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Home My WebLink AboutFINAL TANK INSPECTION^a Joe Cicio SCANNED FV From:. *9tLUC1Q0Q1Mb/Arline <JArline@F Sent: Friday, October 28, 2016 9:1 To: Joe Cicio Subject: FW: Racetrac 8630 US HWY Third try. .org> AM PSL: PBC ERM Final Tank Inspection. From: Jonathan Arline Sent: Thursday, October 27, 2016 5:30 PM To: 'Cicio]@stlucievo.org' Subject: RE: Racetrac 8630 US HWY 1, PSL: PBC ERM Final Tank Inspection. Second try. From: Jonathan Arline Sent: Thursday, October 27, 2016 5:25 PM To: 'cicioj@stiucievo.org' Subject: Racetrac 8630 US HWY 1, PSL: PBC ERM Final Tank Hi Joe, The final went well; I checked every shear valve anchor bol secondary piping ports open, sensors set at sump bottom, inventory probes wiring, tank interstitial sensor wiring & bri Buckets, Drop Tubes with Flapper Valves, High Fuel Alarm Tank Monitor Liquid Sensor status representing all the sens checked all containment sumps (for piping leaks, e Leak Detectors present), I inspected all levels, Vapor recovery poppet works, Spill rking, all outside E-Stops tested and worked, locations. One major problem was the Fountain Dispenser was not working; I really needed just a little cold Cherry Coke. Maybe next time. Thanks. i Jonathan Arline Palm Bch. County Dept. Environmental Resources Management Storage Tank Regulation 2300 North Jog Rd., 4th floor, West Palm Bch., FL 33411I2743 Tel. (561)-233-2535. FAX: (561) 233 2414 E-mail: jarline@pbcgov.org OCT 2 8 OECD D Under Florida law, e-mail addresses are public records. If you'do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. F Joe Cicio From: Richard Hoaglin <rhoaglin quniversalengineering.com> Sent: Monday, May 09, 2016 4:01 PM To: Steve Carlson; Joe Cicio Subject: Racetrac Savannah Bearing test report Attachments: 0310.1600172.0000 050916 Transmittal - Racetrac #1136 - PSL Savannah Club.pdf Please see attached revised transmittal. We understand that tl bearing values between the structural and civil drawings. For t on page SW-1 of the civil drawings by error to reference the rel foundation soils were tested and found to be quite dense with on attached. Richard E. Hoaglin, P.E. Regional Manager East Central Florida Region Universal Engineering Sciences, Inc. 820 Brevard Ave, Rockledge, FL 32955 321-638-0808 845 S. Kings Hwy, Ft. Pierce, FL 34945 772-461-9815 Cell 321-223-9758 rhoaglin@universalengineering.com www.universalengineering.com ire is a conflict on the plans that call out two different e report, our inspectors were using foundation note 2 fired bearing pressure. The building and garbage pad n allowable bearing also in excess of 2500 psf as stated This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteceloudlcom i 4,:l UNANIMOUS WRITTEN CONSENT OF THE COMPANIES LISTED ON' ,RD OF DIRECTORS OF THOSE CERTAIN ATTACHED EXHIBIT A The undersigned, being all of the members of the Board of Directors for those certain companies listed on the attached Exhibit "A" (said .compaanr}ies being hereinafter referred to collectively 'as the "Companies" and each as a "Company"), do hereby consent to and adopt ,the following resolutions, which actions shall have the same force and effect as if they were approved and adopted at meetings of the Board of Directors for the Companies duly c4ied and held. WHEREAS; the Companies have 'established a committee of the Board of Directors for each respective Company to authorize each Compa�y's purchase, sale) lease and encumbrance of improved and unimproved real property from ,time to time, said committee for each Company being called the Acquisition and Disposition Committee (each being referred to herein as the `A&D Committee" sand collectively as the "A&D Committees"); / WHEREAS, the A&D Committees have been authorized by Unanimous Written Consent of the Board of Directors of each of the Companies to approve the purchase, sale, leasing and encumbering of improved and unimproved real property,/and to execute such documents (including, without limitation, -purchase and sale agreements, deeds, leases and easements) as may be necessary to effectuate the foregoing; WHEREAS, the undersigned also constitute all of the members of the respective A&D Committees for each of the Companies: WHEREAS, the undersigned have determined that it is in the best interests of the Companies and the A&D Committees to streamline lhe:approval process for such transactions. NOW, THEREFORE, the members of the'Board of Directors of the Companies do hereby adopt the following resolutions, each effective as of May 13. 2014; and RESOLVED, that either or any of the Companies' officers listed on Exhibit "B" (collectively the "Authorized Officers" and individually each an "Authorized Officer"), are hereby authorized, empowered and directed for and on behalf of the Companies and the A&D Committees,, and in their names, to enter into, execute,/arid deliver on behalf of the Companies any and all of the agreements and other documents as set forth on said Exhibit "B", and the Board of Directors hereby ratifies and confirms any and all such actions; and/ FURTHER RESOLVED, that each person named on Exhibit "C" is an Authorized Officer and holds the office opposite his/her name, that the members of the Board of Directors are familiar with the signatures of the Authorized Officers, and the signatures set forth on Exhibit "C" next to each of the Authorized Offer's name is such Authorized Officer's genuine signature. 'Each Authorized Officer is authorized to execute and deliver such agreements as described in the foregoing resolutions. FURTHER RESOLVED, 'that this .unanimous written consent may be executed in one or more counterparts, each of which shall constitute an original, and all of which shall together constitute one and the same instrument. [Signatures begin on next page.] :-w Dated: May 13, 2014. Bolch Moran Zenker Robert L Dumbacher :I m ITT". !�c.�'Bass i I fi " EXI�BIT A COMPARES ENTITY TYPE OF JURISDICTION OF ACQUISITION & MEMBERS OF THE ENTITY INCORPORATION DISPOSITION BOARD OF COMMITTEE DIRECTORS MEMBERS RaceTrac Petroleum, Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Inc. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Andalusia Properties, Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Inc. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Del Lago Ventures, Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Inc. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Gingercrest, Inc. Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Mesquite Creek Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Development, Inc. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous I Melanie Bolch Isbill Jordan Bass Bolch Mountainprize, Inc. Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Zenker Robert J. Dumbacher Bill MilamSusan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill I Jordan Bass Bolch ENTITY TYPE OF JURISDICTION OF ACQUISITION & MEMBERS OF THE ENTITY INCORPORATION DISPOSITION BOARD OF COMMITTEE DIRECTORS MEMBERS Pecos Pointe, Inc. Corporation Texas Allison Bolch Moran Carl Bolch, Jr. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Pepperwood, Inc. Corporation Georgia (Allison Bolch Moran Carl Bolch, Jr. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Southern Cornerstone, Corporation Georgia Allison Bolch Moran Carl Bolch, Jr. Inc. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch Shell Coast, Inc. Corporation Texas Allison Bolch Moran Carl Bolch, Jr. Max Lenker Allison Bolch Moran Robert J. Dumbacher Max Lenker Robert J. Dumbacher Susan Bass Bolch Natalie Bolch Morhous Melanie Bolch Isbill Jordan Bass Bolch ,DOCK;,? -NTITYPE AUTHORIZED,O)F�FICERS_ .�;] (1) Contracts and leases (and amendments thereto) for the acquisifIion, Chief Executive Officer disposition and leasing of real property that have been approved by President the A&D Committee; Chief Operating Officer (2) Escrow Agreements for real property acquisitions, dispositions or Chief Financial Officer or Treasurer Chief Supply Officer development; General Counsel (3) Conveyance, closing and other ancillary documents which are (and which contain only those obligations which are) contemplated by a contract or lease that was previously approved by the A&D Committee (including, without limitation, deeds, leases, memoranda of lease, affidavits, easements, plats and closing statements); AUTHORIZED AS TO THE FOLLOWING COMPANIES: NAME Allison Bolch Moran Max Lenker Bill Milam Robert J. Dumbacher Max E. McBrayer, Jr. Joseph H. Akers O PECOS SHELL TITLE Chief Executive Officer President/Assistant Secretary Chief Operating Officer Chief Financial Officer Chief Supply Officer General Counsel/Assistant Secretary iIGNATURES A PROPERTIES, INC. VENTURES, INC., EST, INC. CREEK DEVELOPMENT, INC. 4PRU E, INC. NTE, INC. OD, INC. PETROLEUM, INC. f CORNERSTONE, INC. 1ST, INC. SIGNATURE REAL ESTATE PURCHASE CONTRACT" THIS REAL ESTATE PURCHASE CONTRACT (this 'Contracr) is by and between DEL LAGO VENTURES, INC., a Georgia corporation (°Purchaser") and C.OMMUNITrY SAVANNA CLUB JOINT VENTURE - Dolaware general partnership (`Seger'. in consideration for the mutual covenants herein contained, for and for other good and valuable consideration, the receipt and sufficlency 6f which is hereby acknowledged, Purchaser and Seller hereby agree as follows, 1. CONTRACT PROPERTY. Purchaser agrees t upon the terns set forth herein, the real property located in described in Exhibit A attached hereto (the 'Land°), together wl all of Seller's interest, if any and pertaining to the Land only, benefiting or pertaining thereto (collectively, the "Contract Pro Seller's right, title and interest, If any and pertaining to the roadways, alleys, sidewalks and/or rights -of -way adjacent to the 2. PURCHASE PRICE. The purchase price for ,00ths Dollars ;the nosing toennea oeHawJ.- buy and Seiler agrees to sell, for the consideration and he State of Florida, County of Saint Lucie, and further h all improvements and fixtures now located thereon and in all appurtenances, rights, privileges, and easements erV). Seiler also agrees to convey to Purchaser all of and only, in and to any existing or proposed streets, 'ontract Property. 3. EARNEST MONEY. Purchaser shall deliver to 't no/100ths Dollars Earnest Money (the 'Earnest K Date (deflned below). At the time the sale is consummated. tl payment of the Purchase Price, or (ii) refunded to Purchaser, in wt (less any adjustments as provided herein) at Closing. Purchaser in Purchaser's sole discretion. Any interest earned on the investmi applied for the benefit of Purchaser. if the sale is not consumma Earnest Money as full liquidated damages and Purchaser shal hereunder, except for any items that survive the termination of this consummated for any other reason, then the Earnest Money sir request less one dollar ($1.00), which shall be paid to Seller as 1 granted Purchaser pursuant to Paragraph 5. 4. CLOSING. The dosing of the purchase and sale with the Title Company. as escrow agent (which may occur in pe earlier to occur of (i) the date of issuance of the Permits, and (ii) e below, (the 'Closing!) (Purchaser and Seller also may schedule acceptable to them by Purchaser and Seller executing an amens At Closing..Seller shall convey title by Special Warranty Deed in 1 shall be unoccupied and free of any right of possession by any. I all liens, encumbrances, easements and restrictions of every nat as defined in. Paragraph 6 below. Contract Property shall Ire; chase PrIWO), payable by cash -or certified -funds at - Title Company (defined below)', mey7) within five (5) business days after the Contract i Earnest Money shall either be: (1) applied as part ih case Purchaser shall pay the entire Purchase Price all have the exclusive right to choose option (n or (11), t of the Earnest Money by the Title Company shall be d due to Purchaser's default, Seller shall receive the be relieved from all further liability and obligations. antral as expressly set forth herein. If the sale Is not be immediately returned to Purchaser upon written psent, good and valuable consideration for the rights ie Contract Property shall be held through an escrow i or by mail), on the fifteenth (15th) day following the ation of the Permit Period as set forth in Paragraph 5 Closing at another time and place that is mutually nt to this Contract setting forth'such time and place). i acceptable to Purchaser, and the Contract Property r other than Purchaser and shall be free and clear of and description, except for the Permitted Exceptions 5. FEASIBILJTY PERIOD. A. Purchaser shall have a period of one hundred twenty (120) days from the Feasibility Commencement Date (as hereinafter defined), (the 'Feasibility Period°) to complete an investigation of the Contract Property (and any related easements) to determine the suitability thereof. Purchaser is hereby authorized to enter upon such property after the acceptance of this Contract for the purpose of malting such surveys, examinations and tests, including (but not limited to) environmental tests. investigation of wetlands, title, zoning and all other matters incidental to the condition, ownership or use of such property, each as Purchaser may determine to be necessary or desirable (collectively. the 'Tests`); provided, however, that soll borings, Phase 2 environmental testing and/or other invasive or intrusive environmental testing, shall not be allowed except as specified In and in accordance with the documents attached hereto and made a part hereof as Exhibit C. Purchaser shall be responsible for promptly and properly disposing of all waste materials generated as a result of the Tests, at Purchases sole cost, including but not tirmted to. disposing of any soil cuttings or collected groundwater. If any disposal requires the use of a manifest, Purchaser or its representative shall sign the manifest as the generator of the waste and shall lik on the manifest its own generator ID number. Purchaser shall umt provide Seller with copies of any environmental test or report, or provide Seller with any notification of the results or contents of such tests or reports, unless requested by Seller in writing or required by law, and In the event that Purchaser violates the foregoing, Purchaser shall indemnify Seller against any cost or liability resulting from Seller's receipt.of such test, report or notice. This subsection 5.A shall survive the dosing or termination of this Contract. G:1WPUta d Estate ConkaqWl3VUVort St. Lucie - US1 & Savm= Ciub\Aegv Wcn Shout F I Contest (S) - Savanna Club-FWAL.&= B. Seller shall cooperate with Purchaser ;s Tests. Purchaser shall have the absolute right to terminate th limited to, the condition of tide, at any time prior to the end of Seller in the form attached hereto and made a part hereof as B Earnest Money to Purchaser. Prior to the expiration of the FeEh Contract, Purchaser shad deposit "Continuation Earnest Money'). The Continuation tamest neon, added. to and considered part of the Earnest Money. Following shall remain applicable to the Purchase Price but shall become Seller's default, (b) Seller fails or refuses to cure title or surrey ( Purchaser is unable to obtain the Permits (as hereinafter defin conditions acceptable to Purchaser in Purchaser's sole dlsciet Money pursuant to any provision of Rider No. 1 below. Purcha after the expiration of the Feasibility Period (the "Permit Period) permits and approvals necessary to allow Purchaser to cons! convenience store on the Contract Property using Purchaser's and the operation of a fast food outlet (collectively, the 'Per °Permits' shall not include any building permits for the co Notwithstanding any contrary provision contained herein, in the and conditions acceptable to Purchaser prior to expiration of ti only by delivering written notice to Seiler prior to the end of the F hereof as Exhibit B. in which event Seller shall Immediately retu o as to allow Purchaser to fully and properly conduct the is Contract for any reason whatsoever, Including but not the Feasibility Period only by delivering written notice to ddblt B. in which event Seller shall immediately return all hibllity Period, provided Purchaser has not terminated this dth the Title Company (the ey snHn rn aypn.a.,....,, the Purchase Price and shall be the expiration of the Feasibility Period, all Earnest Money orion-refundable to Purchaser except in the event (a) of bjections pursuant to the terms of Paragraph 6 below, (c) 6d) prior to expiration of the Permit Period on terms and ion, or (d) Purchaser is expressly entitled to the Earnest der shalt have a period of one hundred twenty (120) days �o obtain all final (i.e. not subject to appeal) governmental t'uct and operate a twenty-four hour gas station and/or roost favored design, allowing the sale of beer and wine nits'). The foregoing notwithstanding, the definition of nstrucxion of improvements on the Contract Property. e�dnt Purchaser is unable to obtain the Permits on terms id Permit Period, Purchaser may terminate this Contract )el71t Period in the form attached hereto and made a part m ail Earnest Money to Purchaser. 6. TULE AND SURVEY. A. Purchaser shall obtain, at Purchaser's expense, a complete current oertified surrey of the Contract Property and any related easements, in a form acceptablle to Purchaser, which shall contain a legal description of the Contract Property, which description shall be used in the conveyance document(s) (provided, however, If such legal description is different than the legal description set forth on attached Exhibit A, then the Special Warranty Deed shall contain the legal description set forth on attached Exhibit A and Seller shall, in addition to the Special Warranty Deed, execute a quit claim deed in favor of Purchaser with the legal description set forth in the certified survey obtained by Purchaser). Purchaser shall provide Seller with a. copy of the surveyat no cost to Seller. B. Purchaser may obtain an ALTA Owner's Title Insurance Commitment (the "Title Commiitrnenr), issued by a title company selected by Purchaser (the `Title Company"), in which the Title Company commits that, upon delivery and recording of the deed provided for herein, the Title Company will issue a policy of owner's title insurance. Purchaser shall pay for the Owner's title insurance policy issued at*sing, and Seller shall pay all documentary stamps on the deed and all transfer and conveyance taxes and fees. Purchaser shall pay the cost of any lender's title insurance policies or We endorsements required by Purchaser, or Purchaser'sIlender. C. Purchaser may examine the title to and � surrey of the Contract Property and any related easements and may notify Seller in writing within seventy fire VS) days of the Contract Date of any title or survey matter which makes tine to the Contract Property or any related easements unmarketable or is otherwise not acceptable to Purchaser (hereinafter referred to as an "Objection). Additionally, at any time prior to Closing, Purchaser shall have the right to obtain subsequent or updated surveys or tide commilmerits, and may notify Seller in writing, within five (6) business days of receipt of such subsequent or updated survey or title commitment, of any Objection appearing therein,. which did not appear in the Title Commitment or the prior survey, in which event any such objections will be handled in the same manner as an Objection set forth in this Paragraph 6. D. in the event Seller Is notified of any Objection in accordance with Paragraph 6.0 above, Seller shall have the right but shall not be obligated, to cure any such Objection prior to Closing, provided however, that Seller shall be obligated to remove at or before Closing any mortgages) or liens (1) not caused or created by Purchaser (`Nuisance Liens") if the cost to discharge such items and to discharge any Closing Nuisance Liens (defined her einbelow) does not exceed $200.000 in the aggregate and provided that Seller is given an opportunity to bond off such liens prior to Closing, or (ii) granted by Seller or arising from work let or goods purchased by Seiler. 'If the Nuisance Liens and Closing Nuisance Liens exceed $200.000 in the aggregate, Seiler shall have the option, but not be required, to discharge or bond off such liens. Within ten (10) business days after receipt of any Objection, Seller shad deliver written notice to Purchaser informing Purchaser of whether Seller Intends to cure such Objedlon. in the event Seller fails or refuses to cure any Objection prior to Closing, Purchaser may, at Purchaser's option: (i) terminate this Contract no later'than the earlier of Closing ortwenty (20) business days after Seller provides written notice of Seller's refusal to cure any Objection, in which event the Earnest Money shall be immediately refunded to Purchaser, (IQ accept tide or survey to the.Contract Property and any related easements subject to such Objection, (tie) take such steps as Purchaser shall deem proper to remove such' -objections at Purchaser's cost, (iv) extend the time for Closing (with such extension not to exceed thirty (30) days) to allow Seller or Purchaser additional time to remove such Objections, or (v) elect any combination of (i)-(iv). In addition, &AWFUtul Estate Ccnbads)2013TLA1 mt St. Ludt - US & Savanna Cru6Wqu sedum Shan Farm Cwh=(B) - Savam C1 b-MAL.dm. Purchaser may and is hereby authorized by Seiler to pay and �c lien or any security deed, deed of trust or mortgage affecting payment of money, ff such, Ilan, security deed, deed of trust ,c ("Closing Nuisance Liens") and the cost to discharge any and exceed $200,000 in the aggregate, and provided that Seller is g (and if necessary the Closing date shall be extended by the nil such liens), or (ii) was granted by Seller or arises from work let a Title Commitment andfor by a surrey (or updates thereto) obti timely object to in accordance with this Paragraph 6, or (ii) timell timely notifies Purchaser of its intent not to cure, or (ill waives in lischarge from the proceeds due to Seller at Closing any the Contract Property which may be discharged by the it mortgage (1) was not caused or created by Purchaser all Nuisance Liens and Closing Nuisance Liens does not iven an opportunity to bond off such liens prior to Closing amber of days reasonably required for Seller to bond off r goods purchased by Seller. Any matter revealed by the pined by Purchaser, which Purchaser either (1) does not Objects to in accordance with this Paragraph 6 but Seller writing, shall be considered a "Permitted Exception 7. WARRANTIES AND COVENANTS OF SELLER. Seller represents, warrants and covenants that: A To Seller's knowledge, Seller has tide to the Contract Property in fee simple, free and dear of any liens (other than the lien of real estate taxes not yet due and Qa)r. B. Seller has the lawful right, power and at#h the terms and conditions hereof. The representations set forth in this C. Any and all easements and other rights Ibe are assignable shall be assigned to Purchaser by appropriate i n, execute and deliver with the deed such other customary Instrument 8. RIDERS. The following Riders are attached hereto s or warranty set forth in subsection 7.13 or 7.E waived or released, in writing, any applicable to or in connection with any such breach of the made a part hereof. Rider No.1 d:\WPtRed Fstate CunbwtsXM131EZ.%Port St. Lucie - USI & Savours C1ub\AcgJh. Shod Fmm Cant and (B)- Savanna Club•FINAL.doca 9. TAXES. All ad valorem taxes, personal pro assessments on the Contract Property and any related easer taxes on such easements) for the calendar year in which Purchaser as of the Closing date. Seller shall also pay all d against or with respect to such property to the date of Closli charges for recording the deed of conveyance. If the amount the previous year will be used with due allowance being m; based on an estimate4ill, at the request of either party; be provision will survive closing. y taxes on any tangible personal property and special is (to the extent that Seller Is obligated to pay any such Closing occurs shall be prorated between Seller and auent taxes, Including penalties and Interest, assessed Seller shall pay all transfer taxes and other taxes and area for the current year cannot be ascertained, rates for for improvements and exemptions. Any tax proration djusted upon receipt of current year's tax bill, and this 10. NOTICES. All, notices or requests required or1 authorized hereunder shall be in writing and shall be deemed delivered and received (1) on the first business day aft r mailing by overnight mail with a nationally -recognized overnight courier service (such as FedEx or UPS), or (ii) threeij(3) business days after mailing by certified U. S. mail, return receipt requested, or (ill) upon being sent Via facsimile (with proof of confirmed transmission sent via one of the methods described in subdause (i) or (ii) of this sentence), to the respective parties hereto as follows: To Purchaser. Del Lago Ventures, Inc. 3225 Cumberland Boulevard, Suite 100 Atlanta, Georgia 30339 Attention: General Counsel Fax No. 770-955-0985 To Seller Community Savanna Club Joint Venture c/o American Land Lease Attention: Ben Allen, General Counsel 380 Park Place Blvd, Ste 200 Clearwater, FL 33519 Fax No. 727-791-7920 With a copy to: Green Courte Partners, LLC 840 South Waukegan Road, Suite 222 Lake Forest, IL 60045 Attn: Steve Ehrlich Fax No. 847-615-1631 Dean, Mead, Minton & Zwemer 1903 South 2e Street, Suite 200 Fort Pierce, Florida 34947 Attn: W. Lee Dobbins, Esq. Fax No. 772-464-7877 or to such other address as either party shall from time to time designate to the other party by written notice. This Paragraph 10 shall survive the dosing or termination of this Contract. 11. MISCELLANEOUS. A. Certain provisions of this Contract shall survive the closing and delivery of the deed, as expressly set forth herein. B. This Contract shall Inure to the benefit of and ,bind the parties hereto, their respective heirs, executors, administrators, , personal and/or legal representatives, suocessors and assigns. This subsection 11.13 shall survive the closing or termination of this Contract. C. This Contract may be assigned by Purchaser,lto any entity which Purchaser in whole or in part owns or controls, or which owns or controls Purchaser, or Is owned or controlled by any of Purchaser's shareholders. D. Seller agrees to cooperate with Purchaser tol effect a tax -deferred exchange of the Contract Property, if Purchaser elects to utilize a tax -deferred exchange In accordance with the provisions of the section entitled "Like-10nd Exchange' on Rider 1. E. This Contract constitutes the entire agreement land understanding of the parties and the parties expressly agree to be bound hereby. This Contract may be modified Inlwriflng only (including a letter agreement without GAWP1RM Estate CwuwtM131FLT= St. Lucie - US1 & Sawa ChublAcqulsition Shari Form Cot .W (B) - Says = Ctub•FMAL.dbca notary or witness) signed by each of the parties hereto. T this Contract. F. If the date of Closing or any other then such date shall be on the first business day following s G. Time is of the essence of this 0- termination of this ContracL H. This Contract, Including the attached agreements between the parties with respect to the sale and pL this ContracL This subsection 11.H shall survive the closing or Ile I. If either party files suit against the off prevailing party shall be entitled to such parties reasonable costs defending such suit. including without limitation any appeals. Tli of this Contract. J. Seller and Purchaser acknowledge tha accrue to Purchaser by reason of Seller's default hereunder. Purchaser may enforce Seller's obligations under this Contract may elect to terminate the Contract and receive all Earnest Mor Seller default. This subsection 11.J shall survive the termination K. This Contract may be executed in multip subsection 11.E shall survive the closing or termination of e in this Contract falls on a Saturday, Sunday or holiday, holiday or weekend date. Mt. This subsection 11.G shall survive the closing or Rider, if any, supersedes all prior discussions and rchase of the Contract Property, and all other matters in Tnination of this Contract. or party to enforce Its rights under this Contract, the and attorneys fees in obtaining any such judgment or in s subsection 11.1 shall survive the closing or termination is impossible to measure the damages which would Accordingly, if Seller shall be in default hereunder, an action seeking specific performance, or Purchaser & as Purchaser's sole and exclusive remedies for any this Contract. counterparts, each of which shall be considered to be an original document L. No delay or failure by Purchaser or Selle; whether in whole or in part, in the exercise of any right hereunder shall operate as waiver thereof. This subsection 111 shall survive the closing or termination of this ContracL M. All parties acknowledge that they have/ carefully reviewed and negotiated the terms of this Contract and that the terms hereof shall not be construed against the drafting party. This subsection 11.M shall survive the closing or termination of this Contract. N. Each party agrees that (a) it has participated substantially in the negotiation and drafting of this Contract and is thoroughly aware of all of the terms of this Contract and the intent of same, and (b) all presumptions and/or burdens of proof concerning any interpretation of this Contract shall not be affected by any statutory or judicial principles casting such presumptions against and/or burdens of proof on a party responsible for the drafting and/or written form of an agreement or contracL This subsection 11.N shall survive the closing or termination of this Contract. O. 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 personslwho are exposed to it over time. Levels of radon gas 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. P. Seller and Purchaser agree that, if Closing does not occur by reason of Purchaser's default, it would be impractical and difficult to estimate the damages which teller may suffer. Therefore, Seiler and Purchaser hereby agree that the reasonable estimate of the total net detriment that Seller would suffer in the event that Purchaser defaults hereunder is and shall be, and Seller's sole remedy (whethei at law or in equity) shall be, the right to receive from the Tide Company and retain the full amount of the Earnest Money. The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within th'e meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller In the applicable event, except for any items that survive the termination of this Contract as expressly set forth herein. (Notwithstanding the foregoing, upon the occurrence of an event of default other than the failure of Purchaser to dose in a timely basis in accordance with this Contract, Seller will provide Purchaser with rKdoe specifying the default and Purchaser shall have fire (5) business Days from its receipt of such notice to cure such default as more particularly set forth In the 1paragraph in Rider 1 entitled "Right to Cure". Q. Seller shall cooperate with Purchaser (without any cost or liability to Seller) with respect to Purchaser's efforts to obtain the Permits from applicable authorities (collectively the °Authoritles') In connection with Purchaser's intended development of the Contract Property. In co Contract, an aLMor¢ation letter in the form of hEx ibit D, attached he authorizes Purchaser to present the Letter (or copies thereof) to the agrees to execute such reasonable and customary additional letters, Authorities in order to obtain the Permits. Seller shall execute such c Purchaser's request and after receipt by Seller of all documentatii therewith. In the event Seller fails to timely execute such items, th expiration of the ten (10) business day period; until such time as Pun: not authorized to, and shall not, apply for or obtain any amendment i Contract Property, any conditional use approval for the Contract Pi Property, or the annexation of the Contract Property into any City, with granted or withheld at Seller's sole discretion, unless the approval authority shall (i) become foal only after Closing'(excluding luding any Bpi nection therewith, Seller shall execute, with this do and made a part hereof ('Letter"), and hereby kuthori ies_ Without limiting the foregoing, Seller authorizations and/or applications required by the Iddional items within ten (10) business days after i reasonably requested by Seller in connection Feasibility Period shall toll, commencing on the aser receives such executed items. Purchaser is o the future land use designation or zoning of the iperty, any approval of any plat of the Contract it the Seller's prior written approval which may be if the foregoing by the applicable governmental tar period) or n be conditioned upon Purchaser G %VAI\Rcd Estate C 2W3cb*CO13WLTod St. Lucie- USl tit Savama Cbb\Aoq�on Shm t Form, Contract (B) - Savanna Cb&MAL.d,, taking title to the Contract Property. Purchaser shall dillgently fafth' efforts to deliver to Seller copies of all correspondence rel the City of Port St. Lucie, the South Florida Water Manage instrumentality (e,g, a City), promptly after Purchaser's. sending shall continue' to cooperate with Purchaser (without any cost obtain the Permits from the Authorities, provided however, the authorizations and/or applications within ten (10) business di documentation, but, instead shall be obligated to execute such request and receipt by Seller of all documentation. The forego Contract. pursue obtaining the Permits. Purchaser shall use good sting to the Contract Property, to or from St. Lucie County, anent District ,andlor any other governmental agency or or receipt of such correspondence. After Closing, Seller )r liabiifty to Seller) with respect to Purchaser's efforts to Seller shall not be required to execute additional letters, ys after Purchaser's request and receipt by Seller of all Items within a reasonable period of time after Purchaser's �g sentence shall survive the closing or termination of this 12. MEMORANDUM OF CONTRACT. Simultaneo execute (1) a Memorandum of Contract (the "Memorandum') anc respectively attached hereto and made a part hereof as Exhlblt promptly delivered to the Title Company, The executed ReleE executed by Purchaser. Purchaser may instruct the Title Compa the, Memorandum at Purchaser's sole cost and expense at any ti The Release shall be held by Seller and in the event this Contra to record such Release in the Real Property Records of St. L without tie need for the consent or joinder of Purchaser and ni any action with any court) of Purchaser. This Paragraph 12 shall 13. ACCEPTANCE. This Contract shall be considers open for acceptance by Seller until 5;00 p.m. EST on December 1 receives one (1) original fully executed contract in the office of the (signatures on with the execution of this Contract, each party shall i) a Release of Memorandum ("Release') in the forms and Exhibit F. The executed Memorandum shall be i -shall be delivered to Seller along with the Contract (and the Title Company Is hereby instructed) to record B after the Tide Company receives the Earnest Money. is terminated for any reason, Seller shall be permitted ee County, Florida at Seller's sole cost and expense, rithstanding any contrary action. (including the filing of irvive the closing or termination of this Contract. as an offer by the Purchaser to the Seller and is left 201 i Acceptance shall be effective when Purchaser urchaser (the "Contract Date".). page) GAWPUtel Estate ConftwW\20131FraPaR St. Lucie -US] & Savm a Club\Acqu suborn Short FmmlCmt t (B) - Severna Ch b-nNAL.docx Signed, sealed and delivered as to Purchaser, in the presence of: Print Name: ri ' u Print Name: ans _ STATE OF GEORGIA COUNTY OF COBB PURL SER: DEL GO VENTURES, INC., a Georgia corporation By: Print Name: W Uka,,-Mao,.v, Its: CDO [CORPORATE SEAL] Exemited this to day of :p�e . 2013. I, the undersigned, a Notary Public in and for said County�ln said State; hereby certify that NI `UMA rn&M, as C.Q:� of DEL LAGO VENTURES, INC., a Georgia corporation, whose name is signed to the foregoing instrument, and who Is known to me, acknowledged before me 'on this day, that being informed of the contents of the foregoing instrument (s)he executed the same voluntarily on the day the same bears date. Given under my hand and seal this day.of:DPg_j&he-r , 2013. My Commission [NOT i Cr.1Wr%,g Estate CmV..b12o131FLWWt St. Lwie - US & Savanna C1ub�Acquisitim Shout Fmm ContracY(B) - Savanna Club-FINAL.4= Signed, sealed and delivered as to Seller, in the presence of: � W. STATEOF <LORIDA COUNTY OF PINS. SELLER: COMMUNITY SAVANNA CLUB JOINT VENTURE, a Delaware general partnership By: ATOP FLORIDA PROPERTIES 1, L.L.C., its managing General Partner ASSET INVESTORS OPERATING PARTNERSHIP, L.P., its sole Member AMERICAN LAND LEASE, INC., its General Panne• 1 il:Nank, 5r d # gm iA 1. . 5By1i View iaf�Sfde.1� this day of DeCeInher . 2013 This instrument was acknowledged before me on the U'day of l ee6w� 2013, by .fin- . T. A/leh as Smior Vice resident of American Land Lease, Inc., as General Partner of Asset Investors Operating Partnership, L.P., sole Member of AIOP Florida Properties I, L.L.C., managing General Partner of Community Savanna Club Joint Venture, a Delaware general partnership. (SEAL] Public Printed flame My commission KATHY R. TOMS MY COMMISSION 0 EE132855 EXKRES-Nwnmba2o, 2015 fl.Nmhsa,caxAAn=CL G NVAYV al FA to Contrwm\20131F1.1Pod SG Lucie- US & Savanna Cb1W-gUi85ffion Short Form 8ant=1(B) - Sav,= Clab•FINAL.d= Legal Description of Contract Property I Seller. Community Savanna Club Corporation Purchaser: Del Lego Ventures, Inc. Contract Property location: 800 S. US Highway 1 I Port Saint Lucie, FL 34952 The Contract Property, as approximately outlined below in red and made a pan; hereof, being located In Saint Lucie County, State of Florida, and being parcel 3414-501-1915-160-1,*d is more particularly described as follows: The of Bond kaftdgaWYGSoubUS Highway 1, Dora Saint Luck FL 34952 WM 34M Ludes Cowly Wx pamd EIS ��1��OD� i 9%�-B�Q�� and k8dOy d "hed a at Mm E fur ov awd &am y; ftn@a " the 4o IE of 9UN ISM 26, 8 too 961 t rtM OF 049+89 M 110"paw of ilt inwV U*MCDOWMa r �►1 dt tl.9. 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Fe20'II�° �� !lam Ik to R ha 9021ft1I3�o2 Iriaa taf awe fto 89awa8° Eaf k a Plate 6NX M soul eagle O' 3"31 ' � OMMIar tale to ft W4 kA 8 9 8A7WIMP OFW M.'03 Pen¢; 8Mma MWM W04019° 1'001tB tat is, s rM110 OF 3 8,03 't Luft Etas*, RsM& Who t�Iog Gtw � �u 0$ Itr;A WT sav RM cwh ®0 livar6 Is d he Park tt=f& OFF, Locze eiYntyy, Contract Property CO IM CV) Parcel ID No. 3414-501-1915460,l � � I I CO) i +/ tU2' +/-56' I G:\WP1 W Fstde Ca acb W13TLTort St 1 uoic - US1 & Sev=a CtublAcqu aitioa Short Form Contwt (B) - Samna Club -FINAL � ll�i CIA �i I