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HomeMy WebLinkAboutAssignment of Lease AFTER RECORDATION, PLEASE RETURN TO: ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6th Floor Pittsburgh, PA 15222 (412) 394-5400 BU Number 5800427 {B0468089.1} ASSIGNMENT AND ASSUMPTION OF SITE LEASE for the Tower Site located at: Tower Site: Beth’s Song Street: 6425 Russakis Road City: Ft. Pierce County: St. Lucie State: Florida between PJ DEVELOPMENT, LLC, as “Assignor” and TOWER DEVELOPMENT CORPORATION, as “Assignee” 1 BU Number 5800427 {B0468089.1} ASSIGNMENT AND ASSUMPTION OF SITE LEASE (PJ Development – Beth’s Song) THIS ASSIGNMENT AND ASSUMPTION OF SITE LEASE (this “Assignment”) is hereby made and entered into as of the 25th day of May, 2011 (the “Closing Date”), by and between PJ DEVELOPMENT, LLC, a Florida limited liability company, with its principal place of business located at 7341 Westport Place, Unit A, West Palm Beach, Florida 33413 (“Assignor”), and TOWER DEVELOPMENT CORPORATION, a Maryland corporation, having a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (“Assignee”), by and through its attorney-in-fact, CROWN CASTLE USA INC., a Pennsylvania corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (“Crown”). RECITALS A. Assignor and Russakis Investments, LLC, a Florida limited liability company (the “Landlord”), entered into that certain Lease Agreement dated March 16, 2010 (the “Site Lease Agreement”), as amended by that certain Agreement Regarding Lease dated May 24, 2011 and recorded in the public records of St. Lucie County, Florida (the “Estoppel”), pursuant to which Assignor leased from Landlord certain real property owned by Landlord located in St. Lucie County, Florida and by which Landlord granted Assignor certain access and utility easements (the “Leased Premises”). The Leased Premises are hereinafter further described on Exhibit A attached hereto. B. Assignor and Landlord executed a Memorandum of Agreement evidencing the existence of the Site Lease Agreement which was recorded in the public records of St. Lucie County, Florida on December 6, 2010 at Official Records Book 3251, Page 1106 (the “Memorandum of Lease”) (the Site Lease Agreement, as amended by the Estoppel, and the Memorandum of Lease collectively referred to herein as the “Site Lease”). C. On or about November 20, 2007, Assignor and Crown entered into a Master Asset Purchase Agreement (the “Asset Purchase Agreement”) and a Tower Build Affiliate Agreement (the “Affiliate Agreement”) pursuant to which, among other matters, Assignor agreed to assign its interest in the Site Lease to Crown or its assignee, as more specifically set forth herein and in the Asset Purchase Agreement. This Assignment is being delivered pursuant to the Asset Purchase Agreement and the Affiliate Agreement. D. Pursuant to that certain Amended and Restated Tower Facility Development and Acquisition Agreement effective as of May 29, 2009 (the “Development and Acquisition Agreement”), and other transactional documents relating thereto, by and between Crown and Assignee, among others, Crown has previously assigned its rights to acquire the Site Lease to Assignee. 2 BU Number 5800427 {B0468089.1} E. Pursuant to that certain Limited Power of Attorney dated July 16, 2010 (the “Limited Power of Attorney”), a copy of which is attached hereto as Exhibit B, by and between Crown and Assignee, Crown is authorized to review, negotiate, and execute this Assignment on Assignee’s behalf. F. Assignor desires to assign the Site Lease to Assignee, and Assignee desires to assume certain rights and obligations under the Site Lease. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, each to the other in hand paid, and the premises and covenants hereinafter set forth, Assignor and Assignee agree as follows, intending to be legally bound hereby: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Any capitalized terms not defined herein shall have those meanings as set forth in Exhibit A to the Affiliate Agreement. 2. Assignment of Site Lease. Subject to Section 3 below, Assignor hereby grants, conveys, sells, assigns, transfers and delivers to Assignee all of its rights, title, interest, duties and obligations under the Site Lease (free and clear of all Encumbrances, except Permitted Encumbrances). In addition, Assignor hereby grants, conveys, assigns, transfers and delivers to Assignee: (a) all of Assignor’s rights to easements and/or licenses which authorize ingress and egress to the Leased Site described in the Site Lease and/or placement of guy wires, anchors and utilities; and, (b) all other rights, privileges and appurtenances including, without limitation, Appurtenant Rights owned by Assignor, reversionary or otherwise, and in any way related to the Site Lease. 3. Assumption of Assumed Liabilities. Assignee hereby accepts the assignment of the Site Lease as herein set forth, and assumes, and otherwise agrees to pay, satisfy and discharge all Liabilities of Assignor under the Site Lease, but only to the extent that such Liabilities are expressly identified as Assumed Liabilities in Section 4.1 of the Asset Purchase Agreement. Notwithstanding the assumption of the Assumed Liabilities with respect to the Site Lease as set forth above, nothing herein shall be deemed or construed to relieve Assignor, or to be an assumption by Assignee, of any Retained Liability or of any Liability arising from any event, condition, occurrence or other matter which is the subject of a Default by Assignor of a representation, warranty or covenant contained in the Asset Purchase Agreement, irrespective of whether such Liability arises or matures on, before or after the Closing Date. 4. Reliance on the Limited Power of Attorney. Crown is authorized to review, negotiate, and execute this Assignment pursuant to the rights granted it by Assignee pursuant to the Development and Acquisition Agreement and the Limited Power of Attorney. Assignor is entitled to accept and rely on the Limited Power of Attorney as proof that Crown is duly authorized to review, negotiate, and execute this Assignment for and on behalf of Assignee. As of the effective date of this Assignment, the Limited Power of Attorney is in full effect and has not been revoked by Assignee. 3 BU Number 5800427 {B0468089.1} 5. Execution and Counterparts. To facilitate execution, the parties hereto agree that this Assignment may be executed and telecopied or emailed to the other party and that the executed telecopy or emailed document shall be binding and enforceable as an original; provided, however, that at least one original signature of Assignor shall be provided to Assignee for recordation purposes. This Assignment may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 6. Further Assurances; Recordation. The parties hereby covenant and agree to execute and have executed all such further assignments, instruments of transfer and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary or appropriate in order to accomplish more fully and effectively the assignment and assumption of the Site Lease contemplated hereby. Assignor and Assignee acknowledge that this Assignment will be recorded, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded. [The remainder of this page is left blank intentionally.] BU Number 5800427 {B0468089.1} EXHIBIT A Leased Premises PARENT PARCEL THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1 /2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, LESS THE EAST 70 FEET FOR CANAL RIGHT -OF-WAY, IN SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA. TOWER PARCEL A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 70.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 58.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1365 ACRES OR 5950 SQUARE FEET, MORE OR LESS. FALL ZONE EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 70.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0390 ACRES OR 1700 SQUARE FEET, MORE OR LESS. INGRESS, EGRESS AND UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BU Number 5800427 {B0468089.1} COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 73.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°18'34" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.85 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0159 ACRES OR 696 SQUARE FEET, MORE OR LESS. UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE O F 34.79 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.79 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 542.49 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°41'26" WEST, A DISTANCE OF 10.00 FEET; THENCE NORTH 00°18'34" WEST, A DISTANCE OF 530.45 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 39.75 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 12.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1355 ACRES OR 5901 SQUARE FEET, MORE OR LESS. BU Number 5800427 {B0468089.1} EXHIBIT B Limited Power of Attorney [See Attached Pages] AFTER RECORDATION, PLEASE RETURN TO: ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6th Floor Pittsburgh, PA 15222 (412) 394-5400 {B0468090.1}BU Number 5800427 ASSIGNMENT AND ASSUMPTION OF TOWER LEASE/LICENSE (PJ Development – Beth’s Song) THIS ASSIGNMENT AND ASSUMPTION OF TOWER LEASES/LICENSES (this “Assignment”) is hereby made and entered into as of the 25th day of May, 2011 (the “Closing Date”), by and between PJ DEVELOPMENT, LLC, a Florida limited liability company, with its principal place of business located at 7341 Westport Place, Unit A, West Palm Beach, Florida 33413 (“Assignor”), and TOWER DEVELOPMENT CORPORATION, a Maryland corporation, having a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (“Assignee”), by and through its attorney-in-fact, CROWN CASTLE USA INC., a Pennsylvania corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (“Crown”). A. Assignor entered into that certain tower lease/license identified on Exhibit A attached hereto (the “Tower License”) with respect to that certain Tower Site located in St. Lucie County, Florida and described further on Exhibit B attached hereto. B. Assignor or its respective Tower License customer recorded a Memorandum of Agreement with respect to each Tower License with the Clerk of St. Lucie County, Florida. The recording information for each Memorandum of Agreement is identified on Exhibit A. C. On or about November 20, 2007, Assignor and Crown entered into a Master Asset Purchase Agreement (the “Asset Purchase Agreement”) and a Tower Build Affiliate Agreement (the “Affiliate Agreement”) pursuant to which, among other matters Assignor agreed to assign its interest in the Tower Licenses to Crown, and Crown agreed to assume certain rights and obligations under the Tower Licenses, as more specifically set forth herein and in the Asset Purchase Agreement. This Assignment is being delivered pursuant to the Asset Purchase Agreement and the Affiliate Agreement. D. Pursuant to that certain Amended and Restated Tower Facility Development and Acquisition Agreement effective as of May 29, 2009 (the “Development and Acquisition Agreement”), and other transactional documents relating thereto, by and between Crown and Assignee, among others, Crown has previously assigned its rights to acquire the Tower Licenses to Assignee. E. Pursuant to that certain Limited Power of Attorney dated July 16, 2010 (the “Limited Power of Attorney”), a copy of which is attached hereto as Exhibit C, by and between {B0468090.1}BU Number 5800427 2 Crown and Assignee, Crown is authorized to review, negotiate, and execute this Assignment on Assignee’s behalf. OPERATIVE PROVISIONS NOW, THEREFORE, for and in consideration of the sum of $10.00, the mutual covenants and conditions contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Any capitalized terms not defined herein shall have those meanings as set forth in Exhibit A to the Affiliate Agreement. 2. Assignor hereby grants, conveys, sells, assigns, transfers and delivers to Assignee all of its right, title and interest in and to the Tower License free and clear of all Encumbrances, except Permitted Encumbrances. Assignee hereby accepts the assignment of the Tower License, and hereby assumes, and otherwise agrees to pay, satisfy and discharge all Liabilities of Assignor under the Tower Licenses, but only to the extent that such Liabilities are expressly identified as Assumed Liabilities in Section 4.1 of the Asset Purchase Agreement. Notwithstanding the assumption of the Assumed Liabilities with respect to the Tower License as set forth above, nothing herein shall be deemed or construed to relieve Assignor, or to be an assumption by Assignee, of any Retained Liability or of any Liability arising from any event, condition, occurrence or other matter which is the subject of a Default by Assignor of a representation, warranty or covenant contained in the Asset Purchase Agreement, irrespective of whether such Liability arises or matures after the Closing Date. 3. Crown is authorized to review, negotiate, and execute this Assignment pursuant to the rights granted it by Assignee pursuant to the Development and Acquisition Agreement and the Limited Power of Attorney. Assignor is entitled to accept and rely on the Limited Power of Attorney as proof that Crown is duly authorized to review, negotiate, and execute this Assignment for and on behalf of Assignee. As of the effective date of this Assignment, the Limited Power of Attorney is in full force and effect and has not been revoked by Assignee. 4. To facilitate execution, the parties hereto agree that this Assignment may be executed and telecopied or emailed to the other party and that the executed telecopy or emailed document shall be binding and enforceable as an original; provided, however, that at least one original signature of Assignor shall be provided to Assignee for recordation purposes. This Assignment may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 5. The parties hereby covenant and agree to execute and have executed all such further assignments, instruments of transfer and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary in order to accomplish more fully and {B0468090.1}BU Number 5800427 3 effectively the assignment and assumption of the Tower License contemplated hereby. Assignor and Assignee acknowledge that this Assignment will be recorded, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded. [The remainder of this page is left blank intentionally.] {B0468090.1}BU Number 5800427 EXHIBIT “A” TOWER LICENSES AND APPLICABLE RECORDING INFORMATION 1. Tower License: That certain Communication Site Lease Agreement dated October 7, 2010, by and between PJ Development, LLC, a Florida limited liability company, as Lessor, and New Cingular Wireless PCS, LLC a Delaware limited liability company, as Lessee. Recordation Information: Memorandum of Agreement recorded on December 6, 2010, at Book 3251, Page 1102, with the Clerk of St. Lucie County, Florida. {B0468090.1}BU Number 5800427 EXHIBIT “B” IDENTIFICATION OF TOWER SITE AND TOWER SITE LEGAL DESCRIPTION PARENT PARCEL THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, LESS THE EAST 70 FEET FOR CANAL RIGHT-OF-WAY, IN SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA. TOWER PARCEL A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30 '34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING S AID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 7 0.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 58.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1365 ACRES OR 5950 SQUARE FEET, MORE OR LESS. FALL ZONE EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF T HE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTIN G SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30 '34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 70.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0390 ACRES OR 1700 SQUARE FEET, MORE OR LESS. {B0468090.1}BU Number 5800427 INGRESS, EGRESS AND UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 73.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°18'34" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89 °30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.85 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0159 ACRES OR 696 SQUARE FEET, MORE OR LESS. UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.79 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 542.49 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°41'26" WEST, A DISTANCE OF 10.00 FEET; THENCE NORTH 00°18'34" WEST, A DISTANCE OF 530.45 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 39.75 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 12.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1355 ACRES OR 5901 SQUARE FEET, MORE OR LESS. {B0468090.1}BU Number 5800427 EXHIBIT “C” LIMITED POWER OF ATTORNEY [SEE ATTACHED PAGES]