Mcafee Indemnification Agreement by mtb29869

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									                                                                           DRAFT 5/26/06

                   LAND TRADE AGREEMENT
                          BETWEEN
     DUVAL COUNTY SCHOOL BOARD AND GREAT MEADOWS I, LLC


THIS LAND TRADE AGREEMENT (this “Agreement”) is made and entered into this
______ day of ______________, 2006 (the “Effective Date”) by and between the Duval
County School Board, a body politic and corporate (“DCSB”), and Great Meadows I,
LLC, a Florida limited liability company (“Meadows”).

                                       RECITALS

WHEREAS DCSB currently owns approximately 72.12 acres of land in Duval County,
Florida, which is depicted on Exhibit A attached hereto (the “DCSB Land”);

WHEREAS Meadows holds fee simple title to approximately 63.36 acres of land located in
Duval County, Florida, which is depicted on Exhibit B attached hereto (the “Meadows
Land”);

WHEREAS DCSB finds it to be in its best interest to acquire the Meadows Land for school
facilities;

WHEREAS Meadows desires to acquire the DCSB Land for the development of residential
units and ancillary related improvements; and

WHEREAS DCSB shall retain and not convey to Meadows certain land adjacent to the
DCSB Land as depicted on Exhibit C attached hereto (the “DCSB Remaining Land”).

NOW THEREFORE in consideration of the mutuality of the covenants and agreements
herein contained, the parties hereto mutually covenant and agree with each other as follows:

        1.     Recitals. The recitals set forth above are true and correct and incorporated
herein by reference.

        2.      Land Trade. In accordance with the terms and conditions of this Agreement,
Meadows shall transfer fee simple title to the Meadows Land to DCSB and in exchange
DCSB agrees to transfer fee simple title to the DCSB Land to Meadows. The DCSB Land
and the Meadows Land shall be transferred together with such improvements, development
rights, timber, mineral rights, permits, appurtenances, rights, easements, rights of way,
tenements and hereditaments as may be incident to the ownership of the respective parcels.
The Meadows Land and the DCSB Land are sometimes referred to collectively as the
“Respective Parcels” throughout this Agreement.
        3.      Easement Rights. DCSB shall convey to Meadows an easement for
ingress/egress and utilities on, over, across and under that portion of the DCSB Remaining
Land described in Exhibit D attached hereto (the “Easement Land”) in accordance with the
terms and conditions of this Agreement. The easement set forth in this Section 3 shall be
referred to as the “Easement”.

         4.      Consideration. Meadows and DCSB acknowledge that the value of the
DCSB Land is approximately One Million Seven Hundred Thousand Dollars ($1,700,000)
and the value of the Meadows Land is approximately One Million Seven Hundred Fifty-
Seven Thousand Dollars ($1,757,000). The consideration for the transfer of the Meadows
Land shall be (i) the simultaneous transfer of the DCSB Land, and (ii) the conveyance of the
Easement. The consideration for the transfer of the DCSB Land shall be (i) the simultaneous
transfer of the Meadows Land, (ii) the agreement by Meadows to provide water and sewer
facilities as set forth in Sections 15 and 16, (iii) the release by Meadows and its affiliated
entities of existing easements on the DCSB Remaining Land, and (iv) the agreement by
Meadows to allow the DCSB to use a portion of the DCSB Land pursuant to the License
Agreement referenced in Section 10. The parties acknowledge and agree that any additional
consideration over and above the value of the Respective Parcels shall be considered as a
donation to the acquiring party.

       5.      Survey and Title Matters.

                (a)     Survey. Within thirty (30) days of the Effective Date of this
Agreement, Meadows shall deliver a current boundary survey of the Meadows Land to the
DCSB (the “Meadows Land Survey”) and obtain a current boundary survey of the DCSB
Land (the “DCSB Land Survey”) and the Easement Land (the “Easement Land Survey”).
(The Meadows Land Survey, DCSB Land Survey and Easement Land Survey shall be
collectively referred to as the “Surveys”). The Surveys shall (i) depict the location of any
improvements and easements located on or benefiting the Respective Parcels and Easement
Land; (ii) depict the location of any flood planes, wetlands, flood easements or similar
predesignated areas and the number of acres of each; (iii) depict the location of all trees and
identify the species and size; and (iv) be prepared by a land surveyor licensed in the State of
Florida in compliance with Chapter 472, Florida Statutes, certified as meeting or exceeding
the minimum technical standards for land surveying as established pursuant to Chapter
21HH-6, Florida Administrative Code. The Surveys shall be certified to DCSB, Meadows,
DCSB’s agent for the Title Insurer, Meadows’ agent for the Title Insurer, and the Title
Insurer. The legal descriptions provided in the Surveys, once approved by Meadows, DCSB
and the Title Insurer shall control for all purposes under this Agreement. Meadows shall also
deliver to DCSB a current boundary survey of the DCSB Remaining Land within thirty (30)
days of the Effective Date of this Agreement. The survey shall comply with (i), (ii), (iii) and
(iv) above and shall be certified to the DCSB. The Meadows Land Survey shall state that the
Meadows Land is contiguous with the DCSB Remaining Land without intervening gaps or
gores. The Surveys and the survey of the DCSB Remaining Land shall be provided on
electronic disc. The Surveys and survey of the DCSB Remaining Land shall be dated within
ninety (90) days prior to the Closing.
                (b)      Title Insurance. Within thirty (30) days of the Effective Date of this
Agreement, Meadows shall deliver a title commitment for the Meadows Land to the DCSB
in the insured amount of $1,757,000 (the “Meadows Land Commitment”) and shall obtain a
title commitment for the DCSB Land and Easement in the Easement Land in the insured
amount of $1,700,000 (the “DCSB Land Commitment” and collectively with the Meadows
Land Commitment, the “Title Commitments”). The Title Commitments shall be delivered
together with copies of all exceptions referred to therein. The Meadows Land Commitment
shall be issued by Timothy A. Burleigh, P.A., as title agent for a licensed title insurance
company and the DCSB Land Commitment shall be issued by Driver, McAfee, Griggs &
Peek, P.L., as title agent for a licensed title insurance company (collectively, the title
insurance companies shall be referred to as the “Title Insurer”). The Title Commitments
shall commit to insure the fee simple title to the Respective Parcels subject only to liens for
current taxes and assessments, except for the Meadows Land pursuant to the provisions of
Section 10 hereafter, which are not yet due and payable and such other exceptions referred to
in the Title Commitments, if any, that are acceptable to the respective purchasing party. The
DCSB Land Commitment shall also insure the Easement in the Easement Land subject to
liens for current taxes and assessments and such other exceptions set forth in the DCSB Land
Commitment encumbering the Easement Land, that are acceptable to Meadows.

                  (c)     Defects in Title and Survey. If the Title Commitments or Surveys
disclose any defects in title or other matters which are not acceptable to the respective
purchasing party, then the objecting party shall deliver written notice to the receiving party
within twenty (20) days after the receipt of the last of the Title Commitment and the Survey.
If the receiving party is unwilling or unsuccessful in removing the defects or other matters
within forty-five (45) days then the objecting party shall have the option to either: (a) accept
the title as it then is with no change to the consideration, (b) extend the amount of time that
receiving party has to cure the defects, or (d) terminate this Agreement, thereupon releasing
DCSB and Meadows from all further obligations under this Agreement which do not
specifically survive termination.

       6.      No Representations or Warranties; Acceptance of Property As Is.

                 (a)     Land Conveyed As Is. Except as otherwise specifically set forth
herein, it is understood and agreed that all parties hereto disclaim all warranties or
representations of any kind or character, express or implied, with respect to the Respective
Parcels and Easement Land, including but not limited to, warranties or representations as to
matters of title, zoning, tax consequences, physical or environmental conditions, availability
of access, ingress or egress, land value, operating history, government approvals,
governmental regulations or any other matter or thing relating to or affecting the Respective
Parcels and Easement Land. Meadows and DCSB represent that they are knowledgeable
buyers of real estate and that they are relying solely on their own expertise and that of their
consultants, and that both parties have conducted or will conduct, prior to Closing, such
inspections and investigations of the Respective Parcels and Easement Land, including, but
not limited to, the physical and environmental conditions thereof, and shall rely upon same,
and upon closing, shall assume the risk that adverse matters, including, but not limited to,
adverse physical and environmental conditions, including the existence in or on the
Respective Parcels and Easement Land of Hazardous Materials (as defined below), that may
not have been revealed by inspections and investigations. Both parties acknowledge and
agree that upon closing the Respective Parcels and Easement shall be conveyed “as is, where
is”, with all faults, and there are no oral agreements, warranties or representations collateral
to or affecting the land by any of the parties hereto (except as set forth herein). The terms
and conditions of this Section 6 shall expressly survive the Closing and not merge therein.

                (b)    Hazardous Materials. “Hazardous Materials” shall mean any
substance which is or contains (i) any “hazardous substance” as now or hereafter defined in
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended (42 U.S.C. §9601 et seq.) (“CERCLA”) or any regulations promulgated under or
pursuant to CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the
Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.) (“RCRA”) or regulations
promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic
Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other
petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form,
whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas, and (viii)
any additional substances or materials which are now or hereafter classified or considered to
be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the
common law, or any other applicable laws relating to the Respective Parcels or Easement
Land. Hazardous Materials shall include, without limitation, any substance, the presence of
which on the Respective Parcels or Easement Land, (A) requires reporting, investigation or
remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance
on the Respective Parcels, Easement Land or adjacent property or poses or threatens to pose
a hazard to the health or safety of persons on the Respective Parcels, Easement Land or
adjacent property; or (C) which, if it emanated or migrated from the Respective Parcels, or
Easement Land, could constitute a trespass.

                (c)     Environmental Requirements. Environmental Requirements shall
mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders,
and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the
states, the counties, the cities, or any other political subdivisions in which the Respective
Parcels are located, and any other political subdivision, agency or instrumentality exercising
jurisdiction over the owner of the Respective Parcels and Easement Land, the Respective
Parcels and Easement Land, or the use of the Respective Parcels and Easement Land, relating
to pollution, the protection or regulation of human health, natural resources, or the
environment, or the emission, discharge, release or threatened release of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous
Materials into the environment (including, without limitation, ambient air, surface water,
ground water or land or soil).

                (d)   Indemnity. Meadows hereby expressly acknowledges that from and
after the Closing, Meadows shall be responsible and liable for the proper maintenance and
handling of any and all Hazardous Materials, if any, located in or on the DCSB Land in
accordance with all Environmental Requirements. Furthermore, from and after Closing,
Meadows shall indemnify and hold DCSB harmless from and against any and all claims,
costs, damages, or other liability, including attorney’s fees, incurred by DCSB as a result of
any Hazardous Materials being located now or previously on the DCSB Land or as a result of
Meadow’s proper maintenance and handling of any and all Hazardous Materials, if any
located in or on the DCSB Land. This Indemnification shall survive the Closing of this
Agreement. DCSB hereby expressly acknowledges that from and after the Closing, DCSB
shall be responsible and liable for the proper maintenance and handling of any and all
Hazardous Materials, if any, located in or on the Meadows Land in accordance with all
Environmental Requirements. Furthermore, from and after Closing, DCSB shall, subject to
the limitations and provisions of Section 768.28, Florida Statutes (which provisions are not
expanded, altered or waived), indemnify and hold Meadows harmless from and against any
and all claims, costs, damages, or other liability, including attorney’s fees, incurred by
Meadows as a result of any Hazardous Materials being located now or previously on the
Meadows Land or as a result of DCSB’s proper maintenance and handling of any and all
Hazardous Materials, if any, located in or on the Meadows Land. This Indemnification shall
survive the Closing of this Agreement.

                 (e)     Release. Meadows, on behalf of itself and its heirs, successors and
assigns hereby waives, releases, acquits and forever discharges DCSB, its officers,
employees, agents, attorneys, representatives, and any other persons acting on behalf of
DCSB and the successors and assigns of any of the preceding, of and from any and all
claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation
whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Meadows
or any of its heirs, successors or assigns now has or which may arise in the future on account
of or in any way related to or in connection with any past, present, or future physical
characteristic or condition of the DCSB Land and Easement Land, including, without
limitation, any Hazardous Materials in, at, on, under or related to the DCSB Land or
Easement Land, or any violation or potential violation of any Environmental Requirement
applicable thereto. Notwithstanding anything to the contrary set forth herein, this release
shall survive the Closing. DCSB, on behalf of itself and its heirs, successors and assigns
hereby waives, releases, acquits and forever discharges Meadows, its officers, employees,
agents, attorneys, representatives, and any other persons acting on behalf of Meadows and the
successors and assigns of any of the preceding, of and from any and all claims, actions,
causes of action, demands, rights, damages, costs, expenses or compensation whatsoever,
direct or indirect, known or unknown, foreseen or unforeseen, which DCSB or any of its
heirs, successors or assigns now has or which may arise in the future on account of or in any
way related to or in connection with any past, present, or future physical characteristic or
condition of the Meadows Land, including, without limitation, any Hazardous Materials in,
at, on, under or related to the Meadows Land, or any violation or potential violation of any
Environmental Requirement applicable thereto. Notwithstanding anything to the contrary set
forth herein, this release shall survive the Closing.
       7.     Testing and Inspection. Prior to Closing, Meadows may investigate the
DCSB Land and Easement Land to determine whether it is suitable for Meadows’ intended
use and the DCSB may investigate the Meadows Land to determine whether it is suitable for
the DCSB’s intended use (the “Inspection Period”).

               (a)      Meadows Inspections. Meadows may enter upon the DCSB Land and
Easement Land to conduct audits, studies, tests and inspections, including but not limited to
Phase I and Phase II environmental site assessments, to determine the suitability of the DCSB
Land and Easement Land for the uses intended, all at Meadows’ expense. Prior to making
any entry upon the DCSB Land or Easement Land, Meadows will cause such third party
contractors to deliver to DCSB an insurance certificate naming DCSB as the certificate
holder, evidencing a minimum of $1,000,000.00 of comprehensive general liability insurance
and naming DCSB as additional insured thereunder. Meadows will restore the surface of the
DCSB Land and Easement Land to substantially its same condition after making such tests.
Meadows will indemnify and hold the DCSB harmless from all cost and expense, claims and
damages, both mechanic’ liens or tort, or otherwise, including reasonable attorneys’ fees,
resulting from Meadows’ inspection of the DCSB Land and Easement Land. If Meadows
determines, in its sole discretion, that the DCSB Land or Easement Land is not acceptable,
Meadows shall have the right to terminate this Agreement, thereupon releasing DCSB and
Meadows from all further obligations under this Agreement which do not specifically survive
termination. The indemnity set forth in this paragraph shall survive termination of this
Agreement or Closing.

               (b)      DCSB Inspections. DCSB may enter upon the Meadows Land to
conduct audits, studies, tests and inspections, including but not limited to Phase I and Phase
II environmental site assessments, to determine the suitability of the Meadows Land for the
uses intended, all at the DCSB’s expense. In the event that the DCSB elects to use third
party contractors, other than the DCSB and its departments, to perform any of its
investigations hereunder, then prior to making any entry upon the Meadows Land, DCSB
will cause such third party contractors to deliver to Meadows an insurance certificate naming
Meadows as the certificate holder, evidencing a minimum of $1,000,000.00 of
comprehensive general liability insurance and naming Meadows as additional insured
thereunder. DCSB will restore the surface of the Meadows Land to substantially its same
condition after making such tests. Subject to the limitations and provisions of Section
768.28, Florida Statutes (which provisions are not expanded, altered, or waived), DCSB will
indemnify and hold Meadows harmless from all cost and expense, claims and damages, both
mechanics’ liens or tort, or otherwise, including reasonable attorneys’ fees, resulting from the
DCSB’s inspection of the Meadows Land. If DCSB determines, in its sole discretion, that
the Meadows Land is not acceptable, DCSB shall have the right to terminate this Agreement,
thereupon releasing DCSB and Meadows from all further obligations under this Agreement
which do not specifically survive termination. The indemnity set forth in this paragraph shall
survive the termination of this Agreement or Closing.

       8.      DCSB Approval. This Agreement is expressly conditioned upon the
approval of the Agreement and authorization for the transactions contemplated herein by the
Duval County School Board. In the event such approval is not obtained by July 1, 2006,
either party may terminate this Agreement and the parties shall be relieved of all further
obligations under this Agreement which do not specifically survive its termination.

        9.     Release. At Closing, Meadows shall release and obtain releases of any and all
easements held by it or affiliated entities encumbering the DCSB Remaining Land, including
but not limited to the 60’ ingress/egress easement and 30’ ingress/ingress easement.

       10.      License. At Closing, DCSB and Meadows shall enter into a license
agreement allowing DCSB to occupy the proshop/clubhouse building on adjacent lands
owned by Meadows for on-site construction offices. The license agreement shall be in
substantially the form attached as Exhibit E.

       11      Conditions Precedent to Closing.

              (a)  Meadows Conditions. Prior to Closing, the following conditions must
be waived by Meadows or satisfied:

                      (i)     Any matters set forth in the DCSB Land Commitment or
                              shown on the DCSB Land Survey or the Easement Land
                              Survey that are objected to by Meadows must be deleted,
                              removed or mitigated to the satisfaction of Meadows pursuant
                              to the provisions of Section 5(c) above. Any exceptions in
                              the DCSB Land Commitment or DCSB Land Survey or
                              Easement Land Survey matters which are not objected to shall
                              be deemed Permitted Encumbrances.

                      (ii)    Meadows shall be satisfied that the DCSB Land and
                              Easement Land is suitable for Meadows’ intended use of the
                              DCSB Land and Easement Land.

            (b)     DCSB Conditions. Prior to Closing, the following conditions must be
waived by DCSB or satisfied:

                      (i)     Any matters set forth in the Meadows Land Commitment or
                              shown on the Meadows Land Survey that are objected to by
                              the DCSB must be deleted, removed or mitigated to the
                              satisfaction of the DCSB pursuant to the provisions of Section
                              5(c) above. Any exceptions in the Meadows Land
                              Commitment or Meadows Land Survey matters which are not
                              objected to shall be deemed Permitted Encumbrances.

                      (ii)    DCSB shall be satisfied that the Meadows Land is suitable for
                              DCSB’s intended use of the Meadows Land.
                        (iii)   The approval of the execution of this Agreement and
                                authorizing the transactions contemplated herein by the Board
                                of the DCSB.

        12.      Closing. Once all of the conditions precedent stated in Section 11 of this
Agreement have been satisfied, the closing of the transaction contemplated by this
Agreement (the “Closing”) shall take place at a date, time and place mutually agreed to by
the parties, but no earlier than ten (10) days after both parties receive and approve any and all
documents to be executed and delivered in connection with this transaction. In the event the
Closing has not occurred by July 1, 2006, either DCSB or Meadows may terminate this
Agreement and the parties shall be relieved of all further obligations under this Agreement
which do not specifically survive termination.

                (a)     Closing Documents. The following documents shall be delivered at
the Closing.

                        (i)     Meadows shall deliver to DCSB a special warranty deed in
                                substantially the form set forth in Exhibit F, attached hereto,
                                deeding fee simple title to the Meadows Land to DCSB.

                        (ii)    DCSB shall deliver to Meadows a special warranty deed in
                                substantially the form set forth in Exhibit G, attached hereto,
                                deeding fee simple title to the DCSB Land to Meadows.

                        (iii)   Meadows shall execute and deliver an owner’s and non-
                                foreign affidavit in substantially the form set forth in Exhibit
                                H attached hereto.

                        (iv)    DCSB shall execute and deliver an owner’s and non-foreign
                                affidavit in substantially the form set forth in Exhibit I
                                attached hereto.

                        (v)     Meadows shall execute and deliver a beneficial interest
                                affidavit and disclosure statement as required by Sections
                                286.23, 375.031(1) and 380.08(2), Florida Statutes, in
                                substantially the form attached hereto as Exhibit J.

                        (vi)    A marked version of the Meadows Land Commitment in
                                accordance with Section 11(b)(i) of this Agreement.

                        (vii)   A marked version of the DCSB Land Commitment in
                                accordance with Section 11(a)(i) of this Agreement.
(viii) Meadows and DCSB shall execute closing statements
       showing the allocation and payment of Closing Costs
       pursuant to Section 13 and Section 14 of this Agreement.

(ix)    Meadows shall execute and deliver an affidavit of
        Compliance with Federal Regulations as published in Federal
        Register Volume 38, No. 24, dated February 6, 1973 in
        substantially the form attached hereto as Exhibit K.

(x)     The parties shall execute the License Agreement in
        substantially the form attached hereto as Exhibit E.

(xi)    Meadows shall execute and deliver and have its affiliated
        entities execute and deliver a release of easement in form
        acceptable to DCSB and the Title Insurer releasing and
        terminating all easements held by Meadows and any affiliated
        entity encumbering the DCSB Remaining Land.

(xii)   DCSB and Meadows shall execute an Easement Agreement in
        substantially the form set forth in Exhibit L attached hereto
        conveying the Easement to Meadows.

(xiii) Meadows shall execute and deliver a survey affidavit in
       substantially the form attached hereto as Exhibit M.

(xiv)   DCSB shall execute and deliver a survey affidavit in
        substantially the form attached hereto as Exhibit N.

(xv)    Meadows and DCSB shall execute the Agreement Regarding
        Utilities in substantially the form attached hereto as Exhibit
        O.

(xvi)   Meadows shall deliver to DCSB the Letter of Credit as set
        forth in the Agreement Regarding Utilities.

(xvii) Meadows shall deliver to DCSB an affidavit from the
       surveyor who performed the Meadows Land Survey in form
       acceptable to DCSB and the Title Insurer stating that the
       Meadows Land is contiguous with the DCSB Remaining
       Land without intervening gaps or gores.

(xviii) Any and all other documentation as may be reasonably
        required to consummate the transaction contemplated in this
        Agreement.
       13.     Closing Costs.

                 (a)    Meadows Closing Costs. At or prior to Closing, Meadows shall pay
for the cost of (i) the Surveys and the survey of the DCSB Remaining Land, (ii) the title
search and owner’s title policy issued pursuant to the DCSB Land Commitment, (iii) the
documentary stamp tax required on the special warranty deed of the DCSB Land, the special
warranty deed of the Meadows Land, the Easement Agreement, Agreement Regarding
Utilities, and the release(s) of easement, (iv) recording the special warranty deed of the
DCSB Land, the Easement Agreement, release(s) of easement, and Agreement Regarding
Utilities; (v) environmental audits obtained by Meadows of the DCSB Land and Easement
Land, and (vi) its own attorney’s fees.

                 (b)       DCSB Closing Costs. At or prior to closing, the DCSB shall pay for
the cost of (i) the title search and owner’s title policy issued pursuant to the Meadows Land
Commitment, (ii) recording the special warranty deed of the Meadows Land, (iii)
environmental audits obtained by DCSB of the Meadows Land, and (iv) its own attorney’s
fees.

        14.     Tax Proration. All real estate taxes and assessments which are or which may
become a lien against the Meadows Land shall be satisfied of record by Meadows at Closing.
 If Closing occurs between January 1 and November 1, Meadows shall, in accordance with
Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount
equal to the current taxes prorated to the date of transfer, based upon the current assessment
and millage rates on the Meadows Land. In the event DCSB acquires fee title to the
Meadows Land on or after November 1, Meadows shall pay to the county tax collector an
amount equal to the taxes that are determined to be legally due and payable by the county tax
collector. The DCSB Land has been exempt from ad valorem taxes while owned by DCSB.
Accordingly, no tax proration will be made for the DCSB Land.

       15.     Water Service.

               (a)    Meadows shall, at its sole cost and expense, extend the existing water
line in Chaffee Road to the DCSB Remaining Land (the “Water Line”). The Water Line
shall connect to the DCSB Remaining Land at the location shown in Exhibit P attached
hereto.

                (b)    The Water Line shall be constructed in accordance with the Chaffee
Road Water Main & Force Main Extension plans and specifications by Reynolds, Smith and
Hills, Inc. dated April 4, 2006. The Water Line shall provide water service to the DCSB
Remaining Land and the DCSB Land. Meadows shall be responsible for obtaining all
permits and other approvals required by governmental authorities needed to perform this
work. Upon completion of construction, the Water Line shall be dedicated to JEA.

               (c)   Construction of the Water Line shall commence on or before July 1,
2006 and shall be completed and accepted by JEA on or before November 1, 2006.
               (d)      The terms and conditions of each party’s rights and responsibilities for
the Water Line are set forth in the Agreement Regarding Utilities. The terms and obligations
contained in Section 15 endure pursuant to the terms and conditions of the Agreement
Regarding Utilities. The Agreement Regarding Utilities shall control in the event of any
discrepancy with the terms of this Agreement.

       16.     Sewer Service.

               (a)    Meadows shall, at its sole cost and expense, extend the existing sewer
line in Chaffee Road to the DCSB Remaining Land (the “Sewer Line”). The Sewer Line
shall connect to the DCSB Remaining Land at the location shown in Exhibit P.

                (b)     The Sewer Line shall be constructed in accordance with the Chaffee
Road Water Main & Force Main Extension plans and specifications by Reynolds, Smith and
Hills, Inc. dated April 4, 2006. The Sewer Line shall provide sewer service to the DCSB
Remaining Land and the DCSB Land. Meadows shall be responsible for obtaining all
permits and other approvals required by governmental authorities needed to perform this
work. Upon completion of construction, the Sewer Line shall be dedicated to JEA.

              (c)   Construction of the Sewer Lines shall commence on or before
September 1, 2006 and shall be completed and accepted by JEA on or before January 1,
2007.

               (d)      The terms and conditions of each party’s rights and responsibilities for
the Sewer Line are set forth in the Agreement Regarding Utilities. The terms and obligations
contained in Section 16 endure pursuant to the terms and conditions of the Agreement
Regarding Utilities. The Agreement Regarding Utilities shall control in the event of any
discrepancy with the terms of this Agreement.

        17.    Defaults. If any party fails to comply with or perform, in any material
respect, any of the conditions to be complied with or any of the covenants, agreements or
obligations to be performed under the terms and provisions of this Agreement, the non-
defaulting party shall be entitled to pursue any available remedies at law or in equity or
terminate this Agreement.

       18.     Risk of Loss.

               (a)     Condemnation. If, prior to Closing, action is initiated to take any of
the Respective Parcels by eminent domain proceedings or by deed in lieu thereof, either party
may either (a) terminate this Agreement, or (b) consummate the Closing, in which latter
event the award of the condemning authority shall be assigned to the acquiring party at
Closing.

               (b)      Casualty. Each party assumes all risks and liability for damage to or
injury occurring to its Respective Parcel by fire, storm, accident, or any other casualty or
cause until the Closing has been consummated. If either of the Respective Parcels, or any
part thereof, suffers any damage prior to the Closing from fire or other casualty, either party
may terminate this Agreement.

        19.    Assignment. This Agreement is assignable by either party without the other
party’s consent. This Agreement shall inure to the benefit of and be binding upon and is
intended solely for the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns; and no third party will have any rights, privileges or
other beneficial interest herein or hereunder.

         20.     General Provisions. No failure of any party to exercise any power given
hereunder or to insist upon strict compliance with any obligation specified herein, and no
custom or practice at variance with the terms hereof, will constitute a waiver of any party’s
right to demand exact compliance with the terms hereof. This Agreement contains the entire
agreement of the parties hereto, and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied herein will be of any force
or effect. Any amendment to this Agreement will not be binding upon any of the parties
hereto unless such amendment is in writing and executed by the parties hereto. All
references to “days” contained herein are references to calendar days, unless otherwise
specified and are based upon a seven day week, including holidays. In the event performance
is due on a day which is a legal holiday generally observed in Jacksonville, Florida, or
weekend, performance will be postponed to the next business day. This Agreement may be
executed in multiple counterparts, each of which will constitute an original, but all of which
taken together will constitute one and the same agreement. The headings inserted at the
beginning of each paragraph are for convenience only, and do not add to or subtract from the
meaning of the contents of each paragraph. The parties hereto do hereby covenant and agree
that such documents may be legally necessary or otherwise appropriate to carry out the terms
of this Agreement will be executed and delivered by each party at Closing. This Agreement
will be governed by and construed in accordance with the laws of the State of Florida. The
venue for any lawsuit arising from this Agreement shall be in the State of Florida. In the
event of any litigation arising out of this Agreement or the transactions contemplated herein,
the prevailing party in any such litigation shall be entitled to recover its reasonable costs and
reasonable attorney’s fees (including its reasonable costs and reasonable attorney’s fees on
any appeal and in any bankruptcy or insolvency proceeding).

        21.     Severability. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement or the application thereof to any person or
circumstance will, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of such provision to other persons or
circumstances will not be affected thereby but rather will be enforced to the greatest extent
permitted by law.

       22.    Time is of the Essence. Time shall be of the essence as to all provisions of
this Agreement
        23.    Notices. Any notice, request, demand, instrument or other document to be
given or served under this Agreement shall be in writing and shall be delivered personally
transmitted by facsimile or sent by overnight express courier, at the respective addresses set
forth below, and the same shall be effective upon receipt if delivered personally, upon receipt
of facsimile confirmation if sent by facsimile, or one (1) business day after deposit with an
overnight express courier.

       If to Meadows:
       Great Meadows I, LLC
       One Independent Drive, Suite 1200
       Jacksonville, Florida 32202
       Attn: Matthew McAfee
       Fax: (904) 301-1279


       If to DCSB:
       Duval County School Board
       1701 Prudential Drive
       Jacksonville, Florida 32207
       Attn: Intergovernmental and Real Property
       Fax: (904) 390-2989

       With a copy to:
       Office of General Counsel
       117 West Duval Street, Suite 480
       Jacksonville, Florida 32256
       Attn: Corporation Secretary
       Fax: (904) 630-1731

        24.     Brokerage. DCSB and Meadows represent and warrant to each other that
neither party has dealt with any brokers in connection with the transactions contemplated in
this Agreement. Each party indemnifies and holds the other party harmless from any and all
brokerage claims arising out of the respective party’s actions, whether disclosed or
undisclosed (however, as to the DCSB, the foregoing is subject to the limitations and
provisions of Section 768.28, Florida Statutes, which provisions are not expanded, altered, or
waived). The provisions of this paragraph shall survive the Closing.

        25.    Radon Notice. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.
        26.     Waiver of Jury Trial. Each party to this agreement hereby knowingly,
voluntarily and intentionally waives any right they may have to a trial by jury in respect of
any litigation based upon this agreement or arising out of, under or in connection with this
agreement or any other agreement contemplated and executed in connection herewith, or any
course of dealing, course of conduct, statements (whether verbal or written) or actions of any
party hereto.

        27.     Interpretation. Should any of the provisions of this Agreement require
interpretation, the party or parties interpreting or construing the same shall not apply a
presumption that the terms herein shall be more strictly construed against one party by reason
of the rule of construction that a document is to be construed more strictly against the party
who itself or through its agents prepared the same, it being agreed that the agents of all
parties participated in the preparation hereof.

        28.    Termination. Notwithstanding any contrary provisions of this Agreement,
either party may terminate this Agreement by providing written notice of termination to the
other party prior to Closing, thereupon releasing DCSB and Meadows from all further
obligations under this Agreement which do not specifically survive termination.

        29.     Counterparts and Signature Pages. This Agreement may be executed in
two (2) or more counterparts, each of which shall be deemed an original. The signatures to
this Agreement may be executed on separate pages, and when attached to this Agreement
shall constitute one complete document.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth in the first paragraph.

                              [Signatures on following pages]
GREAT MEADOWS I, INC.,
a Florida limited liability company


By:___________________________________
Name:________________________________
Title:_________________________________
                                                 DUVAL COUNTY SCHOOL BOARD, a body
                                                 politic and corporate


                                                 By:__________________________________
                                                 Name:______________________________
                                                 Title:_______________________________

(OFFICIAL SEAL)                                  Attest:________________________________
                                                 Name:______________________________
                                                 Title:_________________________________



Approved by Board on ____________________


Form Approved:

By:_____________________________
   Office of General Counsel




G:\Gov't Operations\SHOWARD\DCSB\Closings\Great Meadows I\Great Meadows Land Trade Agreement Clean 5-26-06.doc
                                  Exhibit A
                                 DCSB Land

            [To be verified by title commitment and survey, if any]

PARCEL A

A PART OF SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24 EAST, DUVAL
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE SOUTHEAST CORNER OF
SAID SECTION 36, SAID POINT LYING WITHIN THE RIGHT-OF-WAY OF
CHAFFEE ROAD (A 100 FOOT RIGHT-OF-WAY AS NOW ESTABLISHED);
THENCE SOUTH 8856'58" WEST ALONG THE SOUTH LINE OF SAID
SECTION 36, A DISTANCE OF 662.09 FEET; THENCE NORTH 0042'03"
EAST LEAVING SAID SECTION LINE, A DISTANCE OF 1515.08 FEET;
THENCE SOUTH 8855'55" WEST, A DISTANCE OF 202.36 FEET; THENCE
NORTH 0038'58" EAST, A DISTANCE OF 1178.92 FEET TO A POINT ON
A SOUTH LINE OF A 30 FOOT EASEMENT RIGHT-OF-WAY AS RECORDED IN
OFFICIAL RECORDS BOOK 2699, PAGE 756 OF THE CURRENT PUBLIC
RECORDS OF SAID COUNTY; THENCE NORTH 8426'23" WEST ALONG SAID
SOUTH LINE, A DISTANCE OF 30.11 FEET; THENCE NORTH 0038'57"
EAST LEAVING SAID SOUTH LINE, A DISTANCE OF 30.00 TO A POINT
ON THE NORTH LINE OF SAID 30 FOOT EASEMENT RIGHT-OF-WAY;
THENCE NORTH 8920'54" WEST ALONG SAID NORTH LINE, A DISTANCE
OF 2847.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH
0029'22" WEST LEAVING SAID NORTH LINE, A DISTANCE OF 200.89
FEET TO THE POINT OF CURVE OF A CURVE, CONCAVE NORTHEASTERLY,
HAVING A RADIUS OF 375.00 FEET; THENCE SOUTHEASTERLY ALONG THE
ARC OF SAID CURVE, AN ARC DISTANCE OF 137.85 FEET, SAID ARC
BEING SUBTENDED BY A CHORD BEARING OF SOUTH 1002'30" EAST AND
A CHORD DISTANCE OF 137.08 FEET TO THE POINT OF TANGENCY OF
SAID CURVE; THENCE SOUTH 2034'22" EAST, A DISTANCE OF 66.63
FEET TO THE POINT OF CURVE OF A CURVE, CONCAVE SOUTHWESTERLY,
HAVING A RADIUS OF 225.00 FEET; THENCE SOUTHEASTERLY ALONG THE
ARC OF SAID CURVE, AN ARC DISTANCE OF 82.71 FEET, SAID ARC
BEING SUBTENDED BY A CHORD BEARING OF SOUTH 1002'30" EAST AND
A CHORD DISTANCE OF 82.25 TO THE POINT OF TANGENCY OF SAID
CURVE; THENCE SOUTH 0029'22" WEST, A DISTANCE OF 145.86 FEET
TO THE POINT OF CURVE OF A CURVE, CONCAVE NORTHEASTERLY,
HAVING A RADIUS OF 375.00 FEET' THENCE SOUTHEASTERLY ALONG THE
ARC OF SAID CURVE, AN ARC DISTANCE OF 182.91 FEET, SAID ARC
BEING SUBTENDED BY A CHORD BEARING OF SOUTH 1329'03" EAST AND
A CHORD DISTANCE OF 181.11 FEET TO A POINT ON SAID CURVE;
THENCE NORTH 8920'54" WEST, A DISTANCE OF 1007.77 FEET;
THENCE NORTH 0029'22" EAST, A DISTANCE OF 800.00 FEET TO A
POINT ON SAID NORTH LINE OF A 30 FOOT EASEMENT RIGHT-OF-WAY;
THENCE SOUTH 8920'54" EAST ALONG SAID NORTH LINE, A DISTANCE
OF 900.01 FEET TO THE POINT OF BEGINNING.

CONTAINING 17.25 ACRES MORE OR LESS.



PARCEL B

A PART OF SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24 EAST, DUVAL
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE SOUTHEAST CORNER OF
SAID SECTION 36, SAID POINT LYING WITHIN THE RIGHT-OF-WAY OF
CHAFFEE ROAD (A 100 FOOT RIGHT-OF-WAY AS NOW ESTABLISHED);
THENCE SOUTH 8856'58" WEST ALONG THE SOUTH LINE OF SAID
SECTION 36, A DISTANCE OF 662.09 FEET; THENCE NORTH 0042'03"
EAST LEAVING SAID SECTION LINE, A DISTANCE OF 1515.08 FEET;
THENCE SOUTH 8855'55" WEST, A DISTANCE OF 202.36 FEET TO THE
POINT OF BEGINNING; THENCE CONTINUE SOUTH 8855'55" WEST, A
DISTANCE OF 110.27 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF
242.23 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF
NORTH 7137'15" WEST AND A CHORD DISTANCE 240.59 FEET TO THE
POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 6003'18" WEST,
A DISTANCE OF 112.55 FEET; THENCE NORTH 6546'11" WEST, A
DISTANCE OF 200.86 FEET; THENCE NORTH 6003'18" WEST, A
DISTANCE OF 159.94 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 1000.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF
511.26 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF
NORTH 7442'06" WEST AND A CHORD DISTANCE OF 505.71 FEET TO
THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 8920'54"
WEST, A DISTANCE OF 562.27 FEET TO THE POINT OF CURVE OF A
CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 1000.00 FEET;
THENCE WESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE
OF 181.71 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF
SOUTH 8526'46" WEST AND A CHORD DISTANCE OF 181.46 FEET TO
THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 8014'25"
WEST, A DISTANCE OF 105.74 FEET; THENCE SOUTH 8831'16" WEST,
A DISTANCE OF 330.73 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 225.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF
361.16 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF
NORTH 4529'41" WEST AND A CHORD DISTANCE OF 323.62 FEET TO
THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 0029'22"
EAST, A DISTANCE OF 145.57 FEET TO THE POINT OF CURVE OF A
CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 375.00 FEET;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC
DISTANCE OF 137.85 FEET, SAID ARC BEING SUBTENDED BY A CHORD
BEARING OF NORTH 1002'30" WEST AND A CHORD DISTANCE OF 137.08
FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH
2034'22" WEST, A DISTANCE OF 66.63 FEET TO THE POINT OF CURVE
OF A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 225.00
FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC
DISTANCE OF 82.71 FEET, SAID ARC BEING SUBTENDED BY A CHORD
BEARING OF NORTH 1002'30" WEST AND A CHORD DISTANCE OF 82.25
FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH
0029'22" EAST, A DISTANCE OF 200.47 FEET TO A POINT ON THE
NORTH LINE OF A 30 FOOT EASEMENT RIGHT-OF-WAY AS RECORDED IN
OFFICIAL RECORDS BOOK 2699, PAGE 756 OF THE CURRENT PUBLIC
RECORDS OF SAID COUNTY; THENCE SOUTH 8920'54" EAST ALONG SAID
NORTH LINE, A DISTANCE OF 2697.00 FEET; THENCE SOUTH 0038'57"
WEST LEAVING SAID NORTH LINE, A DISTANCE OF 30.00 FEET TO A
POINT ON THE SOUTH LINE OF SAID 30 FOOT EASEMENT RIGHT-OF-WAY;
THENCE SOUTH 8426'23" EAST ALONG SAID SOUTH LINE, A DISTANCE
OF 30.11 FEET; THENCE SOUTH 0038'58" WEST, A DISTANCE OF
1178.92 FEET TO THE POINT OF BEGINNING.

CONTAINING 55.59 ACRES MORE OR LESS.
                                   Exhibit B

                                Meadows Land

             [To be verified by title commitment and survey, if any]


A PART OF SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24 EAST, DUVAL
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE SOUTHEAST CORNER OF
SAID SECTION 36, SAID POINT LYING WITHIN THE RIGHT-OF-WAY OF
CHAFFEE ROAD (A 100.00 FOOT RIGHT-OF-WAY AS NOW ESTABLISHED);
THENCE SOUTH 88 DEGREES 56 MINUTES 58 SECONDS WEST ALONG THE
SOUTH LINE OF SAID SECTION 36, A DISTANCE OF 662.09 FEET TO THE
POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 41 MINUTES 13
SECONDS WEST, A DISTANCE OF 15.00 FEET; THENCE SOUTH 88 DEGREES 56
MINUTES 58 SECONDS WEST, ALONG A LINE LYING 15.00 FEET SOUTH OF
AND PARALLEL WITH SAID SOUTH LINE OF SECTION 36, A DISTANCE OF
3971.71 FEET; THENCE NORTH 00 DEGREES 29 MINUTES 22 SECONDS EAST, A
DISTANCE OF 709.98 FEET; THENCE SOUTH 89 DEGREES 19 MINUTES 59
SECONDS EAST, A DISTANCE OF 3771.02 FEET; THENCE NORTH 00 DEGREES
38 MINUTES 59 SECONDS EAST, ALONG THE EASTERLY LINE OF THOSE
LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 3256, PAGE 644 OF THE
CURRENT PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA, A DISTANCE OF
872.99 FEET; THENCE NORTH 88 DEGREES 55 MINUTES 55 SECONDS EAST,
CONTINUING ALONG SAID LANDS, A DISTANCE OF 202.33 FEET; THENCE
SOUTH 00 DEGREES 42 MINUTES 03 SECONDS WEST, LEAVING SAID LANDS,
A DISTANCE OF 1455.04 FEET TO THE POINT OF BEGINNING.
     Exhibit C

DCSB Remaining Land
                                              Exhibit E

                                    LICENSE AGREEMENT


       THIS LICENSE AGREEMENT (hereinafter called “License”) is entered into effective the
_______ day of ____________, 2006, by and between GREAT MEADOWS I, LLC, a Florida
limited liability company (hereinafter called “Licensor”), whose address for the purpose of this
License is One Independent Drive, Suite 1200, Jacksonville, FL 32202, and THE SCHOOL
BOARD OF DUVAL COUNTY, FLORIDA a/k/a DUVAL COUNTY SCHOOL BOARD, a
body politic and corporate (hereafter called “Licensee”), whose address for the purpose of this
License is 1701 Prudential Drive, Jacksonville, Florida 32207.

                                          WITNESSETH:

       WHEREAS, Licensor owns certain property more particularly described on Exhibit “A”
attached hereto and incorporated herein by this reference (the “Land”); and

      WHEREAS, Licensee desires to use the Land and facilities located thereon for offices in
connection with its construction on adjoining lands;

        NOW, THEREFORE, for and in the consideration of One Dollars ($1.00) in hand paid each
respective party to the other and other good/valuable considerations including, but not limited to, the
covenants, conditions and terms hereof, the sufficiency and receipt of said good/valuable
considerations being herewith acknowledged by the respective parties, Licensor and Licensee
stipulate and agree as follows:

        1.      Recitals. The recitals set forth herein are accurate, correct and true and incorporated
herein by this reference.

        2.      Definitions. As used in this License, the words defined immediately below shall have
the meaning stated next to same. Words imparting the singular number include the plural number
and vice versa, the male gender shall include the female gender and vice versa, unless the context
clearly requires otherwise.

               (a)    “Land” means the real property specifically described on Exhibit “A” and all
existing improvements located thereon and all improvements constructed or installed thereon by
Licensor or Licensee during the License Term.

            (b)     “License” means this License Agreement (including all exhibits hereto), and
any amendments or addenda that may supplement, modify or amend the same.

             (c)    “Licensee” means The School Board of Duval County, Florida a/k/a Duval
County School Board, a body politic and corporate.

               (d)    “Licensor” means Great Meadows I, LLC, a Florida limited liability company
established under and existing in good standing in the State of Florida.

               (e)     “License Term” or “Term” means the term of this License commencing on
_________, 2006 and expiring on July 1, 2007, unless sooner terminated by the provisions of this
License.

                (f)    “Permitted Use” means the Licensee’s use of the Land shall be for providing
offices, pedestrian and vehicular ingress and egress, and temporary staging of fill and construction
dirt in connection with its construction on adjoining lands.

               (g)    “Section” means the numerical sections of this License and the respective
subsections thereof. Each respective Section begins with a numerical number and a capitalized
heading of the Section which is underlined to indicate the subject matter thereof.

       3.     License. In consideration of the representations, warranties, agreements and
covenants contained herein, Licensor shall license to Licensee for the License Term the Land during
the License Term, all in accordance with all of the provisions, covenants, conditions and terms
herein. The Land is provided to Licensee in its “AS IS” condition and without representation or
warranty by Licensor as to the suitability or condition of the Land for Licensee’s use.

       4.      License Fee. Licensee agrees to pay to Licensor annually during the License Term,
without notice or demand, at Licensor’s address referenced herein, a License Fee of $1.00. Said
License Fee shall be payable on _______, 2006.

        5.        Taxes and Other Charges. Licensor shall bear, pay and discharge, on or before the
last day on which payment may be made without penalty or interest, all ad valorem real estate taxes,
or other taxes, if any, which shall, or may during the License Term, be charged, laid, levied, assessed,
imposed, become payable and due, or become liens upon, or arise in connection with the use,
occupancy or possession of the Land or any part thereof.

        6.     Use of Land.

                (a)     Licensee shall only use the Land for the Permitted Use. No other use of the
Land is permitted without the prior written consent of Licensor, which consent may be withheld in
its sole and absolute discretion.

               (b)     The Licensee shall be responsible for all security relating to its use of the
Land.

        7.      Improvements to Land, Personal Property. Licensee shall not make additions,
alterations, changes or improvements in or to the Land or any part thereof, without the prior written
consent of Licensor, which consent may be withheld in the sole and absolute discretion of Licensor.
Menial, regular, and routine maintenance shall not be included in this provision; it being understood
that the Licensee shall maintain the Land (including but not limited to all improvements) in good and
safe condition, ordinary wear and tear excepted, pursuant to the provisions of this License. All
additions, alterations, changes or improvements made by Licensee shall be constructed at Licensee’s
sole expense and shall, upon completion thereof, become the property of Licensor. Licensee may
place its personal property on or within the Land during the License Term from time to time at its
discretion; however, all Licensee personal property that may be on the Land during the License Term
shall be at Licensee’s sole risk.

       8.      Maintenance, Repairs and Utilities. Licensee shall continuously maintain and keep in
good repair and safe condition, at its sole cost and expense, the Land (including but not limited to all
improvements), removal of trash as needed and Land surface. Licensee shall be responsible, at its
sole cost and expense, for the installation and maintenance charges for any telephone facilities,
computer facilities, or other communication facilities utilized by Licensee at the Land, and for
telephone, power, gas, electric, water, sewer, and garbage costs as well as mowing, and overall
maintenance of the parking lot, landscape, and any improvements to the Land.

        9.      Indemnification. Subject to the limitations and provisions of Section 768.28, Florida
Statutes (which provisions are not expanded, altered or waived), Licensee shall indemnify, defend
and save harmless Licensor against and from all costs, expenses, liabilities, losses, damages,
injunctions, suits, actions, fines, penalties, claims and demands of every kind or nature, including
reasonable attorney’s fees and costs, by or on behalf of any person or party whatsoever, arising out of
the negligence or willful misconduct of Licensee in connection with its use, occupancy and
possession of the Land. This Section 9 shall survive the termination or expiration of this License.

        10.   Compliance with Governmental Requirements. During the License Term, Licensee
shall comply with all applicable federal, state and local laws, rules and regulations with respect to its
use and occupancy of the Land.

        11.     Title to Land. Title to the Land shall remain vested with Licensor, subject to the
covenants, conditions and terms of this License, and Licensee shall have no interest in the title to the
Land but shall only have a licensehold interest thereto. Any improvements made to the Land shall be
vested with Licensor who shall have the title thereto, subject to the covenants, conditions and terms
of this License; however, no furnishings, furniture, fixtures, equipment or other personal property
installed or constructed by Licensee on or within the Land shall be Licensor’s property, but shall be
the property of Licensee.

        12.     Destruction or Damage. If the Land is damaged by fire or other casualty, Licensor
may, at its sole cost and expense, repair the damage or terminate the License by providing written
notice to Licensor.

        13.     Default. Each of the following events shall be a default hereunder by Licensee and
shall constitute a breach of this License:

                (a)    If Licensee shall fail to pay Licensor any license fee or any other charge due
hereunder as and when the same shall become payable and due and the same remains unpaid for ten
(10) days after Licensor’s written notice for payment;

                (b)      If Licensee shall fail to perform any of the covenants, conditions and terms of
this License on Licensee’s part to be performed and such non-performance shall continue for a
period of thirty (30) days after written notice thereof by Licensor to Licensee; or if Licensee shall fail
to act in good faith to commence and undertake performance within such thirty (30) day period to
cure a non-performance which cannot be cured within the initial thirty (30) day period and Licensee
shall designate in writing the reasonable time period to cure such non-performance and its intent to
do so, or, Licensee, having commenced to undertake such performance within the initial thirty (30)
day period, shall fail to diligently proceed therewith to completion within the designated reasonable
time period to cure such non-performance (however, in no event shall such extended period exceed
ninety (90) days).

               (c)    If Licensee shall abandon the Land for any period of time exceeding thirty (30)
consecutive calendar days; or
               If an event of default shall occur and be uncured, then Licensor shall have the right to
immediately terminate and cancel this License by giving to Licensee written notice of such
termination and cancellation. Upon such notice, this License shall terminate and the parties shall be
released from all obligations under this License that do not specifically survive its termination. The
foregoing remedy shall be the exclusive remedy for Licensor for this License.

        14.     Termination. Licensor shall have the right to terminate and cancel this License upon
giving Licensee at least one hundred eighty (180) days written notice. Licensee shall retain an
absolute right to terminate and cancel this License at any time during the License Term upon giving
Licensor at least thirty (30) days written notice. In either event, the License shall terminate and cease
as of the effective date of the termination and the parties shall be released from all obligations
hereunder that do not specifically survive termination.

        15.    Licenses, Permits. Licensee will be responsible for obtaining all licenses, permits,
inspections and other approvals necessary for the operation of the Land for the Permitted Use.

       16.      Assignment. Licensee shall not transfer, hypothecate, mortgage, pledge, assign or
convey its interest in the License or the Land or any part thereof; it being understood this License is
personal to Licensee.

        17.    Expiration of Term. At the expiration of the License Term, Licensee shall peaceably
return to Licensor the Land in good condition, ordinary wear and tear excepted. It is understood and
agreed between Licensor and Licensee that Licensee shall remove from the Land all personal
property of Licensee situate at the Land including, but not limited to all furnishings, furniture,
fixtures, machinery, equipment, appurtenances and appliances placed or installed on the Land by
same, provided Licensee restores the Land after the removal therefrom.

       18.    Right of Licensor to Inspect. Licensor, at all reasonable times, may enter into and
upon the Land for the purpose of inspecting same and for any other purposes permitted hereunder.

         19.     Force Majeure. If Licensor or Licensee shall be delayed in, hindered in or prevented
from the performance of any act required hereunder (other than performance requiring the payment
of a sum of money) by reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws, regulations or actions, riots, insurrection, the act,
failure to act or default of the other party, war or other reason beyond such party’s reasonable control
(excluding the unavailability of funds or financing), then the performance of such act shall be
excused for the period of the delay and the period for the performance of any such act as required
herein shall be extended for a period equivalent to the period of such delay.

        20.     Mechanics Liens. Licensee shall immediately after it is filed or claimed, have
released (by bonding or otherwise) any mechanics’, material man’s or other lien filed or claimed
against any or all of the Land or any other property owned or licensed by Licensor, by reason of labor
or materials provided for Licensee or any of its contractors or subcontractors, or otherwise arising out
of Licensee’s use or occupancy of the Land. Nothing in the provisions of this License shall be
deemed in any way to give Licensee any right, power or authority to contract for or permit to be
furnished any service or materials which would give rise to the filing of any mechanics’ or
materialmen’s lien against Licensor’s estate or interest in and to the Land, it being expressly agreed
that no estate or interest of Licensor in and to the Land shall be subject to any lien arising in
connection with any alteration, addition or improvement made by or on behalf of Licensee.
         21.     Condemnation. If any part of the Land is taken by eminent domain or condemnation
or voluntarily transferred to such authority under the threat thereof, Licensor may, at its sole option,
terminate the License by giving written notice to Licensee within thirty (30) days after the taking, or
if by reason of such taking of the Land, Licensee’s operation on or access to the Land is substantially
and materially impaired, Licensee shall have the option to terminate this License by giving written
notice to Licensor within thirty (30) days after taking. Licensee hereby waives any and all rights it
may have in all condemnation awards including, without limitation, loss of or damage to its License,
and hereby assigns said claims to Licensor except such awards as are separately and specifically
awarded to Licensee for its separate personal property, moving expenses and business damages.

        22.     Miscellaneous:

                 (a)    Notices. Any and all notices which are permitted or required in this License
shall be in writing and shall be duly delivered and given when personally served or mailed to the
person at the address designated below. If notice is mailed, the same shall be mailed, postage
prepaid, in the United States mail by certified or registered mail - return receipt requested. Notice
shall be deemed given on the date of personal delivery or mailing and receipt shall be deemed to
have occurred on the date of receipt; in the case of receipt of certified or registered mail, the date of
receipt shall be evidenced by return receipt documentation. Failure to accept certified or registered
mail shall be deemed a receipt thereof within ten (10) days after the first notice of delivery of the
certified or registered mail. Any entity may change its address as designated herein by giving notice
thereof as provided herein.

                If to Licensor:         Great Meadows I, LLC
                                        One Independent Drive
                                        Suite 1200
                                        Jacksonville, FL 32202

                If to Licensee:         Duval County School Board
                                        1701 Prudential Drive
                                        Jacksonville, FL 32207
                                        Attn: Intergovernmental and Real Property

                With Copy To:           Office of General Counsel
                                        City of Jacksonville
                                        Attn: Corporation Secretary
                                        117 West Duval Street, Suite 480
                                        Jacksonville, Florida 32202

or such other address either party from time to time specify in writing to the other.

               (b)     Legal Representation. Each respective party to this License has been
represented by counsel in the negotiation of this License and accordingly, no provision of this
License shall be construed against a respective party due to the fact that it or its counsel drafted,
dictated or modified this License or any covenant, condition or term thereof.

              (c)      Further Instruments. Each respective party hereto shall, from time to time,
execute and deliver such further instruments as any other party or parties or its counsel may
reasonably request to effectuate the intent of this License.
               (d)     Severability or Invalid Provision. If any one or more of the agreements,
provisions, covenants, conditions and terms of the License shall be contrary to any express provision
of law or contrary to the policy of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then such agreements, provisions,
covenants, conditions or terms shall be null and void with no further force or effect and shall be
deemed separable from the remaining agreements, provisions, covenants, conditions and terms of the
License and shall in no way affect the validity of any of the other provisions hereof.

                (e)    No Personal Liability. No representation, statement, covenant, warranty,
stipulation, obligation or agreement contained herein shall be deemed to be a representation,
statement, covenant, warranty, stipulation, obligation or agreement of any member, officer, employee
or agent of Licensor or Licensee in his or her individual capacity and none of the foregoing persons
shall be liable personally or be subject to any personal liability or accountability by reason of the
execution or delivery thereof.

               (f)      Third Party Beneficiaries. Nothing herein express or implied is intended or
shall be construed to confer upon any entity other than Licensor and Licensee any right, remedy or
claim, equitable or legal, under and by reason of this License or any provision hereof, all provisions,
conditions and terms hereof being intended to be and being for the exclusive and sole benefit of
Licensor and Licensee.

               (g)    Successors and Assigns. To the extent permitted by Section 16, this License
shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.

               (h)     Survival of Representations and Warranties. The respective indemnifications,
representations and warranties of the respective parties to this License shall survive the expiration or
termination of the License and remain in effect.

                (i)     Governing Law; Venue. This License shall be governed by and construed in
accordance with the laws of the State of Florida and the Ordinances of the City of Jacksonville.
Wherever possible, each provision, condition and term of this License shall be interpreted in such
manner as to be effective and valid under applicable law; but if any provision, condition or term of
this License, or any documentation executed and delivered hereto, shall be prohibited by or invalid
under such applicable law, then such provision, condition or term shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision, condition or
term or the remaining provisions, conditions and terms of this License or any documentation
executed and delivered pursuant hereto. Venue for any action arising out of this License shall lie in
the jurisdictional courts of Duval County, Florida.

               (j)      Section Headings. The section headings inserted in this License are for
convenience only and are not intended to and shall not be construed to limit, enlarge or affect the
scope or intent of this License, nor the meaning of any provision, condition or term hereof.

              (k)      Counterparts and Signature Pages. This License may be executed in two (2)
or more counterparts, each of which shall be deemed an original. The signatures to this License may
be executed on separate pages, and when attached to this License shall constitute one complete
document.
                (l)     Entire Agreement. This License contains the entire agreement between the
respective parties hereto and supersedes any and all prior agreements and understandings between
the respective parties hereto relating to the subject matter hereof. No statement or representation of
the respective parties hereto, their agents or employees, made outside of this License, and not
contained herein, shall form any part hereof or bind any respective party hereto. This License shall
not be supplemented, amended or modified except by written instrument signed by the respective
parties hereto.

               (m)      Attorneys’ Fees and Costs. In any litigation arising out of or pertaining to this
License, the prevailing party shall be entitled to an award of its attorneys’ fees and costs, whether
incurred before, after or during trial, or upon any appellate level.

                (n)     Time. Time is of the essence of this License. When any time period specified
herein falls upon a Saturday, Sunday or legal holiday, the time period shall be extended to 5:00 P.M.
on the next ensuing business day.

              (o)     Waiver of Defaults. The waiver by either party of any breach of this License
by the other party shall not be construed as a waiver of any subsequent breach of any duty or
covenant imposed by this License.

               (p)     Radon Disclosure. The following disclosure is required to be made by the
laws of the State of Florida:

        RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated
        in a building in sufficient quantities, may present health risks to persons who are exposed to
        it over time. Levels of radon that exceed federal and state guidelines have been found in
        buildings in Florida. Additional information regarding radon and radon testing may be
        obtained from your county public health unit.

       IN WITNESS WHEREOF, the respective parties hereto have hereunto executed this
License for the purposes expressed herein effective the day and year first above written.

                                   [Signatures on following pages]
Attest:                             THE SCHOOL BOARD OF DUVAL
                                    COUNTY, FLORIDA a/k/a DUVAL
                                    COUNTY SCHOOL BOARD


_______________________________     By:_________________________________
Print Name:______________________   Print Name:__________________________
Title:___________________________   Title:________________________________
WITNESSES:                        GREAT MEADOWS I, LLC


______________________________    By:_______________________________
Print Name:____________________   Print Name:________________________
                                  Title: _____________________________
______________________________
Print Name:____________________
                                               Exhibit F

Prepared by:

Suzanne S. Howard
Assistant General Counsel
Office of General Counsel
117 West Duval Street, Suite 480
Jacksonville, Florida 32202

(RE No. ________________)




                                   SPECIAL WARRANTY DEED

       THIS DEED is made as of ______________________, 2006, by GREAT MEADOWS I,
LLC, a Florida limited liability company (the "Grantor"), whose mailing address is One Independent
Drive, Suite 1200, Jacksonville, Florida 32202, in favor of THE SCHOOL BOARD OF DUVAL
COUNTY, FLORIDA a/k/a DUVAL COUNTY SCHOOL BOARD, a body politic and corporate,
whose address is 1701 Prudential Drive, Jacksonville, Florida 32207 (the "Grantee"). Grantee's
taxpayer identification number is _____________. When used herein, the terms "Grantor" and
"Grantee" shall be construed to include, masculine, feminine, singular or plural as the context
permits or requires and shall include heirs, personal representatives, successors or assigns.

        The Grantor has agreed to grant, bargain and sell certain property to the Grantee as more fully
set forth herein. NOW THEREFORE, for and in consideration of the sum of $10.00 to the Grantor
in hand paid by the Grantee, the receipt whereof is hereby acknowledged, the Grantor does hereby
grant, bargain and sell to the Grantee, its successors and assigns forever, all of the land more
particularly described hereafter, situate, lying and being in the County of Duval, State of Florida (the
“Property”), together with all timber, improvements and fixtures thereon and all the tenements,
hereditaments, easements and appurtenances thereto belonging or in anywise appertaining:

          See Exhibit A attached hereto and incorporated herein by this reference.

      This conveyance is subject to easements, restrictions, limitations and conditions of record if
any now exist, but any such interests that may have been terminated are not hereby re-imposed.

        TO HAVE AND TO HOLD the same in fee simple forever. The Grantor does hereby
warrant and will defend the title to said Property against the lawful claims of all persons claiming
by, through or under Grantor, but against none other.
        IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed in its name
on the date set forth in the acknowledgment below but to be effective for all purposes as of the date
first above written.

WITNESSES:                                    GREAT MEADOWS I, LLC



_______________________________               By:_________________________________
Print name:______________________             Print name:___________________________
                                              Title:________________________________

_______________________________
Print name:______________________




STATE OF FLORIDA
COUNTY OF DUVAL

        The foregoing instrument was executed, acknowledged and delivered before me this _____
day of ______, 2006, by ______________________, as ____________________ of Great Meadows
I, LLC, a Florida limited liability company, on behalf of the company. Such person (__) is
personally known to me or (__) produced a Florida driver’s license as identification.

                                              ____________________________________
                                              Printed name:
                                              Notary Public, State of Florida
                                              My commission expires:
                                              Commission no.:

                                                      (NOTARIAL SEAL)
                                              Exhibit G

Prepared by:

Suzanne S. Howard
Assistant General Counsel
Office of General Counsel
117 West Duval Street, Suite 480
Jacksonville, Florida 32202

(RE No. ________________)




                                   SPECIAL WARRANTY DEED

       THIS DEED is made as of ___________________, 2006, by THE SCHOOL BOARD OF
DUVAL COUNTY, FLORIDA a/k/a DUVAL COUNTY SCHOOL BOARD, a body politic and
corporate (the "Grantor"), whose mailing address is 1701 Prudential Drive, Jacksonville, Florida
32207, in favor of GREAT MEADOWS I, LLC, a Florida limited liability company, whose address
is One Independent Drive, Suite 1200, Jacksonville, Florida 32202 (the "Grantee"). Grantee's
taxpayer identification number is ______________. When used herein, the terms "Grantor" and
"Grantee" shall be construed to include, masculine, feminine, singular or plural as the context
permits or requires and shall include heirs, personal representatives, successors or assigns.

        The Grantor has agreed to grant, bargain and sell certain property to the Grantee as more fully
set forth herein. NOW THEREFORE, for and in consideration of the sum of $10.00 to the Grantor
in hand paid by the Grantee, the receipt whereof is hereby acknowledged, the Grantor does hereby
grant, bargain and sell to the Grantee, its successors and assigns forever, all of the land more
particularly described hereafter, situate, lying and being in the County of Duval, State of Florida (the
“Property”), together with all timber, improvements and fixtures thereon and all the tenements,
hereditaments, easements and appurtenances thereto belonging or in anywise appertaining:

          See Exhibit A attached hereto and incorporated herein by this reference.

        This conveyance is subject to easements, restrictions, limitations and conditions of record if
any now exist, but any such interests that may have been terminated are not hereby re-imposed, and
taxes accruing subsequent to December 31, 2005.

        TO HAVE AND TO HOLD the same in fee simple forever. The Grantor does hereby
warrant and will defend the title to said Property against the lawful claims of all persons claiming
by, through or under Grantor, but against none other.
        IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed in its name
on the date set forth in the acknowledgment below but to be effective for all purposes as of the date
first above written.

                                                THE SCHOOL BOARD OF DUVAL COUNTY,
                                                FLORIDA A/K/A DUVAL COUNTY SCHOOL
                                                BOARD



Attest:___________________________              By:_________________________________
        Joseph Wise                                  Brenda A. Priestly Jackson, Chairman
        Superintendent of Schools and Ex
        Officio Secretary


STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing instrument was acknowledged before me this ________ day of __________,
2006, by Brenda A. Priestly Jackson, the Chairman of The School Board of Duval County, Florida
a/k/a Duval County School Board, a body politic and corporate, on behalf of the Board. Such person
is personally known to me.

                                             ______________________________________
                                             ______________________________________
                                                  [Print or type name]
                                             NOTARY PUBLIC. State of Florida

STATE OF FLORIDA
COUNTY OF DUVAL
     The foregoing instrument was acknowledged before me this         day of          , 2006, by
Joseph Wise, the Superintendent of Schools and Ex Officio Secretary of The School Board of Duval
County, Florida a/k/a Duval County School Board, a body politic and corporate, on behalf of the
Board. Such person is personally known to me.

                                             ______________________________________
                                             ______________________________________
                                                  [Print or type name]
                                             NOTARY PUBLIC. State of Florida
                                           Exhibit H

                  TITLE, POSSESSION, AND LIEN AFFIDAVIT

       The undersigned (“Affiant”), being first duly sworn, deposes and says that Affiant on
behalf of Seller (as hereinafter defined) makes these representations to THE SCHOOL
BOARD OF DUVAL COUNTY, FLORIDA a/k/a DUVAL COUNTY SCHOOL BOARD, a
body politic and corporate within Duval County, Florida (“Purchaser”), and to
__________________________ and ___________________ (collectively, “title insurer”),
to induce Purchaser to purchase and title insurer to insure the fee simple title to that certain
real property described below, and Affiant further states:

1.     Affiant is the _______________________________ of Great Meadows I, LLC, a
       Florida limited liability company (“Seller”), and in such capacity has personal
       knowledge of the matters set forth herein, and has been authorized by Seller to
       make this Affidavit on Seller's behalf.

2.     To the best of Affiant’s knowledge without independent inquiry, Seller is the sole
       owner in fee simple and now in possession of the real property together with the
       improvements located thereon described in Exhibit A attached hereto (the
       “Property”).

3.     To the best of Affiant’s knowledge without independent inquiry, the Property is free
       and clear of all liens, taxes, encumbrances, and claims of every kind, nature, and
       description whatsoever, except for easements, restrictions, or other title matters
       listed in the schedule of exceptions in the title insurance commitment, no.
       _____________, issued by title insurer to insure the fee simple title to be received
       by Purchaser (the “commitment”).

4.     To the best of Affiant’s knowledge without independent inquiry, there are no matters
       pending against Seller that could give rise to a lien that would attach to the Property
       or cause a loss of title or impair the title between the effective date of the most
       recent commitment and the recording of the deed creating the fee simple title to be
       insured, and Seller has not and will not execute any instrument that would
       adversely affect title to the Property.

5.     To the best of Affiant’s knowledge without independent inquiry, Seller has
       undisputed possession of the Property; there is no other person or entity in
       possession or who has any possessory right in the Property; and Seller knows of
       no defects in the fee simple title to the Property.

6.     To the best of Affiant’s knowledge without independent inquiry, no Notice of
       Commencement under the Florida Construction Lien Law has been recorded which
       pertains to the Property since the effective date of the most recent commitment,
       there are no unrecorded laborers’, mechanics’, or materialmen’s liens against the
       Property, and no material or labor has been furnished to the Property for which
      payment has not been made in full.

7.    To the best of Affiant’s knowledge without independent inquiry, within the past 90
      days there have been no improvements, alterations, or repairs to the Property for
      which any costs thereof remain unpaid, and within the past 90 days there have
      been no claims that remain unpaid for labor or material furnished for repairing or
      improving the Property.

8.    To the best of Affiant’s knowledge without independent inquiry, there are not due, or
      to come due, unpaid bills, liens, or assessments for mowing, water, sanitary
      sewers, paving, or other public utilities or improvements made by any governmental
      authority. Should any bill be found which relates to the period of Seller’s ownership
      of the Property, Seller will pay such bill upon demand. To the best of Affiant’s
      knowledge, without independent inquiry, no notice has been received of any public
      hearing regarding future or pending zoning changes or assessments for
      improvements by any governmental authority.

9.    To the best of Affiant’s knowledge without independent inquiry, there are no
      unrecorded deeds, agreements for deed, judgments, liens, mortgages, easements
      or rights of way for users, or adverse interests with respect to the Property.

10.   To the best of Affiant’s knowledge without independent inquiry, if the Property is
      improved, there are no claims, liens, or security interests whatsoever of any kind or
      description against any furniture, fixtures, equipment, and personal property located
      in the improvements on the Property and sold as part of this transaction; all tangible
      personal property taxes are paid in full.

11.   To the best of Affiant’s knowledge without independent inquiry, there are no existing
      contracts for sale affecting the Property, except for the contract between Seller and
      Purchaser.

12.   To the best of Affiant’s knowledge without independent inquiry, there is no pending
      civil action that involves the Property in any way.

13.   To the best of Affiant’s knowledge without independent inquiry, there are no federal
      tax claims, liens, or penalties assessed against Seller, either individually or in any
      other capacity.

14.   To the best of Affiant’s knowledge without independent inquiry, Seller has never
      been the subject of proceedings in bankruptcy, nor has Seller ever made an
      assignment for the benefit of creditors, nor is there now in effect any assignment of
      rents of the Property or any part thereof.

15.   The real estate taxes will be paid to the date of closing pursuant to Section 196.295,
      Florida Statutes.
16.   Seller is not a “non-resident alien” for the purposes of United States income
      taxation, nor is Seller a “foreign person” (as such term is defined in Section 1445 of
      the Internal Revenue Code of the United States and its related income tax
      regulations); Seller’s Federal Employer Identification No. (FEIN) is _________; and
      Seller understands that the certification made in this paragraph may be disclosed to
      the Internal Revenue Service by Purchaser; that any false statement contained in
      this paragraph could be punished by fine, imprisonment, or both; and that the
      information contained in this paragraph must be true and correct and is provided
      under penalties of perjury.

17.   This affidavit is executed in duplicate, each of which shall be considered an original,
      with one original to be delivered to Purchaser and one original to be delivered to
      title insurer.

      THIS AFFIDAVIT is made pursuant to Section 627.7842, Florida Statutes, for the
purpose of inducing Purchaser to purchase the Property and title insurer to insure the fee
simple title to the Property and to disburse the proceeds of the sale. Seller intends for
Purchaser and title insurer to rely on these representations.


                                                        __________________________
                                                        Print Name:_________________

STATE OF FLORIDA
COUNTY OF DUVAL

The foregoing instrument was on this _____ day of ___________, 2006, sworn to and
subscribed before me by _______________________ and executed, acknowledged and
delivered       before      me       by     ______________________________,         as
________________________ of Great Meadows I, LLC, a Florida limited liability company,
on behalf of the company. Such person (__) is personally known to me or (__) produced a
Florida driver’s license as identification.

                                          __________________________________
                                          Printed name:                   _____
                                          Notary Public, State of Florida
                                          My commission expires:
                                          Commission no.:
                                                 (NOTARIAL SEAL)
                                           Exhibit I

                  TITLE, POSSESSION, AND LIEN AFFIDAVIT

       The undersigned (“Affiant”), being first duly sworn, deposes and says that Affiant on
behalf of Seller (as hereinafter defined) makes these representations to GREAT
MEADOWS I, LLC, a Florida limited liability company (“Purchaser”), and to
__________________________ and ___________________ (collectively, “title insurer”),
to induce Purchaser to purchase and title insurer to insure the fee simple title to that certain
real property described below, and Affiant further states:

1.     Affiant is the Chairman of The School Board of Duval County, Florida a/k/a Duval
       County School Board, a body politic and corporate (“Seller”), and in such capacity
       has personal knowledge of the matters set forth herein, and has been authorized
       by Seller to make this Affidavit on Seller's behalf.

3.     To the best of Affiant’s knowledge without independent inquiry, Seller is the sole
       owner in fee simple and now in possession of the real property together with the
       improvements located thereon described in Exhibit A attached hereto (the
       “Property”).

3.     To the best of Affiant’s knowledge without independent inquiry, the Property is free
       and clear of all liens, taxes, encumbrances, and claims of every kind, nature, and
       description whatsoever, except for easements, restrictions, or other title matters
       listed in the schedule of exceptions in the title insurance commitment, no.
       _____________, issued by title insurer to insure the fee simple title to be received
       by Purchaser (the “commitment”).

4.     To the best of Affiant’s knowledge without independent inquiry, there are no matters
       pending against Seller that could give rise to a lien that would attach to the Property
       or cause a loss of title or impair the title between the effective date of the most
       recent commitment and the recording of the deed creating the fee simple title to be
       insured, and Seller has not and will not execute any instrument that would
       adversely affect title to the Property.

5.     To the best of Affiant’s knowledge without independent inquiry, Seller has
       undisputed possession of the Property; there is no other person or entity in
       possession or who has any possessory right in the Property; and Seller knows of
       no defects in the fee simple title to the Property.

6.     To the best of Affiant’s knowledge without independent inquiry, no Notice of
       Commencement under the Florida Construction Lien Law has been recorded which
       pertains to the Property since the effective date of the most recent commitment,
       there are no unrecorded laborers’, mechanics’, or materialmen’s liens against the
       Property, and no material or labor has been furnished to the Property for which
       payment has not been made in full.
7.    To the best of Affiant’s knowledge without independent inquiry, within the past 90
      days there have been no improvements, alterations, or repairs to the Property for
      which any costs thereof remain unpaid, and within the past 90 days there have
      been no claims that remain unpaid for labor or material furnished for repairing or
      improving the Property.

8.    To the best of Affiant’s knowledge without independent inquiry, there are not due, or
      to come due, unpaid bills, liens, or assessments for mowing, water, sanitary
      sewers, paving, or other public utilities or improvements made by any governmental
      authority. Should any bill be found which relates to the period of Seller’s ownership
      of the Property, Seller will pay such bill upon demand. To the best of Affiant’s
      knowledge, without independent inquiry, no notice has been received of any public
      hearing regarding future or pending zoning changes or assessments for
      improvements by any governmental authority.

9.    To the best of Affiant’s knowledge without independent inquiry, there are no
      unrecorded deeds, agreements for deed, judgments, liens, mortgages, easements
      or rights of way for users, or adverse interests with respect to the Property.

10.   To the best of Affiant’s knowledge without independent inquiry, if the Property is
      improved, there are no claims, liens, or security interests whatsoever of any kind or
      description against any furniture, fixtures, equipment, and personal property located
      in the improvements on the Property and sold as part of this transaction; all tangible
      personal property taxes are paid in full.

11.   To the best of Affiant’s knowledge without independent inquiry, there are no existing
      contracts for sale affecting the Property, except for the contract between Seller and
      Purchaser.

12.   To the best of Affiant’s knowledge without independent inquiry, there is no pending
      civil action that involves the Property in any way.

13.   To the best of Affiant’s knowledge without independent inquiry, there are no federal
      tax claims, liens, or penalties assessed against Seller, either individually or in any
      other capacity.

14.   To the best of Affiant’s knowledge without independent inquiry, Seller has never
      been the subject of proceedings in bankruptcy, nor has Seller ever made an
      assignment for the benefit of creditors, nor is there now in effect any assignment of
      rents of the Property or any part thereof.

15.   Seller is not a “non-resident alien” for the purposes of United States income
      taxation, nor is Seller a “foreign person” (as such term is defined in Section 1445 of
      the Internal Revenue Code of the United States and its related income tax
      regulations); Seller’s Federal Employer Identification No. (FEIN) is _________; and
       Seller understands that the certification made in this paragraph may be disclosed to
       the Internal Revenue Service by Purchaser; that any false statement contained in
       this paragraph could be punished by fine, imprisonment, or both; and that the
       information contained in this paragraph must be true and correct and is provided
       under penalties of perjury.

16.   This affidavit is executed in duplicate, each of which shall be considered an original,
      with one original to be delivered to Purchaser and one original to be delivered to
      title insurer.

      THIS AFFIDAVIT is made pursuant to Section 627.7842, Florida Statutes, for the
purpose of inducing Purchaser to purchase the Property and title insurer to insure the fee
simple title to the Property and to disburse the proceeds of the sale. Seller intends for
Purchaser and title insurer to rely on these representations.


                                          _________________________________
                                          Brenda A. Priestly Jackson

STATE OF FLORIDA
COUNTY OF DUVAL

The foregoing instrument was on this _____ day of ______, 2006, sworn to and subscribed
before me by Brenda A. Priestly Jackson and executed, acknowledged and delivered
before me by Brenda A. Priestly Jackson, as Chairman of The School Board of Duval
County, Florida a/k/a Duval County School Board, a body politic and corporate, on behalf
of the Board. She is personally known to me.

                                          _________________________________
                                          Printed name:                   _____
                                          Notary Public, State of Florida
                                          My commission expires:
                                          Commission no.:
                                                 (NOTARIAL SEAL)
                                                Exhibit J

                   BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT

        Before me, this day personally appeared the undersigned ("affiant"), who, first being duly

sworn, deposes and says:

        1)      Affiant is the ____________________ of Great Meadows I, LLC, a Florida limited

liability company (“Seller”), which is the record owner of the property described in Exhibit A

attached hereto (the “Property”). As required by Section 286.23, Florida Statutes, and subject to the

penalties for perjury, the following is a list of every "person" (as defined in Section 1.01(3), Florida

Statutes) holding five percent or more of the beneficial interest in Seller:

Name                                            Address                                  Interest



                       THIS INFORMATION MUST BE COMPLETED



        2)      To the best of the affiant's knowledge, all persons who have a financial interest in this

real estate transaction or who have received or will receive real estate commissions, attorney's or

consultant's fees or any other fees or other benefits incident to the sale of the Property are as follows:

Name                            Address                  Reason for Payment              Amount




        3)      To the best of the affiant's knowledge, the following is a true history of all financial

transactions (including any existing option or purchase agreement in favor of Seller) concerning the
Property which have taken place or will take place during the last five years prior to the conveyance

of title to The School Board of Duval County, Florida a/k/a Duval County School Board:

Name and Address                                      Type of                Amount of
of Parties Involved            Date                   Transaction            Transaction




       This affidavit is given in compliance with the provisions of Sections 286.23, 375.031(1), and
380.08(2), Florida Statutes.



                                                      AFFIANT

                                                      ______________________________
                                                      Print Name:____________________

STATE OF FLORIDA
COUNTY OF DUVAL

The foregoing instrument was sworn to and subscribed before me this _____ day of _____________,
2006, by ____________________________. Such person (__) is personally known to me or (__)
produced a Florida driver’s license as identification.


                                              ______________________________________
                                              Printed name:
                                              Notary Public, State of Florida
                                              My commission expires:
                                              Commission no.:
                                              (NOTARIAL SEAL)
                                           Exhibit K

                        AFFIDAVIT OF COMPLIANCE WITH
                     FEDERAL REGULATIONS AS PUBLISHED IN
                      FEDERAL REGISTER VOLUME 38, NO. 24,
                            DATED FEBRUARY 6, 1973

       BEFORE ME, this day personally appeared ______________________ (“Affiant”), who first
being duly sworn, deposes and says:

       1.     Affiant is the _______________________ of Great Meadows I, LLC, a           Florida
              limited liability company.

       2.     Great Meadows is the purchaser of certain real property owned by The School
              Board of Duval County, Florida, a/k/a Duval County School Board, more
              particularly described on Exhibit “A” attached hereto and by reference made a
              part hereof (“Property”).

       3.     The Property is being purchased by Great Meadows I, LLC, for investment purposes.

       4.     Great Meadows I, LLC has no affiliation or connection as an officer, employee,
              agent, trustee or otherwise with any school, school system, person or organization
              controlling, operating or intending to establish any school or school system on the
              Property.



                                                    _________________________________
                                                    Print Name:_______________________

STATE OF FLORIDA
COUNTY OF DUVAL

The foregoing instrument was sworn to and subscribed before me this _____ day of _____________,
2006, by ____________________________. Such person (__) is personally known to me or (__)
produced a Florida driver’s license as identification.


                                            ______________________________________
                                            Printed name:
                                            Notary Public, State of Florida
                                            My commission expires:
                                            Commission no.:
                                            (NOTARIAL SEAL)
                                             Exhibit L

Prepared by:
Suzanne S. Howard
Assistant General Counsel
Office of General Counsel
117 West Duval Street, Suite 480
Jacksonville, Florida 32202




                                   EASEMENT AGREEMENT
                                      (Access and Utilities)

       This EASEMENT AGREEMENT is made as of this _____ day of ________________,
2006, by and between THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA a/k/a DUVAL
COUNTY SCHOOL BOARD, a body politic and corporate, whose mailing address is 1701
Prudential Drive, Jacksonville, Florida 32207 (AGrantor@) and GREAT MEADOWS I, LLC, a
Florida limited liability company, whose mailing address is One Independent Drive, Suite 1200,
Jacksonville, Florida 32202 (AGrantee@).

                                            RECITALS:

       A.      Grantor owns property in Duval County, Florida, which property is described in
Exhibit “A” attached hereto (the “Easement Area”).

       B.     Grantee owns the property described in Exhibit AB@, which property is adjacent to
the Easement Area (the “Benefited Property”).

         C.      Grantee has requested and Grantor has agreed to provide an easement for access and
utilities across and under the Easement Area to benefit only the Benefited Property, according to the
terms and conditions more particularly set forth herein.

       D.      Grantor and Grantee agree that upon dedication of the Easement Area or any portion
thereof to the City of Jacksonville this Easement Agreement shall terminate as to the portion
dedicated.

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by Grantor and Grantee,
it is agreed as follows:

        1.      Recitals. The Recitals set forth above are true and correct and incorporated herein by
this reference.

       2.      Grant of Easement Rights. Grantor hereby bargains, sells, grants and conveys unto
Grantee (its successors and assigns) a perpetual non-exclusive easement under, in and upon the
surface (but not overhead) of the Easement Area only for the following purposes: (a) ingress,
egress and passage (both pedestrian and vehicular), and (b) construction, operation, maintenance,
repair and replacement of underground drainage, sewer, water, electric and other utilities
(collectively, (a) and (b) are the “Easement Rights”). The Easement Rights are only for the benefit of
and appurtenant to the Benefited Property, and are subject to all matters of public record.

       3.      Construction of Improvements by Grantee within the Easement Area.

                No improvements shall be constructed or installed within the Easement Area until the
plans and specifications for such have been approved by Grantor, which approval shall not be
unreasonably withheld, conditioned or delayed. Grantor acknowledges that Grantee intends to install
roadway improvements and utilities within the Easement Area. Before starting and until the
completion of any improvements, Grantee shall procure and maintain insurance of the types and in
the minimum amount stated below. Further, in the event Grantee engages third parties to conduct
the work, then the third parties shall procure and maintain insurance of the types and in the minimum
amounts stated below:

SCHEDULE                                              LIMITS
Worker’s Compensation
      Worker’s Compensation &                         Florida Statutory Coverage
      Employer’s Liability (including                 $100,000 Each Accident
      appropriate Federal Acts)                       $500,000 Disease Policy Limit
                                                      $100,000 Each Employee/Disease

Commercial General Liability
     Premises-Operations                              $1,000,000 Each Occurrence
     Products-Completed Operation                     $2,000,000 Aggregate
     Blanket Contractual Liability
     Independent Contractors

Automobile Liability
     All automobiles (owned,                          $1,000,000 Combined Single Limit
     hired or non-owned)

         Grantor shall be named as an additional insured under all the above Commercial General
Liability Insurance. The above required insurance shall be written by an insurer holding a current
certificate of authority issued by the Department of Insurance of the State of Florida pursuant to the
Chapter 624, Florida Statutes. Before starting construction, Certificates of Insurance evidencing the
maintenance of said insurance shall be furnished to Grantor. The Certificates shall provide that no
material alteration or cancellation, including expiration and non-renewal, shall be effective until
thirty (30) days after receipt of written notice by Grantor. Any indemnification provisions in this
Easement Agreement are separate and apart and in no way limited by the insurance amounts stated
above. A Waiver of Subrogation shall be included on all required insurance in favor of Grantor.

        Grantee shall require any contractor or contractors performing work at the Easement Area to
furnish a Construction 100% Performance and Payment Bond in an amount not less than the full
amount of the contract price for completing the build-out of any improvements, as surety for the
faithful performance of the contract by contractor, and for the payment of all persons performing
labor and furnishing materials in connection with the work. Grantee shall, before the
commencement of any construction, furnish Grantor with evidence of the Construction Bond as
outlined herein. If at any time during the continuance of the contract, a surety on the contractor’s
bond or bonds becomes irresponsible, Grantor shall have the right to request additional and sufficient
sureties which Grantee shall require the contractor to furnish within ten (10) days after receipt of
written notice from Grantor to do so.

       Any additions, deletions or revisions to the improvements, as set forth in approved designs
and plans, shall require the prior written approval of Grantor.

       Grantee shall obtain, at its own expense, any applicable permits, changes to existing permits,
any architectural approvals and zoning approvals as may be required by federal, state and local laws
and regulations for the construction of the improvements.

        Grantee agrees to comply, and to require any contractor, subcontractor or supplier to comply
with all applicable federal, state and municipal laws, rules, ordinances and regulations.

       Neither approval nor failure to disapprove the insurance furnished by Grantee shall relieve
Grantee or its contractors, subcontractors, suppliers, or agents from the responsibility to provide the
insurance as required by this Easement Agreement.

        4.      Rights by Grantor. The Easement Rights shall be non-exclusive. Grantor shall
continue use the Easement Area for any and all purposes not inconsistent with the Easement Rights
granted hereunder. Grantor, its officers, agents, servants, employees, contractors, invitees, students,
tenants, licensees, other permittees, successors and assigns shall have the right to use any and all
improvements for ingress, egress and passage constructed by Grantee within the Easement Area.
Grantor may also grant others the right to use the Easement Area provided such use does not
materially and adversely affect Grantee’s use of the same.

        5.     Maintenance of Easement Area; Repair of Damage. The Grantee shall maintain
the Easement Area at its own expense and in good condition. In the event that the Grantee enters on
the Easement Area for the purpose of constructing, reconstructing, installing, maintaining, repairing,
or replacing any improvements within the Easement Area, then any damage caused by the Grantee to
the Easement Area incidental thereto shall be promptly repaired and restored to its pre-existing
condition.

        6.     Indemnification. The Grantee, its successors and assigns, hereby agree to indemnify
and hold harmless the Grantor and its officers, agents, employees, representatives, contractors,
invitees, students, licensees, successors and assigns, from any and all actions, claims, expenses,
damages, and liabilities of any nature whatsoever (including reasonable attorneys’ fees and costs,
including fees and costs arising from appeal) from any injury to persons or damage to property
arising in connection with the use of the Easement Area by Grantee, its officers, agents,
representatives, employees, contractors, invitees or licensees, or the location, construction, or
maintenance of any improvement by Grantee thereon, unless caused by the sole negligence or sole
willful misconduct of Grantor.

        7.      Notices. Any notice required or permitted to be given pursuant to the terms of this
Easement Agreement shall be in writing, and hand delivered, or sent via overnight delivery or via
certified mail, return receipt requested, postage prepaid, by U.S. Mail. Notices shall be effective
upon delivery in the case of hand delivery or overnight courier. Notice sent via certified mail shall
be effective on the second business day after being placed in the U.S. Mail. The address for notices
pursuant to this Easement Agreement shall be as follows:

       Grantor:                                       Grantee:
       Duval County School Board                      Great Meadows I, LLC
       1701 Prudential Drive                          One Independent Drive, Suite 1200
       Jacksonville, Florida 32207                    Jacksonville, Florida 32202
       Attn: Intergovernmental and Real Property

       With copy to:
       Office of General Counsel
       117 West Duval Street
       Suite 480
       Jacksonville, Florida 32202
       Attn: Corporation Secretary

               Addresses for notices pursuant to this Easement Agreement may be changed by
written notice given in accordance with the terms of this Easement Agreement.

        8.      Attorneys Fees. In connection with any litigation, including appellate proceedings,
arising out of this Easement Agreement, each party shall be responsible for its own attorneys’ fees
and costs.

        9.     Miscellaneous. This Easement Agreement shall be construed under the laws of the
State of Florida. Venue for any action for the interpretation or enforcement of this Easement
Agreement shall lie only in Duval County, Florida. The parties agree that the entire agreement
between the parties with respect to the easement granted hereby is set forth in this instrument. This
Easement Agreement may only be modified or supplemented in writing signed by the parties, or their
heirs, successors and assigns, and any modification shall take effect only upon recordation of the
signed instrument in the public records of Duval County, Florida.

        10.    Beneficiaries. The terms of this Easement Agreement shall be binding and
enforceable by Grantor, Grantee, and their respective heirs, successors and assigns who own the
Easement Area or the Benefited Property, respectively; it being understood that the rights and
obligations herein shall run with the land.

        11.    Termination. Grantor has the sole and absolute right at any time to dedicate to the
City of Jacksonville as a public right of way all or any part of the Easement Area. This Easement
Agreement shall automatically terminate as to any portion of the Easement Area dedicated to the
City of Jacksonville as a public right of way upon dedication of the same to the City of Jacksonville.
 Grantor shall record in the public records of Duval County, Florida a notice of termination
confirming termination of this Easement Agreement to any portion of the Easement Area dedicated.

       IN WITNESS WHEREOF, the Grantor and Grantee have signed this instrument the day
and year first above written.

ATTEST:                                           THE SCHOOL BOARD OF DUVAL
                                                  COUNTY FLORIDA a/k/a
                                                  DUVAL COUNTY SCHOOL BOARD


_________________________________                 By:___________________________
Joseph Wise                                          Brenda A. Priestly Jackson
Superintendent of Schools                             Chairman
and Ex Officio Secretary



STATE OF FLORIDA
COUNTY OF DUVAL

   The foregoing instrument was acknowledged before me this _______ day of
_________________, 2006, by Brenda A. Priestly Jackson the Chairman of The School Board of
Duval County, Florida a/k/a Duval County School Board, a body politic and corporate, on behalf of
Duval County School Board. Such person is personally known to me.

                                                      ______________________________
                                                      ______________________________
                                                      (print name)
                                                      Notary Public

STATE OF FLORIDA
COUNTY OF DUVAL

   The foregoing instrument was acknowledged before me this _______ day of _______________,
2006, by Joseph Wise the Superintendent of Schools and Ex Officio Secretary of The School Board
of Duval County, Florida a/k/a Duval County School Board, a body politic and corporate, on behalf
of Duval County School Board. Such person is personally known to me.

                                                      ______________________________
                                                      ______________________________
                                                      (print name)
                                                      Notary Public
WITNESSES:                                   GREAT MEADOWS I, LLC


________________________________             By:________________________________
Print Name:                                  Print Name:__________________________
                                             Title:________________________________

________________________________
Print Name:



STATE OF FLORIDA
COUNTY OF DUVAL

        The foregoing instrument was acknowledged before me this ______ day of ______________,
2006, by ______________________________, the __________________ of Great Meadows I, LLC,
a Florida limited liability company, on behalf of the company. Such person (__) is personally known
to me or (__) produced a Florida driver’s license as identification.

                                                     _________________________________(x)
                                                     ___________________________________
                                                     [Print or type name]
                                                     Notary Public, State of Florida
                                                     My commission expires:
                                                     Commission no.:
                                                     (NOTARIAL SEAL)
                                    EXHIBIT “B”

                                    (Page 1 of 2)

                              BENEFITED PROPERTY

A PART OF SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24 EAST, DUVAL COUNTY, FLORIDA,
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE,
COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 36, SAID POINT LYING WITHIN
THE RIGHT-OF-WAY OF CHAFFEE ROAD (A 100 FOOT RIGHT-OF-WAY AS NOW
ESTABLISHED); THENCE SOUTH 88°56'58" WEST ALONG THE SOUTH LINE OF SAID SECTION
36, A DISTANCE OF 662.09 FEET; THENCE NORTH 00°42'03" EAST LEAVING SAID SECTION
LINE, A DISTANCE OF 1515.08 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 88°55'55"
WEST, A DISTANCE OF 312.68 FEET TO THE POINT OF CURVE OF A CURVE, CONCAVE
NORTHEASTERLY, HAVING A RADIUS OF 600.00 FEET; THENCE NORTHWESTERLY ALONG
THE ARC OF SAID CURVE, AN ARC DISTANCE OF 242.23 FEET, SAID ARC BEING SUBTENDED
BY A CHORD BEARING OF NORTH 71°37'15" WEST AND A CHORD DISTANCE 240.59 FEET TO
THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 60°03'18" WEST, A DISTANCE OF
112.55 FEET; THENCE NORTH 65°46'11" WEST, A DISTANCE OF 200.86 FEET; THENCE NORTH
60°03'18" WEST, A DISTANCE OF 159.94 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 1000.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 511.26 FEET,
SAID ARC BEING SUBTENDED BY A CHORD BEARING OF NORTH 74°42'06" WEST AND A
CHORD DISTANCE OF 505.71 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
NORTH 89°20'54" WEST, A DISTANCE OF 562.27 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE SOUTHERLY, HAVING A RADIUS OF 1000.00 FEET; THENCE WESTERLY ALONG
THE ARC OF SAID CURVE, AN ARC DISTANCE OF 181.71 FEET, SAID ARC BEING SUBTENDED
BY A CHORD BEARING OF SOUTH 85°26'46" WEST AND A CHORD DISTANCE OF 181.46 FEET
TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 80°14'25" WEST, A DISTANCE
OF 105.74 FEET; THENCE SOUTH 88°31'16" WEST, A DISTANCE OF 330.73 FEET TO THE POINT
OF CURVE OF A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 225.00 FEET;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 361.16
FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF NORTH 45°29'41" WEST AND
A CHORD DISTANCE OF 323.62 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
NORTH 00°29'22" EAST, A DISTANCE OF 145.57 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 375.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 137.85 FEET,
SAID ARC BEING SUBTENDED BY A CHORD BEARING OF NORTH 10°02'30" WEST AND A
CHORD DISTANCE OF 137.08 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
NORTH 20°34'22" WEST, A DISTANCE OF 66.63 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 225.00 FEET; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 82.71 FEET,
SAID ARC BEING SUBTENDED BY A CHORD BEARING OF NORTH 10°02'30" WEST AND A
CHORD DISTANCE OF 82.25 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
NORTH 00°29'22" EAST, A DISTANCE OF 200.47 FEET; THENCE NORTH 89°20'54" WEST, A
DISTANCE OF 150.00 FEET; THENCE SOUTH 00°29'22" WEST, A DISTANCE OF 200.89 FEET TO
THE POINT OF CURVE OF A CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 375.00
FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 137.85
FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING OF SOUTH 10°02'30" EAST AND
A CHORD DISTANCE OF 137.08 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
                                    EXHIBIT “B”

                                     (Page 2 of 2)

SOUTH 20°34'22" EAST, A DISTANCE OF 66.63 FEET TO THE POINT OF CURVE OF A CURVE,
CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 225.00 FEET; THENCE SOUTHEASTERLY
ALONG THE ARC OF SAID CURVE, AN ARC DISTANCE OF 82.71 FEET, SAID ARC BEING
SUBTENDED BY A CHORD BEARING OF SOUTH 10°02'30" EAST AND A CHORD DISTANCE OF
82.25 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 00°29'22" WEST, A
DISTANCE OF 145.86 FEET TO THE POINT OF CURVE OF A CURVE, CONCAVE
NORTHEASTERLY, HAVING A RADIUS OF 375.00 FEET; THENCE SOUTHEASTERLY ALONG
THE ARC OF SAID CURVE, AN ARC DISTANCE OF 182.91 FEET, SAID ARC BEING SUBTENDED
BY A CHORD BEARING OF SOUTH 13°29'03" EAST AND A CHORD DISTANCE OF 181.11 FEET
TO A POINT ON SAID CURVE; THENCE NORTH 89°20'54" WEST, A DISTANCE OF 1007.77 FEET;
THENCE NORTH 00°29'22" EAST, A DISTANCE OF 2584.92 FEET; THENCE NORTH 88°41'03"
EAST, A DISTANCE OF 3753.94 FEET; THENCE SOUTH 00°38'30" WEST, A DISTANCE OF 1913.79
FEET; THENCE SOUTH 80°54'10" EAST, A DISTANCE OF 235.24 FEET; THENCE SOUTH 00°41'13"
WEST, A DISTANCE OF 30.00 FEET; THENCE SOUTH 89°46'27" EAST, A DISTANCE OF 612.23
FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF CHAFFEE ROAD (A 100 FOOT
RIGHT-OF-WAY AS NOW ESTABLISHED); THENCE SOUTH 00°51'11" WEST ALONG SAID
WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 1134.72 FEET; THENCE SOUTH 89°38'39"
WEST LEAVING SAID WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 608.68 FEET TO THE
POINT OF BEGINNING.

 LESS AND EXCEPT THE FOLLOWING:


 TRACT 1, BLOCK 4, JACKSONVILLE HEIGHTS, SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24
 EAST, ACCORDING TO PLAT THEREOF RECORDED IN PLAT BOOK 5, PAGE 93 OF THE
 CURRENT PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA.

 AND

 A PART OF SECTION 36, TOWNSHIP 2 SOUTH, RANGE 24 EAST, DUVAL COUNTY, FLORIDA,
 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE,
 COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 36, SAID POINT LYING
 WITHIN THE RIGHT-OF-WAY OF CHAFFEE ROAD (A 100.00 FOOT RIGHT-OF-WAY AS NOW
 ESTABLISHED); THENCE SOUTH 88 DEGREES 56 MINUTES 58 SECONDS WEST ALONG THE
 SOUTH LINE OF SAID SECTION 36, A DISTANCE OF 662.09 FEET; THENCE NORTH 00
 DEGREES 42 MINUTES 03 SECONDS EAST, A DISTANCE OF 1515.08 FEET TO THE POINT OF
 BEGINNING, SAID POINT LYING ON A NORTHERLY LINE OF THOSE LANDS DESCRIBED IN
 OFFICIAL RECORDS VOLUME 3256, PAGE 644 OF THE CURRENT PUBLIC RECORDS OF
 DUVAL COUNTY, FLORIDA; THENCE NORTH 00 DEGREES 38 MINUTES 45 SECONDS EAST,
 A DISTANCE OF 480.04 FEET; THENCE NORTH 89 DEGREES 37 MINUTES 28 SECONDS EAST
 A DISTANCE OF 610.42 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE, A
 DISTANCE OF 480.28 FEET; THENCE SOUTH 89 DEGREES 38 MINUTES 39 SECONDS WEST,
 LEAVING SAID WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 608.68 FEET TO THE
 POINT OF BEGINNING.
                                           Exhibit M
                                       SURVEY AFFIDAVIT
STATE OF FLORIDA
COUNTY OF DUVAL

        The undersigned Affiant, after being duly sworn, deposes, and says:

         1.    Affiant is the ___________________ of Great Meadows I, LLC, a Florida limited
liability company, which is the owner of the following described property: See attached Exhibit A.

      2.      Attached hereto is a survey of the above described property drawn by [name of
surveyor], dated [date of survey].

       3.    Since the date of the survey, there have been no modifications and/or additions to
the improvements shown on the survey.
      4.     Since the date of the survey to the best of Affiant's knowledge, there have been no
improvements or fences erected on any adjacent property.

       5.       Affiant has not granted any easement of any nature across the above described
property.

       6.    This Affidavit is made for the purpose of inducing [name of title insurance
company] to issue an owner’s policy of title insurance without survey and unrecorded easement
exceptions.

        7.      Affiant further state that Affiant is familiar with the nature of an oath, and with the
penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an
instrument of this nature. Affiant further certifies that Affiant has read the full facts of this Affidavit
and understands its context.

                                                          __________________________________
                                                          Print Name:________________________

        The foregoing instrument was on this _____ day of ____________, 2006, sworn to and
subscribed before me by _____________________, and executed, acknowledged and delivered
before me by ______________________ as ______________________ of Great Meadows I, LLC, a
Florida limited liability company, on behalf of the company . Such person (__) is personally known
to me or (__) produced a Florida driver’s license as identification.
                                               ______________________________________
                                               Printed name:
                                               Notary Public, State of Florida
                                               My commission expires:
                                               Commission no.:
                                               (NOTARIAL SEAL)
                                            Exhibit N
                                       SURVEY AFFIDAVIT

STATE OF FLORIDA
COUNTY OF DUVAL

        The undersigned Affiant, after being duly sworn, deposes, and says:

      1.      Affiant is the Chairman of The School Board of Duval County, Florida a/k/a Duval
County School Board, which is the owner of the following described property: See attached Exhibit
A.

      2.      Attached hereto is a survey of the above described property drawn by [name of
surveyor], dated [date of survey].

       3.    Since the date of the survey, there have been no modifications and/or additions to
the improvements shown on the survey.
      4.     Since the date of the survey to the best of Affiant's knowledge, there have been no
improvements or fences erected on any adjacent property.

       5.       Affiant has not granted any easement of any nature across the above described
property.

       6.    This Affidavit is made for the purpose of inducing [name of title insurance
company] to issue an owner’s policy of title insurance without survey and unrecorded easement
exceptions.

        7.      Affiant further state that Affiant is familiar with the nature of an oath, and with the
penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an
instrument of this nature. Affiant further certifies that Affiant has read the full facts of this Affidavit
and understands its context.

                                                          __________________________________
                                                          Brenda A. Priestly Jackson

        The foregoing instrument was on this _____ day of ___________, 2006, sworn to and
subscribed before me by Brenda A. Priestly Jackson and executed, acknowledged and delivered
before me by Brenda A. Priestly Jackson, as Chairman of The School Board of Duval County,
Florida a/k/a Duval County School Board on behalf of the Board . She is personally known to me.
                                           ______________________________________
                                           Printed name:
                                           Notary Public, State of Florida
                                           My commission expires:
                                           Commission no.:
                                           (NOTARIAL SEAL)
                                               Exhibit O
Prepared by:
Suzanne S. Howard
Assistant General Counsel
Office of General Counsel
117 West Duval Street, Suite 480
Jacksonville, Florida 32202




                             AGREEMENT REGARDING UTILITIES


        THIS AGREEMENT REGARDING UTILITIES (“Agreement”) is made as of the _______
day of ____________, 2006, by and between THE SCHOOL BOARD OF DUVAL COUNTY,
FLORIDA a/k/a DUVAL COUNTY SCHOOL BOARD, a body politic and corporate, whose
address is 1701 Prudential Drive, Jacksonville, Florida 32207 (“DCSB”) and GREAT MEADOWS
I, LLC, a Florida limited liability company, whose address is One Independent Drive, Suite 1200,
Jacksonville, Florida 32202 (“Meadows”).

                                              RECITALS:

        A.       Meadows acquired from DCSB by deed dated of even date herewith that certain
parcel of real property which is more particularly described in Exhibit “A” attached hereto and made
a part hereof (the “Meadows Parcel”).

       B.      DCSB is the owner of that certain parcel of real property which is more particularly
described in Exhibit “B” attached hereto and made a part hereof (the “DCSB Parcel”).

       C.        The parties desire to set forth certain covenants, conditions and agreements with
respect to the aforesaid parcels, for the mutual benefit of the parties hereto and their respective heirs,
executors, successors, legal representatives and assigns.

        NOW THEREFORE, in consideration of the mutual covenants and agreements herein set
forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, the parties agree as follows:

       1.        Recitals. The recitals set forth above are true and correct and incorporated herein by
reference.

        2.       Water and Sewer Service.

                 (a)    Meadows shall, at its sole cost and expense, extend the existing water line in
Chaffee Road to the DCSB Parcel (the “Water Line”) and extend the existing sewer line in Chaffee
Road to the DCSB Parcel (the “Sewer Line”). The Water Line and Sewer Line shall be collectively
referred to as the “Facilities”. The Facilities shall connect to the DCSB Parcel at the locations shown
on the Chaffee Road Water Main & Force Main Extension plans and specifications by Reynolds,
Smith and Hills, Inc. dated April 4, 2006 on file in the office of the Director, Intergovernmental and
Real Property, Duval County School Board, 1701 Prudential Drive, Jacksonville, Florida 32202 (the
“Plans”).

                 (b)    The Facilities shall be constructed in accordance with the Plans. Any
additions, deletions or revisions to the Facilities as set forth in the Plans with respect to the level of
service and/or connection to the DCSB Parcel shall require prior written approval of DCSB. The
Facilities shall provide water and sewer service to the DCSB Parcel. Meadows shall be responsible
for obtaining all permits and other approvals required by governmental authorities needed to perform
this work. Upon completion of construction, the Facilities shall be dedicated to JEA.

              (c)     Construction of the Water Line shall commence on or before July 1, 2006 and
shall be completed and accepted by JEA on or before November 1, 2006.

               (d)   Construction of the Sewer Line shall commence on or before September 1,
2006 and shall be completed and accepted by JEA on or before January 1, 2007.

        3.     Letter of Credit. Upon execution of this Agreement, Meadows shall deliver to DCSB
and maintain and/or keep in full force and effect until June 1, 2007, an evergreen Irrevocable Letter
of Credit (LOC) in the amount of Four Hundred Thousand Dollars ($400,000). The LOC shall be a
form acceptable to the DCSB and shall be issued or confirmed by a Bank located in Jacksonville,
Florida. This LOC is for the purpose of guaranteeing the full and faithful performance of the
obligations of Meadows under this Agreement, including but not limited to: (a) the payment of all
costs due hereunder, (b) the construction of the Facilities as set forth herein, (c) without limiting
Meadow’s liability under other indemnification provisions in this Agreement, to indemnify the
DCSB against any damages both real and personal sustained by DCSB pursuant to this Agreement,
or (d) for any action, breach, default or noncompliance of Meadows with the terms of this
Agreement. The DCSB may draw upon the entire LOC immediately without notice, by tendering to
the issuing Bank a Certificate in substantially the form set forth in Exhibit “C” attached hereto and
made a part hereof. In the event the DCSB draws against the LOC, Meadows will be required to
immediately reinstate the LOC to its full amount set forth above. The DCSB’s draw against the LOC
shall be done without waiving any other rights and remedies that the DCSB may have under the
Agreement, in law, or in equity.

        4.      Failure to Perform. In the event Meadows fails to commence construction or
complete construction of the Facilities within the time periods stated in this Agreement, DCSB shall
have the right, but no obligation, to commence and/or complete the construction of the Facilities.
Meadows shall reimburse DCSB all costs incurred by the DCSB in the construction of the Facilities,
including but not limited to, the designing, engineering, permitting and constructing of the Facilities.
 Meadows shall within thirty (30) days of receipt of demand from DCSB, reimburse DCSB the
amounts incurred by DCSB for the Facilities. DCSB shall provide such documentation as may be
reasonably required by Meadows showing the expenditures and costs incurred by DCSB for the
Facilities.

        5.     Indemnification. Meadows shall indemnify, defend and hold harmless the DCSB, its
officers, employees, representatives, agents, invitees, contractors, successors and assigns against any
damage, claim, action, demand, loss, injury, liability, cost, and expense of whatever kind or nature
(including but not by way of limitation, attorneys’ fees and court costs) arising out of injury (whether
mental or corporeal) to persons, including death, or damage to property, arising out of or incidental
to (i) the construction of the Facilities or any part thereof, (ii) the failure to construct the Facilities as
set forth in this Agreement, or (iii) arising out of any act or omission of Meadows, its officers,
agents, employees, servants, contractors, invitees related to the Facilities.

        6.      Successors and Assigns. This Agreement and the obligations created hereby shall
inure to the benefit of and be binding upon the parties hereto, their heirs, personal representatives,
successors and assigns, and upon any person acquiring the DCSB Parcel or the Meadows Parcel, or
any portion thereof, or any interest therein, whether by operation of law or otherwise.

         7.     Default. The failure to observe or perform any of the covenants, conditions or
obligations of this Agreement, within thirty (30) days after the issuance of written notice specifying
the nature of the default claimed shall constitute a material default and breach of this Agreement by
the non-performing party (the “Defaulting Party”); provided, however, if such condition does not
relate to the payment of money and is of a nature that it cannot be corrected within thirty (30) days,
then such party shall not be in default so long as it commences such cure promptly after receiving
such notification, and diligently pursues such cure and such cure is in any event completed within
sixty (60) days.

                With respect to any default under this Section, any party shall have the right, but not
the obligation, to cure such default by the payment of money or the performance of some other action
for the account of and at the expense of the Defaulting Party; provided, however, that in the event the
default shall constitute an emergency condition, any party acting in good faith, shall have the right to
cure such default upon such advance notice as is reasonably possible under the circumstances or, if
necessary, without advance notice, so long as notice is given as soon as possible thereafter. To
effectuate any such cure, the party shall have the irrevocable right upon prior written notice to enter
upon the property of the Defaulting Party to perform any necessary work or furnish any necessary
materials or services to cure the default of the Defaulting Party. In the event any party shall cure a
default, the Defaulting Party shall reimburse the curing party for all costs and expenses incurred in
connection with such curative action, within thirty (30) days of receipt of demand, together with
reasonable documentation supporting the expenditures made.

                No waiver by any party of any default under this Agreement shall be effective or
binding on such party unless made in writing by such party and no such waiver shall be implied from
any omission by any party to take action in respect to such default. No express written waiver of any
default shall affect any other default or cover any other period of time other than any default and/or
period of time specified in such express waiver. One or more written waivers of any default under
any provisions of this Agreement shall not be deemed to be a waiver of any subsequent default in the
performance or the same provisions or any other terms or provisions contained in this Agreement.

               Each party shall have the right to prosecute any proceedings at law or in equity against
any Defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon
any of the provisions contained in this Agreement, and to recover damages for any such violation or
default. Such proceeding shall include the right to restrain by injunction any violation or threatened
violation by another of any of the terms, covenants or conditions of this Agreement, or to obtain a
decree to compel performance of any such terms, covenants, or conditions, it being agreed that the
remedy at law for a breach of any such term, covenant, or condition (except those, if any, requiring
the payment of a liquidated sum) is not adequate. All of the remedies permitted or available to a
party under this Agreement or at law or in equity shall be cumulative and not alternative, and
invocation of any such right or remedy shall not constitute a waiver or election of remedies with
respect to any other permitted or available right or remedy.

         8.     Notices. Any notice, request, demand, instrument or other document to be given or
served under this Agreement shall be in writing and shall be delivered personally transmitted by
facsimile or sent by overnight express courier, at the respective addresses set forth below, and the
same shall be effective upon receive if delivered personally, upon receipt of facsimile confirmation
if sent by facsimile, or one (1) business day after deposit with an overnight express courier.

       If to Meadows:
       Great Meadows I, LLC
       One Independent Drive, Suite 1200
       Jacksonville, Florida 32202
       Attn: Matthew McAfee
       Fax: (904) 301-1279

       If to DCSB
       Duval County School Board
       1701 Prudential Drive
       Jacksonville, Florida 32207
       Attn: Intergovernmental and Real Property
       Fax: (904) 390-2989

       with a copy to:
       Office of General Counsel
       117 West Duval Street, Suite 480
       Jacksonville, Florida 32256
       Attn: Corporation Secretary
       Fax: (904) 630-1731

        9.      Construction and Interpretation. Whenever required by the context of this Agreement
the singular shall include the plural, and vice versa, and the masculine shall include the feminine and
neuter genders, and vice versa.

       10.     Counterparts and Signature Pages. This Agreement may be executed in several
counterparts, each of which shall be deemed an original. The signatures to this Agreement may be
executed and notarized on separate pages, and when attached to this Agreement shall constitute one
complete document.

       11.     Negation of Partnership. None of the terms or provisions of this Agreement shall be
deemed to create a partnership between or among the parties hereto in their respective businesses or
otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise.
 Each party shall be considered a separate owner, and no party shall have the right to act as an agent
for another party, unless expressly authorized to do so herein or by separate written instrument
signed by the party to be charged.
        12.     Severability. Invalidation of any of the provisions contained in this Agreement, or of
the application thereof to any person by judgment or court order shall in no way affect any of the
other provisions hereof or the application thereof to any other person and the same shall remain in
full force and effect.

       13.     Amendments. Except as otherwise provided herein, this Agreement may be amended
by, and only by, a written agreement signed by all of the parties hereto and shall be effective only
when recorded among the Public Records of Duval County, Florida.

        14.    Captions and Capitalized Terms. The captions preceding the text of each Section are
included only for convenience of reference. Captions shall be disregarded in the construction and
interpretation of this Agreement. Capitalized terms are also selected only for convenience or
reference and do not necessarily have any connection to the meaning that might otherwise be
attached to such term in a context outside of this Agreement.

         15.    Mitigation of Damages. In all situations arising out of this Agreement, all parties
shall attempt to avoid and mitigate the damages resulting from the conduct of any other party. Each
party hereto shall take all reasonable measures to effectuate the provisions of this Agreement.

       16.     Agreement Shall Continue Notwithstanding Breach. It is expressly agreed that no
breach of this Agreement shall entitle any party to cancel, rescind, or otherwise terminate this
Agreement.

       17.     Time. Time is of the essence of this Agreement.

        18.   No Waiver. The failure of any party to insist upon strict performance of any of the
terms, covenants or conditions hereof shall not be deemed a waiver of any rights or remedies which
that party may have hereunder, at law or in equity and shall not be deemed a waiver of any
subsequent breach of default in any of such terms, covenants or conditions.

        19.      Attorney’s Fees. In the event any party initiates or defends any legal action or
proceeding to enforce or interpret any of the terms of this Agreement the prevailing party in any such
action or proceeding shall be entitled to recover its reasonable costs and reasonable attorney’s fees
(including its reasonable costs and reasonable attorney’s fees on any appeal and in any bankruptcy or
insolvency proceeding).

       20.    Termination. Upon completion of the obligations, terms and conditions of this
Agreement, the parties shall execute and record in the public records of Duval County, Florida an
instrument which indicates that the Agreement is terminated.

        21.    Entire Agreement. This Agreement contains the entire agreement of the parties hereto
with respect to the subject matter hereof.

      IN WITNESS WHEREOF, the respective parties hereto have hereunto executed this
Agreement for the purposes expressed herein effective the day and year first above written.

                                  [Signatures on following pages]
Attest:                                             THE SCHOOL BOARD OF DUVAL
                                                    COUNTY, FLORIDA a/k/a
                                                    DUVAL COUNTY SCHOOL BOARD


__________________________________                  By:_________________________________
  Joseph Wise                                             Brenda A. Priestly Jackson
Superintendent of Schools and Ex                          Chairman
Officio Secretary


STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing instrument was acknowledged before me this ______ day of ____________,
2006, by Brenda A. Priestly Jackson, the Chairman of The School Board of Duval County, Florida
a/k/a Duval County School Board, a body politic and corporate, on behalf of the Duval County
School Board. Such person is personally known to me.


                                                    ___________________________________
                                                    ___________________________________
                                                    [print or type name]
                                                    Notary Public, State of Florida

STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing instrument was acknowledged before me this ______ day of ____________,
2006, by Joseph Wise, the Superintendent of Schools and Ex Officio Secretary of The School Board
of Duval County, Florida a/k/a Duval County School Board, a body politic and corporate, on behalf
of the Duval County School Board. Such person is personally known to me.


                                                    ___________________________________
                                                    ___________________________________
                                                    [print or type name]
                                                    Notary Public, State of Florida
WITNESSES:                                    GREAT MEADOWS I, LLC


______________________________                By:________________________________
Print Name:____________________               Print Name:_________________________
                                              Title:_______________________________

______________________________
Print Name:____________________


STATE OF FLORIDA
COUNTY OF DUVAL

           The foregoing instrument was acknowledged before me this ______ day of
______________, 2006, by _________________________________, the _____________________
of Great Meadows I, LLC, a Florida limited liability company, on behalf of the company. Such
person (__) is personally known to me or (__) produced a Florida driver's license as identification.
                                                  ___________________________________
                                                  Print Name:______________________
                                                  Notary Public, State of Florida
                                                  My Commission expires:
                                                  Commission No.:
                                                           (NOTARIAL SEAL)




Form Approved:

By:_________________________
     Office of General Counsel
EXHIBIT “A”
Meadows Parcel
EXHIBIT “B”
DCSB Parcel
                                    EXHIBIT “C”

                                     Certification


Date
Issuing Bank
Issuing Bank Address

Re:    Certification for draw upon Great Meadows I, LLC Letter of Credit #

Dear Sir or Madam:

Great Meadows I, LLC is not in compliance with its obligations under the Agreement
Regarding Utilities and Grant of Certain Easements dated as of _______________ entered
into between Great Meadows I, LLC and The School Board of Duval County, Florida a/k/a
Duval County School Board.

Kindly draw a bank check in the amount of the referenced Letter of Credit payable to the
Duval County School Board and forward the same to: Director, Intergovernmental and Real
Property, Duval County School Board, 1701 Prudential Drive, Jacksonville, Florida 32207.

Sincerely,

Duval County School Board


By:_______________________________
Name:_____________________________
Title:______________________________

								
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