8b1 - · pdf file80751a84 background/related strategic goal: port mayaca plantation is an...

80751a84

8B1ADDITIONAL ITEM -- CONTINUED FROM 5/24/2016

BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY

PLACEMENT: DEPARTMENTALPRESET: TITLE: REQUEST BY PORT MAYACA INVESTMENTS, LLC TO COMPLETE PORT MAYACAPLANTATION PHASE 1 REQUIRED INFRASTRUCTURE

AGENDA ITEM DATES:

MEETING DATE:5/31/2016

COUNTY ATTORNEY:5/9/2016

COMPLETED DATE:5/19/2016

ASSISTANT COUNTY ADMINISTRATOR:5/16/2016

REQUESTED BY: DEPARTMENT: PREPARED BY:

Name: Port Mayaca Plantation, LLC

Engineering Don Donaldson, P.E.,

Name: Engineering Director / County Engineer

Procedures: None

EXECUTIVE SUMMARY:

Port Mayaca Investments, LLC, (PMI) the new owner of Port Mayaca Plantation Phase 1, requests approval by the Board of County Commissioners to complete the required infrastructure improvementsfor the recorded plat. In support of the request, PMI has offered to post a cash bond to insure the completion of the improvements and to make a payment to reimburse the County for the costs incurred in reference to the foreclosure action between Port Mayaca Plantation, LLC, and Mercantil Commercebank, N.A.

APPROVAL:LEGACACA

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BACKGROUND/RELATED STRATEGIC GOAL:

Port Mayaca Plantation is an agricultural development consisting of 108 lots with a minimum of 20 acres in four phases on approximately 2,352 acres located between US 441 and the Florida East Coast Railroad in the vicinity of Lake Okeechobee in western Martin County. Master site plan approval wasobtained on October 23, 2007. Final site plan approval for Phase I was obtained on January 8, 2008. Completion of Phase I was originally required by January 8, 2010, however two timetable extensions were obtained, extending the time for completion to January 8, 2015.

Plat approval for Phase I was obtained on February 26, 2008. Instead of completing the required infrastructure prior to recordation of the plat, pursuant to Section 4.913, Land Development Regulations, Port Mayaca Plantation, LLC, the developer of Phase I elected to enter into a Contract for Construction of Required Improvements (Contract) with Martin County. The Contract required completion of the infrastructure by February 26, 2010, and provided security in the amount of $3,285,847.00. A 2009 Amendment to the Contract extended the time for completion to January 8, 2013. A 2013 Second Amendment to the Contract extended the time for completion to January 8, 2015.

The security amount was based on the estimated costs of improvements and was to be held in a LIP (Loan in Process) account. The Pledge of LIP account is an exhibit to the Contract and was signed by Port Mayaca Plantation, LLC, and Mercantil Commercebank, N.A., the holder of the security. The pledge specifically acknowledged that the bank would not disperse any of the pledged monies without the written authorization of the County Engineer.

On December 19, 2014, Don Donaldson, County Engineer, wrote a letter to Mercantil Commercebank, requesting that the funds held in the LIP account be released to the County. On December 18, 2014, a similar letter was sent to Port Mayaca Plantation, LLC. Because these funds were not released to the County, the County moved to intervene in the foreclosure case involving Mercantil and Port Mayaca. When the County’s motion to intervene was denied, the County filed an appeal with the Fourth District Court of Appeal. Based upon the advice of outside counsel, the County dismissed its appeal. All parties were responsible for their own costs associated with that appeal. The County’s outside counsel costsfor the litigation to date are approximately $95,000.00.

Pursuant to a Confidential Settlement Agreement between Port Mayaca Plantation, LLC and Mercantil Commercebank, N.A that resulted in an agreed upon foreclosure sale, Port Mayaca Investments, LLC, (PMI) is now the owner of the property encompassing the Phase 1 area. PMI would like to complete the infrastructure improvements. In support of the request, PMI has offered to post a cash bond to insure the completion of the required improvements and to the pay the costs incurred by the County in reference to the County’s intervention in the foreclosure action between Port Mayaca Plantation, LLC, and Mercantil Commercebank, N.A.

Staff’s believes that consideration of PMI’s request to complete the infrastructure for Phase 1 is warranted in order to protect the public health, safety and welfare. The plat has been recorded and, accordingly, lots are available for sale to third parties. Implementation of PMI’s request may require an amendment to the existing Contract for Construction of Required Improvements or a new Contract between PMI and the County. Additional documents may also be required. Staff is continuing its

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discussions with PMI in order to clarify the request and achieve the best possible outcome. Any documents requiring action by the Board will be provided by Supplemental Memorandum.

ISSUES:

Port Mayaca Investments, LLC has pledged a cash bond equal to the cost to build the remaininginfrastructure. This form of security is the best that can be obtained and will guarantee that staff will have the necessary resources to ensure the project is be completed as required by the Plat.

LEGAL SUFFICIENCY REVIEW:

This item has been reviewed for legal sufficiency to determine whether it is consistent with applicable law, has identified and addressed legal risks, and has developed strategies for legal defensibility.

RECOMMENDED ACTION:

RECOMMENDATION Move that the Board consider the request of Port Mayaca Investments, LLC and approve the documents necessary to implement the request.

ALTERNATIVE RECOMMENDATIONS Move that the Board provide staff with alternative direction.

FISCAL IMPACT:

RECOMMENDATIONPort Mayaca Investments, LLC will pay the County for the legal costs that have been expended to ensure the required infrastructure is built. The amount of the reimbursement is approximately $95,000.

Funding Source County Funds Non-County Funds Authorization

Port Mayaca Plantation, LLC

$95,000.00

Subtotal

Project Total $95,000.00

ALTERNATIVE RECOMMENDATIONS

DOCUMENT(S) REQUIRING ACTION:

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Budget Transfer / Amendment Chair Letter Contract / Agreement

Grant / Application Notice Ordinance Resolution

Other:

ROUTING:

_ ADM _ BLD _ CDD _ COM _ ENG _ FRD _ GMD_ GSD _ ITS _ LIB _ MCA _ MPO _ PRD _ USDX CA X ACA X LEG

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BCC MEETING DATE: April 19, 2016 AGENDA ITEM: 8A1

Page 1 of 1 eng2016M230 Supplemental

MARTIN COUNTY, FLORIDAINTER-OFFICE MEMORANDUM

TO: Honorable Members of the Board of County Commissioners

DATE: April 13, 2016

FROM: Don Donaldson, P.E., Engineering Dept. Director

SUBJECT: REQUEST BY PORT MAYACA INVESTMENTS, LLC TO COMPLETE PORT MAYACA PLANTATION PHASE 1 REQUIRED INFRASTRUCTURE

Port Mayaca Investments, LLC has requested that the Board of County Commissioners defer consideration of this matter until May 10, 2016.

DD/dw

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BCC MEETING DATE: May 10, 2016 AGENDA ITEM: 8B2


MARTIN COUNTY, FLORIDAINTER-OFFICE MEMORANDUM


DATE: May 2, 2016

FROM: Don Donaldson, P.E., Engineering Department Director



DD/dw

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BCC MEETING DATE: May 31, 2016 AGENDA ITEM: 8C2


MARTIN COUNTY, FLORIDASUPPLEMENTAL MEMORANDUM


DATE: May 17, 2016

VIA: Taryn KryzdaCounty Administrator


SUBJECT:REQUEST BY PORT MAYACA INVESTMENTS, LLC TO COMPLETE PORT MAYACA PLANTATION PHASE 1 REQUIRED INFRASTRUCTURE


DD/dw

Reviewed by County Attorney’s Office

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BCC MEETING DATE: May 31, 2016 AGENDA ITEM: 8B1

Page 1 of 1 eng2016M295 SUPPLEMENTAL

MARTIN COUNTY, FLORIDASUPPLEMENTAL MEMORANDUM


DATE: May 25, 2016

VIA: Taryn KryzdaCounty Administrator



Pursuant to the request by Port Maya Investments, LLC to complete the infrastructure improvements for Port Mayaca Plantation Phase 1 attached for the Board’s consideration are the following documents:

1. March 30, 2016 Memo from David Ederer, Manager of Verocity, LLC and Port Mayaca Investments, LLC

2. Disclosure of Interest Affidavit

3. Proposed Contract for Construction of Required Improvements and Infrastructure for Port Mayaca Plantation Phase 1

4. Engineer’s Opinion of Probable Cost

5. Limited Mutual General Release

Staff recommends that the Board consider the request of Port Mayaca Investments, LLC and approve the Contract for Construction of Required Improvements and Infrastructure for Port Mayaca Plantation Phase 1 and the Limited General Release.

DD/KS/dw

Reviewed by County Attorney’s Office

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Port Mayaca Investments, LLC9086 Castle Harbour Circle

Vero Beach, FL 32963772.234.3118

[email protected]

To: Krista Storey Senior Assistant County Attorney

From: David Ederer, Managing Member Verocity, LLC, Manager Port Mayaca Investments, LLC

Cc: Bob Raynes Joe Capra

Date: March 30, 2016

Re: Information for BOCC Agenda for April 19th

As of today, Port Mayaca Investments, LLC (“PMI”) is the new owner of the 836 acre partiallydeveloped property known as Port Mayaca Plantation in western Martin County (the“Property”).

The former owner of the Property, Port Mayaca Plantation, LLC, obtained site plan approvaland plat approval for 26 twenty-acre lots in Phase 1 and spent approximately $20 million inhard and soft land development cost to substantially complete the construction of roads,drainage, infrastructure, guard house and landscaping. When the real estate and financialmarkets crashed in 2008 construction ceased. This Phase 1 plat was recorded and secured witha LIP agreement. Years of litigation ensued with the construction lender that through mergers isnow known as Mercantil Commercebank (“Mercantil”). PMI now owns the Property as a resultof a Confidential Settlement Agreement between Port Mayaca Plantation and Mercantil thatresulted in an agreed upon foreclosure sale in which PMI is now the owner of the propertyencompassing the Phase 1 area.

The construction plan approval documents were previously extended through early 2015, butare currently lapsed. The South Florida Water Management District is valid until October of2016. The approved site engineering construction plan was created by CAPTEC Engineering Inc.and PMI has hired CAPTEC as the Engineer of Record to provide inspection services and providefinal certifications to Martin County after we complete the construction of the requiredinfrastructure to serve the community.

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The original Martin County Contract for Construction of Required Improvements with PortMayaca Planation, LLC was secured by a Loan in Progress (LIP) agreement with Mercantil.Mercantil defaulted on the LIP agreement and litigation was instituted by Martin Countyagainst Mercantil. Martin County’s Engineer, Don Donaldson, P. E., reviewed the remainingwork to be completed for the LIP agreement during the litigation and recently reviewedCAPTEC’s estimate to complete the construction required to satisfy the Phase 1 plat approval.Mr. Donaldson agrees with CAPTEC’s Engineers Opinion of Probable Cost for the remaining siteimprovements of $1,247,844.55. Under the terms of the Settlement Agreement PMI has beenrequested to work with Martin County to facilitate the issuance of a release of litigation andany liability of Mercantil under the terms of the “Security Pledge of LIP Account” dated April 24,2008. It is my understanding that Martin County has received a draft of proposed release fromMercantil’s attorneys.

Based on earlier meetings between myself, Joe Capra and County staff, PMI would like to workwith Martin County to accomplish the following:

1. Extend the Construction Approvals to allow completion of the Phase 1 platrequirements and any related Martin County permits for the Property for a period ofeighteen months from the date the extension is granted to complete the construction ofPort Mayaca Plantation Phase 1 Plat requirements.

2. Release Mercantil from the litigation and liability of Mercantil under the terms of the“Security Pledge of LIP Account” dated April 24, 2008.

3. In order to facilitate the above Port Mayaca Investments, LLC offers to:

· Pay Martin County’s estimated legal bills for its litigation against Mercantil in theamount of $95,000; and

· Post a cash bond with Martin County for the Engineers Opinion of Probable Cost for theremaining site improvements of $1,247,844.55. This bond would be paid out on a 60-day draw schedule based on the Engineering Department’s review of the percent ofcompletion.

4. In consideration of the items set forth in paragraph 3 above Martin County agrees tosimultaneously:

· Release and settle any and all claims, counterclaims, liabilities, damages, defenses,demands and causes of action that it has or may have against Mercantil Commercebank,N.A. concerning this Property;

· Cease any further action to vacate the Phase I Plat of Port Mayaca; and

· Enter into a new Contract for Construction of Required Improvements with Port MayacaInvestments, LLC as the developer and providing for an eighteen month time period to

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complete the required infrastructure improvement for Phase I of the Port MayacaPlanation with security being the cash bond posted with Martin County in the amount of$1,247,844.55.

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DISCLOSURE OF INTEREST AFFIDAVIT

BEFORE ME, the undersigned authority, duly authorized to take acknowledgmentsand administer oaths, personally appeared the undersigned person on the date set forthbelow, who, first being duly sworn, deposes and says under penalties of perjury:

1. That the record property owner(s) of the Real Property described in Exhibit "A" to

this Affidavit is (are) as follows:

Name Address

Port Mayaca Investments, LLC 9086 Castle Harbour CirVero Beach, FL 32963

(If more space is needed attach separate sheet)

2. That the following is a list of every natural person and entity with any legal or

equitable interest in the property (as defined in Section 10.2.B.3. Land DevelopmentRegulations, Martin County Code):

Name Address Interest

See attachedTable A


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2

3. That the following is a list of those, who have any interest in a contract for sale ofthe property, or a conveyance of any interest in the property, including but not limited to,real estate brokers and salespersons; and any and all mortgagees of the property:

Name Address Interest

Camelos Investments, Inc. 11380 Prosperity Farms RD#221EPalm Beach Gardens, FL 33410

mortgage


4. That the following is a list of all other applications for which the applicant has aninterest as defined in subsection b. and c. of Section 10.2.6.3. Land DevelopmentRegulations, Martin County Code currently pending before Martin County. The list shallinclude any development applications, waiver applications, road opening applications, andlien reduction requests.

ApplicationName and/orProjectNumber

Names &Addresses ofPartiesinvolved

Date Type ofApplication

Status ofApplication*

Port MayacaPlantationdevelopmentonly

Mercantil Commercebank, N.A.

220 Alhambra CircleCoral Gables, FL 33134

mortage

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Table ADisclosure of Interest AffidavitDated May 20, 2016

1. Record property ownerPort Mayaca Investments, LLC (PMI)9086 Castle Harbor Cir

Vero Beach, FL 32963

2. List of every natural person and entity with any legal or equitable interest in the Property

Direct Owners of Sub Owners Owners of Sub Owners Ownership Interests Direct Natural

Port Mayaca of of Interest in in Sub OwnershiF Personal

Investments, LLC PMI PMI Sub Owner Sub Owner of PMI Ownership %

Verocity, LLC 25%

9086 Castle Harbour Cir


David Ederer 50% 12.50%


len

Eedaecr rFL 32963

50% 12.50%



PMI Holdings 1, Inc. 40%9086 Castle Harbour Cir


Stratos Ventures Ltd. 100%

PO Box 3152

Road Town

Tortola, British Virgin Islands

Michael Michell 100% 40%

Av. Benavides 1730

Miraflores, Lima - Perú

PMI Holdings 2, Inc. 20%9086 Castle Harbour Cir


YAKU INVESTMENT LIMITED 100%

Kings Court, Bay Street

PO Box N-3944, Nassau, Bahamas

Andrew Michell 20%Alameda San Marcos 1455 14 of 34

Urbanización Los Huertos le VillaChorrillos, Lima 09 - Perú

PMI Holdings 3, Inc. 15%



COMMERCIAL LAW SERVICES, INC 100%

Vía España 122, Calle Elvira Mendez

Torre Delta, Piso 14

Panama, República de Panamá

ALBERTO SPARROW 15%

Lord Nelson 359

Miraflores, Lima, Perú

Total Ownership of Port Mayaca Investments, LLCby Entity and Pass-Through Natural Person 100% 100%

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(If more space is needed attach separate sheet)*Status defined as:

A = ApprovedP = PendingD = DeniedW = Withdrawn

This Affidavit is given for the purpose of establishing compliance with the provisions ofSection 10.2.B.3 Land Development Regulations; Martin County Code.

FURTHER AFFIANT SAYETH NOT.

AFFIANT

David Ederer, Manager of Verocity, LLC' Manager of Port Mayaca Investments, LLC

c'oANEOFO

The foregoing Disclosure of Interest Affidavit was sworn to, affirmed and subscribed before

me thisk day of V)q 2O†6, by David Ederer, who is personally known to me or

have produced as identification.

r Decem r 18N o

(Notary ."" -

Print Name: (A C ÑA

My Commission Expires: /2 - 4 Q- /F

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Exhibit "A"(Disclosure of Interest and Affidavit)

(Legal Description)

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Exhibit "A"(Disclosure of Interest and Affidavit) INSTR e 2568860 GR BK 2846 PG 2473 REco 04/15/2016 01:51:26 PM

(Legal Description) (12 Pes)CAROLYN TIMMANN MARTIN COUNTY CLERK

DEED DOC 442,001.40, NTG DOC 40.00, INTANGIBLE 40.00

IN THE CIRCUIT COURT IN THE NINETEENTH JUDICIAL CIRCUIT IN

AND FOR MARTIN COUNTY, FLORIDA

CASE NO. 09003548CAAXMXMERCANTIL COMMERCEBANK N A

Plaintiff

VS.

PORT MAYACA PLANTATION LLC , et al.

Defendant

CERTIFICATE OF TITLE

The undersigned, CAROLYN TIMMANN, Clerk of the Circuit Court, certifies that she executed and filed a Certificate ofSale in this action on March 29, 2016 for the property described herein, and that no objections to the sale have been filedwithin the time allowed for filing objections.

The following property in Martin County, Florida:

- SEE ATTACHMENT -

was sold to:PORT MAYACA INVESTMENTS, LLC 9086 Castle Harbour CircleVero Beach. FL 32963

WITNESS my hand and the seal of this Court on

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EXHIBIT "A"LEGAL DESCRITION OF PROPERTY

PORT MAYACA Pl.ANTATION PHASE 1

A PARCEL OF LAND LOCATED IN PORTIONS OF SECTION 27, 28 AND 29, TOWNSHIP 39

SOUTH, RANGE 37 EAST, MARTIN COUNTY, FLORIDA AND BEING MORE

PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHWESTERLY CORNER OF TRACT "G-S", AS SHOWN ON THEPLAT OF "THE WATERWAY EAST", AS RECORDED IN PLAT BOOK 11, PAGE 82, PUBLICRECORDS OF MARTIN COUNTY, FLORIDA; THENCE NORTH 69°10'01"

EAST, ALONG THESOUTHERLY LINE OF SAID TRACT "G-5", A DISTANCE OF 399.89 FEET TO THESOUTHEASTERLY CORNER OF TRACT "G-5"; THENCE ALONG THE EAST LINE OF SAID

PLAT OF "THE WATERWAY EAST", THE FOLLOWING COURSES AND DISTANCES:NORTH 20°54'35" WEST, A DISTANCE OF 4865.18 FEET TO THE BEGINNING OF ACURVE, CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 6,133.48 FEET, THENCENORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A CENTRALANGLE OF 03°02'26", A DISTANCE OF 325.50 FEET TO THE END OF SAID CURVE;THENCE NORTH 23°5TO1"

WEST, A DISTANCE OF 1,192.16 FEET TO THE POINT OF

BEGINNING;

THENCE CONTINUE NORTH 23°57'01"WEST, ALONG THE EAST LINE OF THE

AFORESAID PLAT OF "THE WATERWAY EAST" A DISTANCE OF 2,876.54 FEET TO THENORTHEAST CORNER OF SAID PLAT OF "THE WATERWAY EAST" AND THE

INTERSECTION WITH THE NORTHERLY LINE OF SECTION 29, TOWNSHIP 39 SOUTH,RANGE 37 EAST, MARTIN COUNTY, FLORIDA; THENCE DEPARTING SAID EAST LINEAND RUNNING ALONG SAID NORTHERLY LINE OF SECTION 29, NORTH 89°30'26" EASTA DISTANCE OF 255.38 FEET TO THE NORTHEAST CORNER OF SAID SECTION 29;

THENCE ALONG THE NORTHERLY LINE OF SECTION 28, SOUTH 89°43'46" EAST ADISTANCE OF 5,280.54 FEET TO THE NORTHEAST CORNER OF SAID SECTION 28;

THENCE SOUTH 00°28'09" WEST A DISTANCE OF 75.09 FEET; THENCE SOUTH 89°44'11"

EAST A DISTANCE OF 2,281.41 FEET TO THE BEGINNING OF A CURVE CONCAVE TOTHE SOUTHWEST HAVING A RADIUS OF 2,530.00 FEET; THENCE ALONG THE ARC OF

SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 46°39'13", A DISTANCEOF 2,060.07 FEET TO THE END OF SAID CURVE; THENCE SOUTH 43°05'05" EAST A

DISTANCE OF 520.63 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THESOUTHWEST HAVING A RADIUS OF 1,530.00 FEET; THENCE ALONG THE ARC OF SAIDCURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 53°18'02", A DISTANCE OF

1,423.32 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THESOUTHEAST HAVING A RADIUS OF 1,470.00 FEET; THENCE ALONG THE ARC OF SAIDCURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 10°03'10", A DISTANCE OF257.92 FEET TO THE INTERSECTION WITH A NON-TANGENT LINE; THENCE ALONGSAID NON-TANGENT LINE, NORTH 77°08'54"

WEST, A DISTANCE OF 61.44 FEET TO THEBEGINNING OF A CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 470.00 FEET;THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLEOF 9°53'46", A DISTANCE OF 81.18 FEET TO THE BEGINNING OF A REVERSE CURVE,CONCAVE TO THE NORTH, HAVING A RADIUS OF 3,030.00 FEET; THENCE ALONG THEARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 21°52'42", A

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DISTANCE OF 1,157.00 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TOTHE SOUTH, HAVING A RADIUS OF 2,970.00 FEET; THENCE ALONG THE ARC OF SAID

CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 19°10'09", A DISTANCE OF

993.66 FEET TO THE END OF SAID CURVE; THENCE SOUTH 84°12'34" WEST A

DISTANCE OF 464.30 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHHAVING A RADIUS OF 780.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THERIGHT THROUGH A CENTRAL ANGLE OF 34°45'01", A DISTANCE OF 473.08 FEET TO

THE END OF SAID CURVE; THENCE NORTH61°02'25" WEST A DISTANCE OF 74.66 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 35.00

FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRALANGLE OF 51°45'12", A DISTANCE OF 31.81 FEET TO THE BEGINNING OF A REVERSECURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 70.00 FEET; THENCEALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF112°4T37", A DISTANCE OF 137.80 FEET TO THE INTERSECTION WITH A NON-TANGENTLINE; THENCE ALONG SAID NON-TANGENT LINE, NORTH 90°00'00" WEST A DISTANCEOF 1,131.83 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THENORTHWEST HAVING A RADIUS OF 70.00 FEET; THE CHORD OF WHICH BEARS SOUTH56°23'49"

WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRALANGLE OF 112°4T37", A DISTANCE OF 137.80 FEET TO THE BEGINNING OF A REVERSE

CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 35.00 FEET; THENCE ALONGTHE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 51°45'12", ADISTANCE OF 31.61 FEET TO THE END OF SAID CURVE; THENCE SOUTH 61°02'25"

WEST A DISTANCE OF 74.66 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE

NORTH HAVING A RADIUS OF 780.00 FEET; THENCE ALONG THE ARC OF SAID CURVETO THE RIGHT THROUGH A CENTRAL ANGLE OF 34°45'01", A DISTANCE OF 473.07FEET TO THE END OF SAID CURVE; THENCE NORTH 84°12'34" WEST A DISTANCE OF

464.30 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH HAVING A

RADIUS OF 2,970.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFTTHROUGH A CENTRAL ANGLE OF 19°10'09", A DISTANCE OF 993.66 FEET TO THEBEGINNING OF A REVERSE CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF

3,030.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH A

CENTRAL ANGLE OF 37°59'46", A DISTANCE OF 2,009.36 FEET TO THE BEGINNING OF A

REVERSE CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 470.00 FEET;THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 48°34'04",

A DISTANCE OF 398.40 FEET TO THE END OF SAID CURVE; THENCE SOUTH 66°02'59"

WEST A DISTANCE OF 60.17 FEET TO THE BEGINNING OF A NON-TANGENT CURVECONCAVE TO THE NORTHWEST HAVING A RADIUS OF 90.00 FEET; THE CHORD OF

WHICH BEARS SOUTH 50°59'05"WEST; THENCE ALONG THE ARC OF SAID CURVE TO

THE RIGHT THROUGH A CENTRAL ANGLE OF 110°55'41", A DISTANCE OF 174.25 FEETTO THE BEGINNING OF A REVERSE CURVE CONCAVE TO THE SOUTH HAVING ARADIUS OF 15.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFTTHROUGH A CENTRAL ANGLE OF 41°20'12", A DISTANCE OF 10.82 FEET TO THEBEGINNING OF A REVERSE CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF

265.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH ACENTRAL ANGLE OF 32°34'41", A DISTANCE OF 150.68 FEET TO THE BEGINNING OF AREVERSE CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 140.00 FEET;THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE

OF 24°44'10", A DISTANCE OF 60.44 FEET TO THE BEGINNING OF A REVERSE CURVECONCAVE TO THE NORTH HAVING A RADIUS OF 154.00 FEET; THENCE ALONG THE

ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 56°41'13", A

DISTANCE OF 152.36 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE TO

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THE SOUTH HAVING A RADIUS OF 90.00 FEET; THENCE ALONG THE ARC OF SAID

CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 63°3T55", A DISTANCE OF 99.95

FEET TO THE END OF SAID CURVE; THENCE SOUTH66°00'32" WEST A DISTANCE OF

11.79 FEET TO THE WEST LINE OF TRACT "G-7", AS SHOWN ON THE AFORESAID PLAT

OF "THE WATERWAY EAST", ALSO BEING THE EASTERLY RIGHT-OF-WAY LINE OF U.S.

441 (SW CONNORS HIGHWAY); THENCE NORTH 23°56'37"WEST, ALONG SAID WEST

LlNE OF TRACT "G-7", AND THE EASTERLY RIGHT-OF-WAY LINE OF U.S. 441 (SW

CONNORS HIGHWAY), A DISTANCE OF 69.00 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY LINE AND THE WEST LINE OF TRACT 'G-T, NORTH 66°00'32"

EAST A DISTANCEOF 11.73 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHEASTHAVING A RADIUS OF 159.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE

RIGHT THROUGH A CENTRAL ANGLE OF 18°24'05", A DISTANCE OF 51.07 FEET TO THE

BEGINNING OF A REVERSE CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUSOF 65.00 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A

CENTRAL ANGLE OF 41°14'08", A DISTANCE OF 46.78 FEET TO THE BEGINNING OF A

REVERSE CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 154.00 FEET;

THENCE ALONG THE ARC OF SAfD CURVE TO THE RIGHT THROUGH A CENTRALANGLE OF 89°32'49", A DISTANCE OF 240.68 FEET TO THE BEGINNING OF A

COMPOUND CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 84.00 FEET;

THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRALANGLE OF 6°19'09", A DISTANCE OF 9.26 FEET TO THE BEGINNING OF A REVERSECURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 65.00 FEET; THENCEALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF50°16'49", A DISTANCE OF 57.04 FEET TO THE BEGINNING OF A COMPOUND CURVECONCAVE TO THE NORTHWEST HAVING A RADIUS OF 151.00 FEET; THENCE ALONGTHE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 18°2755", A

DISTANCE OF 48.40 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO

THE NORTHWEST HAVING A RADIUS OF 15.00 FEET; THE CHORD OF WHICH BEARS

NORTH 62°34'25"EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A

CENTRAL ANGLE OF 15°38'35", A DISTANCE OF 4.10 FEET TO THE EAST LINE OF THEAFORESAID PLAT OF "THE WATERWAY EAST" AND THE POINT OF BEGINNING.

TOGETHER WITH:

THAT PORTION OF TRACT G-7, THE WATERWAY EAST, WHICH IS NOT INCLUDEDWITHIN THE LEGAL FOR "PORT MAYACA PLANTATION PHASE 1" ABOVE, ACCORDINGTO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 11, PAGE 82, PUBLICRECORDS OF MARTIN COUNTY, FLORIDA.

PORT MAYACA PLANTATION PHASE 3A

A PARCEL OF LAND LOCATED IN PORTIONS OF SECTIONS 26, 27, 34 AND 35,

TOWNSHIP 39 SOUTH, RANGE 37 EAST, MARTIN COUNTY, FLORIDA AND BEING MORE

PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHWESTERLY CORNER OF TRACT "G-5", AS SHOWN ON THE

PLAT OF "THE WATERWAY EAST", AS RECORDED IN PLAT BOOK 11, PAGE 82, PUBLICRECORDS OF MARTIN COUNTY, FLORIDA; THENCE NORTH 69°10'01"

EAST, ALONG THESOUTHERLY LINE OF SAID TRACT "G-5", A DISTANCE OF 399.89 FEET TO THESOUTHEASTERLY CORNER OF TRACT "G-5"; THENCE ALONG THE EAST LINE OF SAID

PLAT OF "THE WATERWAY EAST", THE FOLLOWING COURSES AND DISTANCES;

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NORTH 20°54'35"WEST, A DISTANCE OF 4,865.18 FEET TO THE BEGINNING OF A

CURVE, CONCAVE TO THE SOUTHWEST. HAVING A RADIUS OF 6,133.48 FEET; THENCENORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A CENTRALANGLE OF 03°02'26", A DISTANCE OF 325.50 FEET TO THE END OF SAID CURVE;THENCE NORTH 23°57'01" WEST, A DISTANCE OF 1,077.58 FEET TO A POINT ON A NON-TANGENT CURVE, CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 265.00 FEET;

THE CHORD OF WHICH BEARS NORTH 66'22'38" EAST, THENCE DEPARTING SAID EAST

LINE OF THE PLAT OF "THE WATERWAY EAST", NORTHEASTERLY ALONG THE ARC OF

SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 02°31'50", A DISTANCE OF

11.70 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE SOUTH,HAVING A RADIUS OF 15.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID

CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 41°20'12", A DISTANCE OF 10.82

FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE NORTHWEST,HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF

SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 110°55'41", A DISTANCE OF

174.25 FEET; THENCE NORTH 86'02'59" EAST, A DISTANCE OF60.17 FEET TO THE

BEGINNING OF A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 470.00 FEET;THENCE EASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A

CENTRAL ANGLE OF48°34'04", A DISTANCE OF 398.40 FEET TO THE BEGINNING OF A

REVERSE CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 3,030.00 FEET;

THENCE EASTERLY ALONG THE ARC OF.SAID CURVE TO THE LEFT, HAVING A

CENTRAL ANGLE OF 37°59'46", A DISTANCE OF 2,009.36 FEET TO THE BEGINNING OF A

REVERSE CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 2,970.00 FEET;

THENCE EASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A

CENTRAL ANGLE OF 19°10'09", A DISTANCE OF 993.66 FEET; THENCE SOUTH 84°12'34"

EAST, A DISTANCE OF 464.30 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THENORTHWEST, HAVING A RADIUS OF 780.00 FEET; THENCE NORTHEASTERLY ALONGTHE ARC OF SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 34°45'01", A

DISTANCE OF 473.07 FEET; THENCE NORTH 61°02'25" EAST, A DISTANCE OF 74.66FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH, HAV1NG A RADIUSOF 35.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT,HAVING A CENTRAL ANGLE OF 51°45'12", A DISTANCE OF 31.61 FEET TO THEBEGINNING OF A REVERSE CURVE CONCAVE TO THE NORTHWEST, HAVING A RAD1US

OF 70.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT,

HAVING A CENTRAL ANGLE OF 112°47'37", A DISTANCE OF 137.80 FEET; THENCENORTH 90°00'00"

EAST, A DISTANCE OF 565.92 FEET TO THE POINT OF BEGINNING:

THENCE CONTINUE NORTH 90°00'00"EAST, A DISTANCE OF 565.92 FEET TO THE

BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A

RADIUS OF 70.00 FEET; THE CHORD OFWHICH BEARS SOUTH 56°23'49"EAST; THENCE

ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 112°4T37", A


THE SOUTH, HAVING A RADIUS OF 35.00 FEET; THENCE EASTERLY ALONG THE ARC

OF SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 51°45'12", A DISTANCEOF 31.61 FEET; THENCE SOUTH 61°02'25"

EAST, A DISTANCE OF 74.66 FEET TO THEBEGINNING OF A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 780.00

FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT,HAVING A CENTRAL ANGLE OF 34°45'01", A DISTANCE OF 473.07 FEET; THENCE NORTH84°12'34".EAST, A DISTANCE OF 464.30 FEET TO THE BEGINNING OF A CURVECONCAVE TO THE SOUTH, HAVING A RADIUS OF 2,970.00 FEET; THENCE EASTERLYALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF

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19°10'09", A DISTANCE OF 993.66 FEET TO THE BEGINNING OF A REVERSE CURVE

CONCAVE TO THE NORTH, HAVING A RADIUS OF 3,030.00 FEET; THENCE EASTERLY

ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF21°52'42", A DISTANCE OF 1,157.00 FEET TO THE BEGINNING OF A REVERSE CURVE

CONCAVE TO THE SOUTH, HAVING A RADIUS OF 470.00 FEET; THENCE EASTERLY

ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF09°53'46", A DISTANCE OF 81.18 FEET; THENCE SOUTH 77°08'54"

EAST, A DISTANCE OF

i 61.44 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE

NORTHEAST HAVING A RADIUS OF 1,470.00 FEET; THE CHORD OF WHICH BEARS

SOUTH 13°31'55" EAST; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT,

THROUGH A CENTRAL ANGLE OF 27°23'24", A DISTANCE OF 702.73 FEET, THENCESOUTH 27°13'37" EAST, A DISTANCE OF 1,433.21 FEET TO THE BEGINNING OF A CURVE

CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 4,467.00 FEET; THENCESOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A

CENTRAL ANGLE OF 07°48'00", A DISTANCE OF 608.12 FEET; THENCE SOUTH 89°3T10"

WEST, A DISTANCE OF 621.91 FEET TO THE BEGINNING OF A CURVE CONCAVE TO

THE NORTH, HAVING A RADIUS OF 3,030.00 FEET; THENCE WESTERLY ALONG THE

ARC OF SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 07°21'15", A


THE SOUTH, HAVING A RADIUS OF 2,970.00 FEET; THENCE WESTERLY ALONG THEARC OF SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 18°08'16", A

DISTANCE OF 940.19.FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE TO

THE NORTH, HAVING A RADIUS OF 3,030.00 FEET; THENCE WESTERLY ALONG THE

ARC OF SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 18°39'35", A


THE SOUTH, HAVING A RADIUS OF 2,970.00 FEET; THENCE WESTERLY ALONG THE

ARC OF SAID CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 07°52'34"A

DISTANCE OF 408.26 FEET; THENCE SOUTH 89°37'10" WEST, A DISTANCE OF 971.21

FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUSOF 35.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE

LEFT, HAVING A CENTRAL ANGLE OF 51°45'12", A DISTANCE OF 31.61 FEET TO THEBEGINNING OF A REVERSE CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF

70.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT,HAVING A CENTRAL ANGLE OF 141°56'39", A DISTANCE OF 173.42 FEET; THENCESOUTH 89°58'59" WEST, A DISTANCE OF 234.79 FEET; THENCE NORTH 13°4T41" WEST,

A DISTANCE OF 1,340.94 FEET; THENCE NORTH 00°00'00"EAST, A DISTANCE OF

1,478.40 FEET TO THE POINT OF BEGINNING.

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CONTRACT FOR CONSTRUCTION OF REQUIRED IMPROVEMENTS

AND INFRASTRUCTURE FOR

PORT MAYACA PLANTATION PHASE 1

__________________________________________________________________

THIS CONTRACT, made and entered into this 31st day of May, 2016, by and

between Port Mayaca Investments, LLC, hereinafter referred to as PMI, and Martin

County, a political subdivision of the State of Florida, hereinafter referred to as County.

W I T N E S S E T H:

WHEREAS, upon obtaining plat approval for Port Mayaca Plantation Phase 1, on

February 26, 2008, Port Mayaca Plantation, LLC, entered into a Contract for

Construction of Required Improvements with Martin County which established a

completion of February 26, 2010, for the required improvements; and

WHEREAS, pursuant to an Amendment to Contract for Construction of Required

Improvements and Infrastructure and a Second Amendment to Contract for Required

Improvements and Infrastructure for Port Mayaca Plantation Phase 1, the completion

date for the required improvements was extended until January 8, 2015; and

WHEREAS, as a result of a Confidential Settlement Agreement between Port

Mayaca Plantation, LLC and Mercantil Commercebank, N.A that resulted in an agreed

upon foreclosure sale, as of April 11, 2016, Port Mayaca Investments, LLC, (PMI) is the

owner of the property encompassing Port Mayaca Plantation Phase 1; and

WHEREAS, in addition to the foreclosure action, a voluntary petition for

bankruptcy was filed on May 9, 2014, with the United States Bankruptcy Court, Southern

District of Florida; and

WHEREAS, one of the assets of the bankruptcy estate was a 47.5% membership

interest in Port Mayaca Plantation, LLC, owned by the managing member of Port Mayaca

Plantation, LLC; and

WHEREAS, the filing of the petition for bankruptcy necessitated a stay of

activities related to Port Mayaca Plantation Phase 1 and accordingly, a tolling of the

timetable for development as well as the timetable for completion of the required

infrastructure; and

WHEREAS, PMI would like to complete the infrastructure improvements for Port

Mayaca Plantation Phase 1 and in support of the request, has offered to post a cash bond

to insure the completion of the required improvements as well as payment of $95,000 for

the litigation costs incurred by the County in reference to the foreclosure case between

Port Mayaca Plantation, LLC and Mercantil Commercebank, N.A.; and

WHEREAS, it is necessary to address the prior Contract for Construction of

Required Improvements and amendments thereto regarding Port Mayaca Plantation

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Phase 1.

NOW THEREFORE, PMI and County agree as follows:

1. The Contract for Construction of Required Improvements, Amendment to

Contract for Construction of Required Improvements and Infrastructure and Second

Amendment to Contract for Required Improvements and Infrastructure for Port Mayaca

Plantation Phase 1 by and between Martin County and Port Mayaca Plantation, LLC are

hereby rescinded and deemed null and void.

2. By ____________________, PMI shall complete the required improvements and

infrastructure for the Port Mayaca Plantation Phase 1 project pursuant to the final site

plan approved on January 8, 2010, and construction plans accepted by the County

Engineer or his designee, hereinafter referred to as the County Engineer. The itemized

list of required improvements and infrastructure is more particularly set forth in Exhibit

A, attached hereto and made a part hereof.

3. PMI shall supply the County with security in the form of a cash bond in the

amount of $1,247,844.55. Said security represents one hundred percent (100%) of the

estimated cost of the completion of the required improvements and infrastructure as

submitted by a professional engineer licensed in the State of Florida and accepted by the

County Engineer and as shown on Exhibit A. The expiration date for any security

provided shall be no sooner than fifteen (15) months after the completion date for the

required improvements as set forth in Paragraph 2 above, which is comprised of the

warranty period plus three months.

4. The required improvements and infrastructure shall be constructed in full

compliance with the specifications and requirements of the County under the supervision

of PMI's Engineer. When complete, PMI’s Engineer shall furnish an Engineer’s

Certification of Construction Completion to the County Engineer for acceptance.

5. Release of Security

a. Upon receipt of the Engineer’s Certification of Construction Completion and a

request to release up to ninety percent (90%) of the posted security, the

County Engineer will perform a site acceptance inspection of the constructed

improvements and infrastructure with the PMI’s Engineer. Should it be

determined that all improvements and infrastructure are complete and

acceptable to the County Engineer, up to ninety percent (90%) of the posted

security shall be released accordingly. At the request of the PMI’s Engineer

in the form of a reduction schedule, partial releases may be authorized by the

County Engineer up to ninety percent (90%) of the posted security as work is

completed and accepted. The remaining ten percent (10%) shall be held as

warranty security.

b. In the event PMI’s Engineer and the County Engineer agree that certain

“punchlist” items remain outstanding, one-hundred (100%) of the value of

said “punchlist” items shall be added to the ten percent (10%) and included as

warranty security.

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c. The warranty security shall be held for the additional fifteen (15) months

from the date of the site acceptance by the County Engineer, at which time

the PMI’s Engineer shall request its release and the County Engineer will

perform a final inspection. If all improvements and infrastructure, including

“punchlist” items, are free of defects due to faulty field engineering,

construction, workmanship, or materials, the warranty security shall be

released by the County Engineer.

6. In the event the required improvements and infrastructure are not completed

by the date set forth in Paragraph 2, County shall have, and is hereby granted, the right

to cause the required improvements and infrastructure to be made and to use the security

provided herewith for payment of all costs and expenses incurred in the construction

thereof, including but not limited to, engineering, legal, and contingent costs.

Furthermore, it is agreed by the parties hereto that County shall be reimbursed from the

security provided for any damages, either direct or consequential, which the County may

sustain as a result of the failure of PMI to carry out and execute all of the provisions of

this Contract. County shall have the option to construct and install the required

improvements with County employees and equipment, or pursuant to public

advertisement and receipt of bids, in the event of PMI’s failure or refusal to do so in

accordance with the terms of this Contract. In the event that the total costs incurred in

construction and full completion of the improvements exceeds the amount of security

provided, such additional costs shall be paid by PMI on written demand by the County

Engineer.

7. PMI designates the following person as its representative to be contacted and

to receive all notices regarding this Contract:

David Ederer, Manager of Verocity, LLC

Manager of Port Mayaca Investments, LLC

9086 Castle Harbour Circle, Vero Beach, FL 32963

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IN WITNESS WHEREOF, the parties hereto have executed these presents on the

dates indicated below. The date of this Contract shall be the date on which this Contract

was approved by the Board of County Commissioners.

COUNTY

ATTEST: BOARD OF COUNTY COMMISSIONERS

MARTIN COUNTY, FLORIDA

_________________________________ ________________________________________

Carolyn Timmann, Clerk of the Circuit Anne Scott, Chair

Court and Comptroller

APPROVED AS TO FORM AND

LEGAL SUFFICIENCY

________________________________________

Michael D. Durham

County Attorney

OWNER

WITNESSES: Port Mayaca Investments, LLC

________________________________

Name _______________________________ ________________________________

David Ederer, Manager of Verocity, LLC

_____________________________________ Manager of Port Mayaca Investments

9086 Castle Harbour Circle

Name _______________________________ Vero Beach, FL 32963

Date: ___________________________

STATE OF ___________________ ]

COUNTY OF _________________ ]

I hereby certify that on this day, before me, an officer duly authorized in the aforesaid State and

County to take acknowledgments, personally appeared ___________________________, to me known to be the

persons described herein and who executed the foregoing Contract for Required Improvements and

Infrastructure and acknowledged before me that he executed same. Witness my hand and official seal in the

County and State last aforesaid this _____ day of _______________, 20___.

NOTARY PUBLIC

[NOTARY STAMP] _________________________________

Name: __________________________

My Commission Expires: _________

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Page 1 of 3

LIMITED MUTUAL GENERAL RELEASE

KNOW ALL MEN BY THESE PRESENTS:

THAT, Martin County, a political subdivision of the State of Florida, on behalf of itself, its successors and assigns (referred to herein as “First Party”), and Mercantil Commercebank, N.A., a national banking association, and its parents, subsidiaries, affiliates, and each of their respective officers, directors, agents, employees, insurers, predecessors, successors, assigns and attorneys, (referred to herein as “Second Party”), for and consideration of the mutual release of the claims described herein which is hereby acknowledged,

First Party and Second Party do hereby remise, release, acquit, satisfy, and forever discharge each other, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, whether known or unknown, matured or unmatured(collectively, “Claims”), which Claims either party ever had, now has, or may have, or which any personal or legal representative, successor, heir or assign of said party hereafter can, shall or may have, against the other party, whether known or unknown, matured or unmatured, fixed or contingent, from the beginning of the world to the date hereof but limited to and related to any Claims arising from (i) that certain Security Pledge of LIP Account dated April 24, 2008, (ii) that certain Contract for Construction of Required Improvements between Port Mayaca Plantation, LLC, and First Party, and/or (iii) that certain action styled Mercantil Commercebank, N.A. v. Port Mayaca Plantation, LLC, et al. in the Circuit Court of the 19th Judicial Circuit in and for Martin County, Florida, Case No. 09-3548 CA (the “Litigation”).

The items referred to in the foregoing paragraph shall be referred to herein as the “Released Matters.”

First Party and Second Party acknowledge, understand, and agree that this Release describes disputed claims and does not represent an admission of liability or fault of either party.

This Release shall be binding on all successors or assigns of First Party and Second Party.

First Party and Second Party represent and warrant the following:

1. It has the full authority to execute and deliver this Release.

2. It has not pledged, hypothecated, transferred, assigned or otherwise encumbered any of the Released Matters.

3. It is not acting under duress or as a result of any mistake.

4. By executing this Release, it does not rely on any inducements, promises or representations made by other party.

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MUTUAL GENERAL RELEASEby and among Martin Countyand Mercantil Commercebank, N.A.

{5970989:}

Page 2 of 3

5. It has had a full and complete opportunity to evaluate and investigate all claims against it, and it intends, by virtue of executing this Release, to forever release and settle all Released Matters.

6. No civil, criminal or administrative complaint has been filed by it against the other partywith any federal, state or local governmental body, agency or instrumentality, regarding any violation of any contract, rule, statute or regulation, other than the Litigation.

7. It hereby additionally covenants not to sue the other party or to file any complaint of any kind whatsoever with any federal, state or local governmental body, agency or instrumentality, arising out of or in any way relating to any of the Released Matters, including, but not limited to, any action for contribution, indemnity or for any other reason associated with the Released Matters.

8. It has read this Release and has had all provisions explained to it by its attorney at law prior to the execution of this Release.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _____ day of __________________, 2016.

Witnesses: BOARD OF COUNTY COMMISSIONERSMARTIN COUNTY, FLORIDA

By:

Its: _____________________________

APPROVED AS TO LEGAL FORM AND CORRECTNESS:

By:_____________________________________

Its:______________________________________

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MUTUAL GENERAL RELEASEby and among Martin Countyand Mercantil Commercebank, N.A.

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Page 3 of 3

Witnesses: MERCANTIL COMMERCEBANK, N.A. a National Banking Association

By:

Its: _____________________________

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