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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 <br />upon closing with Corrigan, the <br />District and <br />the County shall implement a <br />real property <br />exchange ("the District -County <br />Exchange") <br />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 />