Agenda Item 8H AGENDA ITEM # 8H
FEBRUARY 11 , 2013
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM: Donation of Property to Expand River Branch Preserve
SUBMITTED BY: Jim Hanson, City Mana C - •
DATE : February 5 , 2013
STRATEGIC PLAN LINK: Goal # 12 — Marsh Master Plan Improvements
BACKGROUND: The River Branch Foundation (the Foundation) wishes to provide funding
to the City of Atlantic Beach to purchase an 8 .02 acre tract of property
located on the south side of Dutton Island Road.
The Foundation provided funding in 2009 to purchase approximately 350
acres for the initial land that made up the River Branch Preserve and, in
2012, for an 11 . 84 acre parcel located on the north side of Dutton Island
Road. The Foundation has the same goal in the purchase of all three
parcels : to protect and preserve the property in its natural state and provide
for limited public use. A conservation easement on the property will be
held by the Public Trust Environmental Law Institute, which is the same
organization that holds the conservation easement on the property directly
to the north.
The addition of this new property essentially amounts to the "missing
piece of the puzzle" in the River Branch Preserve because it is completely
surrounded by other city-owned preserves. Dutton Isle. is located directly
on the west side of this new property and the River Branch Preserve
boarders on the north, east and south sides. Development on this last tract
would severely distract from the pristine natural environment that makes
the Dutton Island and River Branch Preserves so valuable.
BUDGET: The River Branch Foundation plans to make a contribution to the City of
Atlantic Beach in the amount of the $97,000 purchase price along with a
6% broker' s commission as referenced in the attached Contract for Sale
and Purchase. We do not anticipate any development or maintenance
costs related this property. There are no enhancements for public use that
are proposed for this property in the recently approved Marsh Master Plan.
RECOMMENDATION: Authorize the Mayor to sign all the necessary closing documents and
request that a budget amendment be prepared to provide accounts for the
revenues and expenses related to the purchase of this property.
AGENDA ITEM # 8H
FEBRUARY 11 , 2013
ATTACHMENTS: ( 1 ) Press Announcement from the River Branch Foundation
(2) Contract for Sale and Purchase
(3 ) A Tax Location Map
1 ., f C A ° BRANCH AGENDA ITEM # 8H
FO UN D AT 1 O FEBRUARY I I , 2013
Jacksonville Beach, FL, February 4 , 2013
The River Branch Foundation of Jacksonville Beach, Florida is pleased to announce a
grant offer to the City of Atlantic Beach to be used for the purchase of an 8 . 02 acre tract at the
entry of Dutton Island Preserve, in continuation of the foundation' s mission of assisting in
northeast Florida wilderness preservation. The Public Trust Environmental Legal Institute of
Jacksonville Beach has agreed to hold the conservation easement on the property , which will be
deeded to the City of Atlantic Beach.
In 2009 , River Branch partnered with Public Trust Environmental Legal Institute , the
City of Atlantic Beach, and the North Florida Land Trust in the purchase for conservation of the
Buckman-Pritchard 350 acre tract on the Intracoastal Waterway, now known as the River Branch
Preserve . In 2012 , an additional grant was given to the City for an 11 . 84 acre tract in the Dutton
Island Preserve, on which Public Trust also holds the conservation easement.
For more than 40 years , the River Branch Foundation has been actively working to
improve the quality of life in the northeast Florida area through support of local nonprofit
organizations . In recent years, its focus has become environmental. support and wilderness land
preservation .
For information contact:
jleroux@riverbranchfoundation .org
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AGENDA ITEM#8H
FEBRUARY 11,2013
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TAX LOCATION MAP
MOODY APPRAISAL
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
CONTRACT FOR SALE AND PURCHASE
THIS AGREEMENT, dated as of January 31 , 2013 (the " Effective Date") , is by
and between LARRY W. PARKS (" Seller") and RIVER BRANCH FOUNDATION , , a
Florida not-for-profit foundation (" Buyer") .
AGREEMENT
In consideration of the mutual covenants and agreements herein contained ,
Seller agrees to sell and Buyer agrees to buy the Property (as hereafter defined ) , on the
terms and conditions set forth below.
1 . Definitions .
The following terms shall have the following meanings :
(a) " Broker" shall mean Realty Masters , Inc. , whose address is 2500
Blanding Blvd . , Suite 300 , Middleburg , FL 32068 .
(b) " Buyer' s Notice Address" shall mean 177 4th Avenue North ,
Jacksonville Beach , Florida 32250 with a copy to Kenneth M . Keefe, Jr. , McGuireWoods
LLP , 50 North Laura Street, Suite 3300 , Jacksonville , Florida . 32202 .
(c) "Closing Date" shall mean the date provided for in paragraph 6
hereof.
(d) "Deposit" shall mean the sum of $5 , 000 . 00 to be deposited
pursuant to paragraph 2 hereof and any further deposits to be made hereunder.
(e) " Escrow Agent" shall mean McGuireWoods LLP , 50 North Laura
Street , Suite 3300 , Jacksonville , Florida 32202 (Attn : Kenneth M . Keefe) .
(f) " Inspection Period " shall mean the period of time set forth in
paragraph 7 during which Buyer may inspect the Property .
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
(g ) " Permitted Exceptions" shall mean taxes for the current year that
are not yet due and payable .
(h) " Personal Property" shall mean NONE .
(i) " Property" shall mean that parcel of land located in City of Atlantic
Beach , Florida containing approximately 8 . 02 acres and described on Exhibit A attached
hereto .
(j) " Purchase Price" shall mean $97 , 000 . 00 .
(k) "Seller's Notice Address" shall mean 5348 Timuquana Rd . ,
Jacksonville , FL 32210 , with a copy to John November, 647 Beach Ave , Atlantic Beach ,
FL 32233-5325 .
2 . Purchase Price and Method of Payment. The Purchase Price of the
Property is payable as follows :
(a) A deposit in the amount set forth ,
receipt of which is hereby acknow-
edged by Escrow Agent (as defined below) . $5 , 000 . 00
(b) Cash (in addition to deposit) on
closing and delivery of deed (or
such greater or lesser amount as may
be necessary to complete payment of
purchase price after credits and
adjustments) . $ 92 , 000 . 00
TOTAL PURCHASE PRICE 97 , 000 . 00
3 . Expenses . Expenses shall be paid as follows (B means Buyer and S
means Seller) :
S Deed Stamps
S Recording Costs for Discharging Liens
B Real Estate Commission and Recording Deed and
Easement
S Attorneys' Fees (Seller)
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
B Attorneys' Fees (Buyer)
S Title Insurance (Fee)
S Survey
4 . Title Information and Examination .
(a) Seller will , at Seller' s cost and expense , purchase and deliver to
Buyer within thirty (30) days after the date of this agreement the Fee Title Binder. Seller
will , within the same period , furnish to Buyer a boundary survey of the Property . Buyer
shall have twenty (20) days after receipt of such title and survey evidence within which to
examine the same and if any defects in the title are found , to notify Seller in writing .
Such notice shall specify the objections to title and Seller shall have thirty (30) days after
receipt of such notice within which to cure the objections so specified . Upon failure of
Seller to cure such defects , the deposit shall at the option of Buyer be returned to Buyer
o n demand and all rights and responsibilities arising hereunder shall terminate , or Buyer
may at his option close this transaction in the same manner as if no defects had been
found .
(b) The term " Fee Title Binder" shall be deemed to mean a
commitment for title insurance to be issued to Buyer or its assignee upon delivery and
recording of the deed by title insurance company authorized to do business in Florida
and generally acceptable to attorneys in the locality , agreeing to insure the fee simple
title to the Property in Buyer for the full amount of the purchase price at standard
premium and without exception except for the items set forth below .
(c) An acceptable survey is a map of a stake survey prepared by a
land surveyor registered under laws of Florida showing no encroachments or easements
o n the land herein described , and showing that the improvements located on the land do
n ot encroach on the land or easements of others , and do not violate any building
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AGENDA ITEM # 8H
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restriction or set- back lines . Such survey shall be certified to a date subsequent to the
date of this agreement, and be certified to Buyer, the title company issuing the Fee Title
Binder and the City of Atlantic Beach .
5 . Representations and Warranties of Seller. Seller hereby represents and
warrants as of the date hereof, and will affirm as of the date of Closing , as follows :
5 . 1 Seller has the right, power and authority to (a) sell the Property to
Buyer in accordance with the terms and conditions of in this Agreement , (b) execute and
deliver this Agreement and all other documents to be executed and delivered in
connection with the transaction contemplated herein , and (c) perform all obligations of
Seller that arise under this Agreement or under such documents .
5 . 2 Seller is the sole owner of fee simple title to all of the Property
(subject to the title exceptions (if any) waived by Buyer pursuant to paragraph 4 hereof) .
Seller has granted no outstanding options to purchase or rights of first refusal with
respect to all or any part of the Property and has entered into no outstanding contracts
with others for the sale , mortgage , pledge , hypothecation , assignment, lease or other
transfer of all or any part of the Property .
5 . 3 Seller has paid , or will pay at or prior to Closing , all taxes ,
assessments , charges , fees , levies and impositions relating to the Property coming due
prior to the Closing .
5 .4 Seller has not received notice of condemnation of all or any part of
the Property , notice of any assessment for public improvements , or notices with respect
to any zoning ordinance or other law , order, regulation or requirement relating to the use
or ownership of such lands and there exists no violation of any such governmental law ,
order, regulation or requirement.
5 . 5 Seller is not indebted to the federal government or any other
public authorities for delinquent taxes , assessments or other charges of any nature for
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AGENDA ITEM II 8H
FEBRUARY 11 , 2013
which a lien has been or could be asserted against the Property or the Buyer, or affect
Buyer' s interest in and to the Property , and which will not be fully paid and discharged or
released at or prior to Closing .
5 . 6 There are no leases , written or oral , affecting the Property or any
agreements entered into between Buyer or its affiliates and third parties .
5 . 7 There is no litigation pending or threatened , which in any manner
affects the Property .
5 . 8 The Property does not constitute or form a part of the homestead ,
constitutional or otherwise , of Seller, nor does the Seller reside on any part of the
Property .
5 . 9 To the knowledge of Seller, there exists no facts or conditions on
the Property which would constitute a breach or violation of any law, rule or regulation
governing the Property (such as environmental , health and safety laws) .
5 . 10 The representations and warranties made hereunder will survive
the Closing for a period of one ( 1 ) year. Seller agrees to indemnify and hold Buyer
harmless from and against all demands , claims , actions , causes of action , assessments ,
expenses , costs , damages , losses , and liabilities (including reasonable attorneys' fees
and costs) that arise or accrue within such one ( 1 ) year period , and which are incurred
by reason of the breach of any of the warranties and representations made herein .
5 . 11 Between the Effective Date and the date of Closing , Seller agrees
that , without Buyer's written consent: (i) Seller shall not enter into any new leases or
tenancies with respect to the Property ; (ii) Seller shall not grant or permit any new
encumbrances on or about the Property ; (iii) Seller shall not alter the present state of the
Property ; and (iv) Seller shall not undertake or omit to undertake any other act which
might have a material , adverse effect on the Property .
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AGENDA ITEM # 8H
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6 . Conveyance and Closing . (a) Seller agrees to convey title to the Property
to Buyer (or its expected assignee , the City of Atlantic Beach) by good and sufficient
warranty deed free and clear of all liens or encumbrances except the Permitted
Exceptions . If the City of Atlantic Beach refuses the accept an assignment of this
Agreement, Buyer may by notice to Seller given before the Closing Date terminate this
Agreement , and in that event the Deposit shall be refunded to Buyer.
(b) Subject to the curative period above provided for, or the possible
extension of the Inspection Period , this sale shall be closed and the deed shall be
delivered on or before April 30 , 2013 . Seller and Buyer shall each execute and deliver
such documents at the closing as are customarily needed . Seller agrees to deliver
possession of the Property to Buyer at the time of closing .
7 Inspection and Property Condition . Seller shall deliver and make
available to Buyer without cost to Buyer, promptly after the execution hereof, copies of
all studies , surveys , analyses , easements , restrictions , agreements , soil tests , signage
agreements , leases and other information and data in Seller' s files pertaining to the
condition , use , occupancy and characteristics of the Property . Buyer may , for the sixty
(60) day period following the date hereof (the " Inspection Period" , which term shall
include the additional days if Buyer elects to extend the Inspection Period as provided
below) . In addition , Buyer may undertake its own analysis and evaluation of the Property
and may make such physical inspection of the Property and conduct such engineering ,
soil testing , market , feasibility , and utility availability studies , analyses and evaluations as
deemed necessary or desirable by Buyer. Seller shall give Buyer and its agents ,
employees , representatives and consultants access to the Property and to its records for
such purposes . Buyer may , in its sole discretion , determine , at any time within the
Inspection Period that it does not wish to proceed with the transactions contemplated by
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
this Agreement and , thereupon , the Deposit shall be returned to Buyer and all rights of
the parties hereunder shall terminate .
Buyer shall at its sole discretion the right to extend the Inspection Period by an
additional 120 days ; if Buyer desires so to do , Buyer shall deliver written notice of its
election to extend to Seller and Escrow Agent during the Inspection Period . Upon giving
the notice , the Inspection Period shall be a period of 180 days, and the Closing Date
shall in that event be twenty days after the end of the Inspection Period .
If Buyer determines that it does not wish to proceed with the transactions
contemplated by this Agreement , it shall deliver written notice (the "Notice") thereof to
Seller and Escrow Agent during the Inspection Period . The failure to give the Notice
during the Inspection Period shall be deemed conclusive evidence that Buyer does wish
to proceed with the transactions contemplated by this Agreement. If Buyer gives the
Notice , Escrow Agent shall , within ten ( 10) days after the expiration of Inspection Period ,
return the Deposit to Buyer.
Buyer hereby agrees to defend , indemnify and hold Seller harmless against any
claims , costs , damages , or liability arising out of Buyer's inspection of the Property ,
including costs and reasonable attorney' s fees at both trial and appellate levels . Buyer
hereby agrees to defend , indemnify and hold Seller harmless from and against all liens
on the Property filed by contractors , materialmen , or laborers performing work and tests
for Buyer. If this sale does not close , Buyer shall restore the Property to its original
condition , and Buyer' s obligation under this paragraph shall survive Closing or the
sooner expiration or termination of this Agreement.
If Buyer purchases the Property in accordance with this Agreement , it is
expressly understood and agreed that such purchase will be in the Property' s present
AS IS , WHERE IS condition at the Closing Date without any representation or warranty ,
express or implied , except those expressly set forth herein .
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AGENDA HEM # 8H
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8 Default by Buyer. If Buyer fails to perform this Agreement within the time
specified , time being of the essence of this agreement , this Agreement may , at the
option of Seller, be terminated . In that event the Deposit shall be retained by or for the
account of Seller as consideration for the execution of this agreement and in full
settlement of any claims for damages . Buyer and Seller shall thereafter be relieved of all
further obligations under this contract. Seller does hereby waive all other remedies at
law or in equity .
9 Default by Seller. If Seller refuses to perform this agreement the deposit shall
be returned to Buyer on demand , or Buyer may sue for specific performance . All other
remedies are waived .
10 Destruction of Premises . If the Property is damaged by fire or other casualty
before the delivery of the deed , and can be restored to substantially the same condition
as existed as the date of the Casualty within a period of sixty (60) days thereafter, Seller
shall so restore the improvements and the closing date and date of delivery of
possession shall be extended accordingly ; however, if such restoration cannot be
completed within that period of time , this contract, at the option of Buyer, shall be null
and void , and the aforesaid deposit shall be returned to the Buyer. If Buyer elects to
purchase , he shall be entitled to the benefits of any insurance on the Property .
11 . Other Agreements . No agreements or representations shall be binding upon
any of the parties unless incorporated in this contract .
12 Persons Bound . The covenants herein contained shall bind , and the benefits
and advantages shall inure to , the respective heirs , executors , administrators ,
successors , and assigns of the parties hereto . Whenever used , the singular number
shall include the plural , the plural the singular, and the use of any gender shall include all
genders . Buyer shall have the right to assign his interests hereunder to the City of
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
Atlantic Beach , Florida , and upon making such assignment, Buyer shall be relieved of all
obligations hereunder.
13 Prorations . Taxes , rents , insurance premiums and interest shall be prorated
as of the date for delivery of deed unless otherwise specified . The cash payment shall
be increased or decreased as may be required by the prorations of such items . If the
amount of taxes for the current year cannot be ascertained , rates , millages , and
assessed valuations of the previous year, with known changes , shall be used , due
allowance being made for homestead or other exemptions if allowed for either year.
However, tax prorations based on an estimate may subsequently be readjusted where
so agreed in the closing statement. If part of the purchase price is paid by the
assumption of a mortgage requiring deposit of funds for payment of taxes , insurance or
other charges , Buyer shall reimburse Seller for any deposits assigned to Buyer at
closing .
14 Brokerage . Buyer agrees to pay to Broker, and Broker agrees to accept as
commission for his services in making sale of the Property , a sum equal to six percent (6
%) of the Purchase Price at the time of closing this transaction by the delivery of deed as
aforesaid . Buyer will pay a $275 document fee at closing . In the event Buyer fails to
perform and the deposit aforesaid is retained , the amount of such deposit shall be
applied first in payment of the cost of title evidence incurred by Seller and Broker, or
either of them , and the balance shall be divided equally between Broker and Seller;
provided , however, that the amount to be retained or received by Broker shall not
exceed the full amount of his commission , and any excess shall be paid to Seller . If the
transaction shall not be closed because of refusal of Seller to perform , then Seller shall
pay the commission in full to Broker on demand .
15 Radon Gas . Radon is a naturally occurring radioactive gas that , when it has
accumulated in a building in sufficient quantities , may present health risks to
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
persons who are exposed to it over time . Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida . Additional
information regarding radon and radon testing may be obtained from your county
public health unit. This disclosure is required by Florida law to be contained in all
contracts for sale or lease of buildings .
16 Easement. At the closing , Seller shall for no additional consideration
execute and deliver to Buyer or its designee the Conservation Agreement (the
" Easement Agreement") substantially in the form attached as Exhibit B , and the deed of
conveyance to Buyer or its assignee shall expressly be made subject to the terms and
conditions of the Easement Agreement . Prior to the execution of the Easement
Agreement, Seller understands some terms and conditions of the Easement Agreement
may be changed , and Seller agrees not to object thereto provided Seller' s liability with
respect to the Property is not materially altered from any that it may have under the
Easement Agreement in its present form .
17 Escrow Provisions . Escrow Agent joins in the execution hereof for the
sole purpose of confirming its agreement to the provisions set forth herein that are
applicable to it . The Deposit shall be deposited by the Escrow Agent in a non-interest
bearing deposit account at Bank of America and the proceeds held and disbursed in
accordance with the terms of this Agreement .
In the event of any dispute or doubt as to the genuineness of any document or
signature , or uncertainty as to Escrow Agent's duties , then Escrow Agent shall have the
right either to continue to hold the Deposit in escrow or to pay the Deposit into court
pursuant to relevant statute or rule of court.
The parties agree jointly to defend (by attorneys selected by Escrow Agent) ,
indemnify and hold harmless Escrow Agent against and from any claim , judgment , loss ,
liability , cost or expense resulting from any dispute or litigation arising out of or
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FEBRUARY 11 , 2013
concerning Escrow Agent' s duties or services hereunder. This indemnity includes ,
without limitation , disbursements and reasonable attorneys' fees either paid to retain
attorneys or representing the fair value of legal services rendered by Escrow Agent to
itself.
Escrow Agent shall not be liable for any error in judgment or for any act done or
step taken or omitted in good faith , or for any mistake of fact or law, except for Escrow
Agent's own gross negligence or willful misconduct . Seller and Purchaser acknowledge
and agree that (a) the amount of the Deposit may exceed the amount of FDIC insurance
coverage applicable to the Deposit in the deposit account in which the Deposit is
deposited , (b) Escrow Agent has deposited the Deposit in the deposit account at the
direction of Seller and Purchaser and has not exercised (and does not have) investment
discretion over the Deposit , and (c) the Escrow Agent shall have no liability to Seller,
Purchaser, or any other person or entity in the event of any diminution in value of, or
failure of the bank in which the Deposit is deposited to pay , any deposit account in which
the Deposit or any part thereof is deposited at any time .
The parties acknowledge that Escrow Agent is merely a stakeholder. Upon
payment of the Deposit pursuant to the terms hereof, Escrow Agent shall be fully
released from all liability and obligations with respect to the Deposit.
It is acknowledged that Escrow Agent is the attorney for Buyer and that Escrow
Agent shall be entitled to represent such party in any lawsuit.
Escrow Agent shall serve without separate compensation .
18 Time for Acceptance . If this agreement is not executed and delivered by all
parties hereto on or before five (5) days after the date hereof, the aforesaid deposit shall ,
at the option of Buyer, be returned to him and this Agreement shall be null and void .
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AGENDA ITEM # 8H
FEBRUARY 11 , 2013
IN WITNESS WHEREOF, the parties have executed this agreement in one or
more counterparts as of the day and year first above written .
Larry W. Parks
RIVER BRANCH FOUNDATION
By:
Jennifer U . Johnson , Its Director
Accepted as to Escrow Agent
McGuireWoods LLP
By C
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AGENDA ITEM # 8H
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EXHIBIT A
LEGAL DESCRIPTION AS PROVIDED
BEGIN AT THE SOUTHWEST CORNER OF LOT 1 OF
SECTION 18. TOWNSHIP 2 SOUTH , RANGE 29 EAST.
RUNNING NORTH 1 ,000 FEET; THENCE EAST 500 FEET;
THENCE SOUTH 1 ,000 FEET; THENCE WEST 300 FEET,
TO THE PLACE OF BEGINNING ( ALL COURSES BEING
MORE OR LESS) CONTAINING 9 1 /2 ACRES MORE OR LESS,
AS RECORDED IN DEED BOOK 4167, PACE 809 OF THE
PUBLIC RECOROS OF DUVAL COUNTY, FLORIDA.
NEW LEGAL DESCRIPTION
COMMENCE AT THE NORTHEAST CORNER OF SECTION 18,
TOWNSHIP 2 SOUTH , RANGE 29 EAST, IN DUVAL COUNTY,
FLORIDA: THENCE ALONG THE NORTHERLY LINE OF SECTION
18, A BEARING OF NORTH 90'OQ'00" WEST, AND A DISTANCE
OF 2396. 97 FEET TO THE NORTHWEST CORNER OF GOVERNMENT LOT 1 ;
THENCE ALONG THE WESTERLY LINE OF GOVERNMENT LOT 1 , A BEARING
OF SOUTH 17100'00" WEST, A DISTANCE OF 782. 00 FEET TO
THE POINT OF BEGINNING; THENCE CONTINUE ALONG THE WESTERLY
LINE OF GOVENMENT LOT 1 , A BEARING OF SOUTH 17'00'00" WEST,
A DISTANCE OF 1000.00 FEET TO THE SOUTHWEST CORNER OF
GOVERNMENT LOT It THENCE ALONG THE MOST SOUTHERLY UNE OF GOVERNMENT LOT 1,
A BEARING OF SOUTH 71 '00'00" EAST, A DISTANCE OF 264.00 FEET;
THENCE NORTH 27'O0'00" EAST, A DISTANCE OF 1000. 00 FEET;
THENCE NORTH 69'48' 25" WEST, A DISTANCE OF 438. 17 FEET TO
THE POINT OF BEGINNING.
SAID PARCEL CONTAINING 8.02 ACRES PLUS OF MINUS.
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AGENDA ITEM # 8H
EXHIBIT B TO CONTRACT FOR PURCHASE AND SALE FEBRUARY 11 , 2013
RECORD AND RETURN TO :
The Public Trust Environmental Legal Institute of Florida, Inc .
Attn: Andrew Miller
2029 North Third Street
Jacksonville Beach, FL 32250
CONSERVATION EASEMENT
THIS INDENTURE (this "Conservation Easement") is made this day of
, 2013 , between LARRY PARKS (the "Grantor") , whose address is 5348 Timuquana
Rd . , Jacksonville, FL 32210, and THE PUBLIC TRUST ENVIRONMENTAL LEGAL
INSTITUTE OF FLORIDA, INC. , a Florida nonprofit corporation with address 2029 North
Third Street, Jacksonville Beach, FL 32250 , its successors and assigns (the "Holder") .
WHEREAS , the Grantor is the owner in fee simple of certain real property located in
Duval County, Florida which provides significant natural habitat for a variety of wildlife, fish,
and plants ; and has natural, aesthetic, scientific, educational, and ecological value in its present
natural state; and which property is described in Exhibit A attached hereto and by this reference
incorporated herein (the "Protected Property") ; and
WHEREAS , the Holder hereby represents that it is a "qualified organization" as defined
by Section 170(h)(3 ) of the Internal Revenue Code of 1986, as amended and the regulations
thereunder (the "Code") ; and
WHEREAS , the Holder hereby represents that it is a charitable corporation whose
purposes include protecting natural, scenic or open space values of real property , assuring its
availability for open space use, protecting natural resources, maintaining or enhancing water
quality and is qualified to acquire conservation easements under Section 704 . 06 , Florida Statutes ;
and
WHEREAS , the Holder is a tax exempt public charity under Section 501 (c)(3 ) of the
Code, and the Holder' s primary purpose is to preserve natural areas and special places in North
Florida; and
WHEREAS , the Protected Property qualifies as "a relatively natural habitat of fish,
wildlife, or plants, or similar ecosystems," as that phrase is used in Section 170(h)(4)(a)(ii) of the
Code, for many of the following attributes :
The Protected Property consists of 8 . 02 acres, including wetlands, which is along the
Intracoastal Waterway and has ecological importance, provides natural habitat for flora and
fauna, and is a portion of a long, relatively undeveloped riparian corridor along the Intracoastal
Waterway that provides important benefits for wildlife .
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EXHIBIT B TO CONTRACT FOR PURCHASE AND SALE
WHEREAS , the Protected Property qualifies as "natural habitat" as that phrase is used in
Section 170(h)(4)(a)(ii) of the Code the preservation of which natural habitat is for (i) the scenic
enjoyment of the general public, (ii) is pursuant to clearly delineated Federal, state, and local
governmental policies and (iii) will yield significant public benefit; and
WHEREAS , the Protected Property is located in an area of increasing development and
the development of the Protected Property in excess of that allowed in this Conservation
Easement would significantly impair the habitat it contains and the ability of such habitat to
support the species and ecological communities present there ; and
WHEREAS , this Conservation Easement would prevent forestry practices harmful to the
ecology, habitats, and wildlife of the Protected Property ; and
WHEREAS , the Protected Property possesses significant wildlife, fish, and plant natural
habitat, and significant scenic values, all as described above (collectively, the "Conservation
Values"), which Conservation Values are of great importance to the Grantor and Holder; and
WHEREAS, the Conservation Values are further documented in the Baseline
Documentation report for the Protected Property, dated [ ] , and incorporated herein by this
reference (the "Report"), completed by [Mark Middlebrook] and provided to the Grantor and
signed by the Grantor, a copy of which Report is on file with both the Grantor and the Holder,
and which Report establishes the condition of the Protected Property at the time of the gift as
provided in Treasury Regulation Section 1 . 170A- 14(g)(5 ) ; and
WHEREAS , the parties intend hereby to comply with Section 704 . 06 of the Florida
Statutes which permits the creation of conservation easements for the purposes of, inter alia,
retaining land or water areas predominantly in their natural, scenic, open or wooded condition or
as suitable habitat for fish, plants, or wildlife; and
WHEREAS , the Grantor and the Holder have the common purpose of protecting the
Conservation Values by placing voluntary restrictions upon the use of the Protected Property and
by providing for the transfer from the Grantor to the Holder of affirmative rights for the
protection of the Protected Property .
NOW, THEREFORE, the Grantor, as an absolute gift, with no monetary consideration,
and in consideration, which is hereby acknowledged, of the covenants, mutual agreements,
conditions, and promises herein contained, does hereby freely give, grant, bargain, sell, and
convey unto the Holder, its successors and assigns, forever, a conservation easement as defined
in Section 704 . 06 of the Florida Statutes (without intending that the existence of this
Conservation Easement be dependent on the continuing existence of such laws), in perpetuity,
over the Protected Property, of the nature and character and to the extent hereinafter set forth.
A. PURPOSE
The purpose of this Conservation Easement is to forever conserve the Protected Property
for the following conservation purposes (collectively, the "Purpose") :
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To protect in perpetuity the significant natural habitat, the scenic values, and open space of the
Protected Property for public benefit by retaining it forever in its predominantly natural and
scenic condition; and
To protect the native plants, animals, and plant and animal communities on the Protected
Property including the rare and uncommon species present and their habitat; and
To conserve the water quality, wetlands, and riparian values of the Protected Property ; and
The Grantor and Holder intend that this Conservation Easement will confine the use of the
Protected Property to activities that are consistent with the Purpose of this Conservation
Easement, including but not limited to passive public recreation, and will prohibit or prevent any
use of the Protected Property in excess of that allowed by this Conservation Easement that would
significantly impair or interfere with the Conservation Values .
B . AFFIRMATIVE RIGHTS OF THE HOLDER
To accomplish the Purpose of this Conservation Easement, this Conservation Easement
conveys the following rights to the Holder :
1 . Conservation Values . The right to preserve and protect the Conservation Values in
perpetuity .
2 . Right of Entry . The right of the Holder' s officers, employees, and/or designated agents,
including student volunteers, to enter the Protected Property in a reasonable manner and at
reasonable times for the following purposes :
(a) to inspect the Protected Property to determine whether the Grantor is complying
with the covenants and Purpose of this Conservation Easement at discretion of
Holder with appropriate written notice to Grantor; provided, however, that except
in cases where the Holder reasonably determines that immediate entry is required
to prevent, terminate, or mitigate a violation of this Conservation Easement, the
Holder shall give written notice to the Grantor no less than seven (7) days before
entering the Protected Property, and the Holder shall not in any event
unreasonably interfere with the Grantor' s use and quiet enjoyment of the
Protected Property .
(b) to enforce the terms of this Conservation Easement in accordance with the
Holder' s remedies as set forth in Section E hereof; and
(c) with written permission of Grantor, to make scientific and educational
observations and studies and research projects and to monitor the condition of the
rare plant and animal populations, plant communities, and natural habitats on the
Protected Property ; and
(d) with written permission of Grantor, the Holder, may from time to time, not to
exceed two (2) times per year, conduct conservation-related events and/or tours
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for the purpose of education to further the mission of the Holder. For such events
the Holder must obtain the same event permit(s) as is (are) required of others
when holding events on other City of Atlantic Beach properties .
3 . Enforcement. The right to prevent any activity on, or use of, the Protected Property that
is inconsistent with the Purpose of this Conservation Easement, and to require the restoration of
such areas or features of the Protected Property that may be damaged by any inconsistent activity
or use by the Grantor or by another with or without the authorization of Grantor, pursuant to
Section E hereof.
The Holder will review the baseline survey, monitoring reports, and other information about the
Protected Property and decide whether any landowner actions have violated the terms of this
Conservation Easement and, if required, recommend enforcement actions to Holder' s full board
of directors . The Holder will review and be empowered to approve any ecological restoration
plan, forestry management plan, or construction plan submitted by Grantor to Holder for
approval .
C . RESTRICTIONS AND RESERVED RIGHTS
This Conservation Easement prohibits all of the following on the Protected Property :
1 . Construction or placing of buildings, roads, signs, billboards or other advertising,
utilities, or other structures on or above the ground .
2 . Dumping or placing of soil or other substance or material as landfill or dumping or
placing of trash, waste, or unsightly or offensive materials .
3 . Removal or destruction of trees, shrubs, or other vegetation except for invasive
vegetation as described in Section 9, below, or except for the removal or destruction of trees or
vegetation that pose a threat to life, property, or utility lines, and provided that the primary
purpose of this removal is ecological restoration, that is, to foster the return of the Protected
Property to a more natural or pristine condition.
4 . Excavation, dredging, or removal of loam, peat, gravel, soil, rock, or other material
substance in such manner as to affect the surface .
5 . Surface use except for purposes that permit the land or water area to remain
predominantly in its natural condition.
6 . Activities detrimental to drainage, flood control, water conservation, erosion control, soil
conservation, or fish and wildlife habitat preservation.
7 . Acts or uses detrimental to such retention of land or water areas .
8 . Acts or uses detrimental to the preservation of the structural integrity or physical
appearance of sites or properties of historical, architectural, archaeological, or cultural
significance .
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9 . Planting or introduction of plant species on the Florida Exotic Pest Plant Council ' s List of
Invasive Species or other plant species generally regarded as invasive exotic is prohibited.
Grantor will use reasonable efforts to control invasive exotic species on the Protected Property .
10 . Commercial activity on the Protected Property is prohibited except for activities having
negligible impact on the conservation values of the property such as the use of the property for
commercial nature tours . All but de minimus commercial recreation activities are prohibited
within the meaning of Section 2031 (c)(8)(B) of the Code .
11 . Any division, subdivision, or partition of the Protected Property is prohibited.
12 . Any industrial, ranching, or commercial agricultural use of the Protected Property beyond
Section B . and D . , is prohibited.
13 . Use of herbicides, pesticides, and other hazardous chemicals on the Protected Property is
prohibited except to control invasive exotic species, for road maintenance, for ecological
restoration, or other use with written permission of Holder.
14 . Any other activity not described in Section B or Section D of this Conservation
Easement.
D . ADDITIONAL RESERVED RIGHTS OF GRANTOR
The Grantor reserves to itself and its successors and assigns all rights accruing from its
ownership of the Protected Property, including the right to engage in, and to permit or invite
others to engage in, all uses of the Protected Property that are not expressly prohibited herein,
provided such uses are not inconsistent with the Purpose of this Conservation Easement. The
following additional rights are expressly reserved to the Grantor:
1 . Right to Sell . The right to sell, give, or otherwise convey or encumber the Protected
Property, provided that any such conveyance or encumbrance shall be subject to the terms of this
Conservation Easement.
2 . Public Access . Nothing contained herein should be construed as affording the general
public physical access to any portion of the Protected Property ; however, Grantor, its successors
and assigns, may from time to time permit public access by invitation for passive recreational use
that is not inconsistent with the Purpose as expressed in Section A above .
3 . Maintenance . The Grantor may perform the following :
maintain or improve existing roads, but the paving of roads with impervious
surfaces or treating roads with substances that may result in pollution of water
resources is prohibited ;
repair, replace, or add structures associated with the construction of unpaved trails
such as boardwalks, foot bridges, steps, and observation platforms ;
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improve, repair, or replace stream crossing structures on existing or permitted
roads such as bridges, culvert crossings, and hard bottom crossings, with the same
type of structure ; and
construct, repair, or replace erosion control structures, except that any erosion
control measure placed on the banks of the Intracoastal Waterway/St. Johns River
must be designed and constructed in a manner that does not detract from the
scenic and substantially unbuilt character of the Protected Property .
E. THE HOLDER' S REMEDIES
1 . Notice of Violation; Corrective Action. If the Holder determines that a violation of the
terms of this Conservation Easement has occurred or is threatened, the Holder shall give written
notice to the Grantor of such violation, and demand corrective action sufficient to cure such
violation, and where the violation involves injury to the Protected Property resulting from any
use or activity conducted by Grantor or by another with or without the authorization of Grantor,
which is inconsistent with the Purpose of this Conservation Easement, to restore the Protected
Property so injured to its condition before the violation occurred in accordance with a plan
approved by Holder.
2 . Remedies . If the Grantor fails to cure any violation or threatened violation of this
Conservation Easement, or cause such other corrective action to be taken as requested by the
Holder within thirty (30) days after receipt of the written notice described in Paragraph 1 of this
section (or, under circumstances where the requested corrective action cannot reasonably be
completed within the thirty-day period, if the Grantor fails to make good faith efforts to initiate
and pursue the requested corrective action within the thirty-day period) , the Holder shall be
entitled to bring an action or actions at law or equity in a. court of competent jurisdiction in the
county where the Protected Property is located, to do the following :
(a) Enforce the terms of this Conservation Easement; and/or
(b) Enjoin the violation by temporary or permanent injunction, as necessary and the
Grantor waives any bond requirement otherwise applicable to any petition for
such relief; and/or
(c) Require the restoration of the Protected Property to its condition before the
violation occurred ; and/or
(d) Report to any regulatory authorities any environmental conditions, or any
potential or actual violations of environmental laws ; and/or
(e) Recover any damages arising from the violation.
If such court determines that the Grantor has failed to comply with this Conservation
Easement, the Grantor shall reimburse the Holder for any reasonable costs of enforcement,
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including Holder' s staff time, court costs, and reasonable attorneys ' fees, in addition to any other
payments ordered by such court. If Holder initiates litigation and the court determines that the
Grantor has complied with all the terms of the Conservation Easement and that Holder initiated
litigation in bad faith, then the Holder shall reimburse Grantor for any reasonable costs of
defending such action, including court costs and reasonable attorneys ' fees .
3 . Forbearance . The Holder does not waive or forfeit the right to take action as may be
necessary to insure compliance with this Conservation Easement by any prior failure to act, and
the Grantor hereby waives any defense of laches, estoppel or prescription with respect to any
delay by the Holder in acting to enforce any restriction or exercise any rights under this
Conservation Easement.
4 . Acts Beyond the Grantor' s Control. Nothing herein shall be construed to entitle the
Holder to institute any enforcement proceeding against the Grantor for any change to the
Protected Property due to causes beyond the Grantor' s control, including, without limitation,
change caused by fire, flood, storm, or the unauthorized wrongful acts of third persons .
5 . Scope of Relief. Holder' s rights under this Section E apply equally in the event of either
actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that
Holder ' s remedies at law for any violation of the terms of this Conservation Easement are
inadequate and that Holder shall be entitled to the injunctive relief described in Section E,
Paragraph 2, both prohibitive and mandatory, in addition to such other relief to which Holder
may be entitled, including specific performance of the terms of the Conservation Easement,
without the necessity of proving either actual damages or the inadequacy of otherwise available
legal remedies . Holder ' s remedies described in this Section E shall be cumulative and shall be in
addition to all remedies now or hereafter existing at law or in equity .
F . EXTINGUISHMENT
1 . Termination. If circumstances arise in the future that render the purpose of this
Conservation Easement impossible to accomplish, this Conservation Easement can only be
terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of
competent jurisdiction after notice to the original Grantor. The amount of the proceeds to which
Holder shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or
involuntary conversion of all or any portion of the Protected Property subsequent to such
termination or extinguishment, shall be the value of the Conservation Easement as determined in
accordance with Section F, Paragraph 2 .
2 . Valuation. This Conservation Easement constitutes a real property interest immediately
vested in Holder, which for the purposes of Section F, Paragraph 1 , the parties stipulate to have a
fair market value equal to the gross sale proceeds or condemnation award multiplied by > /y,
which is a ratio representing an amount equal to the ratio of the appraised value of this easement
to the unrestricted fair market value of the Protected Property , as these values are determined on
the date of the termination or extinguishment. For the purposes of this paragraph, the ratio of the
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value of the Conservation Easement to the value of the Protected Property unencumbered by the
Conservation Easement shall remain constant.
G. CONDEMNATION
1 . Condemnation. If all or any part of the Protected Property is taken by exercise of the
power of eminent domain or acquired by purchase in lieu of condemnation, whether by public,
corporate, or other authority, so as to terminate this Conservation Easement, in whole or in part,
Grantor and Holder shall act jointly to recover the full value of the interests in the Protected
Property subject to the taking or in lieu purchase and all direct or incidental damages resulting
therefrom. All expenses reasonably incurred by Grantor and Holder in connection with the
taking or in lieu purchase shall be paid out of the amount recovered. Holder' s share of the
balance of the amount recovered shall be determined by multiplying that balance by the ratio set
forth in Section F, Paragraph 2 .
2 . Application of Proceeds . Holder shall use any proceeds received under the circumstances
described in this Section G in a manner consistent with its conservation purposes, which are
exemplified by this grant.
H . AMENDMENT
If circumstances arise under which an amendment to or modification of this Conservation
Easement would be appropriate, the Grantor and the Holder may by mutual written agreement
jointly amend this Conservation Easement, provided that no such amendment shall be made that
will adversely affect the status of Holder under any applicable laws, including Sections 170(h)
and 501 (c)(3 ) of the Code . Any such amendment shall be consistent with the Purpose of this
Conservation Easement, shall not affect its perpetual duration, and shall not result in any
diminution of protection of the Conservation Values . Any such amendment shall be recorded in
the official public records of Duval County, Florida. Nothing herein shall require the Holder to
agree to any amendment.
I . ASSIGNMENT
1 . Assignment Allowed. The Grantor and the Holder recognize and agree that the benefits
and obligations of this Conservation Easement are in gross and assignable only in accordance
with the terms of this section.
2 . Qualified Assignee . The benefits and obligations of this Conservation Easement shall
only be assigned to an organization that is, at the time of the assignment, both (a) a "qualified
organization" as that term is defined in Section 170(h) of the code and (b) authorized to acquire
and hold conservation easements under Section 704 . 06 of the Florida Statutes or any successor
provision then applicable.
3 . Terms of Assignment. The Holder shall require, as a condition of any assignment of the
benefits and obligations of this Conservation Easement, that the assignee organization shall agree
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to continue to carry out in perpetuity, under substantially the same terms as contained in this
Conservation Easement, the Purpose of this Conservation Easement.
4 . Notice to the Grantor. The Holder agrees to give written notice to the Grantor of its
intention to assign the benefits and obligations of this Conservation Easement at least sixty (60)
days prior to the date of such assignment. The failure of the Holder to give such notice shall not
affect the validity of such assignment, impair the validity of this Conservation Easement, or limit
the enforceability of this Conservation Easement in any way.
J. DISCRETIONARY CONSENT
1 . Notice and Approval. The Grantor shall notify the Holder before undertaking any
activity in excess of those allowed by this Conservation Easement that may reasonably be
expected to have a material adverse impact on the Conservation Values . Such notice shall be in
writing and shall describe the proposed activity in sufficient detail to allow the Holder to judge
the consistency of the proposed activity with the Purpose of this Conservation Easement. The
Holder may permit such a proposed activity only if the Holder determines that such activity does
not violate the Purpose of this Conservation Easement and either enhances or does not impair the
Conservation Values .
Notwithstanding the foregoing, the Holder and the Grantor have no right or power to agree to
any activity on the Protected Property that is inconsistent with the Purpose of this Conservation
Easement.
2 . Review Period. Whenever a consent or approval is required from either the Grantor or
the Holder, the party seeking the consent or approval shall send a written request for such
consent or approval to the other party as specified in Paragraph 8 of Section M hereof', and such
other party shall respond to the request within thirty (30) business days of its receipt. In the
event that the consenting or approving party fails to respond within the thirty (30) business day
period, its consent or approval shall be implied, provided, however, that no consent or approval
shall be implied for any activity on the Protected Property that is inconsistent with the Purpose of
this Conservation Easement.
K. THE GRANTORS ' REPRESENTATIONS AND WARRANTIES
1 . Title . The Grantor covenants, represents, and warrants the following :
(a) That the Grantor is the sole owner and is lawfully seized of the Protected Property
in fee simple and has good right to grant and convey this Conservation Easement;
(b) That the Protected Property is free and clear of any and all encumbrances,
including but not limited to a mortgage or mortgages covering all or any part of
the Protected Property ;
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(c) That the Holder shall have the use of and enjoy all of the benefits derived from
and arising out of this Conservation Easement; and
(d) That there is no pending or threatened litigation in any way affecting, involving,
or relating to the Protected Property .
2 . No Control of Protected Property by Holder. Nothing in this Conservation Easement
shall be construed as giving rise, in the absence of a judicial decree, to any right or ability to
Holder to exercise physical or managerial control over the day-to-day operations of the Protected
Property, or any of Grantor' s activities on the Protected Property, or otherwise to become an
operator with respect to the Protected Property within the meaning of The Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"),
and any corresponding state statute .
3 . Federal, State and Local Laws. Grantor covenants, represents and warrants that the
Protected Property shall at all times comply with the requirements of all Federal, State, and local
laws, regulations, and requirements applicable to the Protected Property, and all regulations
promulgated by any authorized body pursuant thereto .
4 . Environmental Representations. The Grantor covenants, represents, and warrants that,
after investigation and to the best of their knowledge :
(a) No substance defined, listed, or otherwise classified pursuant to any federal, state, or local
law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the
air, water, or soil, or in any way harmful or threatening to human health or the environment
exists or has been released, generated, treated, stored, used, disposed of, deposited, abandoned,
or transported in, on, from, or across the Protected Property ;
(b) There are not now any underground storage tanks located on the Protected Property, whether
presently in service or closed, abandoned, or decommissioned, and no underground storage tanks
have been removed from the Protected Property in a manner not in compliance with applicable
federal, state, and local laws, regulations, and requirements; and
(c) If, at any time, there occurs, or has occurred, a release in, on, or about the Protected Property
of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal,
state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise
contaminating to the air, water, or soil, or in any way harmful or threatening to human health or
the environment, Grantor shall take all steps necessary to assure its containment and remediation,
including any cleanup that may be required, unless the release was caused by Holder, in which
case Holder shall be responsible .
L . GENERAL PROVISIONS
1 . Costs . The Grantor retains all responsibilities and shall bear all costs and liabilities of
any kind related to the ownership, operation, upkeep, and maintenance of the Protected Property,
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including the maintenance of adequate comprehensive general liability insurance coverage .
Grantor remains solely responsible for obtaining any applicable governmental permits and
approvals for any construction or other activity or use permitted by this Conservation Easement,
and all such construction or other activity or use shall be undertaken in accordance with all
applicable federal, state, and local laws, regulations, and requirements. The Grantor shall keep
the Protected Property free of any liens arising out of any work performed for, materials
furnished to , or obligations incurred by the Grantor.
2 . No possessory Rights . Grantor acknowledges that Holder has neither possessory rights in
the Protected Property, nor any responsibility to control, maintain, or keep up the Protected
Property . Grantor shall retain all responsibilities and shall bear all costs and liabilities of any
nature related to the ownership, operation, upkeep, improvement, and maintenance of the
Protected Property .
3 . Taxes . If Grantor has an obligation to pay taxes, Grantor shall pay before delinquency all
taxes, assessments, fees, and charges of whatever description levied on or assessed against the
Protected Property by competent authority (collectively "taxes"), including any taxes imposed
upon, or incurred as a result of, this Conservation Easement, and shall furnish Holder with
satisfactory evidence of payment upon request.
4 . Subsequent Transfers. The Grantor agrees to incorporate the terms of this Conservation
Easement by reference in any deed or other legal instrument by which it divests itself of either
the fee simple title or possessory interest in all or a portion of the Protected Property . The
Grantor also agrees to notify the Holder in writing of any such transfer. The failure of the
Grantor to perform any act required by this paragraph shall not impair the validity of this
Conservation Easement or limit its enforceability in any way .
5 . Successors . The covenants, terms, conditions, and restrictions of this Conservation
Easement shall be binding upon and inure to the benefit of the parties hereto and their respective
personal representatives, heirs, successors, and assigns and shall continue as a servitude running
in perpetuity with the Protected Property . The terms "Grantor" and "Holder," wherever used
herein, and any pronouns used in place thereof, shall include, respectively, the above-named
Grantor and her personal representatives, heirs, successors, and assigns, and the above-named
Holder and its successors and assigns.
6 . Merger. The Grantor and the Holder agree that the terms of this Conservation Easement
shall survive any merger of the fee and easement interest in Protected Property .
7 . Notices . Any notice , demand, request, consent, approval, or communication that either
party desires or is required to give to the other under the terms of this Conservation Easement
shall be in writing and either served personally or sent by registered or certified mail, postage
prepaid, to the following addresses, or such other address as either party may hereafter specify
by written notice to the other :
GRANTOR:
5348 Timuquana Rd.
Jacksonville, Florida 32210
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HOLDER:
The Public Trust Environmental Legal Institute of Florida, Inc .
2029 North Third Street
Jacksonville Beach, FL 32250
8 . Annual Inspections . The Holder has the right to schedule annual inspections of the
Protected Property to determine compliance with the terms of this Conservation Easement. In
doing so, as long as Holder believes that the Grantor has not violated the terms of this
Conservation Easement, the Grantor will be provided with no less than seven (7) days ' written
notice of any such inspection, and the Grantor will have the right to accompany the Holder on
such inspection trips .
9 . Re-recording . The Holder is authorized to record or file any notices or instruments
appropriate to assuring the perpetual enforceability of this Conservation Easement in the official
public records of Duval County, Florida, and the Grantor agrees to execute, acknowledge, and
deliver such further instruments as may be reasonably required to assure the perpetual
enforceability of this Conservation Easement.
10 . Severability. If any provision of this Conservation Easement or the application thereof to
any person or circumstance is found to be invalid, the remainder of the provisions of this
Conservation Easement and the application of such provisions to persons or circumstances other
than those as to which it is found to be invalid shall not be affected thereby .
11 . Liberal Construction. Any general rule of construction to the contrary notwithstanding,
this Conservation Easement shall be liberally construed in favor of the grant to affect the purpose
of this Conservation Easement. If any provision in this instrument is found to be ambiguous, an
interpretation consistent with the purpose of this Conservation Easement that would render the
provision valid shall be favored over any interpretation that would render it invalid.
12 . Captions . The captions herein have been inserted solely for convenience of reference, are
not a part of this Conservation Easement, and shall have no effect upon its construction or
interpretation.
13 . Counterparts . This agreement may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute a single instrument.
14 . Transfer of Initial Grantor' s Interest. Larry W. Parks shall have the right to convey the
Protected Property subject to the terms and conditions of this Conservation Easement. Larry W.
Parks shall be fully, absolutely and unconditionally released from the performance of Larry W.
Parks' obligations, duties and responsibilities arising subsequent to Larry W. Parks' conveyance
of all his rights, title, and interests in the Protected Property . Larry W. Parks shall not be liable
for any obligation hereunder arising after transfer of all his interest in the Protected Property, and
subsequent to any such transfer, the Holder shall look solely and exclusively to the new fee
simple owner of the Protected Property to perform all of the obligations, duties, liabilities, and
responsibilities of Larry W. Parks hereunder .
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15 . State Action. This Conservation Easement does not obligate the City of Atlantic Beach
to defend any action by the State of Florida to ownership of all or a portion of Protected
Property .
TO HAVE AND TO HOLD this Conservation Easement, together with all and singular the
appurtenances and privileges belonging or in any way pertaining thereto, either in law or in
equity, either in possession or expectancy, for the proper use and benefit of the Holder forever.
IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed on the day
and year aforesaid.
Signed, sealed and delivered
in the presence of:
Print: Larry W. Parks
Print:
STATE', OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me this of , 2013 ,
by Larry W. Parks, a single man, who ( ) is personally known to me ; ( ) has produced a
Driver' s License as identification; or ( ) has produced a
as identification .
Notary Signature
(NOTARY S Fi;AL) Print Name :
Notary Public, State and County Aforesaid
My commission expires :
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