Event shall be permitted to use the Property subject to the terms and conditions of the particular letter of agreement. The use of the Property shall include the right to set -up and store materials to be used as part of the Event, the public's right to park vehicles, and the right to conduct any of the various Event activities specifically identified in the letter of agreement. B. Ingress/Egress. The City's use of the Property shall also include ingress and egress rights to said Property. 9. Responsibilities. The City shall be responsible for any and all damage to Owner's Property or code or regulatory violations caused by its use of the Property, which damage or violation is caused by the City, its agents, invitees, licensees and guests, and provided that such damage or violation is not the result of the willful act or negligence of Owner. The City shall not allow, permit or suffer any unlawful or illegal activity by its employees, agents, contractors, guests or invitees, nor create any nuisance on the Property. 10. Condition of the Property. The City accepts the Property "as -is." Owner shall not be required, and the City shall not be permitted, to make any alterations or improvements to the Property. 11. Licenses & Permits; Compliance with Laws. The City, at its sole cost and expense, shall obtain any and all necessary permits or licenses required for its use of the Property and shall confirm that any activity by its employees, agents, contractors, guests or invitees is properly permitted and authorized by any applicable governmental agency. In addition, the City, its employees, agents, contractors, guests or invitees shall use the Property in a safe and appropriate manner and in accordance with all applicable governmental requirements and applicable industry safety standards. 12. Insurance. The City will provide and maintain, or cause to be provided and maintained, at no expense to Owner, a special, single event endorsement to the City's insurance policy that is issued in the name of "Winter Springs Holdings, Inc. ", and the International Brotherhood of Electrical Workers Pension Benefit Fund and that encompasses the subject matter of any letter of agreement entered into pursuant to this Agreement in a form acceptable to Owner. The amounts of coverage for each of the following categories shall be determined on an event -by -event basis and shall be enumerated in each letter of agreement: A. Comprehensive general liability insurance; B. Product liability insurance; C. Automobile liability insurance including all owned, non - owned, and hired vehicles used in conjunction with the Event for bodily injury or property damage; LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 3 of 6 D. Personal and advertising injury coverage; and E. Coverage for damage to rented property. All policies shall be specifically endorsed to provide that the coverages obtained by virtue of any letter of agreement will be primary and that any insurance carried by Owner shall be excess and non - contributory. The City shall furnish Owner with a copy of the certificate of such insurance policy no later than the commencement of the term of any letter of agreement. 13. Interest Created. This Agreement is a license and shall not create any easement right, leasehold interest or other interest in land. The rights and obligations of the City in and to the Property created hereunder shall not be subject to levy, sale, assignment or subletting, without the prior written consent of Owner, which consent shall not be unreasonably withheld, conditioned or delayed. 14. Security. The City acknowledges that Owner shall not be responsible for the personal safety of the users on or about the Property, or for any damage to or theft of properly due to, or arising out of, the uses located on or about the Property, and the City shall advise all users of the Property that their use of the Property is at their own risk. 15. Indemnity. To the extent permitted by law, the City shall indemnify and hold harmless Owner from and against every demand, claim, cause of action, judgment and expense, including reasonable attorney's fees, and all loss and damage arising from any injury (including death) or damage to the person or property of the Owner or to the person or property of the Owner's agents, servants, employees, guests, invitees, or to any other person or property on the Property where the injury or damage is caused by any act or omission of the City, its agents, servants or employees, or of any other person entering upon the Property for the express or implied purpose of those conducting or participating in those activities outlined in any of the letters of agreement that may be entered into pursuant to this Agreement. 16. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions, any objections as to jurisdiction or venue in such courts being expressly waived. 17. Non - Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 18. Non - Recordation. This Agreement will not be recorded in the public records of Seminole County, Florida. . LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 4 of 6 19. Modifications. This Agreement may be modified only by a written instrument, which is executed with the same formality as this original agreement. 20. Headings. Headings are for the convenience of the parties and are not to be construed as part of this Agreement. 21. Severability. In the event any portion of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the remaining provisions shall be valid and enforceable. 22. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Owner. 23. Entire Agreement. This Agreement constitutes the entire agreement between City and Owner with respect to the license specified herein and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 24. Attorney's Fees. In the event that either of the parties hereto shall institute litigation or other legal proceedings against the other to interpret or enforce any term, provision, warranty, covenant or condition set forth in this Agreement, the prevailing party in such litigation or other legal proceedings following all appeals therefrom, if any, shall be entitled to recover from the non- prevailing party in such litigation or other legal proceedings reasonable attorneys' and paralegals' fees and expense and court costs incidental thereto, including those incurred on any appeal of a lower court decision. 25. Assi went. This Agreement may not be assigned by either party hereto. 26. 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 consummation by the City of the transaction contemplated by this Agreement: (i) are within the City's capacity and all requisite action has been taken 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 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 INCENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 5 of 6 r.. •_ effective date of this Agreement, that the execution and delivery of this Agreement by Owner and the consummation by Owner of the transaction contemplated by this Agreement: (i) are within Owner's capacity and all requisite action has been taken to make this Agreement valid and binding on Owner in accordance with its terms; and (ii) does not and will not result in 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 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. 27. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, all such limitations on the City's liability shall be deemed fully incorporated herein by this reference. However, without limiting such incorporation and in general, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day first above written. CITY OF WINTER SPRINGS, WINTER SPRINGS HOLDINGS, INC. a Florida municipal corporation. a Delaware corporation. By: By: evin_ L. Smkh, City Manager Print Name: Title: LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 6 of 6 effective date of this Agreement, that the execution and delivery of this Agreement by Owner and the consummation by Owner of the transaction contemplated by this Agreement: (i) are within Owner's capacity and all requisite action has been taken to make this Agreement valid and binding on Owner in accordance with its terms; and (ii) does not and will not result in 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 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. 27. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, all such limitations on the City's liability shall be deemed fully incorporated herein by this reference. However, without limiting such incorporation and in general, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day first above written. CITY OF WINTER SPRINGS, WINTER SPRINGS HOLDINGS, INC. a Florida municipal corporation. a Delaware corporation. Kevin L. Smith, City Manager K +�._ Print Name: K, \- a e_ Title: LICENSE AGREEMENT City of Winter Springs / Winter Springs Holdings, Inc. Page 6 of 6 c r ' ATTACHMENT "A" SKETCH OF DESCRIPTION -- NOT A SURVEY -- / / b ill q /4sd'd�'� M_ / J=am Qr LOT 3 04* Af �s y LOT 4 DETAILyh NOT TO SCALE/ \ \ A`' LOT JQ MAGNOLIA PARK ACQUISITION c�h $ PER ORB 5510, PAGES 1286 -1297 S 5955'05" E / POINT OF 11.00' IIl�tti S SW555*050 E Q 147.71 �' ci► 3 / r LOT 6o� ABBJtAVWJVW A CENTRAL ANGLE R RADIUS g c \ L ARC LENGTH g LOT 7 \ CCS CHORD BEARING \ �� §. W \ NT NON- TANGENT B N LANDS DESCRIBED IN R/W RIGHT -OF -WAY ,rte ORB 2803, PAGE 643 CENTERLINE ORB OFFICIAL RECORD BOOK Tinklepaugh St1RVEYING SERVICES, INC. 00 COUMAND srREEr. SUM 2A ORLANDO. Fl- 32M (407) Rex —OW7 IDRAWN BY: M. RUSSE ORDER NO.: Tl OB 1 B NOT TO SCALE DATE: 10/29/10 LWZNM p HIIBDIMI Ko, ire EXHIBIT r' EXHIBIT Sheet 1 See Sketch of Description Included as Attachment "A" DESCRIPTION That part of Lots 6 and 7 Block "A ", D.R. Mitchell's Survey of the Levy Grant as recorded in Plat Book 1, Page S 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 thru 49 of the aforesaid Public Records, said point being a recovered concrete monument on the Easterly Right of Way of TUSKAWILLA ROAD (formerly Brantley Avenue) as recorded in Official Records Book 3225, Page 1829 of said Public Records; 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 Easterly Right of Way line of said TUSKAWILLA ROAD; thence run South 30'04155" West along said Easterly Right of Way line for a distance of 1691.38 feet; thence departing said Easterly Right of Way line, run South 59'55'05" East for a distance of 11.00 feet to the POINT OF BEGINNING; said point being on the Easterly Right of Way line of TUSKAWILLA ROAD, per Official Records Book 5510, Pages 1286 through 1297 of aforesaid Public Records; thence departing from said right of way and continue South 59 '55'05" East along the Southerly line of the Magnolia Park Acquisition as recorded in Official Records Book 5510, Pages 1286 through 1297 of the aforesaid Public Records for a distance of 147.71 feet; thence departing said Southerly line and run South 30'04' 55" West along a line being Easterly of and parallel with aforesaid TUSKAWILLA ROAD, for a distance of 753.70 feet to a point of the Northeasterly line of those lands as described in Official Records Book 2803, Page 643 of the aforesaid Public Records, thence run North 38'43' 16" West along said Northeasterly line for a distance of 158.43 feet to aforesaid Easterly Right of Way line of TUSKAWILLA ROAD; thence run North 30'04'55" East along said Right of Way line for a distance of 696.41 feet to the POINT OF BEGINNING. Containing 2.458 Acres More or Less & being subject to any Easements, Right of Ways or Restrictions of Record. T10-B16 Prepared by: Tinklepaugh Surveying Services 850 Courtland Street, Suite 2 -A Orlando, Florida 32804 (407) 262 -0957 This description and the accompanying sketch or sketches has been prepared in accordance with the Standards set forth in Chapter 5J -17, F.A.C., pursuant to Chapters 177 and 472, Florida Statutes. Unless it bears the signature and the original raised seal of a Florida licensed surveyor and mapper this drawing, sketch, plat or trap is for info tional purposes only and is not valid. ROBERT W. MONACO, P. .M. # 5980 Date: A46VC—M9%jL tt 2010 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the "Agreement ") is made and given as of the 12`h day of November, 2010 (the "Effective Date "), by WINTER SPRINGS HOLDINGS, INC., a Florida corporation ( "Indemnitor ") to THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation ( "Indemnitee "). WITNESSETH: WHEREAS, Indemnitor has agreed to convey to Indemnitee that certain real property legally described on Exhibit "A" attached hereto and incorporated herein (the "Property "), pursuant to the provisions of Section 3 of that certain Agreement between Indemnitor and Indemnitee dated August 23, 2010; and WHEREAS, the Indemnitee obtained a title commitment for an owner's policy of title insurance insuring the conveyance of the Property by special warranty deed (the "Deed ") from Indemnitor, issued by Old Republic National Title Insurance Company ( "Title Company ") under Commitment No. CA 537566 (the "Title Commitment "); and WHEREAS, the Title Commitment lists as a title exception excepting from coverage the following matter (the "Exception "): 6. General or special taxes and assessments required to be paid in the year 2010 and subsequent years. NOW, THEREFORE, in consideration of, and as an inducement for, the Indemnitee to accept the Deed to the Property and close the transaction subject to the Exception, Indemnitor hereby covenants and agrees as follows: The foregoing Recitals are true and correct and are incorporated herein by reference. 2. Indemnitor agrees to indemnify and hold Indemnitee harmless from and against any and all damages arising out of Indemnitor's failure to pay the ad valorem taxes for the year 2010 owing on the real property included within Tax Parcel Identification Number 26-20-30 - 5AR-OA00-006C, (the "Tax Parcel ") which is excepted by the Exception and of which the Property is a part, prior to April 1, 2011 (the date when such 2010 taxes become delinquent), including, without limitation, any loss or impairment of title of the Indemnitee in and to the Property. Indemnitor covenants and agrees to pay the 2010 ad valorem taxes on the Tax Parcel on or before April 1, 2011, including any penalties and interest thereon. Notwithstanding the foregoing, Indemnitee shall be responsible for the payment of its prorata share of all ad valorem taxes accruing against the Property for 2010 from and after the Effective Date and for all subsequent years. Indemnitor shall also reimburse Indemnitee for its reasonable attorneys' and costs incurred in resolving any dispute or litigation involving the Exception or this Indemnity Agreement. Indemnitor shall pay any and all required sums as aforesaid to Indemnitee immediately upon demand by Indemnitee. The obligations of Indemnitor under this paragraph shall survive recordation of the Deed. TCO 358, 694, 040v2 073448.010200 El IN WITNESS WHEREOF the Indemnitor had executed this Agreement as of the date first set forth above. Signed, sealed and delivered in the presence Nar*: TAM r-3 c) (Pt ?) C- f s to the " Indemnitor" STATE OF COUNTY OF WINTER SPRINGS HOLDINGS, INC., a Florida corporation ME- -- - - Lindell K. Lee, President The foregoing instrument was acknowledged before me this day of November, 2010, by Lindell K. Lee, as President of Winter Springs Holdings, Inc., a Delaware corporation, on behalf of same. Notary Nblic, State of Florida Print Name: Personally Known ✓ Produced Identification Type of Identification: TCO 358,694,04M 073448.010200 2 Jo Ann Bowen Notary Public, District of Columbia My Commission Expires 5/14/2015 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TCO 358,694,040x2 073448.010200 k 0M ,•:k;`- elm` EXHIBIT A A portion of Lots 7 and 8, Block "A ", D.R. Mitchell's Survey of the Levy Grant on Lake Jessup, said lands lying to Section 31, Township ZO South, Range 31 East and Section 6, Township 21 South, Range 31 East, according to the plat thereof 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 intersection of State Road 434 and Tuskawilla Road (per Florida Department of Transportation Right -of -Way Map, Section 77070 -2516, Sheet 10 of 13, P.L Station 600+32.11); thence ran South 38°23'34" East, a distance of 1320.11 feet along the baseline of Survey as shown on said right-of-way inap; thence departing said baseline, run North 51036'26" East, a distance of 94.94 feet to a point on the Northeasterly right -of -way line of the aforesaid State Road 434, as shown on said right -of- -way map, for the Polnt of Beginning, thence departing said Northeasterly right -of -way line, ran North 24 010'06" West, a distance of 48.66 feet; thence run North 38 043'16" West a distance of 246.60 feet to the point of curvature of a curve concave Easterly having a radius of 25.00 feel, and a chord bearing of North 06°16'44" East; thence run Northerly along the are of sold curve through a central angle of 90°00'00 ", a distance of 39.27 feet to the point of tangency; thence run North 51 016144" East, a distance of 389.87 fact; thence run North 53037106" East a distance of 71.07 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of North 74 00935" East; thence ran Easterly along the arc of said curve through a central angle of 41004'59 ", a distance of 10.76 feet to the point of tangency; thence run South 85 017155" East a dislance P[22.68 feet to the point of curvature of a curve concave Southerly having a radius of 15.00 feet and a chord bearing of South 64 011'16" East; thence run Easterly along the arc of said carve through a central angle of 42 01311911, a distance of 11.05 fact to the point of tangency; thence run South 43 004'36" East, a distance of 31.18 feet; thence run North 51024149" East, a distance of 63.63 feet; thence run North 34W22" West, a distance of 27.14 feet to the point of curvature of a curve concave Easterly having a radius of 15.00 feet and a chord bearing of North 16043125" West; thence run Northerly along the arc of said earve through a central angle of 35019'54" a distance of 9.25 feet to the point of tangency; thence run North 00056'32" East, a distance of 51.24 feet to the point of curvature of a curve concave Southeasterly having a radius of 15.00 feet and a chord bearing of North 17039'17" East; thence run Northeasterly along the arc of said curve through a central angle of 33°2513111, a distance of 8.7S feet to the point of tangency; thence run North 34°22103" East, a distance of70.51 feet to a non - tangent curve concave Northwesterly having a radius of 1030.00 feet and a chord bearing of North 32 018159" East; thence run Northeasterly along the are of said curve through a central angle of 07°15146" a distance of 130.56 feet to the point of reverse curvature of a curve concave Southeasterly having a radius of 944.00 feet and a chord bearing of North 35029159" East; thence run Northeasterly along the are of said curve through a control angle of 13°37'45" a distance of 224.55 feet to the Southerly line of Acquisition Parcel B (the Rails to Trails Corridor) as described to Official Records Book 4092, Page 0164, Public Records of Seminole County, Florida; thence run North 46°13'52" West along said Southerly line a distance of 32.61 feet; thence run North 77°43'04" West along said Southerly line a distance of 31.52 feet to a non - tangent curve concave Southeasterly having a radius of 1004.00 feet and a chord bearing of South 35004124" West; thence departing said Southerly line, run Southwesterly along the are of said curve through a central angle of 12 04613511, a distance of 223.88 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 970.00 feet and a chord bearing of South 32 °50'33" West; thence run Southwesterly along the arc of said curve through a central angle of 08018153 ", a distance of 140.76 feet to a non- tangent line; thence run South 43 003'39" West a distance of 47.21 feet to the point of curvature or a curve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 66 044121" West; thence run Southwesterly along the are of said curve through a central angle of 47021125 ", a distance of 1140 feet to the point of tangency; thence run North 89034156" West, a distance of 3.57 feet to the point of curvature of a curve concave Northeasterly having a radius of 15.00 feet and a chord bearing of North 66 019'46" West; thence ran Northwesterly along the are of said curve through a central angle of 46030'2011, a distance of 12.18 feet to the point of tangency; thence run North 43004136" West, a distance of 65.05 feet; thence run South 51 016'44" West, a distance of 80.00 feet; thence run South 34°21'36" East, a distance of 65.60 feet to the point of curvature of a curve concave Westerly having a radius of 15.00 feet and a chord bearing of South 14057142" East; thence run Southerly along the arc of said curve through a central angle of 3804818 ", a distance of 10.16 feet to the point of tangeney; thence run South 04°2632" West, a distance of 27.23 feet to the point of curvature of s carve concave Northwesterly having a radius of 15.00 feet and a chord bearing of South 24039122" West; thence run Southwesterly along the arc of said curve i through a central angle of 40°25'4011, a distance of 10.58 feet to the point of tangency; thence run South 44 052112" West, a distance of 44.79 feet; thence run South 51 016'44" West, a distance of 265.69 feet; thence run South 64 045155" West, a distance of 42.88 feet; thence run South 51 016'44" West, a distance of 96.38 feet to the point of curvature of a curve concave Northerly having a radius of 25.00 feet and a chord bearing of North 83°15'04" West; thence run Westerly along the are of said curve through a central angle of 90°56'2311, a distance of 39.68 feet to a point on the aforementioned Northeasterly right-of-way line of State Road 434 and a non - tangent curve concave Southwesterly having a radius of 7905.47 feet and a chord bearing of South 36032146" East; thence run Southeasterly along said Northeasterly right-of-way line and along the are of said curve through a central angle of 02 028113.711, a distance of 340.87 feet to a non - tangent line; thence run South 38043116" East along said Northeasterly right -of-way line a distance of 73.52 feet to the Point of beginning. Owner's Policy American Land Title Association Owner's Policy 10 -17 -92 with Florida modifications Policy Number SDC- 08090161 File Number: 10067971 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 Cornpany 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 Policy Issuer: BROWN, GARGANESE, WEISS & D'AGRESTA, P.A. 111 N ORANGE AVENUE, #2000 ORLANDO, FL 32802 -2873 PHONE: 407.425 -9566 Authorized Signatory ORT Form 331 - ALA Owner's Policy tO 17 92 with Florida modifications OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 SPcond Avenue South, Minneapolis, Minnesota 5:5401 (612) 371 1111 By President Attest Q`"r-t Secretary EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including, but not limited to, building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land, (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect. lion or encurnbrarice resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) riot known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured clairnant became an insured under this policy; (c) resulting in no loss or darnago to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer, or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in this policy mean: (a) "insured ": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant ": an insured claiming loss or damage. (r.) "knowledge" or "known ": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land ": the land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property. The terra "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alloys, lanes, ways or watorvvays, but nothing heroin shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage ": rnortgage, deed of trust, trust deed, or other security instrument. (f) "public records ": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a)(iv) of the Exclusions frorn Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district in which the land is located. (g) "unmarketability of the title ": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released frorn the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. Continuation of Insurance After Conveyance of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser front the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser front the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. Notice of Claim to be Given by Insured Claimant. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall riot be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. Defense and Prosecution of Actions,, Duty of Insured Claimant to Cooperate. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of art insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other natter insured against by this policy. The Company shall have the right to select counsel of its choice Isubject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall riot be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, arid shall riot thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal front any adverse judgment or order. Id) In all rases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide detense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the narne of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or affecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5 Proof of Loss or Llarnago, In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed arid sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination wider oath by any authorized representative of the Company and shall produce for examination, inspection arid copying, at such reasonable times and planes as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the CefTlpany to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall riot be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. Options to Pay or Otherwise Settle Claims; Termination of Liability. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Torlder Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this Policy, together with any costs, attorneys' fees arid expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute., or continue, any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the tirne of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or darnage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 7 Determination, Extent of Liability arid Coinsurance, This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of; 0) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8, Apportionment. If the land described in Schedule A consists of two or more 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 computed and settled on a pro rata basis as if the arnount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements rnade subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability, of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. Reduction of Insurance; Reduction or Termination of Liability. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the arnount of the insurance pro tanto. 11. Liability Non-cumulative. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. Payment of Loss. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. Subrogation Upon Payment or Settlement. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured clairnant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the clairn had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall porrnit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole arnount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses 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 of the Company's right of subrogation. (b) The Company's Rights Against Non - insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. Arbitration. Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the insured. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party, Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. Liability Limited to this Policy, PolicyErrtireContract. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such Claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or Validating Officer or Authorized Signatory of the Company. 15. Severability. In the event any provision of the policy is held invalid or unenforceable under the applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. Notices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at its home office, 400 Second Avenue South, Minneapolis, Minnesota 55101, (612) 371 -1111. .rc SCHEDULE A OWNER'S POLICY SCHEDULE A AGENT FILE NUMBER: 1193 ORT FILE NUMBER: 10067971 1. Policy Date: November 29, 2010 at 2:05 p.m. POLICY NUMBER: SDC- 08090161 AMOUNT: $ 799,791.00 2. The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is: City of Winter Springs, a Florida municipal corporation 3. The land referred to in this Policy is situated in the County of Seminole, State of Florida, and described as follows: See attached Exhibit "A" THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED. SCHEDULE B AGENT FILE NUMBER: 1193 POLICY NUMBER: SDC- 08090161 ORT FILE NUMBER: 10067971 This policy does not insure against loss or damage by reason of the following: 1. Easements or claims of easements not shown by the public records. 2. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands and lands accreted to such lands. 3. State road right reservations, if any. 4. Oil, gas and mineral right reservations, if any. 5. General or special taxes and assessments required to be paid in the year 2010 and subsequent years. Parcel ID No.: 26- 20- 30- 5AR- OA00 -006C 6. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charge for service by any water, sewer or gas system supplying the insured land. 7. Temporary Easement Agreement recorded in O.R. Book 2083, Page 637. 8. Restrictive Covenant recorded in O.R. Book 208, Page 461. 9. Town Center Phase IIA Site Development Permit Agreement recorded in O.R. Book 6237, Page 628. 10. Third Amendment to Memorandum of Lease recorded in O.R. Book 6265, Page 934. 11. Magnolia Park Expansion Parks and Recreation Impact Fee Credit Agreement recorded in O.R. Book 7290, Page 467. i Nor �' BROWN, GARGANESE, WEIS:'A, P.A. Attom ys at Law JAN 19 2011 CITY OF VVINTERp�S�yPRINGS zin 111 N. Orange Ave., Suite 2000 OFFICE OF THE tfibWA. Garganese P.O. Box 2873 Board Certified City, County & local Orlando, Florida 32802 -2873 Government law Phone (407) 425 -9566 Fax (407) 425 -9596 agarganese @orlandolawnet January 17, 2011 Via U.S. Mail Andrea Lorenzo- Luaces, City Clerk City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 RE: Spine Road Conveyance - Closing Package Dear Andrea: Enclosed for your safekeeping are the following documents relating to the above - referenced closing: Original Special Warranty Deed, recorded at Book 7486, Page 138, Seminole County Official Records 2. Original Partial Release of Mortgage and Other Loan Documents, recorded at Book 7486, Page 142, Seminole County Official Records 3. Original Future Development Commitment Agreement, recorded at Book 7486, Page 146, Seminole County Official Records 4. Original Utility Easement Agreement, recorded at Book 7486, Page 155, Seminole County Official Records 5. Original Temporary Public Parking Easement Agreement, recorded at Book 7486, Page 164, Seminole County Official Records 6. Original Notice of Termination, recorded at Book 7486, Page 172, Seminole County Official Records 7. Original Agreement, recorded at Book 7472, Page 1007, Seminole County Official Records. 8. Original Closing Statement and Disbursement Sheet 9. Original Affidavit of No Liens 10. Original Certificate of Incumbancy 11. Original Corporate Resolution 12. Original Certificate of Non - Foreign Status 13. Original Further Assurances Agreement - Seller Ft. Lauderdale (954) 670 -1979 • Kissimmee (321) 402 -0144 • Cocoa (866) 425 -9566 Website: www.orlandolaw.net • Email: firm@orlandolaw.net a Andrea Lorenzo - Luaces, City Clerk City of Winter Springs January 17, 2011 Page 2 14. Original Further Assurances Agreement - Buyer 15. Original Temporary Staging License Agreement 16. Original Town Center Special Events License Agreement 17. Original Indemnity Agreement 18. Original Owner's Title Policy SDC- 08090161 Please give me a call if you have any questions. 2 Sin e y, Anthony A. Garganese City Attorney AAG J I enclosures