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2017-035 CSX 6737 Southpoint Drive So. (S/C J915) REAL PROPERTY Jacksonville,FL 32216 (904)279-3869 Telefax(904)245-4521 Bruce_McMahon@CSX.com Bruce McMahon Manager—Real Estate Services February 27,2017 VIA ELECTRONIC MAIL Mr.Darren Gray,City Manager 685 West Montrose Street Clermont,Florida 34711 Re: City of ClermontCSX Transportation,Inc. 2016-2829/RMK Dear Mr.Gray: This has reference to Purchase-Sale Agreement dated October 25, 2016, and accepted November 28, 2016, between the City of Clermont and CSX Transportation, Inc., covering 1.48 acres of land at Clermont, Lake County,Florida. Seller and Buyer desire to modify the terms of said Purchase-Sale Agreement by extending the Closing to March 29,2017. All other terms and conditions of said Purchase-Sale Agreement shall remain in full force and effect. Please evidence your concurrence to the foregoing by signing a copy of this letter and returning via fax to the number shown above,which copy shall be considered an original for our records. If desired,you may return an original signed copy to us. We look forward to continuing to work with you toward closing this transaction as soon as possible. Sincerely, CSX TRANSPORTATION,INC. By: CSX Real Property,Inc., signing as agent on behalf of Tr,. .. - ,. I� 11/4111 c McMahon Manager—Real Estate Services ACCEPTED this got day of m ,2017. CITY OF k` By: Print Name: armlet Gray Print Title: CIAO MCONC. cc: Damien D'Anna(via email) NOTICE OF ASSIGNMENT TO: CITY OF CLERMONT FROM: CSX TRANSPORTATION, INC. Please be advised that on or about April 6, 2017, CSX TRANSPORTATION, INC. assigned to WELLS FARGO BANK, N.A., as Intermediary, all CSX TRANSPORTATION INC.'s rights and i erest 'n and under the PURCHASE SALE AGREEMENT("the Agreement") made as of Id , 017 , between CSX TRANSPORTATION, INC., as Seller and CITY OF C ERMONT,as Buyer. This assignment was made for the sole purpose of effectuating a transfer of rights with respect to the subject property to meet the requirements of Treasury Regulation §1.1031(k)-I(g)(4)(v). Notwithstanding this assignment, all covenants, indemnities, representation, warranties and obligations between CSX TRANSPORTATION, INC., on the one hand, and CITY OF CLERMONT, on the other hand, under the Agreement shall continue to run directly between the Exchangor, on the one hand, and the Buyer, on the other hand, to the same extent as set forth in the Agreement. CITY OF CLERMONT, hereby acknowledge(s) receiving this Notice of Assignment on the date set forth below. CSX TRANSPORTATION, I C. By: g&1 LZ))(9;() hantel N. Davis President—CSX Real Property, Inc. Dated: ,�'(�'�(,(, /v(2011 CITY OF CL ONT By: Darr Gray, City Manager Dated: S I a- 1 I r