Harbor Bay Community Development District

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS MEETING JUNE 13, 2014

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT AGENDA June 13, 2014 10:00 a.m. (CST)

Taking place at the office of Pelican Real Estate, 5210 S. Ferdon Blvd., Crestview, FL 32536

District Board of Supervisors Louis Weltman Chair Douglas Turner Vice Chair William Bailey Supervisor Richard Bennett Supervisor Gary Paulzak Supervisor

District Manager Debra Anderson Rizzetta & Company, Inc.

District Attorney Ronald Lewis Bearden, Lewis & Thomas, L.L.P.

District Engineer Matt Zinke Gustin, Cothern, & Tucker, Inc.

All Cellular phones and pagers must be turned off while in the meeting room.

The District Agenda is comprised of five different sections:

The meeting will begin promptly at 10:00 a.m. (CDT) with the first section, which is called Audience Comments. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. IF THE COMMENT CONCERNS A MAINTENANCE RELATED ITEM, THE ITEM WILL NEED TO BE ADDRESSED BY THE DISTRICT MANAGER OUTSIDE THE CONTEXT OF THIS METTING. The second section is called Business Administration. The Business Administration section contains items that require the review and approval of the District Board of Supervisors as a normal course of business. The third section is called Business Items. The business items section contains items for approval by the District Board of Supervisors that may require discussion, motion and votes on an item-by-item basis. Occasionally, certain items for decision within this section are required by Florida Statute to be held as a Public Hearing. During the Public Hearing portion of the agenda item, the public will be permitted to provide one comment on the issue, prior to the Board of Supervisors discussion, motion and vote. Agendas can be reviewed by contacting the Manager’s office at (850) 334-9055 at least seven days in advance of the scheduled meeting. Requests to address items that are not on this agenda must be submitted in writing with an explanation to the District Manager at least fourteen (14) days prior to the date of the meeting. The fourth section is called Staff Reports. This section allows the District Manager, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. The final section is called Supervisor Requests. This is the section in which the Supervisors may request Staff to prepare certain items in an effort to meet residential needs.

Public workshops sessions may be advertised and held in an effort to provide informational services. These sessions allow staff or consultants to discuss a policy or business matter in a more informal manner and allow for lengthy presentations prior to scheduling the item for approval. Typically no motions or votes are made during these sessions.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at 850-334-9055, at least 48 hours before the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) 955-8770, who can aid you in contacting the District Office.

Any person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that this same person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based. HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT DISTRICT OFFICE • 120 RICHARD JACKSON BLVD • SUITE 220 PANAMA CITY BEACH, FL 32407

June 5, 2014

Board of Supervisors Heritage Plantation Community Development District

Dear Board Members:

A special meeting (“Meeting”) of the Board of Supervisors of Heritage Plantation Community Development District (“CDD” or “District”) will be held on Friday, June 13, 2014 at 10:00 a.m. (CST) at the office of Pelican Real Estate, 5210 S. Ferdon Blvd, Crestview, FL 32536. The following is the advance agenda for this meeting.

1. CALL TO ORDER/ROLL CALL

2. AUDIENCE COMMENTS

3. BUSINESS ADMINISTRATION

A. Consideration of Minutes of the Board of Supervisors’ Meeting held on May 16, 2014………………………………………………. Tab 1

B. Ratification of Series 2006 Construction Requisitions #132 & #133.. Tab 2

4. BUSINESS ITEMS:

A. Discussion and vote of Supervisors to authorize the Chairman upon the direction of counsel for the District, subject to the confirmation of the Plan of Re-organization of Louis S. Weltman, but otherwise without limitation or further ratification to enter into the attached settlement with Louis S. Weltman…………………………………………………………………. Tab 3

B. Discussion and vote of Supervisors to authorize the Chairman and/or counsel for the District, subject to the confirmation of the Plan of Re-organization of Southeastern Consulting & Development Co., Inc., but otherwise without limitation or further ratification, as follows:

i. to execute the attached Settlement Agreement with Southeastern Consulting & Development Co., Inc. (“SCDC”)………………………………………………….. Tab 4

Heritage Plantation Community Development District June 13, 2014 Agenda- Page 2

ii. to execute the attached 3rd Amendment to the Development Agreement by and between SCDC, the District and Okaloosa County……………………………………………………….. Tab 5

iii. to engage an auction company to market and sell the Heritage Plantation Lots for the benefit of the District as detailed in the attached proposal…………………………………………… Tab 6

iv. to ratify the attached agreement with Gustin Cothern & Tucker for services related to remediation of stormwater and road damage……………………………………………. Tab 7

v. to execute an agreement, independently, or jointly with the Heritage Plantation Homeowners’ Association, Inc., with Village Environmental Services for maintenance of the common areas of the District and the HOA for the benefit of all of the lot owners……………………………………………………… Tab 8

5. STAFF REPORTS

A. District Manager

6. SUPERVISOR REQUESTS

7. ADJOURNMENT

I look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call me at 850-334-9055.

Very truly yours, Debi Anderson Debra Anderson District Manager cc: Matt Zinke, Gustin, Cothern, & Tucker, Inc. George Taylor, III, Trustee Counsel, Burr & Forman, LLP Ronald B. Lewis, Esq., District Counsel, Lewis & Thomas, P.A. Lot Owners

Tab 1

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 1

MINUTES OF MEETING

Each person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which such appeal is to be based.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of Heritage Plantation Community Development District was held on Friday, May 16, 2014 at 9:10 a.m. (CST) at the office of Pelican Real Estate, 5210 South Ferdon Boulevard, Crestview, FL 32536.

Present and constituting a quorum:

Louis Weltman Board Supervisor, Chairman (via speakerphone) Doug Turner Board Supervisor, Vice Chairman William A. Bailey Board Supervisor, Assistant Secretary Richard Bennett Board Supervisor, Assistant Secretary Gary Paulzak Board Supervisor, Assistant Secretary (joined the Board after being sworn into office)

Also present were:

Debi Anderson District Manager, Rizzetta & Company, Inc. Eric Dailey Director of District Management Services, Rizzetta & Company, Inc. (via speakerphone) Robbie Cox Director of Financial Consulting, Rizzetta & Company, Inc. (via speakerphone) Ron Lewis District Counsel, Bearden, Lewis & Thomas, LLP (via speakerphone) George Taylor Trustee Counsel, Burr & Forman, LLP (via speakerphone) Marc Soloman Trustee Counsel, Burr & Forman, LLP ( joined the meeting at 9:15 a.m. via speakerphone) Rebecca Daniels Court Reporter Audience

FIRST ORDER OF BUSINESS Call to Order

Ms. Anderson called the meeting to order and read roll call. Mr. Weltman inquired as to whose behalf Ms. Daniels was in attendance and she replied that she was attending at the request of Keefe, Anchors, & Gordon law firm.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 2

SECOND ORDER OF BUSINESS Audience Comments

A representative of a local real estate office stated that he is in attendance trying to assist a property owner with the sale of her home. Mr. Weltman asked that he contact Mr. Lewis outside of the meeting to address this matter.

Mr. Weltman read an email into the record from Mr. Young, a resident in the District, asking that his questions be addressed during the meeting. He noted that the email would be attached to the minutes as a matter of record.

Mr. Taylor, Counsel for the Trustee, voiced his objection to the Amended Development Agreement, explaining that it does not make sense to change the configuration of the land development until it is certain who the Developer will be or until the plan has been approved by the County. It was decided to discuss this matter at the appropriate time in the agenda.

THIRD ORDER OF BUSINESS Consideration of Board Supervisor Replacement

Ms. Anderson stated that there has been a vacant seat on the Board for some time and asked if there was any consideration for appointing a replacement at this time. Mr. Weltman nominated Gary Paulzak and Mr. Turner seconded the nomination. There were no other nominations put forward.

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board of Supervisors appointed Gary Paulzak as Board Supervisor for the Heritage Plantation Community Development District.

Ms. Anderson, a Notary in the State of Florida, administered the oath of office to Mr. Paulzak. Mr. Paulzak swore and affirmed to the oath as read. Ms. Anderson asked that Mr. Paulzak meet with her after the meeting to go over the information in the New Supervisor’s packet and briefly touched on the Sunshine Law requirements. She emphasized the importance of not discussing District business with other members of the Board outside of a public meeting. Ms. Anderson stated that her office maintains copies of the District records and it is not necessary for him to do so, but should he desire to maintain copies of any District records, such as agenda books, etc. they should be kept separate from personal information.

Ms. Anderson stated that it is customary to designate officers, whenever a new Supervisor joins the Board. She presented Resolution 2014-02 stating that currently, Mr. Weltman serves as Chairman, Mr. Turner as Vice Chairman and the remaining Supervisors along with herself serve as Assistant Secretaries. She stated that she is included for signatory purposes. The Board indicated that they would like to keep the same slate of officers.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 3

On a Motion by Mr. Bailey, seconded by Mr. Bennett, with all in favor, the Board of Supervisors approved Resolution 2014-02 designating Louis Weltman as Chairman, Doug Turner as Vice Chairman, and Bill Bailey, Richard Bennett, Gary Paulzak, and Debra Anderson as Assistant Secretaries for the Heritage Plantation Community Development District.

Mr. Weltman inquired as to whether Ms. Anderson had received his form 8B declaring his conflict of interest in matters being discussed during today’s meeting that was emailed prior to the meeting. Mr. Anderson stated that she has not had an opportunity to check her email this morning. Mr. Weltman inquired as to whether the former Chairman or any other member of the Board had ever filed a form 8B, explaining that he felt this information might be pertinent to current litigation that the District is involved in. Ms. Anderson stated that she would check the District records and provide him with an answer when she gets back to the office. He asked that Mt. Roane and Mr. Lewis be copied on the email.

Mr. Bailey submitted his Form 8B.

FOURTH ORDER OF BUSINESS Consideration of Minutes of the Board of Supervisors’ Meeting Held on March 12, 2014

On a Motion by Mr. Bailey, seconded by Mr. Bennett, with all in favor, the Board approved the Minutes of the Board of Supervisors’ Meeting held on March 12, 2014 for the Heritage Plantation Community Development District.

FIFTH ORDER OF BUSINESS Ratification of Operation and Maintenance Expenditures for January, February, and March 2014

Ms. Anderson stated that the Operation and Maintenance Expenditures were distributed under separate cover and copies are available should anyone want to review them.

On a Motion by Mr. Bailey, seconded by Mr. Bennett, with all in favor, the Board of Supervisors ratified the Operation and Maintenance Expenditures for January ($881.07), February ($31,467.15) and March ($1,676.09) for the Heritage Plantation Community Development District.

SIXTH ORDER OF BUSINESS Discussion and Vote of Supervisors to Authorize the Chairman and/or Manager, as applicable, subject to the Confirmation of the Plan of Re-Organization of Southeastern Consulting & Development Co., Inc, (SCDC) but otherwise without Limitation, as follows: HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 4

i. to execute an Agreement with Southeastern Consulting & Development Co., Inc. (“SCDC”) consistent with the amended treatment of the District’s unsecured and secured claims against SCDC in connection with SCDC’s Plan of Reorganization (the “Plan”), including but not limited to the assumption of obligations, as well as the conveyance of assets from SCDC to the District

Mr. Lewis stated that after Monday’s lengthy Court hearing relating to the Chapter 11 proceedings for Southeast Consulting & Development Co., Inc. he reached out to Trustee’s Counsel in an attempt to try and resolve the issues between the Trustee, the bond holders and the Board. He stated that it was his understanding that Trustee’s Counsel was amicable to the resolutions put forward, but asked that they have the opportunity to speak with the bond holder before proceeding any further. A brief discussion ensued regarding concerns put forward by Trustee’s Counsel relative to the Board approving an agreement with SCDC at this time, as the Court has not yet approved the Plan of Reorganization. Mr. Weltman stated that the intent of the draft agenda was to have each of the subcategories under item 4A pending approval of the Plan of Reorganization. He stated that it is his hope that the District can be a co-proponent of the plan, but for this to happen, it is his understanding that all parties will have to work together in preparing an amended debtor’s plan that will be agreeable to the Trustee Indenture and bond holders. He amended the agenda item to reflect Board authorization of the Chairman to negotiate with Trustee Counsel and the bond holders towards this end and the following motion was made:

On a Motion by Mr. Bailey, seconded by Mr. Turner, with all in favor, the Board of Supervisors authorized the Chairman to negotiate a plan treatment of the District’s Claims against SCDC with the bond holders, Indenture Trustee, and District Counsel to frame an agreement that can then be negotiated with SCDC, so that the plan can be amended with the support of the District and Trustees Counsel for the Heritage Plantation Community Development District.

(Mr. Turner left the meeting at 9:28 am and returned at 9:29 a.m.)

ii. to execute the 3rd Amendment to the Development Agreement by and between SCDC, the District and the County

A brief discussion ensued regarding concerns expressed by Trustee Counsel relative to approving the Third Amendment to the Development Agreement at this time. Mr. Weltman stated that there is a hearing scheduled on June 12, 2014 with the County Planning Commission and an upcoming meeting of the Board of County Commission where SCDC will be seeking to have their petition approved, should the Planning Commission approve it, and he is reluctant to ask that the petition be postponed without and alternative option. Mr. Taylor stated that while he can not provide a time line for an agreement to be reached, there is a conference call scheduled for later today with the bond holder to discuss the pending issues.

On a Motion by Mr. Weltman, seconded by Mr. Bennett, with all in favor, the Board of Supervisors tabled any action to the Third Amendment to the Development Agreement for the Heritage Plantation Community Development District. HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 5

Mr. Weltman asked for assistance in conveying the details of events to Board members that occurred prior to their joining the Board, so that they understand that the items in the amendment are to correct and address items that diminish the value of the District, such as waste water assets. He stated that to the best of his knowledge, District funds have never been used to construct, maintain, own, or operate any of the waste water assets that service Heritage Plantation “the project”. Mr. Weltman asked that District Staff research this matter and provide documentation regarding this. iii. to issue tax certificates in connection with the assessments levied by the District on lots within the District

Mr. Weltman explained that there is a long list of non-developer lot owners, whose assessments were direct billed and they have not been paid for some time. He stated that he explored the possibility of selling tax certificates on those lots, but learned that this is not an option and is now recommending initiating foreclosures on these lots. Mr. Weltman stated that some of the lots are owned by entities he is involved with, as well as by himself. Mr. Weltman stated that he does not believe there are any objections to this process and his main concern is funding for the process, which will need to be discussed with the Trustee. A brief discussion ensued regarding the disbursement of funds once the lots are sold. It was stated that the funds would first be used to pay off the bond debt and then applied to the general fund.

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board of Supervisors authorized the District to move forward with initiating the foreclosure on the non- developer owned lots with outstanding assessments for the Heritage Plantation Community Development District.

iv. to schedule the necessary special hearings related to the purchase of the Wastewater Treatment Plant and Wastewater assets as contemplated by the Plan

Mr. Weltman explained that a public hearing would not be required were the District to purchase property and then later build a wastewater treatment plant and therefore he would like to table this item.

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board of Supervisors tabled scheduling a hearing relative to the wastewater treatment plant for the Heritage Plantation Community Development District.

v. to obtain the necessary insurance in connection with the ownership and operation of the Wastewater Treatment Plant

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board of Supervisors tabled obtaining insurance relative to the ownership and operation of the wastewater treatment plant for the Heritage Plantation Community Development District.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 6

vi. to execute an agreement with Panhandle Alarm and Telephone for security in connection with the Wastewater Treatment and the Gatehouse Building at Heritage Plantation

On a Motion by Mr. Weltman, seconded by Mr. Bennett, with all in favor, the Board of Supervisors tabled executing an agreement with Panhandle Alarm and Telephone Co. for security of the wastewater treatment plant for the Heritage Plantation Community Development District.

vii. to execute an agreement, independently, or jointly with the Heritage Plantation Homeowners’ Association, Inc., with Village Environmental Services for maintenance of the common areas of the District and the HOA for the benefit of all of the lot owners

Mr. Weltman stated that he is hesitant to enter into this agreement without some means of funding and he is not comfortable going to any third party without the express approval of the Indenture Trustee and Bond holders. Mr. Taylor recommended that this item be tabled at this time.

On a Motion by Mr. Weltman, seconded by Mr. Bennett, with all in favor, the Board tabled further discussion on entering into this agreement at this time for the Heritage Plantation Community Development District.

A resident sought confirmation on whether lots were being transferred to the owner of Village Environmental Services in exchange for maintaining common lots. Mr. Weltman stated that to the extent that he owns lots and the individual is willing to accept the responsibility for the assessments, etc. on those lots and to the extent that the individual’s performance can be guaranteed, he has indicated that he would be willing to enter into such an agreement. However, the details have not been finalized and would be subject to approval by the District and the Indenture Trustee.

SEVENTH ORDER OF BUSINESS Discussion and Vote of Supervisors to Authorize the Manager or One of More Supervisors, other than the Chairman, without Limitation, to Negotiate the Treatment of the District’s Claims under the Chapter 11 Proceedings of Louis S. Weltman

Mr. Weltman spoke briefly regarding the Chapter 11 bankruptcy filings submitted by himself as an individual and Phoenix Realty on April 22, 2014 as they relate to District and SCDC claims. He stated that Phoenix Realty has no assets that impact District assessments, but does own the property being considered as the location for a future waste water treatment plant.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 7

Mr. Weltman stated that rather than authorizing the Manager or another Supervisor to negotiate the District’s claims against himself relative to the Chapter 11 proceedings, he feels it would be more appropriate to authorize District Counsel to handle the matter on behalf of the District.

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board of Supervisors authorized District Counsel to negotiate the District’s claims against Louis Weltman relative to the Chapter 11 filed on April 22, 2014 and bring any agreement to the Board for its approval for the Heritage Plantation Community Development District.

EIGHTH ORDER OF BUSINESS Discussion and Vote of Supervisors to Authorize the Manager to Execute Documents Related to Advances for Assessment Claims, LLC to Pay for Operating Expenses of the District, as Well as the Cost of Other Disbursements Approved by the Supervisors, Including but not Limited to Fencing for the Wastewater Treatment Plant

Mr. Weltman stated that he would like to table this item in light of ongoing discussions with Trustee’s Counsel and because it would be inappropriate for the District to enter into any type of loan related to property that is not owned by the District at this time.

On a Motion by Mr. Weltman, seconded by Mr. Bennett, with all in favor, the Board tabled further discussion on obtaining a loan to fund fencing for the wastewater treatment plant for the Heritage Plantation Community Development District.

Mr. Bailey expressed concern with the fact that the fence company has already purchased materials and the Board has just deemed that the project is not going to move forward. Mr. Lewis stated that he would like to discuss this matter outside of the meeting and in a manner that does not violate the Sunshine Law.

NINTH ORDER OF BUSINESS Presentation of Fiscal Year 2014/2105 Proposed Budget

Ms. Anderson distributed copies of the revised budget that was faxed to her office this morning. She confirmed that the budget needs to be approved today as the Board will not meet again until after the deadline to submit the budget to the State pursuant Florida Statutes.

Mr. Weltman asked that the record reflect the fiscal year 2009-2010 budget totaling $325,000 and the fiscal year 2010-2011budget totaling $276,700 were prepared and approved by a prior Board. The fiscal year 2011-2012 budget was prepared by the previous developer and approved by a Board in which he and Mr. Turner sat on. HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 8

Mr. Weltman noted that neither he nor Mr. Bailey had any direct input in developing the budget prior to the need to take action in order to meet the Statutory guidelines. He stated that the fiscal year 2012-2013 totaled $256,333, the 2013-2014 budget totaled $686,738, and the proposed budget for the next fiscal year is for $266,175. He reviewed the costs included in the budget and asked about the possibility of placing the assessments on the tax roll rather than direct billing for them. A brief discussion ensued on means of obtaining some of the funds in lieu of assessments.

Ms. Anderson confirmed that even though the budgets were approved at the levels mentioned the funds were not all collected or expended. She reviewed the debt service budgets and assessment levels for the various product types, noting that last year the assessments only totaled $119,191 based on other available income sources, so even though the budget is decreasing—assessments are going up this year. A brief discussion ensued regarding adjustments that may need to be made to the budget and the best date to hold the public hearing on the final budget.

On a Motion by Mr. Turner, seconded by Mr. Bennett, with all in favor, the Board approved the fiscal Year 2014-2015 proposed budget totaling $324,068.76 ($266,175 for O & M and $57,893.76 for bond debt) and set the public hearing on the final budget for August 21, 2014 at 10:00 a.m. (CDT) at the office of Pelican Real Estate, 5210 South Ferdon Boulevard, Crestview, FL 32536 for the Heritage Plantation Community Development District.

TENTH ORDER OF BUSINESS Consideration of Special Assessments Related to Completion of District Obligation: Final Lift of Asphalt for Phases I and II and Remediation of District Stormwater and Roadways

Mr. Taylor stated that he and Mr. Solomon have to leave this meeting and Mr. Weltman inquired whether there was any ability of them to release the funds that are being held by the District to address the remediation and maintenance of the stormwater and roadways that are in the name of the District. Mr. Taylor stated that they do not have the authority to release those funds and it is his understanding that as long as the bonds are in default, the bondholders will not release the funds. He asked that the request be made in writing so that he can formally make the request.

On a Motion by Mr. Weltman, seconded by Mr. Bennett, with all in favor, the Board tabled consideration of special assessments to fund the completion of the District’s obligation relative to the Phases I and II stormwater system and roadways for the Heritage Plantation Community Development District.

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT May 16, 2014 Minutes of Meeting Page 9

ELEVENTH ORDER OF BUSINESS Announcement of Landowner’s Election

Ms. Anderson announced that the District is due to hold a landowner’s election this year and it is typically held in November. She recommended that it be held on November 20, 2014, which would be just prior to the regular Board meeting providing the District continues to meet on its current schedule. Ms. Anderson stated that seat 1, seat 4, and seat 5 are up for re-election and they are currently held by Mr. Paulzak, Mr. Bennett, and Mr. Bailey respectively. She stated that copies of the election instructions, ballot, and proxy can be found in the agenda book.

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board approved setting the Landowner’s Election for November 20, 2014 at 10:00 a.m. (CST) at the office of Pelican Real Estate, 5210 South Ferdon Boulevard, Crestview, FL 32536 for the Heritage Plantation Community Development District.

TWELFTH ORDER OF BUSINESS Staff Reports

Ms. Anderson reminded the Board that the next regular meeting is scheduled for August 21, 2014 at 10:00 a.m. (CDT) at the office of Pelican Real Estate, 5210 South Ferdon Boulevard, Crestview, FL 32536.

THIRTEENTH ORDER OF BUSINESS Supervisor Requests

There were no Supervisor requests put forward.

FOURTEENTH ORDER OF BUSINESS Adjournment

On a Motion by Mr. Weltman, seconded by Mr. Turner, with all in favor, the Board adjourned the meeting at 10:35 a.m. CST, for the Heritage Plantation Community Development District.

Secretary/Assistant Secretary Chairman/Vice Chairman

Tab 2

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTIUCT REQUISITION FOR PAYMENT CAPITAL IMPROVEMENT REVENUE BONDS SERIES 2006AB DATE: May 22,2014 REQUISITIONNO. 133

PAYEE: Gustin, Cothern & Tucker, Inc. AMOUNT DUE: $7,675.00

ADDRESS: 121 Hart Street FUND: Acquisition/Construction Niceville, FL 32578

DESCRIPTION: Various Invoice #'s for Various Projects as per Attached Spreadsheet The undersigned, an Authorized Officer of Heritage Plantation Community De\>elopment District (the "District") hf:reby submits the following requisition for disbursement under and pursuant to the terms ofthe Master Trust Indenture from the District to U.S. Bank, National Association, as trustee (the "Trustee"), dated as ofNovember 1, 2005 (the "Master Indenture"), as amended and supplemented by the Second Supplemental Indenture- from the District to the Trustee, dated as of October 1, 2006 (the Master Indenture as amended and supplemented is hereinafter referred to as the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

The undersigned hereby certifies that obligations in the stated amount set forth above have been incurred by the District, that 1~ach disbursement set forth above is a proper charge against the 2006 Acquisition and Construction Account and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and the construction of the 2006 Project and each represents a Cost of the 2006 Project and has not previously been paid.

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage, wruch the District is at the date of such certificate entitled to retain.

If this requisition is for a disbursement from other than the Costs of Issuance subaccount, it is hereby represented by the undersigned that the Governing Body of the District has approved this requisition or has approved the specific contract with respect to wruch disbursements pursuant to trus requisition are due and payable.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or services rendered with respect to wruch disbursement is hereby requested.

DISTRICT ENGINEER'S APPROVAL FOR NON-COST OF ISSUAA'CE AND CAPITALIZED INTEREST REQUESTS ONLY If this requisition is for a disbursement from other than Capitalized Interest or Costs oflssuance, the undersigned District Engineer hereby certifies that this disbursement is for a cost of the 2006 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the 2006 Project with respect to wruch such disbursement is being made; and, (iii) the report of the District Engineer attached as an Exhibit to the Second Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

BY,~ [2}-d()_-/'( niSTRICTENEER HERITAIGE PLANTATIOIN COD Gustin, !Cothern & Tucker, Inc.

Invoice (Date lnvoi1~e Number Amount 08/31/11[ E061:37-Z $2,800.00 09/30/12; E061 :37-AA $562.50 11/30/12; E061 :37-BB $3,000.00 01/30/13, E061 :3'7-CC $875.00 04/30/13, E061 :37-DD $437.50 $7,675.00 GUSTIN, COTHERN & TUCKER, INC. P.O. BOX 1657 NICEVILLE, FLORID~ 32588-1657 850-678-5111 INVOICE FOR ENGINEERING I SURVEYING SERVICES

INVOICE NO.: E06137-Z DATE: August 31,2011

INVOICE to: Heritage Plantation COD 3434 Colwell Ave, Ste 200 Tampa, FL 33614

Attn: Pete Williams I

PROJECT 11'1/AME: Heritage Plantation COD General ~ervices (Work Authorization #I) INVOICE PERIOD: June 27', 2011 through August 28, 2011 INVOICE EIASIS: Hourly

DESCRIPTiiON OF WORK:

1. Prepare for and Attend COD Meetings 1 2. Provide Infonmttion in reference to entitleiVents & permits status 3. Provide HG&S updated costs for Exhibit I of Engineer's Report, Remaining costs to complete Phases I & II, and acreages ofthelROWs and stormwater for Phase III by Parcel 4. Provide Phase I & D Bond Amounts to A\\jS 5. Attend Meeting with Okaloosa County 6. Misc. Correspondence

AutoCAD Draftsman: 10.0 hrs @ $80.00/hr $ :soo.oo Engineer: 16.0 hrs@ S12s.orlhr wooo.oo

$ 2,li00.00

Approved by: 11'f'

Terms: DU~: UPON RECEIPT Past due after SEPTEMBER 20, 2011 and subjtft!t'Bt~i._ interest charge I Dat~ RE!c'd Rizzetta & Co., lrs,£.p_QJ.1tllL. DIM approval Date __ Da~d entered SEP - 8 2011 Fun~ 1001 GL sa .a oo OC ~J oJ. Check#:..__..------+---- r

GUSTIN, COTHERN & fucK.ER, INC. P.O. BOX J .7 NICEVILLE. FLORID1 32588-1657 850-678-5141 IINVOICE FOR ENGINEERJNG I S~RVEYING SERVICES

INVOICE NO.: E06 137 -AA DATE: September 30, 2012

INVOICE TO: Heritage Plantation COD 3434 Colwell Ave. Ste 200 Tampa, FL 336 I 4

Ann: Pete Williams I PROJECT NAME: I leritage Plantation CDD General Services (Work Authorization ill ) INVOICE PERIOD: August I. 201 2 through Septembel' 30, 2012 INVOICE BASIS: Hourly

DESCRIPTION OF WORX;_

I. Provide info in reference to sewer ownershJp 2. Review and Respond to ACOE Non-Comp1iancoe Letter 3. Provide info in reference to C!P cost for se~~er & inigation

Engine~: :r : 4.5 hrs@ $l2S.00b1r

TOTAL INVOICE ...... J...... s 562.50 (No Developer Cost-shuring)

Approved by: 1~i---

Tem1s: DUE UPON RECEIPT Past due 11fler OCTOBER 20, 2012 and subject to 18%APR interest charge

~-~CI Jl·2 2012 col 5tW GUSTIN, COTHERN & TUCKER, INC. P.O. BOX 1657 ~CEVILLE, FLORIDA 32.588-1657 BY: ...... INVOICE FOR ENGil':~~~s/;{m.VEYING SERVICES

INVOICJt NO.: E06137-BB DATE: November 30,2012

INVOICE TO: Heritage Plantation CDD 3434 Colwell Ave, Ste 200 Tampa, FL 33614

Attn: Pete Williams PROJECT NAME: Heritage Plantation Updated CDD [ngineer's Report ll'NOICE PERIOD: Octobc~r 10,2012 through Novembelr 30, 2012 INVOICE BASIS: Contract Dated October 10, 2012

DESCRIPITION OF WORK:

Prepare & Provide Draft Updat1~d CDD Engim~er's Report

Engineer: 24.0 hrs@ $125.0flhr

~~T~.t:~~C:;:;b~ri;;~···· .. ··············.. ······· ... ·· l ········ ..... $3,000.00

Approved by: Mf~

Terms: D1lJE UPON RECEIPT Past due afteJr DECEMBER 20, 2012 and subject to 18o/oAPR interest charge ~ 1 Date Rec'd Ri &Co., Inc. ___ liM al I V _Oafe __ 0 approv DEC 1 ~r 2012 ' Dale ~ entered_ ... .- Fund /121 . .. GL:5)b'T20C.??i Q.:2. ChE!Ck #___ 1 GUSTIN, COTHERN & 1TUCKER, INC. P.O. BOX 1657 NICEVILLE, FLORIDA 32588-1657 850-678-5141 INVOICE FOR ENGINEERING I SURVEYING SERVICES

INVOICl,~ NO.: E06137-CC DATE: January 30, 2013

INVOid~TO : Heritage Plantation CDD 3434 Colwell Ave, Stc 200 Tampa, FL 33614

Attn: Pete Williams PROJEC'f NAME: Heritage Plantation Updated CDD1Engineer's Report INVOICE PERIOD: December 1, 2012 through January27, 2013 INVOICE,~ BASIS: Contract Dated October 10, 2012

DESCRlHTION OF WORK:

Provide Draft Updated CDD Engineer's Report based upon initial review comments

Engineer: 7.0 hrs@ $125.00~11"

TOTAL INVOICE...... $ 875.00 (No Developer Cost-sharing)

Approved by: f/11 ~

Terms: DUE UPON RECElPT Past due after FEBRUARY 20, 2013 and subject to 18%APR interest ch1arge

DateRe~d~ ( ~ DIM approv a e -- fEB 0 4 Z013 Oate entered-+- - Funda21 ~ GlS_I.:.:Q[loc ~l n.!2 Check#_...... ,..______GUSTlN, COTHERN & TUCKER, INC. JP.O. BOX 16~7 NICEVILLE, FLORIDA 32588-1657 850-678-5141 INVOICE FOR ENGINEERING I srVEYING SERVICES

INVOICJ NO.: E06137-DD I DATE: April30, 2013

INVOICBTO: Heritage Plantation CDD 3434 Colwell Ave, S:te 200 Tamp.a, FL 33614

Attn: Pete Williams PROJECT NAME: Heritage Plantation CDD INVOICE PERIOD: 03/01/13 - 04/30/13 INVOICE BASIS: CDD Engineer's Contract

DESCRIP'TION OF WORK:

Site visit tb review area of erosion and road washout Provide email description of issue and photographs Solicit proiposals for wetland evaluation and road armoring rod repair

Engineer: 3.5 hts@ $12S.oohrr

$437.50

Approved ]bY: ~

Terms: D1JE UPON RECEIPT Past due after MAY 20, lOl~l and subject to 18%APR interest charge I . I

Date Rec'd RjA~ & Co., lacY:·······:.:.::.:.:.····--··· D.IM approv~ Date - Date enteredr ______MA~ ' 0 7 Z013 . Fund02J C~k#L------

Tab 3 SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (“SETTLEMENT AGREEMENT”) dated as of June __, 2014 is by and between LOUIS S. WELTMAN, HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT and HERITAGE PLANTATION HOMEOWNERS’ ASSOCIATION, INC.

THE PARTIES:

Louis S. Weltman is an individual who resides in Boynton Beach, Florida (“Weltman”) and is a Debtor in Possession having filed a Chapter 11 Petition in the U.S. Bankruptcy Court in the Southern District of Florida, West Palm Beach Division (the “Weltman Chapter 11 Case”; the Weltman Chapter 11 Case is now pending in the Northern District of Florida).

Weltman is the president of Southeastern Consulting & Development Co., Inc (“SCDC”), which is the developer of the subdivision located in Laurel Hill, FL known as Heritage Plantation (“Heritage Plantation”, or the “Project”).

The Heritage Plantation Community Development District is a local unit of special- purpose government created and existing pursuant to Chapter 190, Florida Statutes, its administrators, agents, successors and assigns (the “District”) and whose principal offices are located at c/o Pete Williams, Rizzetta & Company (the “Manager”), 3434 Colwell Avenue, Suite 200, Tampa, FL 33614.

The Heritage Plantation Homeowner’s Association, Inc. (the “Association”) is a not-for- profit association formed to hold the common area property of Heritage Plantation for the benefit of the owners.

Weltman, the District and the Association are the “Parties” to this Settlement Agreement.

RECITALS:

WHEREAS, the Heritage Plantation Homeowners’ Association, Inc. was organized on March 23, 2006 (the “Association”); The Association’s Articles of Incorporation, By-laws and Declaration of Covenants, Conditions, Restrictions and Easements were filed on December 1, 2005 in Official Records Book 2670, Page 162, et seq., of the Public Records of Okaloosa County, Florida (the “Declaration”).

WHEREAS, the Heritage Plantation Community Development District (the “District”) is a special-purpose form of local government established pursuant to and governed by the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes (the “Act”).

WHEREAS, the Board of County Commissioners of Okaloosa County, Florida (the “County”), approved Ordinance 50-50 (the “Ordinance”), which was recorded at Book 2621, Page 4694, et seq. of the Public Records of Okaloosa County, FL and which became effective on May 31, 2005, thereby establishing the District.

WHEREAS, SCDC entered into a development agreement with the County (“Development Agreement”), which Development Agreement, as amended governs the rights and obligations of SCDC in connection with Heritage Plantation.

WHEREAS, Weltman is the owner of five (5) of the Phase I Lots (the “Weltman Lots”) according to the Plat recorded in Plat Book 22, Page 68 of the Public Records of Okaloosa County, comprised of Block B, Lot 8, Lot 9 and Lot 13; and Block C, Lot 1 and Lot 2 also known as Property Tax ID No’s ranging from 03-4N-23-1000-000(Block)-(Lot).

WHEREAS, the Association is governed by its elected officers and Directors, comprised of Weltman, as president, and Douglas E. Turner, as vice president (“Turner”).

WHEREAS, the District is governed by a five (5)-member board of supervisors, presently comprised of Weltman, Turner, William Bailey, Richard Bennett and Gary Paulzak (each individually a “Present Supervisor” and collectively, the “Present Board”), which Present Board has been constituted in its current form since June 9, 2011, or later (the “District Transition Date”).

WHEREAS, Weltman is presently Chairman of the Board.

WHEREAS, pursuant to Florida Statute and the Declaration, all of the Developed Lots are subject to Association levied assessments to fund the budget approved by the owners related to Association property (“HOA Assessments”), which HOA Assessments are personal in nature.

WHEREAS, all of the Developed Lots are subject to District levied assessments to fund the operating and maintaining costs related to District property (“O & M Assessments”).

WHEREAS, all of the Developed Lots are subject to District levied assessments to fund the repayment of [at least a portion] the Bonds (the “Financing Assessments”).

WHEREAS, O & M Assessments and Financing Assessments are collectively referred to sometimes herein as the “District Assessments”.

WHEREAS, the Okaloosa County Property Tax Collector or holders of Tax Certificates issued by the County is owed property taxes in connection with the Weltman Lots in the amount of 11,813.98 based on Weltman’s schedules in the Weltman Chapter 11 Case (the “Tax Claim”).

WHEREAS, the District has a secured claim against Weltman in the amount of $48,252.00 arising from the District Assessments (the “District Claim”), which is based on Weltman’s schedules in the Weltman Chapter 11 Case.

Page 2 of 7 WHEREAS, subject to the District Claim and Tax Claim, the Association has a secured claim against Weltman in the amount of $10,478.00 arising from the HOA Assessments (the “HOA Claim”), which is based on Weltman’s schedules in the Weltman Chapter 11 Case.

WHEREAS, Weltman (the “Weltman Plan”) proposes treatment of the Association Claim and the District Claim, which includes the conveyance of the Weltman Lots to a special purpose entity (“SPE”) controlled by the Association, subject to the agreement of the Association and the District to support Weltman’s Plan (the “Plan Treatment”), which Plan Treatment is summarized herein below.

WHEREAS, the Association and the District wish to enter into this Settlement Agreement thereby permitting Weltman’s Plan of Reorganization to be confirmed to facilitate the sale of the Weltman Lots the proceeds from which are to be used pay the Tax Claim and the District Claim with the balance available to the Association in respect of its Association Claim.

NOW THEREFORE, the Parties desire to enter into this Settlement Agreement to resolve the issues between them and in consideration of the foregoing and the mutual promises set forth below, the Parties, intending to be legally bound, agree to the terms hereof and the other considerations set forth herein below.

1. RECITALS: The above recitals are true and correct.

2. The APPROVALS; ACKNOWLEDGEMENTS AND WAIVERS: The full execution of this Settlement Agreement following ratification of same by the Association and the Present Board is expressly intended to affirm respectively, the Association’s and the District’s, or the Board’s, as applicable,

a) consent to the filing of Weltman’s Disclosure Statement and Plan and approval of the Plan Treatment contained therein and summarized in Section 5 hereof, and support of the Plan, and

b) authorization of the Association to vote its deficiency claim in favor of Weltman’s proposed treatment of the Association Deficiency Claim under the Plan contained therein and summarized in Section 9 hereof, and support of the Plan.

3. JOINDERS; BINDING EFFECT: The Parties agree that this Settlement Agreement shall be binding and effective when (i) the last of the signatories hereto has signed this agreement, (ii) all attachments, schedules and exhibits hereto have been approved by the Parties (the “Effective Date”) provided however that this Settlement Agreement shall be of no further force or effect if it has not been approved by the Association, the Board and the Court, within ninety (90) days of the execution hereof (the “Approval”), following which Approval this Settlement Agreement shall be binding upon the signatories hereto, subject to the other terms of this Settlement Agreement.

4. THE SPECIAL PURPOSE ENTITY (“SPE”): On or before the Effective Date of the Plan, WELTMAN shall convey to a special purpose entity owned 100% by the Association

Page 3 of 7 (“SPE”) the Weltman Lots as more fully detailed in this Section 5, Subsection A (the “SPE Property”) established for the purpose of holding and selling the SPE Property for the benefit of the members thereof as set forth in this Section 5, Subsection B, which SPE Property shall be sold by the manager thereof as set forth in this Section 5, Subsection C and the proceeds thereof distributed in accordance with this Section 5, Subsection D.

A. The property to be conveyed by Weltman to the SPE and comprising the SPE Property is the Weltman Lots (the “Conveyance”). The Conveyance shall be with prejudice, subject to the Tax Claim and the District Claim and in consideration of the express extinguishment of the Association’s rights to enforce, or cause the enforcement of, the collection of any delinquent installments of the Association Assessments, against Weltman. The conveyance of the SPE Property from Weltman to the SPE is a transfer that shall be accomplished under the Plan and shall be exempt from the payment of documents pursuant to 11 U.S.C. Section 1146(a).

B. The Member of the SPE is the Association.

C. The Manager of the SPE shall be Rizzetta & Co. (“Rizzetta”), or another trustee acceptable to the Association and the District, who shall be referred to sometimes herein as the Disbursing Agent and who shall be paid out of the proceeds of the sale of the SPE Property. Weltman, contemporaneous with a motion to the Court to approve this Settlement Agreement, shall make an application to the Court for Rizzetta, to be employed as Disbursing Agent.

D. The Okaloosa County Property Tax Collector and the District shall retain their respective liens against the SPE Property, which liens shall be released following the satisfaction in full through the Pro Rata Distribution by the Disbursing Agent from the proceeds from the sale of the SPE Property on the respective Distribution Dates. The Distributions that may be made by the Disbursing Agent in respect of the District Claim and the Tax Claim, which are co-equal in priority pursuant to Florida Statute, will be calculated as a fraction of the amount of any such Distribution, the numerator of which shall be the amount of each such claim and the denominator shall be the aggregate amount of the Tax Claim and the District Claim.

5. DEFICIENCY CLAIM AND SATISFACTION OF THE ADMINISTRATIVE CLAIMS: There shall be no deficiency claims as against Weltman following the Conveyance. To the extent that proceeds from the sale of the SPE Property are sufficient to satisfy the Tax Claim, the District Claim and/or the Association Claim, then the excess proceeds shall first be disbursed in respect of any Administrative Claims of the Okaloosa County Property Tax Collector and the District, on a pro rata basis and thereafter, any excess proceeds shall remain the property of the SPE for the benefit of the Association. 6. SETTLEMENT IMPLEMENTATION: At confirmation of the Weltman Plan, the Association, the District and Weltman shall execute the documents and agreements related to this Settlement Agreement and the Conveyance and SPE Trust documents contemplated herein.

Page 4 of 7

7. MUTUAL REPRESENTATIONS: Weltman, upon conveyance of the SPE Property to the SPE, shall be relieved of making any and all payments related to the past or future special assessments billed or to be billed pursuant to the prior or current year to either the Association or the District in connection with the District’s (2014-2015) O & M Budget, whether past due, administrative claims in the Weltman Chapter 11 Case or when and as due and will not be obligation to make any other payments of taxes and special assessments now or in the future owing on the SPE Property.

8. APPROVAL OF THE COURT; ADMINISTRATION: Following the execution of this Settlement Agreement, (a) Counsel for Weltman shall file said Settlement Agreement with the U.S. Bankruptcy Court together with a Motion to Approve said Settlement Agreement upon [SHORTENED] negative notice. The U.S. Bankruptcy Court, Northern District, Tallahassee Division will retain jurisdiction for purposes of administering this Settlement Agreement and for awarding remedies in case of any default.

9. AUTHORITY: The full execution of this Settlement Agreement means that each of the parties hereto represents that it has the requisite authority to enter into this Settlement Agreement and each of the Parties is relying on the representations of the other Parties in entering into this Settlement Agreement.

10. NON-CONFIDENTIALITY: Nothing in this Settlement Agreement is intended to, or shall be construed as an agreement to hold the terms hereof confidential it being expressly understood that this Settlement Agreement shall be filed with the U.S. Bankruptcy Court upon execution hereof.

11. ATTORNEYS' FEES; COSTS: The Parties shall each be responsible for their own respective fees in connection with this Settlement Agreement. In the event of any litigation arising out of the Settlement Agreement, the prevailing party shall be entitled to court costs and any reasonable attorney’s fees at the pre-trial, trial appellate, post judgment administration and bankruptcy levels.

12. RECORDING OF SETTLEMENT AGREEMENT: This Settlement Agreement may be recorded on the Public Records of any public office.

13. GOVERNING LAW: This Settlement Agreement shall be governed, construed and interpreted by, through and under the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court, Northern District of the State of Florida.

14. SEVERABILITY: This Settlement Agreement and the application thereof shall, for every reason and any reason and to the fullest extent, be invalid and unenforceable, if any provision hereof is deemed invalid or unenforceable.

15. DESCRIPTIVE HEADINGS: The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Parties.

Page 5 of 7

16. CONSTRUCTION: The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

17. NON-WAIVER: No indulgence, waiver, election or non-election by the District under this Settlement Agreement shall affect SCDC's duties and obligations hereunder.

18. MODIFICATION: The parties hereby agree that this document contains the entire agreement between the Parties and this Settlement Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto.

19. NOTICE: Any notice required or permitted under this Lease or under state law shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

20. HEIRS, ASSIGNS AND SUCCESSORS: This Settlement Agreement is binding according to its terms and shall thereby be binding upon and inure to the benefit of the heirs, assigns, successors in interest to the parties.

21. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES: The Parties do hereby represent and warrant to each other that each of their respective representations and warranties contained in this Settlement Agreement are true, correct and complete as of the date hereof and on the Plan Effective Date shall apply to the execution and delivery of the Definitive Agreement.

LOUIS S. WELTMAN, Individually

By: ______

STATE OF FLORIDA COUNTY OF PALM BEACH

______Notary Public, State of Florida My Commission Expires: ______

Page 6 of 7 HERITAGE PLANTATION HOMEOWNERS’ ASSOCIATION, INC.

By: ______Name: Louis S., Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as president of the Heritage Plantation Homeowners’ Association, Inc. organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Heritage Plantation Homeowners’ Association, Inc.

______Notary Public, State of Florida My Commission Expires: ______

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT

By: ______Name: Louis S., Weltman, Chairman of the Board of Supervisors

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as chairman of the Board of Supervisors of the Heritage Plantation Community Development District organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Heritage Plantation Community Development District.

______Notary Public, State of Florida My Commission Expires: ______

Page 7 of 7

Tab 4

LEWIS & THOMAS, L.L.P. ATTORNEYS AT LAW

RONALD B. LEWIS, P.A. 1,2 445 E. PALMETTO PARK ROAD DONALD THOMAS BOCA RATON, FLORIDA 33432 TELEPHONE (561) 368-7474 FACSIMILE (561) 368-0293 1 ALSO ADMITTED CONNECTICUT BAR 2 ALSO ADMITTED NEW YORK BAR

June 5, 2014

Board of Supervisors Heritage Plantation Community Development District c/o Debra Anderson Rizzetta & Company 120 Richard Jackson Blvd, Suite 220 Panama City Beach, FL 32407

Re: Southeastern Consulting & Development Co., Inc. (“SCDC”) Settlement Proposal in connection with the claims of the District (“Settlement Proposal”)

Gentlemen:

I am writing to you in advance of the June 13, 2014 meeting of the Board of Supervisors of the Heritage Plantation Community Development District (the “Board”) to express my opinion regarding the Settlement Proposal, which has previously been forwarded to you by Rizzetta & Co. It is my opinion that the Supervisors should approve this Settlement Proposal and authorize the Chairman of the Board of Supervisors to execute it for the reasons set forth below.

Procedural History: It has been more than three (3) years since SCDC filed its Chapter 11 Petition. In the time since, SCDC, while taking the position that neither the Bondholders nor the Indenture Trustee have standing in its Chapter 11 Proceedings, has attempted to engage the Bondholders directly, by and through counsel for the Indenture Trustee, in an effort to gain their support for a consensual Plan of Reorganization. To date, these efforts have not succeeded.

At various times during these Chapter 11 Proceedings, the Indenture Trustee has communicated to the District its desire for the District to seek relief from the Automatic Stay provisions (the “Stay Relief Motion”) that have prevented the District from moving forward with the foreclosure sale of the 240 lots at Heritage Plantation that comprise the District’s collateral on its Special Assessments (the “District Collateral”). Primarily, the Board has not authorized its counsel to file a Stay Relief Motion because of the lack of funds to proceed. The Indenture Trustee has been invited to fund a Stay Relief Motion and my firm has provided the Indenture Trustee with a proposal to represent the District in this matter. To date, the Indenture Trustee has not followed up on my proposal nor expressed to this Board its willingness to do so.

Board of Supervisor’s cont’d Page 2 of 2 June 5, 2014

In a previous communication to this Board, I indicated my substantive concerns about filing a Stay Relief Motion. First, I understood that SCDC would object to any such relief sought by the District. Second, as the District’s Collateral is integral to any Plan of Reorganization submitted by the Debtor, I could not advise you that the District would be successful in its motion to gain relief from the Stay. Third, I could not see the advantage to filing such a motion when SCDC was offering the substantive relief sought by the Indenture Trustee through its proposed treatment of the District’s Claims under the Plan.

SCDC’s Settlement Proposal: In summary, the District should accept the Settlement Proposal because the District benefits in several ways, as follows:

First, the District Collateral would be placed into a “trust” administered by me, or another trustee acceptable to the Indenture Trustee and the Bondholders, with the express purpose of auctioning the District Collateral for the benefit of (i) the Bondholders and (ii) the holders of property tax claims against the District Collateral.

Second, there is no additional cost to the District of filing a Stay Relief Motion or the other costs of a foreclosure.

Third, the auction process, unless the trustee is directed to hold the property, would be swift thereby reducing, if not eliminating, the ancillary costs of holding the District Collateral and the related liability of ownership.

Fourth, and most importantly, the District Collateral would not be sold until all of the wastewater assets related to Heritage Plantation are under the control of the District thereby ensuring maximum value of the District Collateral.

I look forward to discussing the Settlement Proposal at the upcoming meeting of the Board and will expand on the content of this letter as needed and requested.

Very truly yours, Lewis & Thomas, L.L.P.

Ronald B. Lewis

Ronald B. Lewis, Esq.

C: Debra Anderson SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (“SETTLEMENT AGREEMENT”) dated as of June __, 2014 is by and between LOUIS S. WELTMAN, HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT, SOUTHEASTERN CONSULTING & DEVELOPMENT CO., INC., WATER RECLAMATION OF NWF, LLC., HIGHLAND LAND COMPANY, LLC., NWJ GATOR INVESTMENTS, LLC. and PHOENIX REALTY PARTNERS, INC.

THE PARTIES:

Phoenix Realty Partners, Inc. is a financial consulting firm and Debtor in Possession (“Phoenix”), with an address at 6615 W. Boynton Beach Blvd., Suite 341, Boynton Beach, Florida 33437 (“Phoenix”).

Southeastern Consulting & Development Co., Inc., is a Florida corporation and Debtor in Possession (“SCDC”, or the “Debtor”), which was incorporated by Stephen C. Riggs, III (“Riggs”) in 2001. SCDC operates as a developer of “for sale” residential and commercial property with an address at 6615 W. Boynton Beach Blvd., Suite 341, Boynton Beach, Florida 33437.

Louis S. Weltman is an individual who resides in Boynton Beach, Florida and is a Debtor in Possession (“Weltman”). Weltman is president of Phoenix. As of January 1, 2014, Weltman is the owner of a super-majority of the common stock of SCDC.

Water Reclamation of NWF, LLC. (“WRNWF”) is a single-member Florida limited liability company and a wholly-owned, though non-operating, subsidiary of SCDC, which was organized by Riggs on May 3, 2006 to serve as the wastewater utility for “Heritage Plantation”, as herein defined. WRNWF is located at 6615 W. Boynton Beach Blvd., Suite 341, Boynton Beach, Florida 33437.

NWJ Gator Investment, LLC (“Gator”) is a Florida limited liability company, which was organized on July 2, 2012 and with a principal place of business located at 6615 W. Boynton Beach Blvd., Suite 341, Boynton Beach, Florida 33437 (“Gator”). Gator is managed by Weltman, as the manager of Alternative Structure & Programs, LLC, under the direction and control of the voting members of Gator.

Highland Land Co., LLC. is a Georgia limited liability company and Debtor in Possession, which was organized on June 29, 2000 (“Highland”). Highland is the successor by merger to Turner Heritage Homes, Inc., with an address at 6615 W. Boynton Beach Blvd., Suite 341, Boynton Beach, Florida 33437 (“Highland”).

Weltman, the District; SCDC, WRNWF, Highland, NWJ and Phoenix are the “Parties” to this Settlement Agreement.

RECITALS:

WHEREAS, all of the defined terms used in this Settlement Agreement have the meanings set forth herein.

WHEREAS, the intent of the Florida Local Government Development Agreement Act (the “DA Act”) as provided in Section 163.3220(2), Florida Statutes, encourages local governments to enter into development agreements subject to the procedures and requirements contained in Florida Statutes.

WHEREAS, the Okaloosa County Land Development Code has been adopted by Ordinance No. 91-1, as amended, and contains Section 1.11.05 “Development Agreement” specifically authorizing the County to enter into development agreements with developers.

WHEREAS, on May 17, 2005, the County and SCDC entered into a Development Agreement (the “Original Development Agreement”), which was recorded at Book 2621, Page 4767, et seq. of the Public Records of Okaloosa County, FL, to allow development of that certain 989.83 acres in unincorporated Okaloosa County (the “Property”) in a project known as “Heritage Plantation” consisting of 900 single family residential homes, a golf course, and associated amenities (the “Project”).

WHEREAS, the Original Development Agreement was subsequently amended by the First Amendment to the Development Agreement on May 2, 2006, which was recorded at Book 2713, Page 1406, et seq. of the Public Records of Okaloosa County, FL, to amend certain provisions related to the Project’s wastewater collection, transmission, treatment and disposal applications (the “Wastewater System”).

WHEREAS, to provide wastewater service to the Project, SCDC was obligated pursuant to the Development Agreement, as amended, to construct wastewater collection infrastructure, including underground pipes, gravity and low-pressure force mains and minor lift stations (collectively, the “Wastewater Collection System”) and a master lift station, the pond at the main entrance of the Project all of which was completed at an aggregate cost of $2,248,492.00 (collectively with the Extension, the “Wastewater Transmission System”) and the “Extension”, which is defined as the half-mile transmission line in the public right of way adjacent to

Page 2 of 24 Highway 85 and a master lift station to collect wastewater from Heritage Plantation, pump sewage from the development to the wastewater treatment plant for the Project and return “reuse” treated water to be utilized to irrigate the Property, all of which was completed at a cost of $628,900.00.

WHEREAS, in October 2006, SCDC, on behalf of WRNWF, was issued permits to construct the Extension.

WHEREAS, the Original Development Agreement, as amended, was further amended by the Second Amendment to the Development Agreement on March 28, 2007, which was recorded at Book 2774, Page 4900, et seq. of the Public Records of Okaloosa County, FL, to amend provisions pertaining to the Project’s recreational areas (the “Original Recreational Facilities”).

WHEREAS, SCDC has petitioned the County to further amend the Development Agreement, as amended (the “Third Amendment”), subject to the requirements of Section 163.3225, Florida Statutes, wherein the County must hold two public hearings with respect to the Third Amendment, one of which was held on June 12, 2014 and the second of which is presently scheduled to be held on July 1, 2014 respectively, with due public notice to be provided for each as required by law.

WHEREAS, the Original Development Agreement, the First Amendment to the Development Agreement, the Second Amendment to the Development Agreement and the Third Amendment to the Development Agreement are collectively referred to hereinafter as the “Development Agreement, as amended”.

WHEREAS, the District is comprised of 913 acres of the Property as more fully set forth in the District Notice (the “District Lands”).

WHEREAS, as authorized by the Development Agreement, as amended, the County has issued development orders for and a number of improvements have been constructed at the Project, including, 172 developed lots in Phase I of Heritage Plantation (the “Phase I Lots”) and 125 developed lots in Phase II of Heritage Plantation (the “Phase II Lots”), a golf course (the “Golf Course”), the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A”, a 9,100 square foot gatehouse (the “Gatehouse”), the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A” and a maintenance building (the “Maintenance Building”, the development order for which has been issued but it has not yet been constructed).

WHEREAS, the Phase I Lots and the Phase II Lots are collectively hereinafter referred to sometimes as the “Developed Lots”.

WHEREAS, 500 + acres of Heritage Plantation remain undeveloped (the “Undeveloped Property”).

Page 3 of 24 WHEREAS, SCDC has set aside 18 acres to be used for a recreational area as is required by the Development Agreement, as amended, the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A” (the “Rec Lands”).

WHEREAS, SCDC has set aside 2 acres for the Maintenance Building, the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A” (the “Maintenance Lands”).

WHEREAS, pursuant to Article 4, Section 4.2 of the Development Agreement, as amended and Article 9, Section 9.1(b) of the Development Agreement, as amended, SCDC or a Community Development District is obligated to construct the Wastewater Collection System at Heritage Plantation and convey same to WRNWF, as the “Utility” for the Project, together with the “Irrigation System”, which is SCDC owned infrastructure serving the irrigation requirements of Heritage Plantation and which was completed at a cost of $2,138,168.00.

WHEREAS, the Project is intended to be served by the integrated Wastewater System, whereby the Golf Course and the Developed Lots, initially and the remainder of the lots to be developed on the Property, rely on the future availability of “re-use” water for irrigation purposes and the Wastewater System relies on the Property for the discharge of effluent.

WHEREAS, the Irrigation System is a necessary component of the Wastewater System in order to permit the discharge of re-use water onto the Property.

WHEREAS, the Project is subject to the jurisdiction of the Florida Department of Environmental Protection (“FDEP), the governmental jurisdictional agency with authority over stormwater and wastewater matters at Heritage Plantation.

WHEREAS, as authorized by the Development Agreement, as amended, the County has issued development orders for and SCDC has constructed the Wastewater Collection System, the Irrigation System and potable water lines (the “Potable Water System”).

WHEREAS, the Wastewater Collection System, the Irrigation System and the Potable Water System have been conveyed or shall be conveyed by SCDC to the applicable “utility” as set forth in the Development Agreement, as amended.

WHEREAS, as authorized by the Development Agreement, as amended, SCDC and the District are obligated to construct the infrastructure related to Phases I and II of the Project as more fully detailed in the report prepared by the District’s Engineer, Gustin Cothern and Tucker and utilized by the Manager in connection with the District (the “Revised Engineer’s Report”), as well as a recreational complex (the “CDD Improvements”)

WHEREAS, the County has issued development orders for and the District has constructed certain infrastructure related to the CDD Improvements, including underground electric, roads and stormwater drainage all of which is in connection with the Developed Lots.

Page 4 of 24 WHEREAS, the District has not yet funded nor has it or SCDC constructed the recreational complex, which is estimated cost $1.3 million to construct according to the Revised Engineer’s Report.

WHEREAS, the District has not yet funded nor has it or SCDC completed the final lift of asphalt necessary for completion of the roads within Phases I and II of the Project, which is estimated to cost $0.5 million according to the Revised Engineer’s Report.

WHEREAS, fifty-seven of the Developed Lots have been sold to individual lot owners (collectively, the “3rd Party Lots”) and the remaining two hundred and forty of the Developed Lots are titled in the name of SCDC (the “SCDC Lots”), the legal description for which SCDC Lots is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A”.

WHEREAS, Highland is the owner of eight (8) of the 3rd Party Lots, five (5) of which are subject to the secured lien of Trustmark National Bank, N.A. (the “Highland HP Lots”), the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A”

WHEREAS, Weltman is the owner of five (5) of the 3rd Party Lots (the “Weltman HP Lots”), the legal description for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A”

WHEREAS, the District is located in and operates exclusively within the County.

WHEREAS, the District is governed by a five (5)-member board of supervisors (the “Board”), presently comprised of Weltman, Douglas E. Turner, William Bailey, Richard Bennett and Gary Paulzak (each individually a “Present Supervisor” and collectively, the “Present Board”), which Present Board has been constituted in its current form since June 9, 2011, or later (the “District Transition Date”).

WHEREAS, Weltman is presently Chairman of the Board.

WHEREAS, prior to the District Transition Date, the Board was comprised of three (3) supervisors, including Cynthia Locke, Steven Riggs, IV and its former chairman, Stephen C. Riggs, III (“Riggs”), who was chairman of the District from May 31, 2005 (the date the District was established) until the District Transition Date (collectively, the “Old Board”).

WHEREAS, the District owns the CDD Improvements and deed restrictions granting to the District unlimited ingress and egress by and through the Gatehouse (the “District-Owned Property”) as set forth in detail in the Revised Engineer’s Report.

WHEREAS, the Revised Engineer’s Report is used by the Manager develop the revised assessment methodology to be adopted by the District to reflect the benefit received by all of the lots and lands within the District (the “Revised Assessment Methodology”).

Page 5 of 24 WHEREAS, the Ordinance, sets forth, among other things, the Function and Powers of the District in Section 4 thereof, including but not limited to in subsection (A)(11), the right and power of eminent domain for the uses and purposes of the district relating solely to water, sewer, district roads, and water management.

WHEREAS, the “Notice of Establishment of the Heritage Plantation Community Development District” was recorded by the District on June 5, 2007 at Book 2788, Page 1699, et seq of the Public Records of Okaloosa County, Florida (the “District Notice”).

WHEREAS, the District has Special Powers as set forth in Section 4(B)(1)(b) to finance, fund, plan, establish, acquire, construct, reconstruct, enlarge or extend, equip, operate and maintain systems, facilities, and basis infrastructure for ……. “sewer and wastewater management, reclamation and reuse or any combination thereof, and to construct and operate connecting, intercepting, or outlet sewer and sewer mains and pipes and water mains, conduits, or pipelines in, along and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system.”

WHEREAS, at the direction of Riggs, the Old Board approved the District’s issuance of Bonds to finance the CDD Improvements comprised of the necessary infrastructure and improvements to complete the Phase I Lots and the Phase II Lots, excluding the Potable Water System and the Wastewater Collection System (the “Bond Issuance Approval”).

WHEREAS, following the Bond Issuance Approval, the District issued “Series 2006A Bonds” and “Series 2006B Bonds” (collectively, the “Bonds”).

WHEREAS, the “Series 2006A Bonds” and “Series 2006B Bonds” were issued in the respective amounts of $4,830,000 and 6,975,000 (collectively, the “Bond Proceeds”).

WHEREAS, the Bonds were issued pursuant to a “Master Indenture” dated as of November 1, 2005 between the District and the trustee of the Master Trust Indenture (the “Indenture Trustee”) (as supplemented and amended from time to time in accordance with its terms).

WHEREAS, all of the Developed Lots are subject to District levied assessments to fund the operating and maintaining costs related to District property as detailed in the Revised Assessment Methodology and as set forth in a budget adopted by the District in accordance with Florida Statute (“O & M Assessments”).

WHEREAS, all of the Developed Lots are subject to District levied assessments to fund the repayment [at least a portion] of the Bonds (the “Financing Assessments”).

WHEREAS, O & M Assessments and Financing Assessments are collectively referred to sometimes herein as the “District Assessments”.

WHEREAS, in 2009, the District initiated the “District Foreclosure Action” against SCDC in connection with unpaid District Assessments.

Page 6 of 24

WHEREAS, SCDC has further placed multiple non-contiguous acres of jurisdictional wetlands of the Property under a perpetual conservation easement as more fully detailed in the Conservation Easement Deed duly executed by the Grantor therein and recorded in the Public Records of Okaloosa County on August 22, 2007.

WHEREAS, the Golf Course is non-operational at the present time and SCDC, pursuant to the Third Amendment, intends to convert the substantive portion of the Golf Course to open green space (the “Green Space”), with a portion of the Golf Course to be retained for development by SCDC (the “Commercial Lands”).

WHEREAS, the Green Space contains Walking Trails and related Community Areas, which shall be conveyed to the County for maintenance and dedicated as a recreational area for the general public (the “Public Recreational Lands”), as more fully detailed in the Third Amendment.

WHEREAS, the Development Agreement, as amended, and in particular the Second Amendment to the Development Agreement, as well as the FDEP issued permits, requires SCDC or the District to construct a wastewater treatment plant for the Project.

WHEREAS, on May 5, 2006, WRNWF purchased from Richard A. Carter (“Carter”) three parcels aggregating to a 42 acre parcel on SR 85, Crestview, FL near the Property (collectively, the “Carter Property”), the legal descriptions for which is set forth in the composite of legal descriptions attached hereto and made a part hereof as Exhibit “A”, and the warranty deed issued in connection with the purchase was recorded on May 12, 2006 in Official Records Book 2708, Page 122, et seq., of the Public Records of Okaloosa County, Florida.

WHEREAS, in connection with the purchase of the Carter Property, WRNWF issued to Carter a $1.5 million purchase money mortgage personally guaranteed by Riggs (the “Carter Mortgage”), which was recorded in the public records of Okaloosa County at Book 2708, Page 1216 on May 12, 2006.

WHEREAS, on March 7, 2007, the FDEP issued a permit to WRNWF (the “Permit”) for the construction and operation of the North Okaloosa Water Reclamation Facility (“NOWRF”, or the “Plant”), a 27,000 gallon per day (gpd) wastewater treatment plant constructed on an approximately eight (8) acre portion of the Carter Property (the “Plant Site”), which NOWRF was completed at a cost of $1,190,000.00.

WHEREAS, Riggs caused a package plant to be constructed on the Plant Site to serve as the NOWRF, which is non-operational and there is no economic justification to the repair of the NOWRF.

WHEREAS, WRNWF completed construction of the Plant in October 2007, the value of which is $2 million according to a valuation of the NOWRF requested by Riggs in connection with the Riggs Chapter 11 Proceedings and prepared by James Kizer of Constantine Engineering (the “NOWRF Valuation”).

Page 7 of 24

WHEREAS, on or about January 31, 2008, Riggs (improperly; SCDC is the sole member of WRWNF, not Riggs, individually) executed a mortgage as the president and sole member of WRNWF to secure that certain note (the “BB & T Note 4”) in favor of Branch Banking & Trust (“BB & T”).

WHEREAS, on or about January 31, 2008, Riggs also executed a UCC Financing Statement in favor of BB & T on behalf of WRNWF to perfect a security interest in the fixtures owned by WRNWF in connection with the BB & T Note 4.

WHEREAS, in and around May 2008, WRNWF defaulted on the Carter Mortgage and Carter initiated foreclosure proceedings against WRNWF in connection with WRNWF’s default under the Carter Mortgage (the “WRNWF Foreclosure”).

WHEREAS, in and around March 2009, Carter foreclosed on the Carter Property, including the Plant and all improvements thereupon and obtained a judgment against WRNWF and Riggs (the “WRNWF Judgment), which WRNWF Judgment was recorded in the public records of Okaloosa County at Book 2881, Page 1738 on March 26, 2009.

WHEREAS, in and around March 2009, Carter obtained the “WRNWF Deficiency Judgment” against WRNWF and Riggs in the initial amount of the $1,156,344.00 in connection with the WRNWF Foreclosure, which WRNWF Deficiency Judgment was recorded in the public records of Okaloosa County at Book 2916, Pages 259-261.

WHEREAS, on October 5, 2009, BB & T filed the BB & T Notice of Lis Pendens.

WHEREAS, on November 25, 2009, BB & T filed the Amended BB & T Notice of Lis Pendens.

WHEREAS, Carter initiated collection efforts against Riggs in connection with the WRNWF Deficiency Judgment, including garnishment of bank accounts and wages.

WHEREAS, Riggs filed a Chapter 11 Petition in the United States Bankruptcy Court for the Northern District of Florida, Pensacola Division under case number 10-bk-30236 and in connection therewith, filed a Suggestion of Bankruptcy on February 16, 2010 in the BB & T Foreclosure Action.

WHEREAS, on March 31, 2010, the order granting the BB & T Foreclosure Judgment was filed with the Circuit Court of the First Judicial Circuit, in and for Okaloosa County, Florida and recorded on April 5, 2010 in Public Record Book 2930, Page 1441 et seq, of the Public Records of Okaloosa County, FL;

WHEREAS, a Final Judgment of Foreclosure was issued in connection with the District Foreclosure Action on November 23, 2010.

Page 8 of 24 WHEREAS, a foreclosure sale was set for January 5, 2011 in connection with the Developed Lots pursuant to the District’s Final Judgment of Foreclosure (the “District Foreclosure Sale”), which District Foreclosure Sale was subsequently continued until May 18, 2011 and then stayed pursuant to the “SCDC Chapter 11 Proceedings”, as herein defined.

WHEREAS, on or about January 18, 2011, Riggs filed an application with the FDEP to transfer the Permit (the “Permit Transfer”) to the Heritage Plantation Homeowners’ Association, Inc. (the “Association”), which Permit Transfer was never completed.

WHEREAS, SCDC filed a Chapter 11 Petition in the United States Bankruptcy Court for the Northern District of Florida, Tallahassee Division under case number 11-bk-40398 (the “SCDC Chapter 11 Proceedings”).

WHEREAS, on or about January 30, 2012, the FDEP issue a non-compliance letter to WRNWF stating that a condition to the renewal of the Permit was that any permittee in connection with the Permit is that such permittee also have ownership of or control over the Carter Property and the NOWRF.

WHEREAS, on February 21, 2012, BB & T assigned the BB & T Foreclosure Judgment to HP Land, LLC. (“HP Land”)

WHEREAS, on or about March 6, 2012, the Permit was scheduled to expire following the end of its initial five (5) year term.

WHEREAS, on or about April 1, 2012, Weltman filed an application with the FDEP to transfer the Permit to Turner Heritage Homes, Inc. (“Turner”), the predecessor to Highland.

WHEREAS, on or about June 6, 2012, the Permit was renewed for an additional five (5) year term and issued to Highland’s predecessor, Turner.

WHEREAS, on December 18, 2012, Phoenix purchased the Carter Property, including the Plant and all improvements thereupon, with funds borrowed from Weltman and his wife, jointly, as Tenants by the Entireties (the “Phoenix Loan”).

WHEREAS, on December 18, 2012, Carter assigned the WRNWF Deficiency Judgment to Phoenix and Phoenix subsequently assigned the WRNWF Deficiency Judgment to Gator.

WHEREAS, on December 18, 2012, Carter assigned the Carter Mortgage to Phoenix.

WHEREAS, Highland holds the Permit and is now the Permittee as the successor by merger to Turner.

WHEREAS, the Carter Property, the Plant, the Wastewater Collection System, the Irrigation System and the Transmission System are each individually and collectively integral to wastewater collection and irrigation services to be provided to the Property [and the District Lands].

Page 9 of 24

WHEREAS, the Parties wish to continue development at Heritage Plantation and adopt the Third Amendment to the Development Agreement, as amended.

WHEREAS, SCDC is presently the direct owner of the Phase I Lots, the Phase II Lots, the Golf Course, the Undeveloped Property, the Maintenance Lands, the Rec Lands and the Gatehouse and may be the owner of the Irrigation System and the Wastewater Collection System.

WHEREAS, if SCDC is the owner of the Irrigation System and the Wastewater Collection System, SCDC is obligated by the Development Agreement, as amended, to convey the Irrigation System and the Wastewater Collection System to WRNWF.

WHEREAS, WRNWF is the owner of the Extension and is or shall be the owner of the Wastewater Collection System and the Irrigation System.

WHEREAS, the Phase I Lots, the Phase II Lots, the Golf Course, the Undeveloped Property, the Maintenance Lands, the Rec Lands and the Gatehouse are subject to County ad valorem taxes, which ad valorem taxes are in arrears and subject to the claims (the “Tax Claims”) of one or more holders of property tax certificates sold by the County in connection with certain real property owned by SCDC (the “Tax Certificate Holder(s)”).

WHEREAS, Weltman controls SCDC, as the successor to Phoenix and Weltman wishes to continue development at Heritage Plantation under SCDC’s name, subject to the Development Agreement, as amended.

WHEREAS, the District has a secured claim against SCDC arising from the Financing Assessments, which secured the Bonds (the “Impaired Secured Claim”). The aggregate amount of the Impaired Secured Claim is approximately $13,209,946.90 based on the District’s Proof of Claim filed, which is secured by the SCDC Lots, the value of which is approximately $100,000.00 in the aggregate leading to a deficiency in the amount of approximately $13,109,946.90 (the “District Deficiency Claim”).

WHEREAS, the District has an unsecured claim against SCDC in the amount of $19,586,325.81 (the “Impaired Unsecured Claim”), comprised of two separate unsecured claims of the District, which are based on contractual arrangements related to the issuance of its Series 2006 Bonds, including an unsecured claim in the amount of $380,509.81 related to the “Acquisition Agreement” and an unsecured claim in the amount of $19,305,816.00 in connection with a “Completion Agreement”.

WHEREAS, the Impaired Secured Claim and the Impaired Unsecured Claim are collectively sometimes referred to herein as the “District Claims”.

WHEREAS, SCDC and Phoenix, as the proponent of SCDC’s plan of reorganization (the “SCDC Plan”), have previously proposed treatment of the District Claims, which includes the conveyance of the SCDC Lots to a trust to facilitate the sale of the SCDC Lots (the “Distribution Trust”), subject to the agreement of the District to support SCDC’s Plan (the

Page 10 of 24 “District Treatment”), which District Treatment is more fully detailed in the composite claim treatments attached hereto and made a part hereof as Exhibit “B”.

WHEREAS, the Indenture Trustee has opposed the SCDC Plan and the District Treatment contained therein.

WHEREAS, the Indenture Trustee has requested that the District file a motion in the SCDC Chapter 11 Proceedings seeking relief from the automatic stay provisions of the United States Bankruptcy Code (the “Code”) in order to pursue the District Foreclosure Sale (the “Stay Relief Motion”).

WHEREAS, notwithstanding that counsel for the District believes SCDC will be able to sustain its objection to any Stay Relief Motion, the Board has agreed to file the Stay Relief Motion provided the Indenture Trustee funds the cost of filing such Stay Relief Motion and the other legal costs and fees in connection therewith (the “Stay Relief Costs”).

WHEREAS, the Indenture Trustee has not agreed to fund the Stay Relief Costs.

WHEREAS, SCDC and the District acknowledge the professional and public benefits of wastewater service within the service area of the District.

WHEREAS, the District wishes to control the Wastewater System, including the Plant, the Irrigation System, the Wastewater Collection System and the Transmission System, to ensure the delivery of wastewater service to the Property and the District Lands.

WHEREAS, it is in the best interests of the County and the citizens of the County that the development of the Property and the Project be completed in a planned and orderly fashion giving consideration to the Third Amendment.

WHEREAS, the Project will be developed over a period of years and therefore the Parties are desirous of agreeing upon and memorializing SCDC’s extended and modified development rights with regard to the Property and the Project, all in contractual terms in the form of the Third Amendment.

WHEREAS, on or about February 7, 2012, the County, pursuant to Ordinance 12-04, has amended the Okaloosa County Comprehensive Plan – Future Land Use Map so that the future land use for the Property has been changed to Mixed Use (“MU”).

WHEREAS, on or about February 7, 2012, the County, pursuant to Ordinance 12-05, has amended the Okaloosa County Land Development Code so that the Zoning District Classification and Zoning Map for the Property has been changed to Mixed Use (“MU”).

WHEREAS, the District wish to enter into this Settlement Agreement thereby permitting (i) SCDC a reasonable time period to proceed with development of the Project, (ii) the District to consolidate the essential wastewater assets under the control of the District, and (iii) to permit

Page 11 of 24 SCDC’s Plan of Reorganization to be confirmed to facilitate the sale of the Developed Lots the proceeds from which are to be used by the District to cure the District’s default on the Bonds.

1. RECITALS: The above recitals are true and correct.

2. The DISTRICT’S APPROVALS; ACKNOWLEDGEMENTS AND WAIVERS: The full execution of this Settlement Agreement following ratification of same by the Board is expressly intended to affirm the District’s, or the Board’s, as applicable,

a) acknowledgment and/or approval of the conveyance by SCDC of the Gatehouse and the Public Recreational Lands to the District, and

b) acknowledgement and/or approval of the retention by the District of Rizzetta & Co., as the manager of the District, to develop the revised lot assessments pursuant to the Revised Assessment Methodology based on the Revised Engineer’s Report, and

c) consent to the filing of the Debtor’s Disclosure Statement and Plan and approval of the District Treatment contained therein and summarized in Section 5 hereof, and support of the Plan, and

d) authorization of the District to vote its deficiency claim in favor of the Debtor’s proposed treatment of the District Deficiency Claim under the Plan contained therein and summarized in Section 9 hereof, and support of the Plan, and

e) authorization of Weltman, on behalf of the District, to enter into such other agreements, if any, with SCDC and the other Parties as are specified in this Settlement Agreement and the Plan, subject to confirmation that the assets that are to be contributed to the Debtor as new value pursuant to the Plan and subsequently transferred to the District and/or WRNWF, including but not limited to the Highland HP Lots, the Weltman HP Lots, the Carter Property, the Plant, the Transmission System and the Permit, subject to any mortgages or security agreements encumbering such assets (collectively, the “New Value”) have been or shall be contributed to Debtor or to any subsidiary of the Debtor.

3. JOINDERS; BINDING EFFECT: The Parties agree that this Settlement Agreement shall be binding and effective when (i) the last of the signatories hereto has signed this agreement, (ii) all attachments, schedules and exhibits hereto have been approved by the Parties (the “Effective Date”) provided however that this Settlement Agreement shall be of no further force or effect if it has not been approved by the Board and the Court(s), within ninety (90) days of the execution hereof (the “Approvals”), following which Approvals this Settlement Agreement shall be binding upon the signatories hereto, subject to the other terms of this Settlement Agreement. Without limiting the generality of the above statement, this Settlement Agreement shall not be

Page 12 of 24 binding on the District unless SCDC, Phoenix, Highland, Weltman, NWJ and WRNWF are determined to be in compliance with the provisions of paragraphs 5 through 11 hereof written notice thereof to the District from SCDC, Phoenix, Highland, Weltman, NWJ and WRNWF.

4. BONDS: The Parties agree and acknowledge that the Bonds are an obligation of the District and not SCDC and the Parties hereto shall not attempt to exercise any power or authority over the restructuring of such Bonds.

5. THE DISTRIBUTION TRUST: On or before the Effective Date of the Plan, SCDC shall convey property as more fully detailed in this Section 5, Subsection A (the “Distribution Trust Property”) to a trust established for the purpose of holding and selling the Distribution Trust Property (the “Distribution Trust”) for the benefit of the beneficiaries thereof as set forth in this Section 5, Subsection B, which Distribution Trust Property shall be sold by trustee thereof as set forth in this Section 5, Subsection C and the proceeds thereof distributed in accordance with this Section 5, Subsection D.

A. The property to be conveyed by SCDC to the Distribution Trust shall include the Rec Lands, the Maintenance Lands and the SCDC Lots (the “Conveyance”). At the same time, the District shall assign its Foreclosure Judgment and right to credit bid to the Distribution Trust. The Conveyance shall be with prejudice and in consideration of the express extinguishment of the District’s rights to enforce, or cause the enforcement of, the collection of any delinquent installments of the District Assessments securing the Bonds not satisfied by the Conveyance or the subsequent sale of the Distribution Trust Property, against all third parties, including but not limited to future accelerated principal amounts, interest, penalties, or other amount arising from any future delinquent payments. The conveyance of the Distribution Trust Property from SCDC to the Distribution Trust is a transfer that shall be accomplished under the Plan and shall be exempt from the payment of documents pursuant to 11 U.S.C. Section 1146(a).

B. The Beneficiaries of the Distribution Trust are the Tax Certificate Holders and the District.

C. The Trustee of the Distribution Trust shall be Ronald B. Lewis, Esq. (“Lewis”), or another trustee acceptable to the District, who shall be referred to sometimes herein as the Disbursing Agent and who shall be paid out of the proceeds of the sale of the Distribution Trust Property. SCDC, contemporaneous with a motion to the Court to approve this Settlement Agreement, shall make an application to the Court for Lewis, or another trustee, to be employed as Disbursing Agent.

D. The Impaired Secured Claim of the District shall be satisfied in full through the Pro Rata Distribution by the Disbursing Agent from the proceeds from the sale of the Distribution Trust Property on the respective Distribution Dates. The Pro Rata Share of any Distributions that may be made by the Disbursing Agent in respect of the Impaired Secured Claim of the District will be calculated as a fraction of the amount of any such Distribution, the numerator of which shall be the amount

Page 13 of 24 of such Impaired Secured Claim and the denominator shall be the aggregate amount of the Claims of all of the beneficiaries of the Distribution Trust.

6. WASTEWATER COLLECTION SYSTEM ANNEXATION: On or before the Effective Date of the Plan, SCDC and the District shall petition the Board of County Commissioners of Okaloosa County for permission by the District, by virtue of its right and power of eminent domain, to annex the Wastewater Collection System owned by SCDC (the “Annexation”), which Annexation shall be in exchange for the consideration set forth in the Plan and summarized herein in Composite Exhibit “B”.

7. WASTEWATER TRANSMISSION SYSTEM SALE: Contemporaneous with the confirmation of the SCDC Plan, WRNWF shall sell the Wastewater Transmission System to the District in exchange for the consideration set forth in the Plan and summarized herein in Composite Exhibit “B”.

8. CARTER PROPERTY SALE: Contemporaneous with the Plan Confirmation, Phoenix shall sell the Carter Property to the District in exchange for the consideration set forth in the Plan and summarized herein in Composite Exhibit “B”.

9. SATISFACTION OF THE IMPAIRED UNSECURED CLAIM, THE DEFICIENCY CLAIM AND ADMINISTRATIVE CLAIMS: The District holds an Impaired Unsecured Claim, a Deficiency Claim and Administrative Claims against SCDC, which upon the Effective Date shall be deemed satisfied and in satisfaction of the District’s Impaired Unsecured Claim, Deficiency Claim and Administrative Claims, Gator, Weltman, Phoenix and Highland will contribute Special District Benefits (collectively, the “New Value”) directly to the District or to SCDC, which shall in turn, transfer the New Value to the District, as follows:

A. the loan of funds in the minimum amount of $152,000.00 to the District by Gator needed to post a Bond to facilitate funding from the FDEP’s Bureau of Water Facilities Funding’s State Revolving Fund for the construction of the NOWRF,

B. conveyance by SCDC of the Public Recreational Lands to the District and the commensurate reduction of part or all of the cost to construct the Recreational Complex,

C. the conveyance by Phoenix of the Carter Property for the purchase price of $850,000.00, subject to modification of the existing Phoenix Note held by Gator, provided that the mortgage shall be released upon the Effective Date and the Phoenix Note shall be secured by assessment lien rights as set forth in the Revised Assessment Methodology and satisfied through the collection of pledged revenues in order to assure the repayment of the Phoenix Note over twenty (20) years at a six (6%) percent interest rate based on payments set forth in the District’s annual budget established following the Effective Date of the Plan,

Page 14 of 24 D. the sale by WRNWF to the District of the Wastewater Transmission System for the purchase price of $1,800,000.00, subject to the issuance of a note by the District to WRNWF,

E. conveyance of the 5 lots to the District by Weltman for no cash consideration with an agreed upon value of $75,000.00, based on the per lot value of $25,000.00 reduced by liens in the aggregate amount of $50,000.00, and

F. conveyance of the 8 lots to the District by Highland for no cash consideration with an agreed upon value of $150,000.00, based on the per lot value of $25,000.00 reduced by liens in the aggregate amount of $50,000.00.

G. Assignment by Highland of the Permit for nominal consideration with an agreed upon value of $50,000.00.

H. The Golf Course will be restored to open space provided however the Golf Course shall not be developed for any other purpose other than for the improvement of District Lands for the benefit of the lot owners and further provided that the Rec Lands and Maintenance Lands may be developed upon their sale following conveyance to the Distribution Trust.

I. SCDC will convey the Gatehouse to the District, subject to the treatment of Trustmark under the Plan provided that the District agrees that the Association or the builders of homes on the Developed Lots shall be entitled to utilize the Gatehouse in the interest of Heritage Plantation subject to the obligation to maintain the Gatehouse in a manner agreeable to the District.

10. PLAN IMPLEMENTATION; NEW VALUE CONTRIBUTION: At confirmation of the Plan, the District shall execute the documents and agreements related to this Settlement Agreement and the Property Transaction and Distribution Trust documents contemplated herein.

11. SCDC REPRESENTATIONS:

A. The Revised Assessment Methodology shall be binding on the District and SCDC and any fees owing to the Manager of the District in connection therewith shall be the obligation of SCDC;

B. The Assessments levied by the District shall not be subject to challenge once levied;

C. SCDC acknowledges that the District shall file an injunction in the Chapter 11 Proceedings and in such other jurisdictions in its sole discretion to prevent SCDC from filing any further Bankruptcy prior to the Maturity Date; and

D. SCDC, upon conveyance of the Trust Property to the Distribution Trust, shall be relieved of making any and all payments related to the past or future special assessments billed

Page 15 of 24 or to be billed pursuant to the prior or current year (2014-2015) O & M Budget, whether past due, administrative claims in the SCDC Chapter 11 Case or when and as due and will not be obligation to make any other payments of taxes and special assessments now or in the future owing on the Distribution Trust Property, but will be obligated on all such obligations related to the Undeveloped Property while the same is owned by the Debtor.

12. APPROVAL OF THE COURT; ADMINISTRATION: Following the execution of this Settlement Agreement, (a) Counsel for SCDC shall file said Settlement Agreement with the U.S. Bankruptcy Court together with a Motion to Approve said Settlement Agreement upon [SHORTENED] negative notice. The U.S. Bankruptcy Court, Northern District, Tallahassee Division will retain jurisdiction for purposes of administering this Settlement Agreement and for awarding remedies in case of any default; and (b) Counsel for Phoenix and Weltman shall file said Settlement Agreement with the U.S. Bankruptcy Court in each of their respective Chapter 11 Cases together with a Motion to Approve said Settlement Agreement upon [SHORTENED] negative notice. The U.S. Bankruptcy Court, Northern District, Tallahassee Division will retain jurisdiction for purposes of administering this Settlement Agreement in connection with Phoenix’s and Weltman’s requirements hereunder and for awarding remedies in case of any default.

13. AUTHORITY: The full execution of this Settlement Agreement means that each of the parties hereto represents that it has the requisite authority to enter into this Settlement Agreement and each of the Parties is relying on the representations of the other Parties in entering into this Settlement Agreement.

14. NON-CONFIDENTIALITY: Nothing in this Settlement Agreement is intended to, or shall be construed as an agreement to hold the terms hereof confidential it being expressly understood that this Settlement Agreement shall be filed with the U.S. Bankruptcy Court upon execution hereof.

15. ATTORNEYS' FEES; COSTS: The Parties shall each be responsible for their own respective fees in connection with this Settlement Agreement. In the event of any litigation arising out of the Settlement Agreement, the prevailing party shall be entitled to court costs and any reasonable attorney’s fees at the pre-trial, trial appellate, post judgment administration and bankruptcy levels.

16. RECORDING OF SETTLEMENT AGREEMENT: This Settlement Agreement may be recorded on the Public Records of any public office.

17. GOVERNING LAW: This Settlement Agreement shall be governed, construed and interpreted by, through and under the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court, Northern District of the State of Florida.

18. SEVERABILITY: This Settlement Agreement and the application thereof shall, for every reason and any reason and to the fullest extent, be invalid and unenforceable, if any provision hereof is deemed invalid or unenforceable.

Page 16 of 24 19. DESCRIPTIVE HEADINGS: The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Parties.

20. CONSTRUCTION: The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

21. NON-WAIVER: No indulgence, waiver, election or non-election by the District under this Settlement Agreement shall affect SCDC's duties and obligations hereunder.

22. MODIFICATION: The parties hereby agree that this document contains the entire agreement between the Parties and this Settlement Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto.

23. NOTICE: Any notice required or permitted under this Lease or under state law shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

24. HEIRS, ASSIGNS AND SUCCESSORS: This Settlement Agreement is binding according to its terms and shall thereby be binding upon and inure to the benefit of the heirs, assigns, successors in interest to the parties.

25. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES: The Parties do hereby represent and warrant to each other that each of their respective representations and warranties contained in this Settlement Agreement are true, correct and complete as of the date hereof and on the Plan Effective Date shall apply to the execution and delivery of the Definitive Agreement.

[SIGNATURES CONTINUED ON THE NEXT PAGE]

Page 17 of 24 LOUIS S. WELTMAN, Individually

By: ______

STATE OF FLORIDA COUNTY OF PALM BEACH

______Notary Public, State of Florida My Commission Expires: ______

SOUTHEASTERN CONSULTING & DEVELOPMENT COMPANY, INC.

By: ______Name: Louis S., Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as president of Southeastern Consulting & Development Co., Inc. organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of Southeastern Consulting & Development Co., Inc.

______Notary Public, State of Florida My Commission Expires: ______

Page 18 of 24 WATER RECLAMATION OF NWF, LLC. By: Southeastern Consulting & Development Co., Inc., Manager

By: ______Name: Louis S., Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as president of Southeastern Consulting & Development Co., Inc., as manager of Water Reclamation of NWF, LLC., organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of Water Reclamation of NWF, LLC.

______Notary Public, State of Florida My Commission Expires: ______

PHOENIX REALTY PARTNERS, INC.

By: ______Name: Louis S., Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as president of Phoenix Realty Partners, Inc. organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Phoenix Realty Partners, Inc.

______Notary Public, State of Florida My Commission Expires: ______

Page 19 of 24 HIGHLAND LAND COMPANY, LLC. By: NWJ Gator Investments, LLC., Manager By: Alternative Structure & Programs, LLC., Manager

By: ______Name: Louis S., Weltman, Manager

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as manager of Alternative Structure & Programs, LLC., as manager of NWJ Gator Investments, LLC., as manager of Highland Land Company, LLC, organized under the laws of the State of Georgia. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of Highland Land Company, LLC.

______Notary Public, State of Florida My Commission Expires: ______

HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT

By: ______Name: Louis S., Weltman, Chairman of the Board of Supervisors

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as chairman of the Board of Supervisors of the Heritage Plantation Community Development District organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Heritage Plantation Community Development District.

______Notary Public, State of Florida My Commission Expires: ______

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NWJ GATOR INVESTMENTS, LLC. By: Alternative Structure & Programs, LLC., Manager

By: ______Name: Louis S., Weltman, Manager

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ___ day of June, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as manager of Alternative Structure & Programs, LLC., as manager of NWJ Gator Investments, LLC., organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of NWJ Gator Investments, LLC.

______Notary Public, State of Florida My Commission Expires: ______

Page 21 of 24 Exhibit “A” – Composite of Legal Descriptions

Golf Course

Heritage Plantation Golf Course according to Tax ID number 03-4N-23-0000-0001-0010; See Survey attached; except for “unplatted lots”.

Gatehouse

Heritage Plantation Gatehouse, a two-story 9,100 sq. ft according to Tax ID Number 03-4N-23- 1000-0000-INFO; See Survey attached.

18 Acre Rec Lands

Heritage Plantation (Parcel “A”), an 18.85 acre parcel of land commonly referred to as the Recreational Property according to Tax ID Number 02-4N-23-0000-0020-002A; See Survey attached.

2 Acre Maintenance Lands

Heritage Plantation (Parcel “B”) Maintenance Lands, a 2.85 acre parcel of land according to Tax ID Number 02-4N-23-0000-0020-0020; See Survey attached.

SCDC Lots comprised of 115 Phase I Lots and 125 Phase II Lots

Property Tax ID No. Range from 03-4N-23-1000-000(Block)-(Lot) - 115 Phase I Lots of Heritage Plantation according to the Plat recorded in Plat Book 22, Page 68 of the Public Records of Okaloosa County, comprised of Block A, Lots 1-37; Block B, Lots 1-25; Block C, Lots 1-25; Block D, Lots 1-26; Block E, Lots 1-24; Block F, Lots 1- 20; Block G, Lots 1-8 and Block H, Lots 1-7.

Property Tax ID No. Range from 03-4N-23-1000-000(Block)-(Lot) 125 Phase II Lots of Heritage Plantation according to the Plat recorded in Plat Book 25, Page 2 of the Public Records of Okaloosa County, comprised of Block B, Lots 26-41; Block I, Lots 1-25; Block J, Lots 1-10; Block K, Lots 1-10; Block L, Lots 1-8; Block M, Lots 1-14; Block N, Lots 1-9; Block O, Lots 1- 30 and Block P, Lots 1-3.

Highland HP Lots

Property Tax ID No. Range from 03-4N-23-1000-000(Block)-(Lot) - 8 Phase I Lots of Heritage Plantation according to the Plat recorded in Plat Book 22, Page 68 of the Public Records of Okaloosa County, comprised of Block A, Lots 1, 2, 36 and 37; Block B, Lots 15 and 23; Block C, Lot 15 and Block F, Lot 13.

Page 22 of 24 Weltman HP Lots

Property Tax ID No. Range from 03-4N-23-1000-000(Block)-(Lot) - 5 Phase I Lots of Heritage Plantation according to the Plat recorded in Plat Book 22, Page 68 of the Public Records of Okaloosa County, comprised of Block B, Lot 8, Lot 9 and Lot 13; and Block C, Lot 1 and Lot 2.

Carter Property

That certain 42 (+ or -) acre parcel the legal description for which is set forth on Exhibit “A” of the Warranty Deed recorded on Book 3070, Page 4946 of the Public Records of Okaloosa County, Florida and for which the Property Tax ID No’s are 10-4N-23-0000-0010-0000, 10-4N- 23-0000-0009-0000 and 10-4N-23-0000-0002-0000

Wastewater Collection System

A Domestic Wastewater Collection/Transmission System constructed pursuant to Florida Department of Environmental Protection Permit No. 0227212-004-DWC/CM in the Right of Way of the project known as Heritage Plantation comprised of approximately (i) 8,412 LF of 8”, 5,272 LF of 10”, and 387 LF of 12” gravity sewers, 64 manholes, three pump stations (pump stations #1, #2 & #3) and 2,151 LF of 4” and 3,274 LF of 6” force mains to serve the first 175 lots of the first phase of Heritage Plantation, a proposed subdivision;

A Domestic Wastewater Collection/Transmission System constructed pursuant to Florida Department of Environmental Protection Permit No. 0227212-011-DWC/CM in the Right of Way of the project known as Heritage Plantation comprised of approximately 5,503 LF of 8”, 1,404 LF of 10”, 694 LF of 12”, and 193 LF of 15” gravity sewers, 38 manholes, three pump stations (pump stations #5, #6 & #7) and 910 LF of 4” and 5,425 LF of 6” force mains to serve the 125 lots of the second phase of Heritage Plantation, a proposed subdivision.

Wastewater Transmission System

A Domestic Wastewater Collection/Transmission System constructed pursuant to Florida Department of Environmental Protection Permit No. 0227212-009-DWC/CM in the Right of Way of the project known as Heritage Plantation and the Okaloosa County/Florida Department of Transit Right of Way along SR 85 comprised of a duplex pump station (#4, the Master Lift Station) and 6,750 LF of 8” force main to serve the proposed Heritage Plantation Subdivision.

Irrigation System

An irrigation system constructed in the open spaces of Heritage Plantation, including all controllers, sub-controllers, valves, sprinkler heads and pump stations as per the attached plans.

Public Recreation Areas

The walking trails contained within the Public Recreational Areas, (the “Walking Trails”) and the four (4) community areas (each a “Community Area” and collectively, the “Community Areas”) located adjacent to the Walking Trails, as detailed in the attached Exhibit “J-Amended”.

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(i) The Walking Trails shall be a minimum width of five (5) feet of stabilized surface within a twenty (20) foot wide easement that is centered along the Walking Trail (the “County’s Easement”) and shall comply with the Americans with Disabilities Act. Reasonable ingress and egress shall be provided throughout to the Walking Trails.

(ii) Each Community Areas shall be no less than a 60’ X 40’ area and be equipped with a picnic table, grill area and swing set. All access points to the Community Areas shall comply with the Americans with Disabilities Act and be available for use by the general public.

In addition to the Walking Trails and Community Areas, as part of the Public Recreation Areas, the District shall also provide at least two (2) multi-purpose fields on lands provided by either Phoenix or the Developer (the “Fields”). Each of the Fields shall be a minimum size of 375’x175’and shall be level and vegetated with grass. The Fields shall be accessible from a public right-of-way. Adequate parking and available restroom facilities shall also be provided as part of the Fields. The parking and restroom areas shall include handicapped parking and access in compliance with the Americans with Disabilities Act. The Fields shall be available for use by the general public. The land on which the Fields shall be built, shall be dedicated to the District within thirty (30) days of the Confirmation, and the District shall be the owner of the fields and responsible for all maintenance of the fields.

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Tab 5

THIRD AMENDMENT TO DEVELOPMENT AGREEMENT

THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (“Third Amendment”) is entered into this _____ day of ______, 2014, by and between Okaloosa County, a political subdivision of the State of Florida (the “County”), Heritage Plantation Community Development District (the “District”), Heritage Plantation Homeowners’ Association, Inc. (the “Association”), Southeastern Consulting & Development Co., Inc. (“SCDC”, or the “Developer”), Water Reclamation of NWF, LLC., a wholly-owned limited liability subsidiary of SCDC (“WRNWF”) and Phoenix Realty Partners, Inc. (“Phoenix”). The County, the District, the Association, the Developer, WRNWF and Phoenix are sometimes each individually referred to herein as a “Party” and collectively, as the “Parties”.

RECITALS:

WHEREAS, all of the defined terms used in this Third Amendment have the same meaning as in the Original Development Agreement, as herein defined, as amended;

WHEREAS, the intent of the Florida Local Government Development Agreement Act (the “Act”) as provided in Section 163.3220(2), Florida Statutes encourages local governments to enter into development agreements subject to the procedures and requirements contained in Florida Statutes; and

WHEREAS, on May 17, 2005, the County and the Developer entered into a Development Agreement (the “Original Development Agreement”) to allow development of that certain 989.83 acres in unincorporated Okaloosa County (the “Property”) in a project known as “Heritage Plantation” consisting of 900 single family residential homes, a golf course, and associated amenities (the “Project”) more particularly described on Exhibit “A” of the Development Agreement and incorporated herein by this reference as Exhibit “A1” of this Third Amendment; and

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WHEREAS, the District is a community development district formed by the Developer on May 31, 2005 under and pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended; and

WHEREAS, the Original Development Agreement was subsequently amended by the First Amendment to the Development Agreement on May 2, 2006 to amend certain provisions related to the Project’s wastewater treatment and disposal applications (the “Wastewater Treatment Plant”); and

WHEREAS, the Original Development Agreement, as amended, was further amended by the Second Amendment to the Development Agreement on March 28, 2007 to amend provisions pertaining to the Project’s recreational areas (the “Original Recreational Facilities”); and

WHEREAS, the Original Development Agreement, the First Amendment to the Development Agreement and the Second Amendment to the Development Agreement are collectively referred to hereinafter as the “Development Agreement, as amended”; and

WHEREAS, as authorized by the Development Agreement, as amended, the County has issued development orders for and the Developer has financed the construction of a number of improvements including 297 single family lots (the “Developed Lots”), a golf course (the “Golf Course”), a 9,100 square foot gatehouse (the “Gatehouse”), a maintenance building (the development order has been issued for the maintenance building but it has not yet been constructed) and certain infrastructure, including an irrigation system for the project, potable water lines for the Developed Lots and a wastewater collection system to serve the project, comprised in part of the sanitary sewer lines for the Developed Lots; and

WHEREAS, pursuant to Article 4, Section 4.2 of the Development Agreement, as amended and Article 9, Section 9.1(b) of the Development Agreement, as amended, SCDC or a Community Development District is obligated to construct the wastewater collection system at Heritage Plantation and convey same to WRNWF together with the irrigation system, which is a necessary component of the wastewater collection and treatment system in order to permit the discharge of re-use water onto Heritage Plantation lands; and

WHEREAS, as authorized by the Development Agreement, as amended, the County has issued development orders for and the District constructed certain

Page 2 of 23 infrastructure including underground electric, roads and stormwater drainage all of which is in connection with the Developed Lots (the “CDD Improvements”); and

WHEREAS, the District issued bonds to fund construction of CDD Improvements; and

WHEREAS, the Developer has further placed multiple non-contiguous acres of jurisdictional wetlands of the Property under a perpetual conservation easement as more fully detailed in the Conservation Easement Deed duly executed by the Grantor therein and recorded in the Public Records of Okaloosa County on August 22, 2007; and

WHEREAS, the Golf Course is non-operational at the present time and the Developer intends to convert the substantive portion of the Golf Course to open green space (the “Green Space”); and

WHEREAS, the Green Space contains Walking Trails and related Community Areas, as depicted in Exhibit “J-Amended”, which shall be conveyed to the County for maintenance and dedicated as a recreational area for the general public, as more fully detailed in Section 5 hereof; and

WHEREAS, the Project is intended to be served by a system the infrastructure for which is integrated with and dependent upon the sanitary sewer lines, the wastewater treatment facility and the re-use water lines, whereby the Golf Course and the Developed Lots, initially and the remainder of the lots to be developed on the Property, rely on the future availability of “re-use” water for irrigation purposes; and

WHEREAS, control of the Developer has been acquired by Phoenix Realty Partners, Inc. (“Phoenix”), who wishes to continue development at Heritage Plantation under the Developer’s name, subject to the Development Agreement, as amended; and

WHEREAS, Phoenix has acquired a 42 acre parcel near the Property (the “Carter Property”), on an approximately 8 acre portion of which (the “Plant Site”) the Wastewater Treatment Plant (the “Plant”) shall be built. The Plant Site, which is more particularly described on Exhibit “A2” attached hereto and made a part hereof, shall be conveyed by Phoenix to the Developer pursuant to and upon confirmation of the Developer’s Plan of Reorganization; and

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WHEREAS, the Plant has been constructed on the Plant Site, but is presently non-operational; and

WHEREAS, the Developer filed a petition for bankruptcy (the “SCDC Chapter 11 Proceedings”) in the U.S. Bankruptcy Court, Northern District of Florida, Tallahassee Division (the “Court”); and

WHEREAS, the Developer and Phoenix wish to continue development at Heritage Plantation and further amend the Development Agreement, as amended; and

WHEREAS, the Project will be developed over a period of years and therefore the Developer, the District, WRNWF, the Association, and Phoenix are desirous of agreeing upon and memorializing the Developer’s extended and modified development rights with regard to the Property and the Project, all in contractual terms; and

WHEREAS, it is in the best interests of the Developer, WRNWF, the Developer’s secured lien holders, the County, and SCDC’s other stakeholders, that the development of the Property and the Project be completed in a planned and orderly fashion giving consideration to the subjects addressed by this Third Amendment; and

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WHEREAS, pursuant to the requirements of Section 163.3225, Florida Statutes, the County shall hold two public hearings with respect to this Third Amendment, presently scheduled to be held on ______, 2014 and ______, 2014 respectively, with due public notice to be provided for each as required by law.

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency of which is acknowledged by the parties to this Third Amendment, the Developer, the Association, the District, WRNWF and the County enter into this Third Amendment to the Development Agreement, as amended, and do hereby agree as follows:

SECTION 1: The above recitals are true and correct and are incorporated by reference into this Third Amendment.

SECTION 2: In the event there is any conflict between the terms of this Third Amendment and the Development Agreement, as amended, the terms and provisions of this Third Amendment shall control.

SECTION 3: ARTICLE 1 of the Development Agreement is amended as follows:

(a) The following definitions contained in Article 1 of the Development Agreement shall be amended as follows:

1.1 “Agreement Area” means the real property more particularly described in Exhibit “A” of the original Development Agreement, along with all riparian rights.

1.8 “Public Recreation Areas” means the land owned and maintained by the County or District and open to the public, generally. These include but are not limited to the multi-purpose fields, the walking trails and the community areas all as reflected on Exhibit “J-Amended”, which replaces and substitutes for Exhibit “J” of the Development Agreement, as amended.

(b) The following definitions shall be incorporated into Article 1:

1.13 ”Amenities” means those privately owned facilities including those facilities owned by the District but available only to residents and property owners

Page 5 of 23 of the Project, which include, but are not limited to bike trails, jogging trails, riding trails, gatehouse, clubhouse, hotel, community pool and all related support services to such elements. The term Amenities shall exclude the Public Recreation Areas.

SECTION 4: Section 4.1 of Article 4 of the Development Agreement, as amended, is hereby deleted and replaced in its entirety as follows:

SCDC Chapter 11 Proceedings:

(a) The walking trails contained within the Public Recreational Areas, (the “Walking Trails”) and the four (4) community areas (each a “Community Area” and collectively, the “Community Areas”) located adjacent to the Walking Trails, as detailed in the attached Exhibits “J-Amended” shall be conveyed to the County and dedicated for use as a recreational area for public generally. Such conveyance shall be within thirty (30) days of completion of the Walking Trails and Community Areas, and its inspection and approval by the County but in no event more than one year following the approval of the Developer’s Plan of Reorganization by the Court in the SCDC Chapter 11 Proceedings.

(i) The Walking Trails shall be a minimum width of five (5) feet of stabilized surface within a twenty (20) foot wide easement that is centered along the Walking Trail (the “County’s Easement”). The County shall have the right to review the plans for the Walking Trail and provide comments. Such comments shall be incorporated in the plans. All access points to the Walking Trail shall comply with the Americans with Disabilities Act. Reasonable ingress and egress shall be provided throughout to the Walking Trails.

(ii) Each Community Areas shall be no less than a 60’ X 40’ area and the District, within one (1) year of the conveyance contemplated herein, shall improve each Community area with a picnic table, grill area and swing set. All access points to the Community Areas shall comply with the Americans with Disabilities Act and be available for use by the general public.

(iii) The Walking Trails and Community Areas will be maintained by the County Parks Department or such other County authorized designee, in the sole discretion of the County.

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(b) In addition to the Walking Trails and Community Areas, as part of the Public Recreation Areas, the District shall also provide at least two (2) multi- purpose fields on lands provided by either Phoenix or the Developer (the “Fields”). Each of the Fields shall be a minimum size of 375’x175’and shall be level and vegetated with grass. The Fields shall be accessible from a public right-of-way. Adequate parking and available restroom facilities shall also be provided as part of the Fields. The parking and restroom areas shall include handicapped parking and access in compliance with the Americans with Disabilities Act. The Fields shall be available for use by the general public. The land on which the Fields shall be built, shall be dedicated to the District within thirty (30) days of the Confirmation, and the District shall be the owner of the fields and responsible for all maintenance of the fields.

(c) The location and development of all Public Recreational Areas and other recreational facilities shall be approved by the Okaloosa County Parks Advisory Committee as part of the development review process. All infrastructure to be dedicated to the County shall comply with all applicable local, state and federal regulations; including, but not limited to the American Disabilities Act, the Florida Building Code and the requirements of the Northwest Florida Water Management District.

(d) The Developer shall have the unilateral right for a period of two (2) years from the date that this Third Amendment is approved by the Court in the SCDC Chapter 11 Proceedings (the “Approval Date”), to rescind the conveyance of the Walking Trails, Community Areas, and the Fields (the “Developer Right of Rescission”) provided however that in the event the Developer exercises the Developer Right of Rescission, then the Developer shall be obligated as follows:

(i) Prior to the expiration of the Rescission Period, the Developer or the District shall send by certified mail to the County, a Notice of Intent to Exercise Rescission. Such notice shall be provided to the Growth Management Director of the County.

(ii) to effectuate the rescission, the Developer or District shall be required to submit to the Growth Management Department, within six (6) months following the date of the Notice of Intent to Exercise Rescission, an application for a Development Order for a recreational area in conformance with the Original Recreational Facilities (the “Recreational Area”) and made a part hereof for use as a recreational area for general public (the “Recreational Facilities Approval”). The

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application for a Development Order and all subsequent permits shall comply with all requisite County regulations and the location of the Original Recreational Facilities shall be subject to the approval of the County. The Recreational Area shall be completed and operational within twelve (12) months of the County’s issuance of the Development Order for the Rec Complex Approval. The Recreational Area will be dedicated to the County within twenty-four (24) months following completion of construction and the receipt of all requisite approvals and thereafter, will be maintained by the County Parks Department or such other County authorized designee.

(iii) The Recreational Area will include a minimum of four athletic fields designed for soccer/multi-purpose use. There shall be direct access to the Recreational Area from a public right-of-way and the design shall be in substantial conformity with Exhibit "RA" attached hereto and made a part hereof. The recreation area shall meet all applicable state and local construction requirements, such as but not limited to, within the standards as mandated by the Americans with Disabilities Act and the National Playground Association.

(iv) Upon approval of the application of the Development Order for the recreational area as set forth herein, the Developer, the District and the County will jointly enter into a document finalizing the rescission of the Walking Trail requirement.

(v) In the event that the Developer exercises its Right of Rescission, there will be no development by the Developer, WRNWF, the Association, or Phoenix of the rescinded Walking Trails, Community Areas and the Fields until such time as the Recreational Area is complete and operational. The Developer or the District, as applicable, may, however, submit plans to the County for post- rescission development of the Walking Trails, Community Areas and the Fields at any time following rescission.

SECTION 5: Wastewater treatment and disposal requirements identified and detailed in Article 4, 4.2 and Article 9, 9.1 (b) are hereafter amended as follows:

The Developer, alone or in conjunction with the District, shall develop, construct and/or install a wastewater treatment plant (the “Plant”), which will be owned by the District and shall, upon completion, have a minimum capacity of Page 8 of 23

500,000 gallons per day (GPD) (the “Plant Capacity”). The Plant shall be for the benefit of Heritage Plantation. No wastewater shall be accepted for treatment or disposal by the Plant, which is obtained from any property located outside the boundaries of Heritage Plantation, without the written approval of the Okaloosa County Board of County Commissioners.

(a) At the option of the District and WRNWF, the Plant may be constructed in stages based on a projection of Heritage Plantation’s sewer capacity requirements as set forth by the District in its annual budget process. The County shall have the right to perform peer review on the plans and specifications prior to submission of such plans and specifications to the Florida Department of Environmental Protection (“FDEP”) for initial approval and permitting and thereafter prior to submission to the FDEP for approval and permitting of plans and specifications related to the design of any future expansions or modifications of the Plant. The County will provide any comments to the District, which shall be incorporated into the plant design and construction. Separately, the County shall have the right to inspect at 60% and 90% increments of the Plant construction and the construction of any future expansions or modifications of the Plant. The District shall provide to the County any 100% plans and final permits.

(b) Temporary septic tanks for the four (4) existing residences in Heritage Plantation shall be allowed as an interim measure until the Plant is in operation; with “operation” defined as the point in time when all of the renovations to the Plant have been completed and tested and the Plant is “online” with the ability to accept waste from the Project. The District and/or WRNWF shall notify the County within thirty (30) days of the Plant becoming operations as defined herein. No other property or residence may be connected to the temporary septic tanks without the written consent of the Board of County Commissioners. A community septic tank system utilizing public rights-of-way and the existing wastewater collection system is prohibited.

(i) Except as agreed to by a lot or homeowner with the Association, any and all responsibility, liability, and financial obligations related to the temporary septic tanks shall exclusively be the responsibility of the Association, except that the Developer shall be obligated to provide an easement in a form acceptable to the County’s Health Department in its sole discretion, to provide access to Developer lands for the installation of the Septic System. The responsibility, liability and Page 9 of 23

financial obligation of the Association includes, but is not limited to: the costs relating to the construction and installation of the septic tank and drainfield permitting and construction, the decommissioning and the abandonment of the septic tank and drainfield, and the re- connection of those properties back to the public wastewater collection system. The District, the Developer and WRNWF agree that there shall be no fee to re-connect to the public wastewater collection system.

(ii) Once the Plant is in operation, the properties shall connect to the Plant, and it shall be the responsibility of the Association and the Developer to ensure that all properties are re-connected back to the public wastewater collection system and that the septic tanks and drainfield are abandoned per state requirements – all within ninety (90) days of the Plant being in operation. The cost of connection, if any, shall be the responsibility of the Association and the District, the Developer and WRNWF agree that there shall be no fee to the owner to re-connect to the public wastewater collection system.

(c) The Plant, once operational, shall initially produce treated effluent that will be discharged and handled pursuant to modification of the existing permit from the FDEP and subsequently, produce Public Access Re-use Quality Water that will be (i) discharged to the Green Space, common areas of the Project and elsewhere as permitted and required and (ii) utilized by lot owners and residences for irrigation as set forth in the recorded Declaration of the Association. Any such discharges, treatment or handling of wastewater shall be done in accordance with all appropriate State Standards.

(d) The District, the Developer and the County hereby acknowledge that Water Reclamation of NWF, LLC, as the designated wastewater utility for Heritage Plantation, is the owner of the irrigation and wastewater collection infrastructure constructed and serving the Project, without limitation (the “System Assets”).

(i) The System Assets are comprised of the Phase I sanitary sewer lines, the Phase II sanitary sewer lines, the minor lift stations serving Phase I and Phase II, the Master Lift Station, the force main constructed to transmit waste from Heritage Plantation to the Plant, the “re-use” pipes to carry treated water back to the storage pond at the front entry

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of the Project, the primary storage pond and the irrigation system for the project. The Plant is not included among the System Assets.

(ii) The System Assets, together with the irrigation system serving Heritage Plantation, are to be sold by WRNWF to the District pursuant to and upon Confirmation in exchange for a note in an amount equal to the historical cost of the System Assets less depreciation or pursuant to some other recognized valuation methodology (the “System Note”) and the other considerations enumerated herein.

(e) Following the date that is the earlier of seven (7) years from the approval of this 3rd Amendment, or the date on which capacity utilization of the Plant reaches 333,000 GPD (“Plant Purchase Date”), the County shall have the unilateral right to take ownership of the Plant at such time thereafter as it determines in its sole discretion (the “Plant Acquisition”) and such Plant Acquisition shall be without any cost to the County (except that each party shall bear their own legal and transactional costs relating to the acquisition by the County). Such Plant Acquisition shall be subject to WRNWF, the Developer and the District’s reservation of the right to issue sewer certificates for up to 1,000 ERU’s, which is the equivalent of 333,000 GPD of wastewater treatment capacity (the “HP Reservation”) with the express understanding that such no Plant related connection or capacity fees shall be due or payable to the District, or the County upon the Plant Acquisition, in connection with such HP Reservation but only to the extent that capacity was actually constructed and available to the County at the time of acquisition by it. To the extent that additional capacity is subsequently constructed by the County to the Plant, then all connection or capacity fees shall be imposed for such additional capacity in accordance with the County’s then existing rates and charges. Subject to the limitations contained in this Section 5(e), such HP Reservation shall remain in effect for the duration of this Development Agreement, as amended by and set forth in Section 8 of this Third Amendment (the “Amended Term”).

(i) Upon determination of the County that it will assume ownership of the Plant, it shall provide written notice to the Developer and the District by certified mail. Upon sending of the notice, the Page 11 of 23

County shall assume ownership of the Plant within ninety (90) days of the date of the notice. To the extent that additional time is necessary, the County may extend the transfer date of the Plant. Upon acquiring the Plant, the County shall assume all responsibility for the operation and maintenance of the Plant. The County does not assume the responsibility for the operation and maintenance of the System Assets.

(ii) Any lease, operational agreement or sale or transfer agreement entered into between the Developer, the District or any other entity other than the County, relating to the Plant shall expressly reflect the rights of the County to acquire the ownership of the Plant, without cost. Upon acquisition of the Plant by the County, any other rights and interests under any operational agreement or sale or transfer agreement relating to the Plant shall terminate.

(iii) In recognition of the County’s rights, no lease, operational agreement or sale of the Plant may be effectuated and also, no encumbrance or indebtedness may be placed upon the Plant without the written consent of the Board of County Commissioners.

(iv) Upon taking ownership of the Plant, the County shall then receive all of the revenues associated with the operation of the Plant, including but not limited to monthly recurring service fees, any outstanding or future Capacity Expansion Charges related to the Plant. Any advance payments made to the Developer or District for future capacity shall be transferred to the County upon it assuming ownership, including any special assessments levied for the capacity in the Plant but not expended. The County, upon acquiring the Plant, would be responsible for all monthly bills for service to each individual connection to the Plant. Rates shall be established pursuant to the County Water & Sewer Ordinance, as amended.

(v) In the event that the County exercises the rights to acquire the Plant, then the Plant shall become part of the County Water and Sewer System and, except as set forth in Section 5(f), which shall survive the conveyance of the Plant in perpetuity, will be no longer be subject to the limitations on the Plant contained with this Third Amendment to the Development Agreement.

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(f) in the event that the County takes ownership of the Plant, as in Section 5(e). The Developer and District realize that the effluent disposal capacity from the Plant is contained inside the boundaries of Heritage Plantation and that Heritage Plantation is reliant on the effluent to meet its irrigation requirements; therefore, the Developer, WRNWF, the Association and District agree that whatever disposal capacity the Plant requires shall be met inside the boundaries of Heritage Plantation via individual lots, open space, etc. and all of the effluent to be discharged shall be discharged within boundaries of Heritage Plantation. In the event that the County elects to obtain ownership of the Plant, the Developer or District would transfer any Plant permits to the County before the County begins operations. The Developer or District shall be responsible for any permitting related to effluent disposal capacity.

SECTION 6: Section 5.2 of Article 5 of the Development Agreement, as amended, is hereby deleted and replaced and amended in its entirety, as follows:

“There shall be the right and authority, but not the obligation, to construct Amenities, including but not limited to, walking trails, riding trails, a swimming pool, tennis courts and related recreational and functions, all of which may in the Developer’s sole discretion be conveyed to the District or the Heritage Plantation Homeowner’s Association, Inc. (“HOA”).

(a) To the extent that the Developer wishes to construct recreational uses as a subordinate use to a commercial function, then such improvements will need to be identified separate from general recreational facilities and analyzed based upon their impacts to water and sewer requirements, road capacity and internal compatibility, among other areas.

(b) The Developer, the HOA or the District, shall be solely responsible for the maintenance of the same.

SECTION 7: Section 5.3 of Article 5 of the Development Agreement, is amended to delete the last sentence of Section 5.3 and to replace it with the following:

“However, all sidewalks shall be constructed within 36 months from date of execution of final plat for each phase, or 36 months from the date of execution and recording of this Third Amendment, whichever is the later of the two to occur.”

Page 13 of 23

SECTION 8: Article 10, Section 10.1 of the Development Agreement, as amended, is hereby amended, such amendment related only to its term, as follows, and all other provisions of Section 10.1 shall remain unchanged:

“The duration of the Development Agreement, as amended, shall be twenty (20) years from the effective date of this Third Amendment such that the final completion of the master plan shall be completed by ______, 2034.”

SECTION 9: Pursuant to Section 163.3239, Florida Statutes, this Third Amendment shall become legally effective and binding upon the parties, following execution by the parties, completion of the requisite public hearings and recording in the Official Records of Okaloosa County.

SECTION 10: Following the execution of this Third Amendment, Counsel for SCDC shall file said 3rd Amendment with the Court together with a Motion to Approve said Third Amendment. Notwithstanding anything herein to the contrary, this Third Amendment shall only be effective upon approval of the Court, Confirmation and execution of one or more written agreements in connection with the Operating and Purchase obligations of the County (the “Effective Date”).

IN WITNESS WHEREOF, the parties hereto have made and executed this Third Amendment on the date set forth above, following the public hearings described herein.

Signed, sealed and delivered OKALOOSA COUNTY BOARD OF in the presence of: COUNTY COMMISSIONERS

______By: ______Clerk of the Court Charles K. Windes, Jr., Chairman

APPROVED AS TO FORM: ______John R. Dowd, County Attorney

Page 14 of 23

Signed, sealed and delivered Heritage Plantation Community in the presence of: Development District

By: ______Louis Weltman, Chairman

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ______day of ______, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as chairman of the Board of Supervisors of the Heritage Plantation Community Development District organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Heritage Plantation Community Development District.

______Notary Public, State of Florida My Commission Expires: ______

[OTHER SIGNATURES FOLLOW ON THE NEXT PAGES]

Page 15 of 23

Signed, sealed and delivered DEVELOPER: in the presence of: Southeastern Consulting & Development Company, Inc., a Florida corporation

By: ______Louis Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ______day of ______, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as the president of the corporation organized under the laws of the State of Florida and authorized to transact business m the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the corporation.

______Notary Public, State of Florida My Commission Expires: ______

Page 16 of 23

Signed, sealed and delivered Heritage Plantation Homeowners’ in the presence of: Association, Inc.

By: ______Louis Weltman, President

STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ______day of ______, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as president of the Heritage Plantation Homeowners’ Association, Inc. organized under the laws of the State of Florida and authorized to transact business in the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the Heritage Plantation Homeowners’ Association, Inc.

______Notary Public, State of Florida My Commission Expires: ______

Page 17 of 23

Signed, sealed and delivered UTILITY in the presence of: Water Reclamation of NWF, LLC., a Florida limited liability company By: Southeastern Consulting & Development Company, Inc., a Florida corporation, its Manager

By: ______Louis Weltman, President STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ______day of ______, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as the president of the corporation organized under the laws of the State of Florida and authorized to transact business m the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the corporation.

______Notary Public, State of Florida My Commission Expires: ______

Page 18 of 23

Signed, sealed and delivered Phoenix Realty Partners, Inc.

By: ______Louis Weltman, President STATE OF FLORIDA COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this ______day of ______, 2014, by Louis Weltman who is personally known to me to be the person described in and who executed the foregoing instrument as the president of the corporation organized under the laws of the State of Florida and authorized to transact business m the State of Florida. He has acknowledged before me that he executed the foregoing instrument as such office in the name and on behalf of the corporation.

______Notary Public, State of Florida My Commission Expires: ______

Page 19 of 23

EXHIBIT “A1” Exhibit “A” of Development Agreement incorporated by Reference

EXHIBIT “A2” The Wastewater Plant Site

Page 20 of 23

EXHIBIT “JA” The Open Space

Page 21 of 23

EXHIBIT “WT” Walking Trails and Community Areas

Page 22 of 23

EXHIBIT “RA” Recreational Area Conceptual Site Plan

Page 23 of 23

Tab 6

The Standard of Excellence

Especially Prepared for:

Heritage Plantation Community Development District Ronald B. Lewis, Esq., District Council

Submitted By: Lamar P. Fisher, CAI, AARE President / C.E.O. Fisher Auction Company 754.220.4113

fisherauction.com The Standard of Excellence

2112 East Atlantic Boulevard, Pompano Beach, Florida 33062 800.331.6620  The Standard of Excellence TABLE OF CONTENTS

I Aucon Markeng Plan

II Aucon Lisng Contract

III Corporate Proﬁle / Aﬃliaons

IV Paral Client List / Client Tesmonials

V Aucon Markeng Services Summary

VI Pre and Post Aucon Arcles

VII Sample Internet and Tradional Media Plaorms

VIII Sample Brochures

ﬁsheraucon.com The Standard of Excellence The Standard of Excellence

I. Aucon Markeng Plan

ﬁsheraucon.com The Standard of Excellence

Introduction Over the past forty years, Fisher Auction Company has been serving Governmental Agencies (U. S. Bankruptcy Court, State Court Receiverships and FDIC), Major Corporations, Financial Institutions, States and Municipalities, Real Estate Brokerage Firms and Private Sellers across North America, the Commonwealth of Puerto Rico and the U.S. Virgin Islands with total sales in excess of 2.5 billion dollars. Fisher Auction Company is consistently ranked in the top “ten” of National Real Estate Auction Marketing Firms. We produce qualified cash bidders and ultimately successful purchasers throughout the United States and abroad.

Fisher Auction Company is the premier Real Estate Auction marketing Firm of choice, particularly in the State of Florida. We know our Florida market and our track record speaks for itself. Our most recent highly successful U.S. Bankruptcy Court initiative (Casa Casuarina, LLC case) was the former “Versace Property”, located on famous South Beach, Miami Beach, Florida selling for $41,500,000 (166% of the Minimum Bid).

Fisher Auction Company continues to lead our industry by formulating new techniques in “Accelerated Marketing”, which in turn outperforms any competition and maximizes the value/return for its client’s real estate assets.

Scope of Services Fisher Auction Company proposes to conduct an Online‐Internet based Auction (hereinafter referred to as the “Auction”) on three separate parcels delineated below (hereinafter referred to as the “Properties”) located in the “Heritage Plantation” Development within unincorporated Okaloosa County, Florida;

■ 240± Platted Residential Lots (offered as one unit of sale) ■ 56± Acre Parcel of Land ■ 18± Acre Commercial Development Site ■ 2± Acre Commercial Development Site

The Properties will be offered individually and in their entirety by the Property Distribution Trust (“Trust”) to be created pursuant to the U.S. Bankruptcy Court Approved Order/Plan for Southeastern Consulting & Development Co., Inc. (a Debtor in Possession).

The terms of the offering will be predefined in the approved Bidding Procedures/General Terms and Conditions of Sale, which are executed by all qualified bidders (a pre‐auction contract) forty‐eight (48) hours prior to the commencement of the Auction. All qualified bidders will competitively bid during the scheduled Auction start and end dates.

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Our goal is to deliver a distinct message to all qualified bidders that the Seller is highly motivated and desires to sell the Properties now in order to generate the highest level of interest and obtain the highest net sales prices.

Auction Timeline Upon contractual agreement between Fisher Auction Company and the Seller, the Auction will take place within sixty (60) calendar days following confirmation of the Plan which allows for sufficient time to implement the Plan, convey the Properties to the Trust, and to prepare the necessary extensive due diligence / marketing packages for distribution to the prospective bidders and implement our specifically designed approved marketing campaign for the Properties. The Auction timeline will be mutually agreed upon by all parties involved.

Property Inspection Beginning four (4) weeks prior to the Auction, our team members will provide to the prospective bidders specific dates/times in which they will be onsite at the Properties for them to visit and conduct their property inspections.

Marketing Strategy The Properties will be marketed via international, national, regional and local venues in order to give the broadest range of coverage and attract the maximum number of qualified bidders. Fisher Auction Company’s marketing campaigns reach worldwide and continue to produce buyers across the United States and from multiple foreign countries.

Our strategy is to market the Properties to Fisher Auction Company’s international / national buyer databases (including all previous interested parties), major residential and commercial developers, foreign investors, state side investors, immediate area property owners, real estate brokerage firms‐encouraging them to register their clients, etc. The marketing campaign will stress the Seller’s urgency for buyers to act now knowing that they will not have an opportunity to wait for any price reductions in the future.

In addition, we will emphasize to all bidders that the Properties will be purchased free and clear of all liens and monetary encumbrances.

Marketing Highlights If permitted, we highly recommend the Auction be presented and positioned as “By Order of the United Bankruptcy Court‐Real Estate Auction”. This will create the ultimate urgency factor in the bidders’ mindset and will immediately get them engaged in the Auction.

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The marketing highlights will include;

■ Direct Mail A direct mail promotional piece will be designed and sent to all logical, identifiable buying individuals/groups. Fisher Auction Company has a current database of 50,000 from which to draw.

■ Print Medias / Specialty Journals The national, regional and local print media campaign will be geared to a six (6) week program. Sample Medias will include;  Wall Street Journal (National Edition)  New York Times  Crestview News Bulletin  Tallahassee Democrat  Alabama Press Register  New Orleans Times‐Picayune  Investor’s Business Daily

We will continuously monitor the prospective bidder response from each media advertisement allowing daily analysis. In this manner, the print campaign can be altered to focus in on the most effective media throughout the marketing campaign. All responses from prospective bidders are logged in by date and source into our advertising response computer software system allowing reporting and analytics on a real time basis.

■ Telemarketing After the market segmentation, we will utilize all market data to develop a plan for our team of personnel to contact potential purchasers and introduce them to the auction sales process and provide them prepared due diligence package / bidder qualifications.

Inquiries will be handled on a real time basis for the dissemination of the promotional materials and due diligence packages. We believe it is of critical importance to recognize that typical prospective purchaser questions and objections are answered and dealt with differently in an auction marketing setting.

■ E‐Platforms The Auction will be prominently featured on Fisher Auction Company’s website. Our site receives thousands of hits on a weekly basis. We will also advertise / list on all appropriate‐targeted sites; • landwatch.com • bizjournals.com • loopnet.com • FHBA (FL Builders) • dealmakers.net • auctionzip.com • propertyauction.com • cmailmarketing.com • all social medias

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■ Additional Marketing Tools ‐Property signage (including possible billboards) ‐Personal solicitations

Auction Methodology Our successful Auction Marketing Plan combines traditional / modern distribution channels in order to provide synergy through an expansive advertising campaign “spotlighting” a property or properties for purchase at Auction. Our process removes the paradigm of pricing thereby creating maximum competition, which equals maximum value received under the terms of the offering.

The recommended Auction Methodology is to offer the Properties to the highest bidders subject to the Seller’s final approval and acceptance of prices.

Required (Non) Refundable Escrow Deposits In order for a bidder to qualify to register and participate in the Auction, all bidders will wire transfer to the selected Escrow/Closing Agent’s trust account an Initial Escrow Deposit for each property they are interested in bidding on forty eight (48) hours prior to the commencement of the Auction start time. The Initial Escrow Deposit will become a portion of their non‐refundable escrow deposit once a bidder is declared the highest bidder. At the same time, we will require all bidders to provide proof of funds of no less than $2,000,000.

The highest bidders must also tender an Additional non‐refundable Escrow Deposit immediately following the conclusion of the Auction via a wire transfer which will total 10% of their total contract price.

Purchase and Sale Agreement The highest bidders will execute the pre‐approved “Non‐Contingency‐All Cash” Purchase and Sale Agreement immediately following the conclusion of the Auction with no post due diligence period.

Property Guarantees The Properties are sold in their “AS IS, WHERE IS” condition with all faults and defects, with no guarantees or warranties express or implied.

The only guarantee to the buyers is the Seller will be able to pass title free and clear of all liens and monetary encumbrances.

Real Estate Closings The real estate closings will take place within thirty (30) calendar days from the Seller’s approval and acceptance of the highest bids. The closings will be coordinated through selected Escrow/Closing Agent.

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Property Information Package Our experience in selling and conducting auction initiatives over the last forty years has taught us that the more knowledgeable a buyer is about the property we are offering prior to bidding; the more they will pay for the property.

We will prepare and provide to all interested prospective bidders a complete property information package (due diligence package) detailing information such as an executive summary, property description including all infrastructure, zoning classifications, survey, Homeowner’s Association Documents, Community Development District documents, location maps, extensive aerial and ground photographs, area/demographics overview, broker participation registration form, purchase and sale agreement, approved bidding procedures‐general terms and conditions of sale, exhibits, etc.

Marketing Campaign Budget The marketing campaign is the key to the success of the Auction. The Seller is only responsible for these contained sales expenses to conduct the Auction, which are estimated at $30,000.00 plus travel expenses estimated to be $5,000.00. All real estate commissions are paid by the successful purchasers as delineated below. Upon contractual agreement between Fisher Auction Company and the Seller, we will prepare the detailed line by line specifically designed marketing campaign budget, encompassing all costs, for Seller’s approval and will provide a complete expense portfolio with copies of paid invoices, advertisements, etc. verifying each expense. The agreed upon marketing campaign funds are advanced to Fisher Auction Company at the time of contractual agreement.

Real Estate Commissions All real estate commissions are paid by the successful purchasers, not the Seller, in the form of a 10% Buyer's Premium. The premium is added to the final bid prices and is included in the total contract prices.

It is proven that the buyers get very involved in our accelerated process and the buyer's premium will result in an overall much higher than anticipated sales price. This is an internationally accepted method of auction sales and enhances the Seller’s net results.

It is also our policy to encourage and work with all real estate brokerage firms to participate in the Auction and register their prospects. We will offer a procuring cause broker a portion of the buyer’s premium as their earned real estate commissions.

Definition: “procuring cause broker” by definition is any duly licensed real estate broker who properly registers a client who becomes the successful purchaser and closes on the transaction.

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The 10% buyer’s premium will be divided as follows:

■ Fisher Auction Company to receive 6% of the final bid prices as earned commissions. ■ A procuring cause broker, to receive 3% of the final bid prices as earned commissions. ■ Should a property be purchased without a procuring cause broker, Fisher Auction Company to receive an additional 3% of the final bid prices for earned commissions. ■ Seller to receive 1% of the final bid prices to reimburse the advanced marketing costs.

No Sale Fee: If the Seller elects not to accept the highest bids obtained on each Property, Fisher Auction Company shall receive a 2% no sale fee of the final bid prices. Seller shall compensate Fisher Auction Company within seven (7) calendar days from the Auction.

Project Coordinator/Managers Lamar P. Fisher will be the project coordinator for this Auction and will oversee the entire auction process keeping all parties informed through weekly progress / analytical reports. Francis Santos and Jason A. Welt will be the project managers working directly with the Seller on a daily basis.

Conclusion There is no other method of sale other than the auction process in which will provide arms length transactions with total transparency, fiduciary responsibility, a global marketing campaign, pre‐qualified purchasers participating under pre‐determined terms and conditions, buy side responsible for all real estate commissions; not the Seller, an “as‐is no contingency” transaction with immediate hard escrow deposits, no re‐trading of price or post due diligence, and maximizes competition and therefore maximizes pricing. The auction process creates the ultimate urgency factor in which buyers are forced to react at a time certain‐there is no tomorrow!

We know we can obtain the highest net realizable value through this auction marketing plan‐ real market value!

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The Standard of Excellence

II. Aucon Lisng Contract

ﬁsheraucon.com The Standard of Excellence

EXCLUSIVE REAL ESTATE SALE / LISTING CONTRACT

Contract Date: Seller: Address: Contact: Telephone: Email:

AGENT (BROKER): FISHER AUCTION COMPANY INC., 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 • Tel: 954.942.0917 • Fax: 954.782.8143 • Email: [email protected]

Seller and Agent covenant and agree as follows: 1. LISTING: (a) Seller hereby grants to Agent an Exclusive Right of Sale for ninety (90) calendar days on the property listed on Exhibit “A” attached to this Contract, and Seller authorizes Agent to sell said property via an Online- Internet Auction and / or through Private Negotiation hereafter referred to as “The Sale”. (b) If Seller withdraws the property from the market prior to expiration of this listing agreement, or cancels The Sale, Seller shall compensate Agent within seven (7) calendar days from withdrawal and / or cancellation for its commission stated in Section 4(a), (i) below and will be based upon the current tax assessment values of the property. Such payment shall serve as liquidated damages and shall not be considered a penalty. (c) If Seller fails to close on the property following The Sale, because of refusal or to perform, Seller shall be responsible for Agent's commission stated in the fully executed Purchase and Sale Agreement by and between Buyer and Seller. (d) This Contract shall be automatically extended for an additional thirty (30) calendar days after The Sale to procure a qualified buyer during the post sale process, if necessary. (e) Agent's authority under this Contract shall be limited strictly to the promotion of the property covered hereby; under no circumstances whatsoever shall Agent be authorized to make any representation nor warranty on behalf of Seller except as is consistent with published information, or to bind Seller to any sales agreement or other contract. 2. TITLE: (a) Seller represents that fee simple title to the property is marketable and insurable. (b) Seller has full power and authority to enter into this Contract and convey fee simple title free and clear of all lines and monetary encumbrances. (c) There are no other outstanding listing or sales contracts on the property. (d) Seller will provide to Buyer, at Buyer’s cost, an Owner’s Title Commitment and Policy on the property through the Seller’s designated Escrow / Closing Agent. (e) Under no circumstances whatsoever will Seller be liable to Agent for commissions unpaid due to any title defect which prevents the sale of the property covered by this Contract, provided only that Seller does not itself create the title defect after that date of this Contract for the purposes of avoiding a commission hereunder on the sale. (f) The property will be sold in its “As-Is, Where Is” condition with all faults and defects of any kind, with no warrantees express or implied. 3. GUARANTEES: (a) Seller acknowledges that Agent has not made any commitments as to price the property will bring at The Sale, nor does Agent guarantee the sale of any property subject to this Contract. (b) Seller is entering into this Contract in reliance on Agent's special and unique abilities with respect to the sale of real property by way of an online-internet auction. Agent represents, warrants, and agrees, that it shall diligently and in good faith: (i) promote The Sale, (ii) prepare promotional materials, instructions, and releases for The Sale, consistent with this Contract, (iii) provide forms to be used with respect to The Sale, (iv) provide adequate services to respond to inquiries about The Sale and the property, (v) organize and conduct The Sale, (vi) provide personnel to supervise the Purchase and Sale Agreement executions at The Sale, and, (vii) perform other services incident to the holding of The Sale, consistent with this Contract and the marketing and advertising expenses. 4. COMMISSIONS / FEES: (a) A 10% Buyer’s Premium will be added to the final bid prices and it will be included in the total contract prices. The Buyer’s Premium will be divided as follows; (i) Agent to receive 6% of the final bid prices as earned real estate commission. (ii) A procuring cause broker to receive 3% of the final bid prices as earned real estate commission. If no procuring cause broker is involved in the sale of the property, Agent to receive an additional 3% of the final bid price. (iii) Seller to receive 1% of the final bid prices at closing to help reimburse the Promotional Funds Advanced. (iv) No Sale Fee: If the Seller elects not to accept the highest bids obtained on the property, Agent to receive a 2% no sale fee of the final bid prices. Seller shall compensate Agent within seven (7) calendar days from The Sale. (b) Seller obligated to pay at time of Contract execution for the marketing, advertising and travel expenses incurred for The Sale, as indicated below in the Promotional Funds Advanced. 5. INDEMNITY: Seller shall defend, indemnify, and hold harmless Agent, its officers, directors, employees, and agents, from and against any and all claims, demands, causes of action, costs, liabilities, losses, damages, and expenses (including reasonable attorneys and expert witness fees and expenses) (collectively, “Claims”), and by whomever brought, to the extent arising out of or in any way related to (i) the sale of the Property, (ii) the performance of the parties’ obligations under this Agreement; (iii) the physical condition and quality (and express or implied representations regarding such condition and quality) of the Property or any portion thereof, (iv) any breach of Seller’s representations and warranties set forth in this Agreement; or (v) the Seller’s breach or violation of the terms of this Agreement.

Fisher Auction Company | Confidential | Page 1 of 3

______/______Initial

6. CONDITIONS: (a) Seller agrees that when executed by Seller and Agent, this Contract shall be binding on all parties, their heirs, personal representatives and assigns. (b) Any costs, including attorney’s fees, of litigation for the enforcement of this Contract to be borne by the non- prevailing party. (c) Seller authorizes its designated Escrow / Closing Agent to accept and hold deposits in escrow pending closing on all offers to purchase contracts. (d) If any deposit made by the Buyer shall be forfeited, the amount of such deposit shall be divided equally between the Agent and Seller after Seller is reimbursed for the Promotional Funds Advanced paid by Seller to Agent. (e) Seller shall cooperate with Agent in carrying out the purpose of this Agreement. (f) This Contract represents the full and final agreement between the parties. Representations or warranties not incorporated herein are not valid or enforceable. Statements or representations contained in any advertising material do not constitute additions or amendments to the terms of this Contract. (g) Agent will rely on the accuracy of information provided to it by the Seller, even where said information is incorporated into the promotional material. The Seller remains responsible for the accuracy of all such information and shall immediately inform Agent of any and all material facts that arise after the execution of this Agreement. (h) In the event of any inconsistency between the terms and provisions of this Contract and the terms and provisions of the Purchase and Sale Agreement as it relates to the obligations of the parties hereto to one another, the terms and provision hereof shall govern and control the rights and obligations of the parties. (i) Force Majeure. Agent shall have no liability by reason of any delay or failure to perform any obligation if the delay or failure to perform is a result of force majeure or anything that is beyond the Agent’s control, including, but not limited to, Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities, terrorist activities, acts of Government, embargo, power outage or other cause of nature beyond the Company’s control. (j) Governing Law/Jurisdiction/Venue. This Agreement shall be construed, enforced and governed by the laws of the State of Florida, without regard to choice of law and similar doctrines. The parties consent to jurisdiction in the State of Florida and venue, for any litigation arising out of this Agreement, shall lie exclusively in the courts of Broward County, Florida. 7. METHODOLOGY: Agent shall conduct The Sale on terms as checked and/or stated below. (b) XXX “SUBJECT TO CONFIRMATION” - Property will be sold to the highest bidders subject to the Seller’s final approval and acceptance of prices. 8. WAIVER OF JURY TRIAL. AS INDUCEMENT FOR AGENT TO ENTER INTO THIS AGREEMENT AND IN CONSIDERATION THEREOF, AGENT AND SELLER AGREE THAT, IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR BY VIRTUE OF THE TERMS OF THIS AGREEMENT, AGENT AND SELLER SHALL, AND DO HEREBY, ABSOLUTELY AND CONDITIONALLY WAIVE TRIAL BY JURY.

Property Description: See Exhibit “A” attached to this Contract Street Address or Location: See Exhibit “A” attached to this Contract Legal Description: See Exhibit “A” attached to this Contract Start Sale Date: Day: Monday Date: Start Time: 10:00 AM ET End Sale Date: Day: Thursday Date: End Time: 3:00 PM ET 2013 Real Estate See Exhibit “A” attached to this Contract Taxes: Promotional Funds Not to exceed $35,000.00 including travel expenses. Within five (5) business days from Advanced: the time of Contract execution, Agent will provide Seller the detailed marketing campaign budget, encompassing all costs. All promotional materials will require Seller approval before any printing / placement takes place. Special Considerations:

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Fisher Auction Company | Confidential | Page 2 of 3 ______/______Initials

Facsimile and electronic signatures of the parties to this Exclusive Real Estate Sale / Listing Contract shall be treated as original signatures.

ACCEPTANCE BY THE UNDERSIGNED: SELLER:

By: Witness SELLER:

By: Witness

AGENT: Fisher Auction Company

By: Witness Lamar P. Fisher, President / CEO

Fisher Auction Company | Confidential | Page 3 of 3 ______/______Initials The Standard of Excellence

III. Corporate Proﬁle / Aﬃliaons

ﬁsheraucon.com The Standard of Excellence The Standard of Excellence CORPORATE PROFILE

2112 East Atlantic Boulevard Pompano Beach, Florida 33062‐5208 954.942.0917 ● 800.331.6620 954.782.8143 Facsimile [email protected] www.fisherauction.com

Complete service with honesty and integ‐ rity provide the foundation for creating the “Standard of Excellence” – the corpo‐ rate benchmark embraced by Fisher Auc‐ tion Company for over 40 years of continu‐ ous business. This Real Estate Marketing Firm was established in 1967 as a family

owned and operated business.

Our services include Auctions (Live / Online), Conventional Transactions, and Sealed Bids of Real Property, Notes, Portfolios and Personal Property. We also provide consulting services, appraisal ser‐ vices with affiliated divisions for Receiverships and Property Management. The Firm has been consis‐ tently ranked as one of the top ten Auction Marketing Firms in North America having conducted suc‐ cessful sales initiatives in 46 States, Puerto Rico, Mexico and the U.S. Virgin Islands. Through its af‐ filiations with major industry associations, Fisher Auction Company offers services with proven re‐ sults.

Fisher Auction Company is comprised of highly trained and skilled individuals with backgrounds in Auctioneering, Real Estate, Development, Finance, Accounting, Law, Appraising, Banking, Sales and Marketing. Our Firm was one of nine National Companies selected to conduct Multiple Asset Auc‐ tions and Sealed Bids throughout the United States, Puerto Rico and the U.S. Virgin Islands for the Resolution Trust Corporation (RTC) and the Federal Deposit Insurance Corporation (FDIC). Fisher Auc‐ tion Company pioneered the first series of successful Real Property Foreclosure Auctions in the Southeast on behalf of a major Lending Institution along with conducting one of the largest ever Online Auction selling 2,100 individual properties. We also have national and local experience with Court Ordered Sales for many U.S. Federal Bankruptcy Divisions and State Circuit Court Divisions.

The Firm is currently owned and managed by second and third generation family members of Fisher Auction Company. Our Chairman and Founder is a distinguished member of the National Auctioneers Association “Hall of Fame” and our President / CEO is the current Mayor for the City of Pompano Beach, Florida. We are dedicated to a superior code of ethics with the highest degree of professionalism. Our reputation has and continues to be built on one successful Sale and Auction at a time.

fisherauction.com The Standard of Excellence The Standard of Excellence AFFILIATIONS

The National Auctioneers Association promotes the auction method of marketing and enhances the professionalism of its practitioners. NAA member auctioneers are at the top of their field in the auction business. Ethical, accredited and technology‐savvy, NAA mem‐ bers are professionals well versed in the psychology of selling. Their education, experi‐ www.auctioneers.org ence and networking capabilities stimulate competition among bidders, securing you the

highest price per sale.

The Florida Auctioneers Association is the organization for the professional auctioneer who performs auctions in the State of Florida. It was established to allow a medium in which the professional auctioneer can stay abreast of the latest auction procedures, edu‐ cation, license law changes and other events that would effect the auction profession. www.floridaauctioneers.org

The Certified Auctioneers Institute is the most prestigious designation awarded in the auction industry. Designed for leaders in the industry and auction firm decision‐makers, the CAI is an executive development program focused on developing the skills and provid‐ ing the tools necessary to run a top‐notch auction firm.

www.floridaauctioneers.org

National Association of Realtors / Realtor Association of Greater Fort Lauderdale A real estate agent is a REALTOR® when he or she becomes a member of one or more of the 1,700 local associations of REALTORS® and subsequently becomes a member of the NA‐ TIONAL ASSOCIATION of REALTORS®, the world's largest professional association and www.realtor.org / www.r-world.com subscribes to its strict Code of Ethics.

Accredited Auctioneer, Real Estate is the professional designation awarded by the NAA Educational Institute to qualified real estate auctioneers who meet the educational and

www.floridaauctioneers.org experiential requirements of the Institute.

The Bankruptcy Bar Association assists members, bankruptcy law practitioners, and the public by serving as a ready source of information on practice and procedure before the United States Bankruptcy Court for the Southern District of Florida. www.bbasdfl.org

The Florida Bankers Association (FBA), one of Florida’s oldest trade associations, was es‐ tablished in 1888 to advocate on behalf of Florida banks and promote the banking industry in this state. The FBA is composed of over 300 banks and financial institutions statewide. www.floridabankers.com

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IV. Paral Client List / Client Tesmonials

ﬁsheraucon.com The Standard of Excellence PARTIAL CLIENT LIST The Standard of Excellence Fisher Auction Company has been providing quality Auction Marketing Services to a wide range of Sellers for more than 40 years.

BANKS / FINANCIAL INSTITUTIONS: STATE AGENCIES: American Federal Savings Bank, Texas State of Florida American National Bank, Florida State of Texas AMRESCO, Texas State of South Carolina AmWest Savings Bank, Texas State of Michigan Associated Bank FEDERAL AGENCIES: Banc One, New Hampshire Defense Reutilization and Marketing Service Banco Bilbao Vizcaya, Puerto Rico Fannie Mae Bank of America Farmers Home Administration Bank Atlantic, Florida Federal Aviation Association Bank of Durango, Colorado Federal Deposit Insurance Corporation Bank United Federal Savings & Loan Insurance Corporation Barnett Bank, N.A., Florida General Services Administration Bayview Financial Internal Revenue Service BB&T Resolution Trust Corporation Bluebonnet Savings Bank, Texas Small Business Administration Boatmen's Trust Company, Missouri United States Marshal's Service Bonnet Resources Corporation, Texas ASSET MANAGEMENT COMPANIES: Citibank, Arizona AM & G Asset Management, Inc., Arizona City National Bank, Florida Consolidated Asset Recovery Corp., Connecticut CNLBank CSW Associates, Inc., Florida Colonial Bank Famco Services, Inc., Texas Comerica Trust Company, Florida Financial Conservators, Inc., Maryland Comerica Bank, Florida H.M. Heckle & Co., Inc., Tennessee Commercial Bank & Trust, Florida J.E. Roberts & Co., Connecticut Community Bank of Homestead, Florida Kevin K. Nunnick & Associates, Kansas County National Bank, Florida Kilburn‐Young, Georgia Fleet National Bank Michael Moecker & Associates First Federal Savings Bank, Puerto Rico Midland Loan Services, L.F., Missouri First Gibraltar Savings Bank, Texas Newmark Real Estate Services,w Ne York First Heights Bank, Texas Northcorp, Texas First Madison Bank, Texas Ontra Management, Inc., Texas First Union National Bank of Florida Real Estate Recovery, Inc., Florida First United Bank, Florida Recoll Management Corporation, Massachusetts Fleet Bank Tecton, Florida Franklin Federal Bankcorp, Texas Temple Inland Properties, Inc., Texas Glendale Federal Savings Bank, Florida Trammel Crow, Texas Guaranty Federal Savings Bank, Texas CORPORATE AMERICA: Heller Financial, Inc. Amoco Oil Corporation Hospital Trust, Rhode Island Chevron Oil Corporation KeyBank, N.A. Exxon Oil Corporation M. & G. Trust Company, Wisconsin Ford Consumer Finance Company, Inc. Merrill Lynch Trust Company, Florida Levitt & Sons NationsBank, Florida G.E. Capital Ocean Bank ITT Commercial Finance Corporation Perpetual Savings, Virginia Kentucky Life Central Insurance Company Ponce Federal Savings Bank, FSB, Puerto Rico McDonald's Puerto Rico Farm Credit, Puerto Rico Shell Oil R & G Federal Savings Bank, Puerto Rico BANKRUPTCY COURTS: Regions Bank U.S. Bankruptcy Court, Central District of California Republic Bank, Florida U.S. Bankruptcy Court, District of Connecticut Republic National Bank, Florida U.S. Bankruptcy Court, District of Iowa Republic National Bank of New York U.S. Bankruptcy Court, District of New Jersey Republic Securities Bank, Florida U.S. Bankruptcy Court, District of Puerto Rico Roig Bank, Puerto Rico U.S. Bankruptcy Court, District of Wisconsin Royal Bank of Canada, Puerto Rico U.S. Bankruptcy Court, Eastern District of Michigan Sabal Trust Company U.S. Bankruptcy Court, Middle District of Florida SouthTrust Bank U.S. Bankruptcy Court, Middle District of Tennessee Sun Bank Trust Company, Florida U.S. Bankruptcy Court, Northern District of Florida Synovus Trust Company, N.A. U.S. Bankruptcy Court, Northern District of Washington Texas Trust Savings Bank, Texas U.S. Bankruptcy Court, Southern District of Florida Union Planters Bank U.S. Bankruptcy Court, Southern District of Georgia UPS Capital Business Credit U.S. Bankruptcy Court, Western District of Michigan Wells Fargo Bank U.S. Bankruptcy Court, District of New Mexico

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CLIENT TESTIMONIALS

►The Former Sun Cruz Motel, Hollywood Beach, FL You and your team are truly a class act.

From our initial meeting, to your successful sale, Fisher Auction Company exceeded my expectations on every level, including the professionalism, efficiency and cordial attitude of every member of your team. It has been a pleasure to work with all of you. My only regret is that I did not connect with Fisher Auction Company decades earlier. Had I, it would have altered much of my marketing and sales efforts during my career as a real estate entrepreneur.

Micky Biss, Seller

►Residential and Commercial Properties for the City of Riviera Beach Fisher Auctions provided an outstanding service to the City of Riviera Beach. Your company’s efforts were well planned, professionally executed, and abundantly satisfied the City’s expectations.

Thank You!

Benjamin Guy, Director of Purchasing, City of Riviera Beach, Florida

►2 Office Condominiums located in "Banyan Place", Palm Beach Gardens, FL Scott got really lucky with the auction. I hope I can find one of my loans that I can do a similar auction. It is a much better result than sending the property to our OREO.

Take care, Tanya Markey, Suntrust

►Private Island located in Homosassa, Florida For anyone considering using Fisher Auction to market their real estate, rest assured you are in good hands. Lamar and his entire team handled the sale of a very unique piece of property in a timely and efficient manner. The entire team is very professional and the results completely exceeded our expectations. We look forward to working with Fisher Auction in the future. SOLD FOR 584% OF THE RESERVE PRICE.

Regards, Joe Cappuccilli

► By Order of the School District of Lee County, Florida – 2 Office Facility Complexes “The service and personal attentione th School District received from Fisher Auction Company was exceptional! They are truly a high‐caliber team. Their knowledge of the market and their key contacts assisted the School District in selling two buildings which had been vacant and on the market over six years. We are pleased with and would highly recommend Fisher Auction Company to any organization looking for an alternative method to the traditional selling of real estate.”

Sincerely, William G. Moore, Jr. Architect, Executive Director, School Support The School District of Lee County

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CLIENT TESTIMONIALS

► Integrated Control Systems Inc. – 52,000± SF Facility of 4± Acres, Punta Gorda, Florida “My responsibility as an officer of the court and as a fiduciary for the family of a valued client made the use of the auction process a guarded decision, but with hindsight, it was the best thing I could have edon for this Estate. I am happy I did it, and not only was the financial result greater than I anticipated; it was more than I thought possible. In fact, I had accepted a previous offer to sell this property for a million dollars less than the result produced by your auction. Needless to say, that contract did not go to closing, and I am now so glad it didn't.”

Very truly yours, Howard L. Crown GRANT FRIDKIN PEARSON, P.A.

►Auction 72’ Viking Sportsman Yacht “On behalf of Cleveland Clinic, I want to thank you and your staff for successfully handling the auction of the 72 Ft. Viking Yacht that was generously donated to us. There were various obstacles placed in our way and some expressed concern that we would not be able to pull it off. With your persistence and working through all of the obstacles, you did it! Cleveland Clinic is very pleased with your services. If we ever need you again, I will not hesitate to call you.”

Thanks again, Peter Volas, Senior Director, Real Estate Cleveland Clinic

►Post‐Auction Sale of Luxury Home “Estate of Warren C. Sapp” Bankruptcy, Windermere, Florida The U.S. Bankruptcy Trustee was very pleased with the sale results and therefore recommended approval to the U.S. Bankruptcy Court.

►Pre‐Auction Sale of Condominium, Boca Raton, Florida “I was extremely pleased that Fisher auction was able to successfully find a pre‐auction buyer for a property that was scheduled for auction. In addition to finding a buyer, the purchase price was 10% higher than the independently appraised value of the property. Lamar and his team handled the transaction professionally and efficiently. I would highly recommend Fisher auction.”

Best regards, Brian Layman, Layman, D’Atri & Associates, LLC

► Auction Sale of Condominium, Pembroke Pines, Florida “Fisher Auction Company took what was a very stressful situation and handled it expertly. Everyonee in th company was more than kind and went above and beyond to deal with every little situation. We had a fabulous turnout – they had done their homework with advertising and got the word out – and the condo sold for more than we expected. I would recommend them highly and without question.”

Thank you Lamar, Robin Bussard

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CLIENT TESTIMONIALS

► Auction Log Cabin on 5± Acres, Naples, Florida “I can’t tell you how happy I am with choosing Fisher Auction to sell my 5 acres with a log home in Naples, Florida. It is a unique location and needed the expertise marketing that you provided and the brochure was terrific. As a real estate broker I know the importance of bringing qualified buyers to the property and creating excitement for a sale. Everyone on your staff was professional and you did a great job with the actual auction. Getting title work done ahead of time was brilliant and allowed us to close in less than a week from the sale. I would not hesitate to use your Company again or recommend you to anyone else that wants a quick sale.”

Thank you, Richard Paganes, Seller

►5± Acre Island, “Brown’s Island, Jacksonville, Florida "...I want to take a moment to "Thank" each and every single one of you for your professionalism, patience, tireless efforts and YOUR dedication to the client (ME). Life is full of gambles and this has been one of them for me...I have taken many risks in my life and MOST have provided significant returns. Show me someone who has never taken a chance and I will show you someone who lives a very boring life and has probably accomplished very little. ..."

James R. Boutte, Seller

►Light Industrial Office / Warehouse, Fort Lauderdale, Florida “Fisher Auction Company did a fantastic job and I am thrilled to have used the firm to sell my property. Please feel free to use me anytime for a reference!”

Charles Palmer, Seller

►Auction of 8 Bank‐owned, Waterfront Condominiums, Manasota Key, Florida “I would venture that it was another successful auction for Fisher Auction Co., Inc. I found the service, communication, professionalism and results to be exemplary. I would recommend Fisher Auction to others as an end game disposition strategy which will get results. I will utilize Fisher Auction again should the opportunity arise. Many Thanks.”

CNL Bank

►Luxury Waterfront Home, Star Island, Florida – U.S. Bankruptcy Auction The Star Island estate of embattled businessman Claudio Osorio sold for $12.7 million. “The auction went perfectly,” said attorney Geoffrey Aaronson, who is representing Claudio and his wife, Amarilis, in their personal bankruptcy case. “Maybe we should do all of the auctions by the pool on Star Island,” quipped U.S. Bankruptcy Judge Robert A. Mark, who approved the sale, which formally closes Nov. 22.

Jay Weaver, Reporter Miami Herald

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CLIENT TESTIMONIALS

►Luxury Mizner Lakes Estate Home, Boca Raton, Florida “After over 3 years of attempting to sell our home through conventional methods ‐‐ including listing with high profile, well known traditional listing agents ‐‐ we decided to sign up with Neil Saffer at Fisher Auction Company. Neil was not only extremely professional, responsive, and knowledgeable, but he sold our house at fair market value ‐‐ just like he told us he would. I was thoroughly impressed by the top notch regional, national, and international marketing and by Neil's level of attention to detail throughout the process. I would highly recommend Neil Saffer.”

Paul J. Geller Robbins Geller Rudman Dowd LLC

►3 Vacant Lots, Fort Lauderdale, Florida “On behalf of the Board and Staff of the NCADD let me express our gratitude for your successful sale of our Florida land….The thoroughness of your marketing and advertising of our sale was well beyond what I anticipated and resulted in a windfall for the NCADD.”

Harold G. Hathaway, III National Council on Alcoholism and Drug Dependence, Inc.

►Corporate Park at Inverrary, 2 Office Buildings, Lauderhill, Florida “We were quite happy that Fisher Auction Company provided a qualified cash buyer to purchase and close on our office complex with an acceptable pre‐emptive bid just 2 days before the auction date,” said Horizons' spokesperson. “We hope in the future we will acquire more properties that will lend themselves to the auction process and to use the very effective, professional services of the Fisher Auction Company.”

Herbert Hirsch, Horizon Lending, LLC

►Nautica by the Sea – 2.89± Acre Oceanfront Development Site, Ormond Beach, Florida “We knew we had a marketable site. It just wasn’t going to be sold the traditional way since potential buyers are sitting on the sidelines waiting for the seller’s floor selling price. Going to auction removes the buyers’ uncertainty. We really appreciated how well Fisher guided the marketing and auction event and their experience helped generate a sales price that exceeded our expectations.”

Timothy P. Barila, Humphrey Development, Inc.

►18 Marina Wet Slips, Hickory Bay Boat House, Naples, Florida "Fisher Auction Company did an outstanding job in selling our Wet Slips. Although the market was not what we hoped for, Fisher Auction did everything possible to bring buyers to the closing table. We had a choice of several auction companies and I am certain that we picked the best company in thish toug real estate market."

Ted Schiafone Back Bay Improvement Group

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CLIENT TESTIMONIALS

►Petroleum Facility with Convenience Store/Deli/Car Wash Building, Okeechobee, Florida "From start to finish, seamless service, 100% communication and commitment. Price, service, buyers exceeded our expectations."

David Legault, Appointed Florida Receiver

►The Riviera, Lender Ordered Auction of 75 Brand New Waterfront Condominiums, Ft. Myers, Florida "I thought it went really, really well. The excitement was great, the turn‐out was great and obviously we sold all the units!" "Fisher was absolutely right‐on everything, very professional...the energy was terrific. I think everyone in his crew excited the crowd."

Robert Kohn, Seller The Riviera Homes for American Holdings LLC

►By Order of U.S. Bankruptcy Court, Upscale Homes throughout Fort Lauderdale, Florida "Thank you for a successful turn‐out on the U.S. Bankruptcy Auction of the Glenn Wright properties held on Saturday, April 10th at the Embassy Suites Hotel in Fort Lauderdale, Florida. Your industry tenor was evident not only by the response generated by the auction's mechanics, but by an exceptional skill and talent of a conductor commanding an orchestra through a fast harmonious passage." I am looking forward to working with you in the near future.

Adrian Aizenstat, Assistant Vice President Wells Fargo Bank, N.A.

►By Order of State Receiver,n 60 ocea view condominiums located in "Ocean Dunes", Melbourne Beach, Florida "I have never used the auction process before and I am amazed, stunned and stupefied by the results that these guys have gotten.”

"They are everything and more than what they represented and they have created a level of enthusiasm and energy that created a buying environment that in my 25 years of commercial real estate I have not seen. I would do this again, again and again ‐ I loved it."

Scott Brenner, State Receiver

►65 Townhomes and Villas located in "Marsh Harbour", Riviera Beach, Florida "I wish I would have done the sale earlier and been done with the headache..."

George Lopez, CEO Cornerstone Group

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CLIENT TESTIMONIALS

►U.S. Bankruptcy Court, Luxury Home, Fort Lauderdale, Florida “Because of the success of this auction, other secured lenders are contacting us regarding liquidation of other projects”. I am recommending Fisher Auction in any type of real estate liquidation.”

Kenneth A. Welt U.S. Bankruptcy Trustee

►By Order of Developer, 61± Marina Wet Slips, Cocoa, Florida "All parties in interest admired and appreciated your professional performance and were satisfied with the final price achieved in the amount of $1,610,000.00 with a 100% sellout.”

“Thank you Lamar, for a job well done and I will be delighted to be a point of reference for you."

John J. Goebel, Developer Cocoa Village Marina

►Online Auction of 72 Luxury Condominiums sold in 3 24‐Unit Blocks, Chandler, North Carolina "I was out of pocket the last few days, but I wanted to say congrats and a job well done on the auction. It wasn’t what we wanted, but today’s market is what it is. Thanks for all of your help and I look forward to closing the final tranche next week."

Jeffrey A. Johnson, Executive Vice President Montecito Residential

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V. Aucon Markeng Services Summary

ﬁsheraucon.com The Standard of Excellence

FISHER AUCTION COMPANY HAS SOLD

OVER TWO BILLION DOLLARS

IN CLOSED REAL ESTATE SALES

Project & Location Description Results Price Lender Ordered Auction A 17 Room Non- Sold and Closed for $1,800,000.00 Former “Sun Cruz Motel” Operating Motel 165% of Assessed Value Hollywood, FL Corporate Ordered Auction 5,886± SF Office Sold and Closed for $880,000.00 Office Building & Airport Hangar Building and 8,268± SF 114% of Minimum Bid Naples, FL Airport Hangar By Order of Family Trust A Private Island Estate / Sold and Closed for $478.600.00 “Captain Percy Cooks Fishing Retreat w/ a Main 174% of Minimum Bid Lodge” - Cooks Island Residence and a Guest Newfound Harbor Key, Florida Cottage Bank Owned Auction A 176 Room Exterior Sold and Closed for $1,685,400.00 “Days Inn & Suites” Corridor Motel with 106% of Reserve Price Clermont, FL Restaurant on 5± Acres By Order of the U.S. Bankruptcy The former Versace Sold and Closed for $41,500,000.00 Court Mansion in South 166% of the Stalking “Casa Casurina” Beach Horse Offer Miami Beach, FL By Order of the U.S. Bankruptcy 2 Intracoastal Sold and Closed for $5,300,000.00 Court Waterfront 98% of Broker’s “Shooters & Bootlegger” Restaurants on 1.03± Opinion of Value Restaurants Acres Fort Lauderdale, FL By Order of Corporate Owner 40 Waterfront Sold and Closed for $10,700,000.00 “Oasis” Condominiums Condominiums Sold 98.5% of Broker Ft. Myers, FL Auction Day and 13 Opinion of Value Condominiums Sold Pre-Auction By Order of U.S. Bankruptcy 335 Condominiums Sold and Closed for $14,100,000.00 Court Sold as One Unit of 157% of Minimum Bid “The Residences at The Falls” Sale Miami, FL

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Project & Location Description Results Price “The Vue at Lake Eola” 165 Condominiums Sold and Closed for $25,900,000.00 Bankruptcy Auction and 7,500± SF of 130% of Minimum Bid Orlando, FL Retail Space Sold as One Unit of Sale By Order of Receiver Remaining 68 Brand Sold and Closed 100% $16,300,000.00 Ocean Dunes Condominium New Ocean View of Remaining Units Sold Melbourne Beach, FL Condominiums Lender Ordered Auction Remaining 75 Brand Sold and Closed100% $13,451,550.00 Riviera Condominiums New Water Front of Condominiums Ft. Myers, Florida Condominiums Offered Maxim Enterprises, Inc. 54 Residential Sold 100% of Properties $5,068,800.00 Bankruptcy Auction Properties Offered Ft. Lauderdale, FL throughout Miami- Dade, Broward & Palm Beach Counties The Place At Channelside 171 Condominiums Sold for 127% of $21,900,000.00 Bankruptcy Auction and Retail Space Reserve Price Tampa, FL Marina Holding, Inc. An 11.34+/- Acre Sold for 75% of Last $12,000,000.00 Ft. Lauderdale, FL Marina Asking Price Levitt and Sons Developer’s Close- Sold 50 Townhomes for $6,187,500.00 Ft. Myers, FL Out 86% of Strike Prices The Townhomes of San Simeon – 50 Units Developers Diversified Realty 1 Retail Center Sold for 100% of $11,075,000.00 Illinois and South Carolina Illinois and 1 Retail Reserve Prices Center in South Carolina Williamsburg Candle & Soap A 73.74± Acre Mixed Sold for 148% of $10,833,334.00 Factory Use Redevelopment Reserve Price Williamsburg, VA Site with Seven Buildings Totaling 261,447± SF City of North Port & Sarasota Online Auction of Sold for 125% of $65,890,236.00 County, FL 2,000± Escheated Appraised Value North Port, FL Residential Lots The Former “Tiffany House” Historical Property Sold for 114% of $5,700,000.00 Fort Lauderdale Beach, FL Encompassing an Reserve Price Entire City Block

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Project & Location Description Results Price 414± Acre PUD Site Prime Mixed Use Sold for 100% of $31,500,000.00 Northville, MI Development Site Market Value 2 Re-Development Sites in A Warehouse and Sold for 250% of $7,994,250.00 Downtown Miami Parking Lot in Appraised Value Miami, FL Downtown Miami, FL Developers Diversified Realty 3 Retail Centers in Sold for 109% of $12,820,000.00 Ohio & Indiana Ohio and 1 Retail Reserve Prices Center in Indiana Cedar Knoll Galleria Mall 448,515± Sq. Ft. Sold for 254% of $5,090,000.00 Ashland, KY Shopping Mall on Reserve Price 92.7± Acres Miami Arena 347,177± Sq. Ft. Sold for 125% of $28,144,445.50 Miami, FL Arena on 4.9± Acres Appraised Value in Downtown Miami Bankruptcy Auction 69 Upscale Hotel Sold for $183,000.00 $12,600,000.00 The Hotel Escalante Condominiums per Unit Naples, Florida Bankruptcy Auction 65 Room Oceanfront Sold Pre-Auction for $7,100,000.00 Bethel Beach Club Hotel / Timeshare 94.5% of Estimated Resort & Spa Resort Recovery Value Surfside (Miami Beach), FL Bankruptcy Auction 114 Room Hotel Sold Pre-Auction for $9,400,000.00 Fairfield Inn by Marriott and 154 Room Hotel with 94% of Appraised Value The Days Inn Restaurant & Lounge West Palm Beach, Florida Bankruptcy Auction 268 Room Sold Pre-Auction in 39 $14,250,000.00 The Cadillac Hotel & Resort Oceanfront Hotel Days for 95% of Miami Beach, Florida Appraised Value "Formerly Footec Industries, 150,000± Sq. Ft. Class Sold as 1 Unit of Sale $5,060,000.00 Inc." "A" Manufacturing / for 72% of Estimated Miami Lakes, Florida Distribution / Recovery Value Corporate Office Facility Bankruptcy Auction 123 Miami Beach More than 3,500 $24,108,000.00 Maison Paco Rabanne Condominiums Vistors through the Miami Beach, Florida Sales Center Bankruptcy Auction 90 Remaining More than $17,898,070.00 Seacoast Towers East Oceanfront $2,600,000.00 over Miami Beach, Florida Condominiums creditor's expected return

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Project & Location Description Results Price FDIC Fall Auctions Over 400 Residential, 386 @ 73% of A.V. $25,296,000.00 throughout 9 Northeastern Commercial, Land States and Multi-Family Properties FDIC New England Area Auctions 255 Residential 212 @ 74.8% of A.V. $8,066,410.00 Properties throughout New England RTC Auction 47 Commercial, 47 @ 92% of A.V. $6,723,500.00 Phoenix and Colorado Springs Residential & Land Properties FDIC Grand Finale 115 Commercial, 109 @ 106.8% of A.V. $30,000,000.00 Auctions / Florida Residential & Land Properties RTC / Bankruptcy Auction Crystal Springs Golf Single Asset for 102 % $10,500,000.00 Newark, New Jersey Course and of A.V. Residential Development FDIC / FDIC Servicers Auction 382 Land Properties 326 Properties $22,150,000.00 Northeast / New England in 8 New England States First Federal Savings Bank Over 35 Residential, 37 Properties $10,120,000.00 Isla Verde, Puerto Rico Commercial & Land Properties throughout Puerto Rico FDIC Auction 200 Land Parcels/ 200 Land Parcels/ $24,500,000.00 Houston, Dallas & Properties Properties Austin, Texas FDIC Auction 190 Residential, 190 Residential, $7,753,000.00 Houston, Texas Commercial and Commercial and Land Land Properties Properties FDIC Auction 56 Residential, 52 Residential, $5,500,500.00 Phoenix, Arizona Commercial and Commercial and Land Denver, Colorado Land Properties Properties FDIC 205 Single Family 205 Single Family $6,100,000.00 West Palm Beach Condominium Units Condominium Florida Units FDIC Auction 29 Commercial and 26 Commercial and $5,570,500.00 Florida Regional Land Properties Land Properties

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Project & Location Description Results Price FDIC Auction 10 Residential and 10 Residential and $6,568,000.00 Washington, DC Commercial Commercial Properties properties RTC Auction 97 Commercial and 97 Properties $18,600,000.00 "Pride of TX" Land properties Dallas, TX FDIC "Operation Cooperation" 185 Properties Over 90% of Properties $16,300,000.00 18 State Auction in 18 States Sold RTC Sealed Bid/Auction 319 Residential Entire Complex $8,300,000.00 Miami, Florida Apartments/ as One Parcel Townhome Units & Acreage RTC Auction 160 Residential, 158 Properties $14,600,000.00 Washington, D.C. Commercial & Land VA/MD/WV/DE Properties BANKRUPTCY 12 Commercial 12 Commercial $8,838,250.00 AUCTION Improved Improved Ft. Lauderdale, Florida Properties Properties RTC AUCTION 114 Commercial 114 Properties $30,629,500.00 Ft. Lauderdale & Orlando, Properties Florida throughout Florida FDIC AUCTION 59 Commercial 54 Properties $17,149,291.00 Florida Properties throughout Florida RTC AUCTION 8 Commercial 7 properties $5,375,000.00 Houston, TX Investment Properties RTC AUCTION 84 Commercial 84 Properties $19,800,000.00 Orlando, Florida Properties throughout Florida RTC AUCTION 118 Residential and 118 properties $19,317,100.00 Washington, DC Mixed properties Arlington, VA throughout Virginia, Baltimore, MD Maryland and D.C. BANKRUPTCY AUCTION 168 Unit Apartment One Unit of Sale $5,720,000.00 Des Moines, Iowa Building

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Project & Location Description Results Price FDIC/RTC Over 1800 1806 Properties $11,010,000.00 SWPI AUCTION TX Residential and Mixed Properties throughout TX RTC AUCTION Over 450 Residential 452 Properties $5,230,000.00 Denver, Colorado & Mixed Properties throughout Colorado

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VI. Pre and Post Aucon Arcles

ﬁsheraucon.com The Standard of Excellence Riviera Beach land auction open to all Jan. 25

By Kimberly Miller – Palm Beach Post Staff Writer

RIVIERA BEACH — The City of Riviera Beach will auction more than 50 properties next week to raise money for its general budget and clean up city eyesores.

The properties, which include boarded up single-family homes and vacant lots, have an assessed value of more than $583,655, according to the Palm Beach County Property Appraiser. Individually, the values range from $2,751 for a lot on West 29th Street to $52,540 for a 1,900-square-foot home with three bedrooms on West 30th Street.

This home at 1953 Gardenia Court has an assessed value of $33,000, according to the Palm Beach County Property Appraiser.

Pompano Beach-based Fisher Auction Co. will conduct the Jan. 25 sale. Com- pany President Lamar Fisher said the auction gives neighbors a chance to buy adjacent properties instead of selling everything wholesale to a corporate buyer.

“We’ve had people calling already,” said Fisher, who is also the mayor of the City of Pompano Beach. “We have one townhome that is in beautiful shape then some homes that will obviously need some work.”

Proceeds from the sale will go into the city’s general budget, said Riviera Beach Mayor Thomas Masters.

“It’s a wonderful thing to be able to sell the homes and hopefully get people who want to build houses on the vacant lots,” Masters said. “They’ll also get back on our tax rolls, which is income for the city.”

Although the sale will be Fisher Auction’s first municipal sale in Palm Beach County, the four-decade old company has handled auctions of municipal- owned property in the City of Miami, Miami Beach, Fort Lauderdale and in other states. In 2004, Fisher Auction Co. facilitated the $28 million sale of the Miami Arena to developer Glenn Straub, who owns the Palm Beach Polo & Country Club. Straub sold the property in 2012.

Auctions can yield lower sale prices because bidder participation is more limited than if something was listed on the MLS, said Jim Banford, chief executive of Real Estate Asset Disposition Corp., which has its main office in West Palm Beach.

But the advantage is a shortened sale timeline, Banford said. “Specific to the Riviera Beach sale, results will be known on auction day and presumably closings within 30 days after,” he said. Another benefit of having a private auction company handle the sale of city property is that it helps eliminate concerns over collusion or favoritism, Fisher said.

“It provides an arms-length transaction,” Fisher said. “It lets everyone compete on the same terms.”

The auction begins at 11 a.m. in the Newcomb Banquet Hall, 180 E. 13th Street. To participate, bidders must bring a deposit in the form of a cashier’s check for $1,000 for a vacant lot and $2,500 for a home. Telephone bids will be accepted. All properties are sold “as is, where is.” Featuring hand-painted murals, a swimming pool flecked with 24-karat gold and an opulent courtyard, the home at 1116 Ocean View Drive in Miami, Fla., once entertained some of the world’s biggest stars.

In September, the former Versace mansion, now known as Casa Casuarina, fetched $41.5 million in one of the most high-profile real estate auctions in history.

“This is an iconic, one-of-a-kind property,” said Lamar Fisher, president and CEO of Fisher Auction Company, which handled the Sept. 17 event. “It is breathtaking.” Billed by sellers as the “Auction of the Century,” the high profile sale helped boost visibility of real estate auctions as the housing market rebounds nationwide.

Industry professionals tout auctions as the most effective way to achieve the true market value of a property. Real estate owners, those same profession- Above: (left to right) Benny, Lamar and Paul Fisher celebrate als say, are increasingly seeing the benefits of auctions. the Casa Casuarina sale and there generations of Fishers in the auction industry. In the case of the Versace mansion, the sale received international coverage from sources including the New York Times, NBC’s “Today Show” and Bloomberg News.

The 10-bedroom home was owned and renovated by the late fashion designer Gianni Versace, who once hosted Madonna and Princess Diana, among many others.

Three bidders, including the Donald Trump family, competed in the auction. VM South Beach LLC, an investor group that includes the Nakash family, owner of Jordache Jeans, offered the winning bid. The Nakash family owns the Hotel Victor next door and said it plans to turn the Versace property into a hotel.

“We were extremely honored and privileged to offer this property via the auction process,” said Fisher, CAI, AARE. “It really spotlighted how real estate auctions can maximize the value of a property.”

The famous pool at Casa Casuarina (formerly known as the Versace mansion) is lined with 24k gold

WWW.AUCTIONEERS.ORG By Dick Hogan Two major Lee County School District buildings bought at auction

Two major Lee County School District buildings, auctioned off recently because they’re no longer needed, will soon have new owners.

The James A. Adams Building at 2055 Central Ave. on the edge of downtown Fort Myers, sold for $750,000 and the Weaver Hipps Complex at 2160 Alicia St. in central Fort Myers sold for $207,000, said Frank Land of Land Auction Service, who co-brokered the auction with Lamar Fisher of Fisher Auction Co.

The school board, as called for in the auction agreement, approved both sales. Names of the buyers were not available. By Josh Salman Auction of Punta Gorda campus "mega‐steal" at $3.52 million PUNTA GORDA ‐ It could have been its sheer size, or its indoor basketball court, or its view of Charlotte Harbor.

But, ultimately, it was likely the bargain‐basement price that led to a former school's sale at auction for $3.52 million Thursday.

One of the largest, vacant commercial properties in Southwest Florida, the former IMPAC University was snapped up by an uniden‐ tified investor.

The sale came after three years in which the property drew little interest on the open market.

The winning bid for the 52,000‐square‐foot property was half the amount it was last listed for, and even less than some swanky water‐ front homes have sold for in recent months.

"Somebody got a good deal," auctioneer Lamar Fisher said. "This is just a one‐of‐a‐kind property with multiple potentials."

Brokers attributed the modest purchase price to the lackluster commercial real estate market in Charlotte County, one that continues to sputter from an overabundance of distressed property that has dragged down values.

The sale, which is expected to close within 30 days, equates to about $68 per square foot. That is far less than it would cost to build a new structure of that kind, said Barry Seidel, president and founder of American Property Group of Sarasota Inc.

Six bidders registered to bid and paid the required $200,000 escrow deposit for a shot at the purchase. The opening bid was $1.8 million, the minimum sellers were willing to accept. But, ultimately, it was likely the bargain‐basement price that led to a former school's sale at auction for $3.52 million Thursday.

A Sheriff's deputy kept reporters and curious spectators away as the auction took place. Bidders had specifically requested me‐ dia be kept out, and information on the buyer's identity was withheld by Fisher Auction Co.

The former training ground for Integrated Control Systems Inc., known as IMPAC, sits on nearly four acres at 900 W. Marion Ave., in Punta Gorda. It was built for $6 million in 1994 by James B. Irwin, who used the complex as a training center for Inte‐ grated Control employees. He later transformed the property into a graduate business school.

IMPAC's three buildings contain a gym that could rival many private fitness clubs; indoor basketball and racquetball courts; and a weight‐lifting room. The campus also has a 242‐seat auditorium, a lavish meeting room once used by IMPAC's board of direc‐ tors and a slew of classrooms and offices with oak furnishings and leather chairs.

On Thursday, an IMPAC University banner still hung in the lobby, along with a plaque on a wall that read "Experts in Productiv‐ ity." During its three years on the market, the only serious interest came from Charlotte County officials, who discussed buying the property as a business incubator for entrepreneurs.

The property, last valued by the county at $4.5 million, will likely be repurposed into apartments, a vacation resort or mega‐ church facility, brokers predict.

"It's a good value if you have a use for it," said Stan Rutstein, a commercial broker with the Re/Max Alliance Group. "It's not a good value if you have to carry it. It needs to be an end‐user with a definite plan for the property." By Miriam Valverde

Shooters and Bootlegger remain open, look ahead

Despite having filed for bankruptcy and being auctioned off, Fort Lauderdale's popular Shooters and Bootlegger restaurants haven't closed their doors. Although the decades-old establishments await a new owner, the staff remains optimistic about what lies ahead.

"I would like to see a remake, a remodel, but I want to see someone who knows what they're doing," said Eric Henry, general manager of Shooters Waterfront Café USA and Bootlegger Tiki Bar.

During a Dec. 5 auction, FirstBank of Puerto Rico, the secured lender, placed the highest bid for the properties, said Lamar Fisher, president and CEO of Fisher Auction Company. The bank's $5.3 million offer was the highest from among six registered bidders, he said.

"FirstBank of Puerto Rico, doing business as FirstBank of Florida, essentially got the property back from bankruptcy court and the trustee," said Lauren Davila, controller of Shooters and Bootlegger. "They're still accepting offers at this point, so the property is still technically up for sale," she said. The waterfront properties will be listed with a real estate broker and have not stopped operating throughout this process, Davila said.

The former owner of Shooters and Bootlegger, John Wile, filed for bankruptcy in March, and in July the properties were converted into operating Chapter 7, meaning that they were allowed to stay open "because the property is still worth something and the business is still worth something," she said.

Davila said she believes that whoever buys the property will want to continue to operate the bar and restaurant rather than turn them into a different use. The businesses employ about 75 people, she said. As of Monday, the property was still in bankruptcy, a status that is expected to change as soon as the bank closes on the deal, Fisher said.

"Shooters is what put Fort Lauderdale on the map 30 years ago," said Davila.

The businesses are a popular spot for locals, those on spring break and football enthusiasts, she said. For at least 15 years, Shooters has been celebrating the "Buffalo Bills Invasion," a day when many football fans from Buffalo, N.Y., come down to South Florida to watch their team play against the Miami Dolphins, Davila said.

As Shooters and Bootlegger stand by for a "face lift," they'll continue to offer drink specials and quality food, she said.

"We are still open; Bootlegger is still going," Davila said. "We're still doing our pool party; we'll still be hosting bikini contests."

By Paul Brinkman

Shooters Waterfront Café to be sold at auction

Shooters Waterfront Café, a popular location on the Intracoastal Waterway, is being sold in a Chapter 7 bankruptcy auction on Dec. 5.

The café has been in bankruptcy since April, when two associated companies and their owner, John Wile, all filed for Chapter 11 in an attempt to reorganize debts.

However, the case was converted to a Chapter 7 liqui‐ dation in July when the major lender, FirstBank, said the property was totally underwater and the business could not hope to pay off the remaining loan.

According to a motion filed by the bank, Firstbank obtained a judgement in a foreclosure dated April 12 in the amount of $11.75 million. The bank’s appraisal said the property was valued at $9.2 million. Shooter’s itself listed the property as valued at $6.1 million and had no equity.

Fisher Auction Company will handle the sale.

Shooters opened in 1982. During good times, parking at the docks would be three boats deep.

"Whether or not Shooters continues as a restaurant is up to those who will seek to purchase it at auction," auc‐ tioneer Lamar Fisher said. "This restaurant facility could go in a number of different directions based on what exactly the successful bidder plans to do, including using the property for multi‐family homes."

Shooters is situated just south of Oakland Park Boulevard.

The auction will be 11 a.m. on Thursday, Dec. 5, at Shooters, 3003‐3033 N.E. 32nd St. in Fort Lauderdale.

Click here for more information from Fisher Auction. Warren Sapp’s Windermere mansion up for auction

If the price is right, you could be the new owner of an Orlando‐area mansion belonging to former NFL defensive star and Super Bowl champion Warren Sapp.

Sapp filed for Chapter 7 bankruptcy in South Florida earlier this year. A court has appointed Fisher Auction Company to handle the sale of Sapp's multi‐million dollar Reserve at Lake Butler Sound home in Win‐ dermere.

Built in 2005 for nearly $7 million, the 15,000 square‐foot, custom‐designed Tuscan mansion, which was built in 2005 for nearly $7 million, includes 10,100 square‐feet of living space and features four large bedrooms, a wine cellar, movie theater, a custom resort‐style swimming pool complete with waterslide and lazy river, 500 feet of combined frontage, with dock, on Lake Butler and an array of upgrades and extras.

Lake Butler Sound, one of the most exclusive communities in Central Florida, is home to high‐ profile celebrities, professional athletes and business executives. The home is located at 11049 Bridge House Road, Windermere, FL 34786.

The auction will be held Thursday, Nov. 1 at 11 a.m. at the Orlando Airport Marriott, 7499 Augusta National Drive, Orlando, 32822. Registration will begin at 9 a.m. Bidders must be pre‐ qualified. For more information visit www.fisherauction.com.

Sapp, a former defensive tackle for the Tampa Bay Buccaneers and the Oakland Raiders during his 13‐year NFL career, was also once a contestant on ABC's "Dancing with the Stars."

Bidding war survivor wins island in Fort Myers for $258,500 By LAURA LAYDEN FORT MYERS, FL — A bidding war sent an auction for a private island in Fort Myers into overtime.

In the end, the 1.4‐acre island sold for $258,500 to a buyer who wanted to remain anonymous. The online auction started early Monday and was slated to end at 2 p.m. Thursday. It lasted an extra 30 minutes, with two bidders going head‐to‐head until one finally bowed out. "It went into overtime until nobody bid within five minutes. And then it was over," said Lamar Fisher, president and CEO of Fisher Auction Co., which handled the sale. Fisher said he couldn't disclose any information on the winning bidder, who doesn't want publicity.

It was an absolute auction, meaning there was no reserve, or minimum price, set for the property, which is undeveloped. Bidders had to put up $50,000 to participate in the auction; the amount is refundable to those who didn't win.

A 1.4‐acre island on the Caloosahatchee River The auction generated national and even international attention. Ahead of the auction, articles ran in Lee County sold for about a quarter of a in newspapers such as the New York Daily News and the London Times and the story was picked up million dollars at an auction on Thursday. nationally by ABC News, which helped generate interest from buyers.

There were 10 qualified bidders, from as far away as California and the British Virgin Islands. Others were from Florida, New York, Penn‐ sylvania and New Jersey.

After the deal closes in about 30 days, the name of the buyer will become public in Lee County property records.

"We were very happy with the overall results and the bidder was very pleased with the property they got," said Ryan Julison, a spokesman for Fisher Auction Co.

Having an island go to auction is rare. It was even rarer for it to be an absolute auction, Fisher said.

The island on the Caloosahatchee River can only be reached by boat. It was taken back by the lender, Pan American Fund LLC in Fort Lauderdale, after it filed an action to foreclose on a mortgage on the property in 2007.Former owners Arthur Paul and Pearl Hoffman, who have a home in Cape Coral, turned over the deed to the lender to avoid foreclosure in April 2008, court records show. He hoped to build a single‐family estate or bed‐and‐breakfast there, but ran into financial trouble after several banks reneged on their loan prom‐ ises, triggering lawsuits.

Ahead of the auction, potential bidders showed interest in developing a corporate retreat, a bed‐and‐breakfast or a fishing camp on the island. "I think it's a good deal for the person that bought it," Hoffman said.

The sales price includes commissions for the auctioneer and the cooperating brokers.

"It really went global," Fisher said. Golden Beach oceanfront estates to hit auction block South Florida Business Journal by Jeff Zbar

If you want an ocean‐ front home – or two – on Miami‐Dade County’s Golden Beach, a pair of retired cardi‐ ologists has just the estates. Just be pre‐ pared for a nontradi‐ tional buying experi‐ ence.

The homes, at 401 Ocean Blvd. and 229 Ocean Blvd., will be center stage on Nov. 11 as part of an “absolute auction.”

They’ll be sold “as is, where is, no contingencies,” said Lamar Fisher, president and CEO of Pompano Beach‐ based Fisher Auction Company. Prospective, prequalified bidders must bring $500,000 for an escrow holding, and can order their own inspections, he said.

Bidders can bid in person, online or by phone. Winners must pay 10 percent of the purchase price, Fisher said. Closing must come in 30 days.

Apparently, unique homes require a unique selling process. The home at 401 Ocean Blvd., owned by Steve Fox and listed for more than two years at $12.9 million, has 125 feet of ocean frontage. It measures eight‐tenths of an acre. Its property line stretches 280 feet deep to the high‐tide line. (Golden Beach is a rare municipality whose oceanfront property owners own land to the high‐tide line.) It has four bedrooms, four ofull and tw half bathrooms, three fireplaces, tile throughout and blue granite countertops. It also has a full‐home generator.

Bob Fox’s home, at 229 Ocean Blvd., was designed by renowned Miami Beach architect Carlos B. Schoeppl. The property has 100 feet of ocean frontage on a seven‐tenths‐acre lot stretching 292 feed to the high‐tide line. It has six bedrooms, six full and two half bathrooms, and a separate guesthouse. The courtyard features a loggia that connects the guesthouse and main entrance. It had been listed at $11.5 million.

The property will sell to the highest bidder – with no reserves and no minimums, Fisher said. “It goes from zero on up.”

2 Florida Mansions put on auction

After languishing on the market for years, 2 multimillion dollar homes are up for sale

By Adam Beasley, Miami Herald

Cardiologists and brothers Steven and Robert Fox moved from Philadelphia to Florida to set up practice, and in 1990 they bought matching homes in Golden Beach, the exclusive oceanfront enclave near Miami.

Now retired and empty‐nesters, it's time to sell. Like most everything else, they're doing it together.

But instead of brokering traditional sales through a real estate agent, the Foxes have decided to auction off their multimillion‐dollar man‐ sions.

Their sand‐dune palaces are not distressed properties at risk of fore‐ closure. No, Steve and Bobby Fox simply got tired of waiting after their homes languished on the market for years and decided to force the issue.

And so on Nov. 10, the bargain‐hunting ultra‐rich can gather in Steve's Ocean Boulevard estate home for what could be the most lucrative voluntary property auction in South Florida history. "In these economic times, everybody is counting their money; everybody has less," said Steve Fox, 64. "But we felt the best way to get the most flies on the wall is an absolute auction."

Lamar Fisher, whose Pompano Beach, Fla.‐based company is handling the auction and will rake in a 10 per‐ cent premium, payable by the buyers, said more than 100 deep‐pocketed prospectors from at least seven countries have expressed interest. He expects about 20 registered bidders to participate in the auction, in person or online.

They'll need to make a serious commitment just to get in the door. A refundable deposit of $500,000 is re‐ quired merely for the right to bid on one of the houses. Those interested in both homes will need to deposit $1 million.

The winning bidder's deposit will then be applied to the 10 percent cash down payment required to buy. From there, things move quickly. Closing is within 30 days, a relief to the Fox brothers and their wives.

"I'm ready to downsize," said Helene Fox, married to Bobby. "It's been 21 years, we've raised our children, but we're ready for a simpler existence."

But with speed comes risk.

When listed traditionally, both four‐bedroom, 6,000‐square‐foot homes had asking prices topping $11 mil‐ lion. On auction day, they will have no choice but to accept the winning bids, no matter how low.

"In the last five years, the high‐end market is down, but not as much as the rest eof th market," said Fisher, perched in Steve's living room Wednesday. "The wealthiest are still willing to spend.” Osorio’s Star Island estate sells for $12.7 million at bankruptcy auction BY JAY WEAVER [email protected]

The one‐acre Star Island estate of embattled business‐ man Claudio Osorio sold for $12.7 million at auction, but his bankruptcy case is still not over. The Star Island estate of embattled businessman Clau‐ dio Osorio sold for $12.7 million, but the buyer might remain a mystery for a while.

The top bidder on Osorio’s nine‐bedroom home with infinity pool on an acre lot — sold at a bankruptcy auc‐ tion — was not disclosed in court Friday. The parties agreed to keep his name a secret at the re‐ quest of the buyer, a wealthy Miami‐Dade business‐ man. The starting price for the waterfront property was $10.5 million, with representatives of two qualified buyers bidding at $100,000 increments during Thursday’s auction.

The local businessman won with a top bid of $12 million, plus a 6 percent commission of $720,000, which will be divided among the auctioneer, Lamar Fisher, broker Coldwell Banker and Osorio’s creditors. The second bidder, who also was not identified, gave up at $11.9 million.

“The auction went perfectly,” said attorney Geoffrey Aaronson, who is representing Claudio and his wife, Amarilis, in their personal bankruptcy case. “Maybe we should do all of the auctions by the pool on Star Island,” quipped U.S. Bankruptcy Judge Robert A. Mark, who approved the sale, which formally closes Nov. 22.

For Osorio, 52, the Star Island sale was a significant development in a contentious bankruptcy case. The judge must still decide whether to approve a reorganization plan for his recently failed business venture, InnoVida Holdings, a manufacturer of composite fiber panels for housing in Haiti and other countries.

For now, the sale of the heavily mortgaged Star Island property — along with Osorio’s Colorado ski cabin and Swiss resort condo — will likely generate millions of dollars for banks and other lenders. Osorio will be al‐ lowed to keep a portion of the Star Island profits, at least $500,000. There also will likely be a few million dollars left over to pay angry investors in Osorio’s moribund business, including NBA star Carlos Boozer and Miami‐Dade businessman Chris Korge.

Under a new bankruptcy reorganization plan, Osorio would be allowed to restart InnoVida under a new name, SPV. Osorio has promised to repay creditors demanding a total of $50 million, but some investors say his plan is absurd.

Claudio Osorio’s Mansion Won with$13 Million Bid

Claudio Osorio’s Star Island mansion is going once, going twice and sold for nearly $13 million

The 15 Star Island Drive residence was auctioned off Thursday as part of the Miami Beach entrepreneur’s personal and business bankruptcy cases. The winning bid amount was between $12.6 million and $12.7 million, according to sources who attended the auction. The sources declined to name the winning bidder, whose identity is expected to be revealed during a hearing today to ratify the sale. The winner has 15 days after U.S. Bankruptcy Judge Robert A. Mark approves the sale to close on the nine-bedroom, nine-bathroom mansion. Fisher Auction of Pompano Beach coordinated the auction, which was closed to the media and public. “It was a successful sale and we are looking forward to ratification by the court,” said Lamar Fisher, the auction company’s president and chief executive. Fisher declined to discuss details of the auction. Potential bidders had to pre-qualify by submitting a $500,000 deposit. They also had to show they could cover a $10.5 million starting bid and a 6 percent buyer’s premium. At least two-thirds of the auction proceeds are to be distributed to Oso- rio’s creditors. The rest will go to Osorio and his wife, Amarilis, if they comply with an already agreed-upon reorganization plan. They are to use the money to acquire another home. Denver oil executive Thomas H. Morgan previously had a contract to buy the mansion for $10 million. He declined a chance to act as a stalking-horse bidder in the auction. The Osorios filed for Chapter 11 bankruptcy protection in March. The filing came after Miami-Dade Circuit Judge Valerie Manno-Schurr awarded developer and former lobbyist Chris Korge a $4 million judgment against the Osorios. Korge had sued the couple and InnoVida Holdings to recover money he invested in the firm beginning in 2008. Osorio was chief executive officer of InnoVida, which promised to build thousands of homes in earthquake- ravaged Haiti. They were never constructed. He founded the company, a manufacturer of fiber-composite panels used in home construction, in 2007. The Osorios in September reached a deal with their creditors and Chapter 11 trustee Mark Meland on a reorganization plan for InnoVida. If the plan is carried out, Osorio would form a new manufacturing company called SPV and reimburse all approved creditors within 5½ years.

Bulk condo sale gets nearly $26 million

Fisher Auction Co., Inc., Pompano Beach, Fla., and Cushman & Wakefield in March completed a bulk sale auction of 165 new condominium units within The Vue at Lake Eola, in downtown Orlando, Fla.

The portfolio, along with 8,000 square feet of retail space, sold at an auction ordered by a bankruptcy court decision for $25.9 million, pending court approval. The property contains a total of 375 units.

“The Vue at Lake Eola was a prize piece of real estate,” said Lamar Fisher, CAI, AARE, president and chief executive of Fisher Auction Co., Inc. “Bidders had to submit a signed non- contingency contract of no less than $20 million just to be qualified to participate in the live auction. Our combined marketing efforts resulted in nine qualified bidders in the live auction and we were thrilled with the results.”

WWW.AUCTIONEERS.ORG

THE NEWS-PRESS FRIDAY, May 17, 2009 | PUBLISHED SINCE 1884

Bargain hunters picked up riverfront condos for as little as $145,000 Saturday during an auction of 62 units at the 27-story Riviera towers.

More than 400 people streamed into Harborside Event Center for the auction. The ones who planned to bid carried a $10,000 check for each unit they hoped to win, needed to qualify as bidder.

Homes for America Inc. held the auction at the request of lenders, to stimulate sales at the Riviera, a three-tower project east of the Caloosahatchee Bridge. Previous sales at the Riviera sold 94 of its 160 units. Prices ranged from $179,000 to $325,000. Units originally sold for $450,000 to $600,000.

Jack and Rise' Gian of the River Forest community in Lee County came to bid for a unit. "We would be investors," Jack Gian said. They expected the cost of a unit to exceed their bid. "The maintenance fees, taxes and holding costs are going to be the downside," Jack Gian said. “The Riviera” Getting tenants into the Riviera will help downtown Fort Myers, where officials have done a "beautiful job" of making improvements, Jack Gian said.

The auction was one of the largest of its kind in Lee County since January 2007, when more than 300 packed into what was then the Holiday Inn Select at the Bell Tower to bid on 120 homes and commercial property.

Property values, which rose sharply in 2005, have slowed dramatically since. According to the National Association of Real- tors, the median sales price of an existing home in the first quarter this year was $87,300, down 59 percent from $213,200 in the first quarter of 2008.

The median condo price also fell to $147,000 at around the start of the year, down 24 percent from December 2007.

Lamar Fisher, president and CEO of Fisher Auction Co., Inc. told those at Harborside they had to be the highest bidder in each round of bidding to get a unit. The auction started shortly after 11 a.m. with people seated in a room in front of two big screens. A slide show of the Rivi- era flashed on the screens. Later, one screen showed bids called in from as far away as Sin- gapore. The other showed the list of units still available.

The first round was won with a bid of $250,000. But bids went down from there until they reached the $140,000 range more than halfway through the event.

Ken and Isa Joseph of Plantation were successful and selected a condo on the 20th floor. They declined to be specific about their bid, but said it was within their budget. "Right now it's going to be a weekend kind of place," Isa Joseph said. "Eventually we might move here." The couple have family in Southwest Florida and enjoy the smaller population of the area compared with their east coast home, they said.

Not all were at the auction to bid.

"This is one of the greatest marketing tools Realtors have if they would use it," said Anthony House of Keller Williams Real Es- tate in West Palm Beach. "People who come to these auctions come with a check in hand."

House said he often attends auctions, which are becoming more frequent, to see what happens and how successful they are so he can better advise his own clients Success shocked real estate agents Online real estate auction nets $60 million in new trend

When the city of North Port FL decided recently to sell 1,900 tax delinquent lots in a “government auction,” it took proposals from 17 Auctioneers to conduct the event, but a crucial factor that led to winning the contract was from a company that said its main component would be to first try selling the lots on the Internet. That was what Terry Gilbert, project manager for the city, was looking for. “The city wanted to involve lots of people and expand the market beyond the state,” he said. “And that’s what this company helped us do.” Fisher Auction Company of Pompano Beach, FL got the contract and opened an office in North Port, but it immediately began plans to sell the lots first on the Internet only. Then, if needed, a traditional onsite auction would be held. But, the online sale earned this joint venture between North Port and Sarasota County $60 million, whereas earlier the community considered selling the whole bundle by private treaty sale offer of just $12 M. The sale shows the success of the auction method and the new trend of online auctions conducted by professional Auctioneers without having an onsite auction, when it is deemed appropriate for the property. “I never imagined we would nor need the onsite auction,” said Louis Fisher 111, CAI, Chief Executive Officer of the company. “I thought we would sell some lots online and then some in a traditional auction onsite, but the online has been highly successful.” Real estate agents were shocked also. Agent Shannon Moore, an agent for Prudential Village Realty, said in a story in the Herald Tribune newspaper that many of her clients were waiting for the live auction of the lots, where they expected to pay lower prices. “I am shocked,” she said about the success of the online auction. Other agents confirmed there was little difference between the auction price and expected market price. Some lots were in remote areas without sewer or services, but the land market within North Port is so hot that the lots went for as much as $76,000 for a quarter acre. The Fisher company marketed strongly to interested investors in Florida and outside (bids came from 32 states), then held the auction over several days on their own website. But, the method used was not a standard eBay style of 11th hour bidding frenzy that continues until a final second. In the Fisher auction, there was no ‘sniping” to get in a high bid. When a high bid was received, the time was extended to allow response bids until there were no more. This enabled the seller to feel that the truly highest bid was received. The idea to go after the North Port lot auction was a brainchild of Lamar Fisher, son of Benny. About three years ago at an NAA event, he partnered with Lonnie Buchner as they discussed ways to seek this auction. “We would not have gotten the auction if I had not been an NAA member,” Lamar Fisher, CAI, AARE said. Benny Fisher, CAI, founder and chairman of the board of Fisher Auction Co., has been actively involved as an industry leader with NAA since 1972 and has served on its board of directors. He is also an NAA Hall of Fame member. Two years ago, 1900 lots of tax delinquent land were available from the city of North Port, FL for $1,000 a piece. But they were not selling. Fisher put together the auction idea and the result was that the lots sold for an average of $32,000 each with the most expensive lot being sold for just under $80,000. In the recent past these lots may have been sold only by traditional real estates listing or by traditional auction alone, but North Port-area officials wanted to use the Internet, gaining a wide audience with strong marketing. In the first round of Internet auctions by Fisher, 1,058 lots were offered, and 981 sold. The remaining 77 went into the second auction of 504 lots, of which 25 did not sell. A third round had 450 lots, of which only 5 did not sell. A Fourth round was scheduled because the method has been so successful. The North Port officials were selling with a reserve on every piece and have been pleased with the results. “The way things are going, all of the lots may sell out completely”, said County Manager of Policies and Projects Terry Gilbert in an interview with the Sun and Weekly Herald. According to County Commissioner Joe Thaxton, the lots were put on the tax delinquent rolls between 1999 and 2004. At one point, developers offered Sarasota county $12 million the lots. The county was heavily criti- cized by residents, government officials and local media for not taking the offer at the time. Rather than selling the entirety to a single developer, the county commission’s decided to give community members and regular citizens the opportunity to purchases a lot during the online auction. While the net proceeds of the online auction will be split between Sarasota County (45%) and the city of North Port (55%), the lots are also expected to generate an additional yearly property tax revenue of approximately $235,000 for the county, $281,000 for North Port and $452,000 for the school district. Fifty of the original lots were set aside from the auction for future use by the school district.

The Standard of Excellence

VII. Sample Internet and Tradional Media Plaorms

ﬁsheraucon.com The Standard of Excellence The Standard of Excellence www.fisherauction.com The Standard of Excellence www.fisherauction.com The Standard of Excellence

VIII. Sample Brochures

fisheraucon.com The Standard of Excellence fisheraucon.com The Standard of Excellence fisheraucon.com The Standard of Excellence fisheraucon.com The Standard of Excellence

Tab 7

Tab 8

AMENDED AND RESTATED AGREEMENT BETWEEN THE HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT AND VILLAGE ENVIRONMENTAL SERVICES REGARDING THE PROVISION OF LANDSCAPE MAINTENANCE SERVICES

This Agreement ("Agreement") is made and entered into this _th day of ____, 201_, by and between:

Heritage Plantation Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, comprised primarily of the Heritage Plantation subdivision (“Heritage Plantation”) and being situated in Okaloosa County, Florida, and whose mailing address is 3434 Colwell Avenue, Suite 200, Tampa, Florida 33614 (the “District”); and

Southeastern Consulting & Development Company, Inc., a Florida corporation and Debtor-in-Possession (U.S. Bankruptcy Court, Northern District of Florida, Case No. 11- 40398) (“SCDC”, or the “Declarant”), is the developer of Heritage Plantation, a subdivision recorded in the Public Records of Okaloosa County, and the declarant of the Association, as herein defined. SCDC’s mailing address is 6615 W. Boynton Beach Blvd., Suite 396, Boynton Beach, FL 33437; and

Heritage Plantation Homeowners’ Association, Inc., a Florida not for profit corporation organized by the Declarant to own, manage, and maintain the common areas of Heritage Plantation (the “Association”) and whose mailing address is 6615 W. Boynton Beach Blvd., Suite 396, Boynton Beach, FL 33437; and

Village Environmental Services, whose address is 6530 Torrey Pines Trace, Laurel Hill, Florida 32567 (hereinafter “Contractor”).

The District, SCDC, the Association and Contractor are each individually sometimes referred to herein as a “Party” and are collectively hereafter referred to as the “Parties”.

The District, SCDC and the Association are each individually sometimes referred to herein as an “Owner” and are collectively hereafter referred to as the “Owners”.

RECITALS

WHEREAS, the District was established by ordinance of Okaloosa County, Florida, for the purpose of financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating, and maintaining systems and facilities for certain infrastructure improvements; and

WHEREAS, with an effective date of August 15, 2013, the District and SCDC entered into that certain Budget Funding Agreement, a true and correct copy of which is attached hereto and made a part hereof as Exhibit “A”; and

WHEREAS, with an effective date of August 28, 2013, the District and Association entered into that certain cost sharing agreement, a true and correct copy of which is attached hereto and made a part hereof as Exhibit “B”; and WHEREAS, on ______th, 201_, SCDC acquired from Highland Land Company, LLC. (“Highland”) eight (8) lots of the Heritage Plantation subdivision located in the District, as more particularly set forth in Exhibit “C” attached hereto and made a part hereof (the “Highland HP Lots”); and

WHEREAS, on ______th, 201_, SCDC acquired from Phoenix Realty Partners, Inc. (“Highland”) five (5) lots of the Heritage Plantation subdivision located in the District, as more particularly set forth in Exhibit “D” attached hereto and made a part hereof (the “Phoenix HP Lots”); and

WHEREAS, the Highland HP Lots and the Phoenix HP Lots are collectively hereafter referred to as the “HP Lots”; and

WHEREAS, on ______th, 201_, the District acquired the HP Lots from SCDC; and

WHEREAS, the District, the Association and SCDC wish for the Contractor to provide landscape maintenance services for the lands and properties owned by the Owners (the “Services”) and the Contract wishes to provide landscape maintenance services for the lands and properties owned by the Owners, such lands and properties more fully described and depicted in Exhibit “E” attached hereto and made a part hereof; and

WHEREAS, the Owners have designated Rizzetta & Co., Manager of the District (the “District’s Manager”), as the agent of the Owners in connection with any and all matters related to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, it is agreed that the Contractor is hereby retained, authorized, and instructed by the District to perform in accordance with the following covenants and conditions, which both the District and the Contractor have agreed upon:

1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Agreement.

2. DESCRIPTION OF WORK AND SERVICES.

A. The Owners desire that the Contractor provide professional landscape maintenance services within presently accepted standards. Upon all parties signing this Agreement, the Contractor shall provide the Owners with the specific services identified in this Agreement.

B. While providing the services identified in this Agreement, the Contractor shall assign such staff as may be required, and such staff shall be responsible for coordinating, expediting, and controlling all aspects to assure completion of the services.

C. The Contractor shall provide the specific professional services as shown in Paragraph Three (3) of this Agreement.

2 3. SCOPE OF LANDSCAPE MAINTENANCE SERVICES. The duties, obligations, and responsibilities of the Contractor are those described in the scope of services attached hereto as Exhibit “F” and incorporated herein by reference (the “Services”). Contractor shall solely be responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District. The Contractor may perform additional services upon the written request of the District's Manager consistent with Paragraph 5C of this Agreement.

4. MANNER OF CONTRACTOR'S PERFORMANCE. The Contractor agrees, as an independent contractor, to undertake work and/or perform such services as specified in this Agreement or any addendum executed by the Parties or in any authorized written work order by the District’s Manager issued in connection with this Agreement and accepted by the Contractor. All work shall be performed in a neat and professional manner reasonably acceptable to the District’s Manager and shall be in accordance with industry standards. The performance of all services by the Contractor under this Agreement and related to this Agreement shall conform to any written instructions issued by the District’s Manager.

A. Should any work and/or services be required which are not specified in this Agreement or any addenda, but which are nevertheless necessary for the proper provision of services to the Owners, such work or services shall be fully performed by the Contractor as if described and delineated in this Agreement.

B. The Contractor agrees that the Owners shall not be liable for the payment of any work or services unless the District’s Manager, authorizes the Contractor, in writing, to perform such work.

C. The District’s Manager shall designate in writing a person to act as the Owners’ representative with respect to the services to be performed under this Agreement. The Owners’ representative shall have complete authority to transmit instructions, receive information, interpret and define the Owners’ policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Contractor's services.

(1) The Owners hereby designates the District Manager, Rizzetta & Company, Inc., to act as its representative (“Rizzetta”, or the “Representative”).

(2) The Contractor agrees to meet with the Representative upon request to walk the property to discuss conditions, schedules, and items of concern regarding this Agreement.

D. In the event that time is lost due to heavy rains ("Rain Days"), the Contractor agrees to reschedule its employees and divide their time accordingly to complete all scheduled services during the same week as any Rain Days. The Contractor shall provide services on Saturdays if needed to make up Rain Days, but shall not provide services on Sundays.

3 E. Contractor shall use all due care to protect the property of the Owners, its residents, and landowners from damage. Contractor agrees to repair any damage resulting from Contractor's activities and work within twenty-four (24) hours.

5. COMPENSATION; TERM; MANNER OF PAYMENT.

A. As compensation for services described in this Agreement, the District agrees to pay Contractor _____ Thousand ______Hundred and ______Dollars ($______.00) for the months of July, August, September, December, March, April, May and June and _____ Thousand ______Hundred and ______Dollars ($______.00) for the months of October, November, January and February, as more fully set forth in Exhibit F, unless terminated earlier in accordance with Section 13 below or renewed in accordance with Section 5B below.

B. This initial term of this Agreement shall be from ______1, 201_, until ______1, 201_. This Agreement may be renewed in the sole discretion of the Owners for two (2) additional one (1)-year terms at the prices provided in Exhibit F. Such renewals shall be contingent upon satisfactory performance evaluations by the Representative and subject to the availability of funds. Should the Owners desire to renew this Agreement, the Representative shall so notify Contractor in writing within thirty (30) days of the expiration of this Agreement.

C. If an Owner, or the Owners, should desire additional work or services, or to add additional lands to be maintained, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the Parties shall agree in writing to an addendum, addenda, or change order to this Agreement. The Contractor shall be compensated for such agreed additional work or services based upon a payment amount and pursuant to the same manner and method of payment as set forth in Section 5F or otherwise as acceptable to the Parties and agreed to in writing. No additional services shall be provided by the Contractor unless done at the direction of the Representative.

D. The Owners may require, as a condition precedent to making or crediting any payment to the Contractor that all subcontractors, material men, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the Owners by those subcontractors, material men, suppliers or laborers, and further require that the Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the Owners shall have the right to require, as a condition precedent to making any payment, evidence from the Contractor, in a form satisfactory to the Representative, that any indebtedness of the Contractor, as to services to the Owner, has been paid

4 and that the Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workmen's Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

E. The Contractor shall maintain records conforming to usual accounting practices. Further, the Contractor agrees to render monthly invoices to the Representative on behalf of the Owners, in writing, which shall be delivered or mailed to the Representative by the fifth (5th) day of the next succeeding month. These monthly invoices are due and payable within forty-five (45) days of receipt by the Representative. Each monthly invoice will include such supporting information as the Representative may reasonably require the Contractor to provide.

F. As payment for the Services, the Contractor agrees to accept in lieu of cash compensation, the HP Lots (the “Contractor Payment”). Expressly and limited to the purpose of valuation for payment, the HP Lots are valued at $______per lot, with an aggregate value of $______.00. After deducting for property taxes in the amount of $______, Association Assessments in the amount of $______and CDD Assessments in the amount of $______, all as more fully set forth on Exhibits C and D, the HP Lots have a net value for purposes of establishing a credit in connection with the Contractor Payment in the amount of $______.00.

(1) The Representative shall maintain records conforming to usual practices for purposes of accounting for the credit balance available to the Owners for payment of the Services. Further, the Representative agrees to render a monthly statement to the Contractor setting forth the credit balance, in writing, which shall be delivered or mailed to the Contractor by the fifth (5th) day of the next succeeding month. Each monthly statement will include such supporting information as the Contractor may reasonably require the Representative to provide.

(2) The District shall record a mortgage on the HP Lots in a form acceptable to the Parties, such mortgage to be released according to the schedule attached hereto and made a part hereof as Exhibit “G”.

6. INSURANCE.

A. The Contractor shall maintain throughout the term of this Agreement the following insurance:

(1) Worker's Compensation Insurance in accordance with the laws of

5 the State of Florida.

(2) Commercial General Liability Insurance covering the Contractor's legal liability for bodily injuries, with limits of not less than $1,000,000 combined single limit bodily injury and property damage liability, and covering at least the following hazards:

(i) Independent Contractors Coverage for bodily injury and property damage in connection with subcontractors' operation.

(3) Employer's Liability Coverage with limits of at least $1,000,000 (one million dollars) per accident or disease..

(4) Automobile Liability Insurance for bodily injuries in limits of not less than $1,000,000 combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Contractor of any owned, non-owned, or hired automobiles, trailers, or other equipment required to be licensed.

B. Each Owner and their respective staff, consultants and/or supervisors shall be named as an additional insured. The Contractor shall furnish the Owners with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the Owners unless it provides that any change or termination within the policy periods of the insurance coverages, as certified, shall not be effective within thirty (30) days of prior written notice to the Owners. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida, and such carrier shall have a Best's Insurance Reports rating of at least A-VII.

C. If the Contractor fails to have secured and maintained the required insurance, the Representative has the right (without any obligation to do so, however), to secure such required insurance in which event, the Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the Representative's obtaining the required insurance.

7. INDEMNIFICATION.

A. Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

6 B. Contractor agrees to defend, indemnify, and hold harmless the Owners and their respective officers, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or of any nature, arising out of, or in connection with, the work to be performed by Contractor, including litigation or any appellate proceedings with respect thereto. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the Owners’ limitations on liability contained in section 768.28, Florida Statutes, or other law.

8. COMPLIANCE WITH GOVERNMENTAL REGULATION. The Contractor shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances. If the Contractor fails to notify the Representative in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of the Contractor or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation or an alleged violation, the Owners may terminate this Agreement, such termination to be effective upon the giving of notice of termination.

9. LIENS AND CLAIMS. The Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Contractor shall keep the Owners’ property free from any materialmen's or mechanic's liens and claims or notices in respect to such liens and claims, which arise by reason of the Contractor's performance under this Agreement, and the Contractor shall immediately discharge any such claim or lien. In the event that the Contractor does not pay or satisfy such claim or lien within three (3) business days after the filing of notice thereof, the Owners, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving notice of termination.

10. DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The Owners shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the Owners’ right to protect its rights from interference by a third party to this Agreement.

11. CUSTOM AND USAGE. It is hereby agreed, any law, custom, or usage to the contrary notwithstanding, that the Owners shall have the right at all times to enforce the conditions and agreements contained in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the Owners in refraining from so doing; and further, that the failure of the Owners at any time or times to strictly enforce its

7 rights under this Agreement shall not be construed as having created a custom in any way or manner contrary to the specific conditions and agreements of this Agreement, or as having in any way modified or waived the same.

12. SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement, except as expressly limited in this Agreement.

13. TERMINATION. The Contractor may terminate this Agreement with or without cause by providing sixty (60) days written notice of termination to the Representative; provided, however, that the Representative shall be provided a reasonable opportunity to cure any failure under this Agreement. The Owners may terminate this Agreement immediately with cause by providing written notice of termination to the Contractor. The Owners may terminate this Agreement without cause upon thirty (30) days written notice of termination. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all work and/or services rendered up until the effective termination of this Agreement, subject to whatever claims or off-sets the Owners may have against the Contractor.

In the event of (i) a termination of this Agreement by the Contractor without cause, or a termination of this Agreement by the Owners with cause, the HP Lots that remain secured by the mortgage referred to in Section 5F, above, shall be conveyed by the Contractor to the District and (ii) a termination by the Owners without cause, the Owners shall provide a full and unconditional release of the mortgage to the Contractor.

14. PERMITS AND LICENSES. All permits and licenses required by any governmental agency directly for the Owners shall be obtained and paid for by the Owners. All other permits or licenses necessary for the contractor to perform under this Agreement shall be obtained and paid for by the Contractor.

15. ASSIGNMENT. Neither the Owners nor the Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such prior written approval shall be void.

16. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the Contractor, if there are any, are employees of an Owner or the Owners under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Contractor, if there are any, in the performance of this Agreement. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of an Owner or the Owners and the Contractor shall have no authority to represent an Owner or the Owners as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

17. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

8 18. ENFORCEMENT OF AGREEMENT. In the event that either the Owners, individually or collectively, or the Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

19. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the Owners and the Contractor relating to the subject matter of this Agreement.

20. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing, which is executed by both the Owners and the Contractor.

21. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of each Owner and the Contractor, both the Owners and the Contractor have complied with all the requirements of law, and both the Owners and the Contractor have full power and authority to comply with the terms and provisions of this instrument.

22. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to the District: Heritage Plantation Community Development District 3434 Colwell Avenue, Suite 200 Tam pa, Florida 3 Attn: Pete Williams, District Manager

If to SCDC: Southeastern Consulting & Development Company, Inc. 6615 W. Boynton Beach Blvd., Suite 396, Boynton Beach, FL 33437 Attn: Louis S. Weltman, President

If to the Association: Heritage Plantation Homeowners’ Association, Inc. 6615 W. Boynton Beach Blvd., Suite 396, Boynton Beach, FL 33437 Attn: Louis S. Weltman, President

If to the Contractor: Village Environmental Services, Inc. 6530 Torrey Pines Trace L a u re l H ill, F lo rid a Attn: Heath Owens

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business

9 day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the Owners and counsel for the Contractor may deliver Notice on behalf of the Owners and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

23. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of each Owner, individually and collectively, and the Contractor and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Owners and the Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Owners and the Contractor and their respective representatives, successors, and assigns.

24. CONTROLLING LAW. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida.

25. PUBLIC RECORDS. The Contractor understands and agrees that all documents of any kind provided to the Owners, and specifically the District, in connection with this Agreement may be public records and shall be treated as such in accordance with Florida law.

26. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

27. ARM'S LENGTH TRANSACTION. This Agreement has been negotiated fully between the Owners and the Contractor as an arm's length transaction. Each Owner and the Contractor participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

28. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

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10 IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

Attest: HERITAGE PLANTATION COMMUNITY DEVELOPMENT DISTRICT

______Assistant Secretary Louis S. Weltman, Chairman, Board of Supervisors

Witness: HERITAGE PLANTATION HOMEOWNERS’ ASSOCIATION, INC.

______(Signature of Witness) Louis S. Weltman, President

______(Print Name of Witness)

Witness: SOUTHEASTERN CONSULTING & DEVELOPMENT COMPANY, INC.

______(Signature of Witness) Louis S. Weltman, President

______(Print Name of Witness)

Witness: VILLAGE ENVIRONMENTAL SERVICES, LLC.

______(Signature of Witness) Heath Owens, Owner and Manager

______(Print Name of Witness)