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obligation under paragraph 12(b)(4) of the Corrigan Agreement to provide a letter to <br /> Corrigan memorializing the District' s intent to acquire Parcel 1 by filing eminent domain <br /> proceedings. The foregoing obligation remains exclusively with the District. <br /> 2 . The County shall pay at closing to Corrigan the sum of Three Million, Two Hundred and <br /> Four Thousand, Six Hundred and Seventy and No/ 100 ($3 ,204,670) Dollars. This sum <br /> shall be the entire cost to the County and shall be inclusive of any costs incurred under <br /> the Corrigan Agreement associated with title examination, survey, environmental site <br /> assessment, documentary stamps, and any other matters. The District shall be responsible <br /> at closing for all costs in excess of the above-stated cost to the County. Any survey, title <br /> examination, appraisal or other costs, apart from the costs provided for in the Corrigan <br /> Agreement, that the County elects to incur related to the implementation of the land <br /> transactions provided for herein shall be the responsibility of the County; provided, <br /> however, that the District shall provide the County with an updated survey of the Property <br /> after the closing . <br /> 3 . Immediately upon closing with Corrigan, the District and the County shall implement a <br /> real property exchange ("the District-County Exchange") as follows : <br /> (a) The County shall convey Parcel 1 under the Corrigan Agreement (460 acres) to the <br /> District via County Deed, reserving a conservation easement. The instrument to be <br /> executed by the County is attached as Exhibit D. <br /> (b) The County shall assign all of its rights under the Corrigan Easement to the District. <br /> (c) The District shall convey to the County an undivided 23 .29 percent interest in the <br /> Property, as provided in attached Exhibit E. <br /> (d) It is expressly understood and agreed that neither party may dispose of their <br /> respective interests in the Property, in whole or in part, or otherwise encumber the <br /> Property, without the express written consent of the other party, except as provided in <br /> paragraph 5 , below. Consent by the County shall be based upon formal action of the <br /> Indian River County Board of County Commissioners. Consent by the District shall be <br /> based upon formal action of the District ' s Governing Board. The parties shall record a <br /> deed restriction requiring mutual consent in order to alienate the Property or otherwise <br /> encumber their interest therein, as provided in attached Exhibit F. <br /> (e) The District shall provide the County with an "Owner' s Affidavit of Title" as to the <br /> Property, as provided in attached Exhibit G . <br /> (f) It is expressly understood and agreed that neither party may annex or consent to <br /> annexation of the Property into a municipality without the express written consent of the <br /> other party. In addition, the District shall not annex or consent to the annexation of <br /> Parcel 1 under the Corrigan Agreement into a municipality without the County' s consent. <br /> (g) After the conveyance of Parcel 1 to the District, the District shall make application to <br /> the County for a conservation land use classification for Parcel 1 . In addition, the parties <br /> expressly acknowledge and agree that the development rights on Parcel 1 are <br /> extinguished. <br /> 2 <br />