COTRACT FOR DEDICATIO OF SCHOOL SITE

Transcription

1 COTRACT FOR DEDICATIO OF SCHOOL SITE THIS CONTRACT FOR DEDICATION OF SCHOOL SITE ( Agreement ) is made by and between P-BEXLEY, LLC, a Florida limited liability company ( P ), and the DISTRICT SCHOOL BOARD OF PASCO COUTY (the District ), as of the Effective Date (defined in Section 24 below), with reference to the following facts: A. NNP is the owner of certain real property located in Pasco County, Florida, which real property approved by Pasco County, Florida ( County ) for development of a multi-phased residential community pursuant to the Bexley South Master Planned Unit Development ( MPUD ) Conditions of Approval Rezoning Petition 7109 ( MPUD Conditions ). B. MPUD Condition 61 ( MPUD School Condition ) requires NNP to convey to the District, for no consideration other than certain impact fee credits, a parcel within the MPUD for the District s development, construction and operation of an elementary school ( School ). The parties have identified the site for the School as that certain portion of the MPUD described as Tract S-1 pursuant to that proposed plat of Bexley South Parcel 4 Phase 1, depicted on Exhibit A attached hereto, consisting of upland, useable acres, more or less, together with any and all other rights pertaining thereto (collectively, the Property ). C. The parties desire to implement and satisfy the MPUD School Condition, and to provide for the specific terms and conditions upon which NNP shall convey to the District, and the District shall acquire the Property. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. DEDICATION AND CONVEYANCE. In satisfaction of the MPUD School Condition, NNP agrees to convey to the District, and the District agrees to acquire from NNP, the Property, subject to the terms and conditions of this Agreement. 2. CONSIDERATION. (a) Property Credits. In lieu of cash consideration for the conveyance of the Property to the District, NNP shall receive credit against Pasco County School Impact Fees established pursuant to County Land Development Code ( LDC ) Section ( School Impact Fees ) in the amount of $219,889,88, being 115% of the Pasco County Property Appraiser's 2016 value of the Property, being a portion of County Tax Parcel Number , as $10,569,85 per acre, and the Property being acres, more or less ( Property Credits ). (b) Improvement Credits. In addition to the Property Credits, NNP shall receive credit against the School Impact Fees for the actual costs incurred by NNP for the Site-Related Work and the Off-Site Infrastructure Work associated with the Ballantrae Turn Lane (as all such terms are defined in Section 6 below) ( Improvement Credits ). 3. TITLE; SURVEY. (a) Title Commitment; Review. Within twenty (20) days after the Effective Date, NNP shall, at the NNP s expense, procure and deliver to the District and the District s counsel a copy of a title commitment for title insurance covering the Property, issued by Chicago Title Insurance Company (the Title Company ), through Feldman & Mahoney, P.A., as title agent ( Title Agent ), together with legible copies of all recorded documents referenced therein (collectively, the Commitment ), by which Commitment the Title Company shall agree to issue to the District, upon recording the Deed (defined in Section 5(b) below) for the 1

2 Property, a standard owner s ALTA policy (with Florida modifications) in the amount of the Property Credits, without exception for any matters other than (A) current taxes; (B) applicable zoning and governmental regulations; (C) matters of plat associated with the plat of Bexley South Parcel 4 Phase 1 to be recorded prior to the Closing Date ( Final Plat ); (D) the Repurchase Right (defined in Section 5(b) below); and (E) matters approved or deemed approved by the District in accordance with this Section 3 (collectively, the Permitted Exceptions ). The District shall have until ten (10) days after receipt of the last of the Commitment and the Survey (defined in Section 3(b) below) in which to examine the Commitment and the Survey, and to give written notice ( Objection otice ) to NNP, of its approval or disapproval of any matter contained therein. NNP shall have ten (10) business days from the actual receipt of such Objection Notice to notify the District in writing of NNP s election to cure or not to cure the objections or defects so specified ( P s Cure otice ), failing which NNP shall be deemed to have elected to not cure any of the District s objections. In any event, and notwithstanding the contents of NNP s Cure Notice, NNP shall cause all monetary liens and financial encumbrances affecting the Property to be satisfied and released of record as of Closing, and the District shall not be required to object thereto in its Objection Notice. If NNP elects, or is deemed to elect, to not cure any matter set forth in the Objection Notice, then the District shall elect either to: (A) terminate this Agreement; or (B) waive such objections or defects prior to the expiration of the Feasibility Period (defined in Section 4(a) below). Any title matter not objected to by the District or waived by the District in writing shall become a Permitted Exception. (b) Survey. NNP shall obtain and deliver to the District within thirty (30) days after the Effective Date, a survey of the Property conforming to the minimum technical standards established by F.A.C. Chapter 5J ( Survey ). In the event the Survey shows any encroachments or any improvements upon, from, or onto the Property, or on or between any building setback line, lot line, or any easement, or other matter which is not acceptable to the District, in the District s sole discretion, the District shall have the right to object thereto within the time frame permitted for title objections pursuant to Section 3(a) above. 4. FEASIBILITY PERIOD; LICENSE TO ENTER. (a) Site Assessment. This Agreement is contingent on the District performing and approving the District s site assessment to determine that the Property is suitable for the construction and maintenance of a public elementary school thereon ( Restricted Use ) in accordance with Chapter 1013, Florida Statutes, and rules and regulations of the Florida Department of Education. The District shall have sixty (60) days from and after the Effective Date ( Feasibility Period ) to cause NNP to receive written notice of the District s disapproval of the Property for purchase and development in accordance with Restricted Use. If NNP has not received notice of disapproval, in the sole discretion of the District, within the Feasibility Period, then the District shall be deemed to have approved the feasibility of this transaction. If the District timely provides notice to NNP of disapproval of the Property for the Restricted Use, then this Agreement shall be deemed terminated as of the expiration of the Feasibility Period, and the parties shall have no further obligation to each other, except as otherwise expressly provided in this Agreement. (b) License to Enter. NNP hereby grants the District, from the Effective Date until Closing or earlier termination of this Agreement, the right, license, permission and consent for the District and the District s agents or independent contractors to enter upon the Property for the purposes of performing tests, studies and analyses thereon after providing to NNP at least forty-eight (48) hours prior written notice (which notice may be given by to Thomas J. Panaseny at tpanaseny@newlandco.com and Jack Enfinger at jenfinger@newlandco.com, or such other person and address as may be designated by NNP), and subject to the other terms and conditions of this subsection. To the extent permitted by applicable law, the District shall indemnify, defend and hold NNP harmless from and against any and all liens, liabilities, damages, costs, expenses, suits and actions that may be incurred or suffered by NNP as a result of the acts or omissions of the District, its employees, agents, representatives and independent contractors arising in connection with or resulting from the District s feasibility studies and/or entry upon the Property of any such persons. The District shall not conduct any invasive testing of the building located on the Property, and shall not conduct any invasive testing of the Property without obtaining NNP s prior written consent, which consent shall not be unreasonably 2

3 withheld, delayed or conditioned. The District will permit no lien to attach to the Property as a result of its activities. The indemnification provision in this subsection shall survive Closing and any termination of this Agreement. (c) Board Approval. The District s obligations under this Agreement are subject to approval by the District s Board. The District s staff shall cause this Agreement to be included on an agenda for consideration by the District s Board at the meeting next scheduled after this Agreement has been executed by NNP. The District shall notify NNP of the date of such meeting to enable NNP or NNP s representatives to be present and heard at such meeting. (d) Termination. In the event of any termination of this Agreement by the District, other than on account of NNP s default in accordance with Section 9 below, then the District shall so notify the County in writing of the District s termination of this Agreement and NNP s full compliance with the terms hereof and of the MPUD School Condition. 5. CLOSING; CLOSING PROCEDURES. (a) Closing. The consummation of the conveyance of the Property to the District ( Closing ) shall be conducted by a mail away procedure on the date ( Closing Date ) which is ten (10) days after the later of (i) expiration of the Feasibility Period, and (ii) recordation of the Final Plat. (b) Conveyance. NNP shall convey to the District by special warranty deed ( Deed ) fee simple title to the Property, subject only to the Permitted Exceptions, the Restricted Use which shall be set forth therein, and a repurchase right in favor of NNP if the District does not commence construction of the Restricted Use within five (5) years after Closing ( Repurchase Right ). For purposes of the foregoing, commencement of construction shall mean that the District has obtained all permits necessary to immediately commence construction of the Restricted Use, including the building permit therefor, and the foundation footings have been poured for the Restricted Use. NNP may exercise the Repurchase Right at any time after such 5-year period, and prior to the District s commencement of construction activities by delivering written notice to the District, and closing on the repurchase within thirty (30) days after the date of such notice. If NNP so exercises the Repurchase Right, then, at the closing thereof, NNP shall reimburse the District for all out-of-pocket costs and expenses incurred by the District in connection with the acquisition of the Property, and re-assign to the District any Property Credits or pay to the District the amount of any Property Credits already assigned by NNP to third parties. (c) Closing Costs. (i) NNP s Costs. NNP shall be responsible and pay for (A) the search, examination and premium charges for the commitment and owner s title insurance policy, (B) the documentary transfer taxes on and recording fee for the Deed, (C) the Survey, (D) any closing fee and out of pocket costs charged or incurred by the Title Agent the recording fees and any documentary transfer taxes for any corrective title instruments required by the terms of this Agreement, and (E) NNP s attorneys fees. (ii) District s Costs. The District shall be responsible and pay for (A) the cost of the District s feasibility analyses, (B) the recording fee for the Deed, and (C) the District s attorneys fees. (iii) Real Estate Taxes. The District represents that it is exempt from real property taxes. At Closing, NNP shall pay its share of real property taxes from January 1, 2016 to the Closing Date pursuant to the procedure set forth in Section , Florida Statutes. (d) Closing Documents. At Closing, the parties shall deliver the following items: 3

4 (i) NNP shall deliver the Deed, duly executed in form for recordation. (ii) NNP shall deliver an owner s affidavit running to the benefit of the Title Company and the Title Agent, in form sufficient and acceptable to the Title Company so as to allow it to eliminate the standard owner s exceptions, other than survey exceptions, including the parties in possession, mechanic s lien, and gap exceptions from the Commitment and title insurance policy, and otherwise reasonably acceptable to the Title Company the Title Agent, and the District. (iii) NNP shall deliver a non-foreign affidavit which complies with the requirements of Internal Revenue Code Section (iv) NNP and the District each shall deliver counterparts of a closing statement. 6. DEVELOPMENT MATTERS. (a) On-Site Work. Prior and as a condition to Closing, NNP shall fill the Property to an elevation of 59.5 (NAVD88), cause the fill to be compacted to a minimum density of 98% of Modified Proctor maximum dry density, satisfy the conditions of the County s LDC Section 807 regarding geotechnical conditions, and performing any geohazard work associated therewith, including, without limitation, any soils remediation, fill importation, grouting or other sinkhole prevention or remediation work, and materials testing (collectively, the On-Site Work ). The On-Site Work shall be deemed complete when NNP delivers to the District: (i) the certification of NNP s geotechnical engineer that the fill has been compacted to 98% on the Property, and is otherwise in compliance with Section 807 of the County s LDC, (ii) the certification of NNP s surveyor that the fill elevation satisfies the terms of this Section 6(a) and (iii) a topographic survey of the Property post fill and compaction. (b) Off-Site Infrastructure. NNP shall design, engineer, permit and construct or cause to be constructed Tower Road to the proposed driveway entrance to the Property as shown on Exhibit B attached hereto ( School Entrance ), and a right turn lane from Ballantrae Boulevard onto Tower Road ( Ballantrae Turn Lane ), together with potable water, sanitary sewer and electrical connections to the boundary of the Property such that no additional jack-and-bore work will be required under any roads (collectively, the Utility Connections ). The design, engineering, permitting, construction and inspection of the Tower Road, the Ballantrae Turn Lane and the Utility Connections improvements is referred to collectively as the ( Off-Site Infrastructure Work ). NNP shall complete the Off-Site Infrastructure Work by December 31, 2016, subject to delays beyond NNP s reasonable control, including without limitation, labor disputes, inability to obtain any necessary materials or services, acts of God, weather conditions that are unusually severe or exceed average conditions for that time of year, persistent inclement weather, war, terrorist acts, insurrection, delays caused by governmental permitting or regulations. If, at the time that the District intends to commence construction of the elementary school on the Property the Off-Site Infrastructure Work is not complete, NNP shall cooperate with the District to provide both temporary construction water and temporary construction access to the boundaries of the Property. Notwithstanding the foregoing, the obligation to provide the infrastructure to the Property shall remain the obligation of NNP and the District shall have no responsibility to provide such infrastructure. (c) Improvement Credits. NNP shall receive Improvement Credits for the cost of completing all On-Site Work and the Off-Site Infrastructure Work associated with the Ballantrae Turn Lane in accordance with the procedure set forth in this Section 6(c). At least sixty (60) days prior to NNP s commencement of the On-Site Work or the Off-Site Infrastructure Work associated with the Ballantrae Turn Lane, as applicable, NNP shall provide to the District s Department of Planning a detailed scope of work, including, without limitation as to the On-Site Work, along with itemized cost estimates for the same. Upon the District s written approval of the proposed costs, which approval shall not be unreasonably withheld and which shall be provided within thirty (30) days of delivery of the foregoing, NNP shall commence the applicable work and upon completion, present to the District a detailed scope of services actually performed, along with an 4

5 itemized actual costs and quantities report. The District shall then cause the County to establish an impact fee credit account for NNP for such amount. (d) District Cooperation; Survival. To the extent necessary, the District shall provide all necessary consents, easements, approvals, or other permit applications requested by NNP that are necessary for NNP to provide and complete the On-Site Infrastructure and Off-Site Infrastructure in accordance with this Section 6. The terms of this Section 6 shall survive Closing and delivery of the Deed to the District. 7. REPRESENTATIONS AND WARRANTIES OF NNP. NNP hereby represents and warrants to the District that, as of the Effective Date and again as of the Closing Date: (a) NNP is the fee simple owner of the Property. (b) There is no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor has NNP knowledge that any such action is presently contemplated. There are no other pending or threatened legal actions, suits or other legal or administrative proceedings that affect the Property or any portion thereof, nor has NNP knowledge that any such action is presently contemplated. (c) NNP is duly organized, existing and in good standing under the laws of the State of Florida, and has the power and authority to enter into this Agreement, perform its obligations hereunder, and to sell and convey its interest in the Property to the District without any further corporate approval. The person signing below on behalf of NNP represents that she is duly authorized to execute this Agreement and to bind NNP to the terms hereof. (d) Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property under any agreement or other instrument to which NNP is a party or by which NNP or the Property might be bound. (e) NNP has not filed, voluntarily or involuntarily for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against NNP within the last year. (f) There are no oral or written contracts or leases, oral or written, which affect the ownership, operation or maintenance of the Property. Except as expressly set forth in this Agreement, or any documents delivered at Closing, NNP has not made and does not make any warranty or representation, express or implied as to the merchantability, quantity, quality, physical condition or operation of the Property, zoning, the suitability or fitness of the Property or any improvements thereon, if any, for any specific or general use or purpose, or any other matter affecting or relating to the Property, its development or use including but not limited to, the Property s compliance with any Environmental Laws (defined below). Neither party is relying on any statement or representations made by the other not embodied herein or in any Closing document. The District hereby expressly acknowledges that no such warranties and representations have been made, except as expressly set forth in the Agreement or in any documents delivered at Closing. The District acknowledges that the provisions of this Agreement for inspection and investigation of the Property are adequate to enable the District to make the District s own determination with respect to merchantability, quantity, quality, physical condition or operation of the Property, zoning, suitability or fitness of the Property or any improvements thereon, if any, for any specific or general use or purpose, its development or use, including without limitation, the Property s compliance with any Environmental Laws. The District further acknowledges it will cause such inspection to be made and will be thoroughly familiar and satisfied therewith, and, if approved during the Feasibility Period, agrees to take the Property in its physical condition, AS IS, WHERE IS, WITH ALL FAULTS as of the Closing Date, subject only to the express conditions of this Agreement. NNP shall not be liable or bound in any manner by any verbal or written statement, representation or information made or given by anyone pertaining to the Property, unless 5

6 specifically set forth in this Agreement. In particular, but without in any way limiting the foregoing, the District hereby releases NNP from any and all responsibility, liability and claims for or arising out of the presence on or about the Property (including in the soil, air, structures and surface and subsurface water) of materials, wastes or substances that are or become regulated under or that are or become classified as toxic or hazardous, under any Environmental Law, including without limitation, petroleum, oil, gasoline or other petroleum products, byproducts or waste. As used herein, Environmental Law shall mean, as amended and in effect from time to time, any federal, state or local statute, ordinance, rule, regulation, judicial decision, or the judgment or decree of a governmental authority, arbitrator or other private adjudicator by which the District or the Property is bound, pertaining to the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended and in the statutes together with the rules adopted and guidelines promulgated pursuant thereto, and all similar statutes together with rules adopted and guidelines promulgated pursuant to the foregoing. The foregoing release shall survive Closing. 8. RISK OF LOSS. NNP shall bear risk of loss until the Closing. 9. DEFAULT. (a) District s Default. the District shall be in breach or default under this Agreement if (i) the District fails to cure any material breach of any obligation of the District under this Agreement within ten (10) days after receipt of written notice thereof; or (ii) the District fails to timely complete its purchase of the Property (for which no notice or cure period shall apply). If any such breach continues beyond the applicable cure period. (b) NNP s Default. NNP shall be in breach or default under this Agreement if (i) NNP fails to cure any material breach of any obligation of NNP under this Agreement within ten (10) days after receipt of written notice thereof (except as to title matters as to which the periods set forth in Section 3(a)(ii) shall apply); or (ii) NNP fails to timely close the sale of the Property (for which no notice or cure period shall apply). If NNP s default remains uncured after any applicable cure period, the District shall have the right as the District s sole and exclusive remedies on account of NNP s default: (i) to seek specific performance of NNP s obligations; or (ii) to terminate this Agreement. (c) Indemnifications. The foregoing limitations on the parties remedies shall in no way limit either party s indemnification obligations that are specifically provided for in this Agreement or the parties rights under Section 13 below. 10. BROKER S COMMISSIONS. The parties warrant and represent to each other that no real estate broker was involved in this transaction. NNP shall indemnify the District against any claim of any broker claiming by, through or under NNP. the District shall indemnify NNP against any claim of any broker claiming by, through or under the District. This warranty and representation shall survive any termination of this Agreement, delivery of the Deed and Closing. 11. WAIVER OF BREACH. The failure of any party hereto to enforce any provision of this Agreement shall not be construed to be a waiver of such or any other provision, nor in any way to affect the validity of all or any party of this Agreement or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. No waiver of any right or obligation under this Agreement shall be effective unless made in writing and signed by the party to be charged with such waiver. 12. APPLICABLE LAW. This Agreement shall be construed by and controlled under the laws of the State of Florida. Venue for any dispute arising under this Agreement shall lie exclusively in the courts located in Pasco County, Florida, and the U.S. the District Court for the Middle the District of Florida. 6

7 13. ATTORNEYS FEES. In the event litigation is required by either party to enforce the terms of this Agreement, the prevailing party of such action, in addition to all other relief granted or awarded by the court, shall be entitled to judgment for reasonable attorneys and legal assistants fees and costs incurred by reason of such action and all costs of mediation, arbitration or suit and those incurred in preparation thereof at both the trial and appellate levels, and in bankruptcy, probate or post-judgment collection proceedings. The terms of this Section shall survive any termination of this Agreement and the Closing. 14. JURY TRIAL WAIVER. NNP and the District each knowingly, voluntarily and intentionally waive any right which either of them may have to a trial by jury with respect to any litigation or legal proceeding based upon or arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement including, by way of example but not limitation, any course of conduct, course of dealings, verbal or written statements or acts or omissions of either party which in any way relate to this Agreement. NNP and the District have specifically discussed and negotiated for this waiver and understand the legal consequences of it. 15. ASSIGNMENT; BINDING EFFECT. Neither party may assign its rights or obligations under this Agreement. Subject to the foregoing limitations, this Agreement shall be binding upon the parties and their successors and assigns. 16. NO THIRD PARTY BENEFICIARIES. This Agreement is for the benefit of the parties hereto only, and may not be relied upon, or enforced by any third parties not specifically named as parties to this Agreement. 17. RECITALS; EXHIBITS. The recitals at the beginning of this Agreement are true and complete and, together with the exhibits attached hereto, are incorporated herein by this reference. 18. ENTIRE AGREEMENT; AMENDMENT. This Agreement, including the exhibits attached hereto, contains the entire agreement between NNP and the District with respect to the matters set forth herein, and all other representations, negotiations and agreements, written and oral, including the MPUD School Condition, with respect to the Property or any portion thereof, are superseded by this Agreement and are of no force and effect. This Agreement may be amended and modified only by instrument, in writing, executed by the District and NNP. 19. PARTIAL INVALIDITY. In the event that any section or portion of this Agreement is determined to be unconstitutional, unenforceable or invalid, such Section or portion of this Agreement shall be stricken from and construed for all purposes not to constitute a part of this Agreement, and the remaining portion of this Agreement shall remain in full force and effect and shall, for all purposes, constitute this entire Agreement. 20. CONSTRUCTION OF AGREEMENT. All parties hereto acknowledge that they have had the benefit of independent counsel with regard to this Agreement and that this Agreement has been prepared as a result of the joint efforts of all parties and their respective counsel. Accordingly, all parties agree that the provisions of this Agreement shall not be construed or interpreted for or against any party hereto based upon authorship. 21. TIME. Time is of the essence of this Agreement; provided, the foregoing shall not be construed to undermine any express cure period afforded any party under this Agreement. All time periods under this Agreement shall be calculated in calendar days, unless expressly otherwise provided in this Agreement. Any deadline that falls on a Saturday, Sunday or holiday on which banks located in Florida are closed for business shall be extended automatically to the next business day. Any deadline that falls on a particular day shall be deemed to expire at 5:00 p.m. Eastern Time on such date unless otherwise specified herein. 7

8 22. NOTICES. Any notice to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and may be given by certified mail, hand delivery, overnight receipt delivery service, facsimile transmission, or via PDF with delivery confirmation received by sender. Notices shall be deemed to have been given and received (a) three (3) days after a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail; (b) when delivered to and received by the party to whom it is addressed or such party's agent or representative if given by hand delivery or overnight delivery service; or (c) upon the sender s receipt of printed delivery confirmation if sent by facsimile or . Notices shall be given to the parties at the following addresses: If To P: NNP-Bexley, LLC Attn: Thomas J. Panaseny, Vice President 777 South Harbour Island Boulevard, Suite 320 Tampa, Florida Telephone: (813) Facsimile: (813) tpanaseny@newlandco.com With A Copy To: Donna J. Feldman, Esq. Feldman & Mahoney, P.A Belleair Road, Suite 210 Clearwater, Florida Telephone: (727) Facsimile: (727) dfeldman@djflaw.com If To the District: District School Board of Pasco County Attn: Kurt S. Browning, Superintendent 7227 Land O Lakes Boulevard Land O Lakes, Florida Telephone: (813) Facsimile: (813) ksbsos@pasco.k12.fl.us With A Copy To: Dennis J. Alfonso, Esq. McClain, Alfonso, Meeker & Dunn, P.A Church Avenue Dade City, Florida Telephone: (352) Facsimile: (352) djalfonso1@aol.com The failure by any party to deliver a courtesy copy as referenced above shall not constitute a default under the terms of this Agreement nor shall it create a defect in any notice which is otherwise properly given. Furthermore, it is agreed that, if any party hereto is represented by legal counsel, such legal counsel is authorized to deliver written notice directly to the other party on behalf of his or her client, and the same shall be deemed proper notice hereunder if delivered in the manner specified above. 23. RECORDING. The recording by the District of this Agreement, in whole or in part, and/or the recording by the District of any memorandum or affidavit pertaining to this Agreement is strictly prohibited and shall automatically be null and void ab initio. Furthermore, in the event of such a recording by the District in the Public Records anywhere within the State of Florida, this Agreement shall be deemed terminated and of no further force and effect at the election of NNP. 24. EFFECTIVE DATE. The Effective Date shall be the date the last of NNP and the District executes this Agreement and delivers a copy of its counterpart to the other party. NNP and the District shall evidence the fact of their respective execution of this Agreement, on the date of such party s execution, by providing a facsimile or electronic copy of such party s counterpart, including the date thereof. 25. COUNTERPARTS; FACSIMILE; PDF. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. Facsimile and electronic (i.e., Portable Document Format) signatures shall be effective for binding the District and NNP to this Agreement. [Signature page follows] 8

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10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below-written. P: P-BEXLEY, LLC, a Florida limited liability company By: Thomas J. Panaseny, Vice President Date: THE DISTRICT: THE DISTRICT SCHOOL BOARD OF PASCO COUTY By: Name: Chairman Date: RECOMMENDED: By: Name: Superintendent APPROVED AS TO FORM: By: Name: Attorney for District 10

11 EXHIBIT A SKETCH AD LEGAL DESCRIPTIO OF PROPERTY 11

12 EXHIBIT B COCEPTUAL PLA 12