UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 17, 2016
 
PGI INCORPORATED
(Exact name of registrant as specified in its charter)
 
Florida
 
1-6471
 
59-0867335
(State or Other Jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
Incorporation)
 
 
 
 
 
  212 South Central, Suite 304, St. Louis, MO
 
 
 
63105
  (Address of principal executive offices)
 
 
 
(Zip Code)
 
(314) 512-8650
(Registrant’s telephone number, including area code)
 
_______________________________________________________________
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
Sugarmill Woods, Inc. (“Sugarmill Woods”), a wholly-owned subsidiary of PGI Incorporated (“PGI”), entered into two contracts with the State of Florida Department of Transportation (the “Florida DOT”) for the sale of Sugarmill Woods’ principal real property asset to the Florida DOT. The signatures from the Florida DOT required to make the two contracts effective were obtained on June 17, 2016, and the sale was closed on June 21, 2016.
By way of background, PGI’s most valuable asset, which it owns through its wholly-owned subsidiary, Sugarmill Woods, are two undeveloped parcels of real property consisting of approximately 369 acres located in Hernando County, Florida (the “Property”) which is encumbered by secured creditor claims. Over the past approximately nine (9) months, the Florida DOT had expressed interest in acquiring the Property. It is the understanding of PGI and Sugarmill Woods that the Florida DOT desired to acquire the Property in connection with its contemplated northward continuation of the Suncoast Expressway as part of the Suncoast Parkway, Project 2. Currently, the Suncoast Expressway terminates on the south side of Route 98 opposite the Property. As PGI and Sugarmill Woods understand it, such northward continuation will require a significant portion of the Property which is the reason the Florida DOT wished to acquire the Property.
On March 25, 2016, and following negotiations between the management of Sugarmill Woods and the Florida DOT, both parties executed two separate contracts described below for the sale by Sugarmill Woods to the Florida DOT of the two parcels that collectively comprise the Property (each individual contract being referred to as the “Contract” and both collectively being referred to as the “Contracts”). In accordance with a Florida statute that provides the public the opportunity to review such transactions, the Contracts were not enforceable against either the Florida DOT or Sugarmill Woods unless and until the Florida DOT were to execute the Contracts to signify “Final Agency Acceptance”. The Florida DOT delivered both Contracts with signatures constituting Final Agency Acceptance to the Company on June 17, 2016, resulting in both Contracts being enforceable against both parties.
One Contract was for the purchase and sale of the parcel of the Property referred to as Parcel No. 101 consisting of approximately 46 acres (“Parcel 101”). The other Contract was for the purchase and sale of the remaining parcel of the Property referred to as Parcel No. 104 consisting of approximately 323 acres (“Parcel 104”). The total sale price under the Contract for Parcel 101 (the “Parcel 101 Contract”) was approximately $3,435,000 of which the Contract provided $3,000,000 was to be paid to Sugarmill Woods at closing and the remaining approximately $435,000 was to be used to pay certain expenses at closing which were the responsibility of Sugarmill Woods under the terms of the Parcel 101 Contract. The total sale price under the Contract for Parcel 104 (the “Parcel 104 Contract”) was $6,300,000 of which the Contract provided $6,000,000 was to be paid to Sugarmill Woods at closing and the remaining $300,000 was to be used to pay certain expenses at closing which were the responsibility of Sugarmill Woods under the terms of the Parcel 104 Contract. The Parcel 101 Contract is attached hereto as Exhibit 10.1 and the Parcel 104 Contract is attached hereto as Exhibit 10.2. The descriptions of the Contracts are qualified in their entirety by reference to the Contracts attached hereto as exhibits.
 
 
 
 
Each Contract was on a different form of contract because the Parcel 101 Contract was for that portion of the Property constituting rights of way and the Parcel 104 Contract was for that portion of the Property constituting a large tract of real estate. Nevertheless, many of the material provisions in both Contracts were largely similar and are described below. Under both Contracts:
●
Sugarmill Woods was responsible for delivering marketable title to the Property;
 
●
Sugarmill Woods was responsible for payment of taxes due on the Property through the date of closing;
 
●
Sugarmill Woods was responsible for maintaining the Property through closing in the same condition existing as of the effective date of the Contracts, less reasonable wear and tear;
 
●
Sugarmill Woods acknowledged or agreed that the purchase price described for the different parcels included compensation for all fees, costs and any business damage claims;
 
●
addendums that contained provisions intended to supplement or supersede certain provisions of the Contracts provided:
 
o
that Sugarmill Woods’ obligation to proceed to closing of each Contract was contingent on the simultaneous closing of the other Contract such that if one Contract failed to close both Contracts would terminate with neither Sugarmill Woods nor the Florida DOT having any rights or obligations with respect to either party (except for covenants, representations and warranties in the Parcel 104 Contract that would survive such termination);
 
o
that Sugarmill Woods had no obligation to cure title defects objectionable to the Florida DOT;
 
o
that the Florida DOT would be required to notify Sugarmill Woods of title defects unacceptable to it and Sugarmill Woods would then have ten days to advise the Florida DOT whether it would attempt to cure the title defect and if it elected to attempt to cure, Sugarmill Woods would have 45 days to attempt the cure;
 
o
that if Sugarmill Woods were to elect not to cure or found itself unable to cure the title defects, it would be required to notify the Florida DOT whereupon the Florida DOT would have ten days to notify Sugarmill Woods that it had elected to either:
 
■
terminate the Contract in which case both Contracts were terminated; or
 
■
accept the title with the defects and close without reduction in the purchase price for the uncured title defects;
 
o
for approval of both Contracts by the shareholder of Sugarmill Woods by May 31, 2016, after which time if shareholder approval were not to be obtained, either Sugarmill Woods or the Florida DOT could terminate both Contracts and neither party would have any rights or obligations thereunder, except those which by their express terms would survive such termination.
 
 
 
 
Under the Parcel 104 Contract, the Florida DOT could terminate the Contract if a survey were to reveal anything that would prohibit the use of that parcel or that encumbered the Property or that exposed a fatal flaw. It contained an environmental representation and warranty from Sugarmill Woods and a provision that the acquisition of Parcel 104 was not made under threat of condemnation. The Parcel 101 Contract provided that Parcel 101 was being acquired for transportation purposes under threat of condemnation. Under the Parcel 104 Contract, the representations, warranties and covenants survived the closing and the execution or delivery of the deed or any other documents executed or delivered under, pursuant to or by reason of the Parcel Contract 104 and payment of all monies made under, pursuant to or by reason of the Parcel Contract 104.
Closing under both Contracts was subject to certain contingencies, as noted above. These contingencies, however, were either satisfied or waived to the satisfaction of both parties, and the completion of the sale of Parcel 101 and Parcel 104 under both Contracts occurred on June 21, 2016.
Besides the Property, Sugarmill Woods also owns 6 single family lots, an approximate 7 acre parcel, and some other minor parcels of real estate consisting of easements in Citrus County, Florida. In addition, Punta Gorda Isles Sales, Inc., a wholly-owned subsidiary of PGI, owns twelve parcels of real estate in Charlotte County and Citrus County, Florida, which total approximately 60 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
PGI’s filing of this Form 8-K under Item 1.01 thereof is made pursuant to Instruction 1 thereunder and is neither an admission nor a concession that either Contract individually is, or the Contracts collectively are, material definitive agreements not made in the ordinary course of business for state law purposes.
Item 2.01 Completion of Acquisition or Disposition of Assets.
 
The information provided under Item 1.01 is incorporated herein by reference under this Item 2.01.
 
PGI’s filing of this Form 8-K under Item 2.01 is neither an admission nor a concession that the disposition of the Property was otherwise than in the ordinary course of business for state law purposes.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)              The following documents are filed with this Report:
 
Exhibit No.
 
Description
10.1
 
Purchase Agreement (for Parcel No. 101) by and between Sugarmill Woods, Inc. and the State of Florida, Department of Transportation, including addendum thereto, effective June 17, 2016
10.2
 
Purchase and Sale Agreement (for Parcel No. 104) by and between Sugarmill Woods, Inc. and the State of Florida Department of Transportation, including addendum thereto, effective June 17, 2016
 

 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PGI INCORPORATED
 
 
 
 
 
  Date: June 23, 2016
By:  
/s/  Laurence A. Schiffer
 
 
 
Laurence A. Schiffer, President
 
 
 
Duly Authorized Officer and Principle Executive Officer
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit
 
Description
10.1
 
Purchase Agreement (for Parcel No. 101) by and between Sugarmill Woods, Inc. and the State of Florida, Department of Transportation, including addendum thereto, effective June 17, 2016
10.2
 
Purchase and Sale Agreement (for Parcel No. 104) by and between Sugarmill Woods, Inc. and the State of Florida Department of Transportation, including addendum thereto, effective June 17, 2016
 
 
 
 
 
 
Exhibit 10.1
 
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT
 
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  ITEM SEGMENT NO.:
 
  405270-1
 
  DISTRICT:
 
  08
 
  FEDERAL PROJECT NO.:
 
  N/A
 
  STATE ROAD NO.:
 
  589 (Suncoast 2)
 
  COUNTY:
 
  Hernando
 
  PARCEL NO.:
 
  101
 
 
  Seller:
  Sugarmill Woods, Inc.
 
 
 
Buyer: State of Florida, Department of Transportation
 
Buyer and Seller hereby agree that Seller shall sell and Buyer shall buy the following described property pursuant to the following terms and conditions:
 
I.
Description of Property
 
(a)
Estate being purchased:      ☒
Fee Simple
Permanent Easement
Temporary Easement
Leasehold

 (b) Real propery described as: 
  405270-1 Parcel 101 a portion of Sugarmill Woods, Palm Village Subdivision as per O.R. Book 298 page 647 and O.R. Book
   

 (c) Personal propety
 N/A
 

 (d) Outdoor advertising structure(s) permit number(s)
 N/A

  Buildings, structures, fixtures and other improvements owned by others:
 N/A

These items are NOT included in this agreement. A separate offer is being, or has been, made for these items.
 
II.
PURCHASE PRICE
 
(a)
Real Property
 
Land
1.
$ 2,500,000.00                                      
Improvements
2.
$ 0.00                                      
Real Estate Damages (Severance/Cost-to-Cure)
3.
$ 500,000.00                                      
 
Total Real Property
4.
$ 3,000,000.00
(b)
Total Personal Property
5.
$ 0.00                                      
(c)
Fees and Costs
 
 
 
Attorney Fees
6.
$ 337,560.00                                      
Appraiser Fees
7.
    $ 29,620.00
Engineer Fees - $42,851.40
 
 
Planner Fees - $25,256.48
 
 
Fee(s)
8.
    $ 68,107.88
 
Total Fees and Costs
9.
$ 435,287.88
(d)
Total Business Damages
10.
$ 0.00                                      
(e)
Total of Other Costs
11.
$ 0.00
 
List:                                                      
 
 

Total Purchase Price                                                         (Add Lines 4, 5, 9, 10 and 11 )    
$ 3,435,287.88   
(f)
Portion of Total Purchase Price to be paid to
$ 3,000.000.00
 
Seller by Buyer at Closing
 
(g)
Portion of Total Purchase Price to be paid to
$ 0.00                                       
 
Seller by Buyer upon surrender of possession
 
 
 
 
 
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III.
Conditions and Limitations
 
(a)
Seller is responsible for all taxes due on the property up to, but not including, the day of closing.
 
(b)
Seller is responsible for delivering marketable title to Buyer. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar in accordance with Florida Law subject only to those exceptions that are acceptable to Buyer. Seller shall be liable for any encumbrances not disclosed in the public records or arising after closing as a result of actions of the Seller.
 
(c)
Seller shall maintain the property described in Section I of this agreement until the day of closing. The property shall be maintained in the same condition existing on the date of this agreement, except for reasonable wear and tear.
 
(d)
Any occupancy of the property described in Section I of this agreement by Seller extending beyond the day of closing must be pursuant to a lease from Buyer to Seller.
 
(e)
The property described in Section I of this agreement is being acquired by Buyer for transportation purposes under threat of condemnation pursuant to Section 337.25 Florida Statutes .
 
(f)
Pursuant to Rule 14-10.004, Florida Administrative Code, Seller shall deliver completed Outdoor Advertising Permit Cancellation Form(s), Form Number 575-070-12 , executed by the outdoor advertising permit holder(s) for any outdoor advertising structure(s) described in Section I of this agreement and shall surrender, or account for, the outdoor advertising permit tag(s) at closing.
 
(g)
Seller agrees that the real property described in Section I of this agreement shall be conveyed to Buyer by conveyance instrument(s) acceptable to Buyer.
 
(h)
Seller and buyer agree that this agreement represents the full and final agreement for the herein described sale and purchase and no other agreements or representations, unless incorporated into this agreement, shall be binding on the parties.
 
(i)
Other:
    Seller agrees the purchase price reflected in Section II includes compensation for all fees, costs and business claims, if any.
 
(j)
Seller and Buyer agree that a real estate closing pursuant to the terms of this agreement shall be contingent on delivery by Seller of an executed Public Disclosure affidavit in accordance with Section 286.23, Florida Statutes .
 
IV.
Closing Date
 
The closing will occur no later than 60 days after Final Agency Acceptance.
 
V.
Typewritten or Handwritten Provisions
 
Any typewritten or handwritten provisions inserted into or attached to this agreement as addenda must be initialed by both Seller and Buyer.
☒  There is an addendum to this agreement. Page 4 & 5   is made a part of this agreement.
☐  There is not an addendum to this agreement.
 
 
 
 
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VI.
Seller and Buyer hereby acknowledge and agree that their signatures as Seller and Buyer below constitute their acceptance of this agreement as a binding real estate contract.
 
It is mutually acknowledged that this Purchase Agreement is subject to Final Agency Acceptance by Buyer pursuant to Section 119.0711, Florida Statutes . A closing shall not be conducted prior to 30 days from the date this agreement is signed by Seller and Buyer to allow public review of the transaction. Final Agency Acceptance shall not be withheld by Buyer absent evidence of fraud, coercion, or undue influence involving this agreement. Final Agency Acceptance shall be evidenced by the signature of Buyer in Section VII of this agreement.
 
  Seller(s)
 
 
 
  Buyer
 
 
 
 
 
 
 
  /s/ Laurence A. Schiffer
 3/25/16
 
 
  State of Florida Department of Transportation
 
  Signature
  Date
 
 
 
 
   
 
 
 
 BY:  /s/ Nick Bowman
  4/27/16
  Laurence A. Schiffer, President
 
 
 
  Signature
  Date
  Type or print name
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Nick Bowman – Dep. R/W Mgr. – Production
 
  Signature
  Date
 
 
  Type or print name
 
 
 
 
 
 
 
 
 
 
 
 
 
  Type or print name
 
 
 
 
 
 
VII.
FINAL AGENCY ACCEPTANCE
 
The Buyer has granted Final Agency Acceptance this    day of 

  BY:
/s/ Joseph D. Jeffers   
 
 
Joseph D. Jeffers – Right of Way Manager
 
 
Signature
 
 
Type or print name and title
 


  Legal Review:
[Illegible signature]
  Date

_______________________________________________________________________
 Type or print name and title
 
 
 
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ADDENDUM
 
 
The Buyer and Seller agree to the following:
 
1.
The provisions contained in this Addendum shall supersede any conflicting provisions in the body of the Purchase Agreement.
2.
Buyer and Seller are parties to that certain Purchase & Sale Agreement for real property of Seller identified as Item Segment No. 405270-1 in District 8, Parcel 104 (the “Contingency Contract”). It shall be a condition precedent to Seller's obligation to proceed to closing on the transaction contemplated by this agreement that there shall be a simultaneous closing of the transaction contemplated by the Contingency Contract. Should the transaction contemplated by the Contingency Contract fail to proceed to closing in accordance with the terms thereof for any reason, Seller shall be entitled to terminate this agreement upon notice to Buyer, whereupon this agreement shall terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.
 
3.
Seller shall have no obligation to cure title defects objectionable to Buyer.
 
4.
Buyer shall notify Seller of title defects unacceptable to Buyer in writing and within ten
(10) days thereafter, Seller shall advise Buyer whether or not Seller shall attempt cure thereof.
a.
If Seller elects to attempt cure, Seller shall have a period of forty-five (45) days within which to attempt cure.
 
b.
If Seller does not elect to cure or if having so elected Seller shall be unable to effectuate such cure in a commercially reasonable manner (as determined by Seller in its sole and absolute discretion), Seller shall notify Buyer of the same, whereupon Buyer may within ten (10) days thereafter elect either:
 
(i)
terminate this agreement upon written notice to Seller, in which event this agreement and the Contingency Contract shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination; or
 
(ii)
to accept such title as Seller is able to convey and proceed to Closing without reduction in the Purchase Price for the uncured title defects.
 
In the event Buyer does not timely provide notice of termination pursuant to paragraph (i) above, Buyer will conclusively be deemed to have elected to proceed pursuant to paragraph (ii) above.
 
 
 
 
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5.
Seller has advised that the sale of the subject property together with the lands subject to the Contingency Contract requires approval of the shareholder(s) of the Seller. Accordingly, Seller's obligations under this agreement are expressly conditioned upon the approval of both this agreement and of the Contingency Contract by Seller's shareholders (“Shareholder Consent”) in accordance with the terms of Seller's organizational documents. Seller shall make all disclosures to Seller's shareholder(s), shall make any filings, and shall take all commercially reasonable efforts to obtain Shareholder Consent in a timely manner from and after the Effective Date of this agreement.
 
6.
The Closing Date shall not occur until Seller has obtained and delivered to Buyer reasonable evidence that Seller has obtained of Shareholder Consent. Seller shall obtain Shareholder Consent within seventy-five (75) days of the day of Final Agency acceptance of both this agreement and the Contingency Contract. Provided, however, in the event Seller has not obtained Shareholder Consent on or before May 31, 2016, either party may terminate both this agreement and the Contingency Contract upon written notice to the other party given prior to Seller obtaining Shareholder Consent, whereupon this agreement and the Contingency Contract shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.
 
 
Signed and dated this    26 th     day of          April          , 2016, by and between:
 
  Seller
 
 
 
  Buyer
 
 
 
 
 
 
 
  Sugarmill Woods, Inc.
 
 
 
  State of Florida Department of Transportation
 
 
 
 
 
 
 
  /s/ Laurence A. Schiffer
  3/25/16
 
 
  /s/ Nick Bowman
  4/27/16
  Signature
  Date
 
 
  Signature
  Date
 
 
 
 
 
 
  Laurence A. Schiffer, President
 
 
 
  BY: Nick Bowman, Deputy RW Manager
 
  Type or print name
 
 
 
  Type or print name
 
 
 
 
Exhibit 10.2
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
PURCHASE AND SALE AGREEMENT
 
THIS PURCHASE AND SALE AGREEMENT (hereinafter the “Agreement”) is made by and between Sugarmill Woods, Inc. , whose mailing address is
 
212 South Central Avenue, Suite 100, Saint Louis, Missouri 63105 (“SELLER”), and the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION , an executive agency of the State of Florida, whose mailing address is Turnpike Headquarters, Post Office Box 613069, Ocoee, Florida 34761 (“PURCHASER”).
 
WITNESSETH
 
For and in consideration of the Purchase Price hereinafter set forth, the mutual covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the SELLER hereby agrees to sell and convey to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER the real property described in EXHIBIT “A” : (sometimes referred to herein as the “property”), upon the following terms and conditions:
Purchase Price
 
Real Property
Land
  $ 6,000,000.00  
Improvements
  $ 0.00  
Real Estate Damages
  $ 0.00  
Total Real Property
  $ 6,000,000.00  
Fees and Costs
Attorney Fees
  $ 300,000.00  
Total Fees and Costs
  $ 300,000.00  
Total Business Damages
  $ 0.00  
Total of Other Costs
  $ 0.00  
Total Purchase Price
  $ 6,300,000.00  
Portion of Total Purchase Price to be paid to Seller by Buyer at Closing
  $ 6,000,000.00  
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
(a)
Final Agency Acceptance. It is mutually understood that execution of this Agreement by PURCHASER constitutes conditional acceptance, and is subject to final agency acceptance by the PURCHASER. Final agency acceptance shall denote final approval of the purchase price and all terms and conditions contained in this Agreement, and constitute the effective date of this Agreement. A closing on this contract shall not be transacted prior to final agency acceptance. Notice of final agency acceptance shall be evidenced by the signature of the PURCHASER on this Agreement at the place indicated for Final Agency Acceptance, and delivery to SELLER, not sooner than 30 days from the date of the conditional acceptance signature, but not later than 45 days from the date of the conditional acceptance signature. In the event PURCHASER does not furnish notice of final agency acceptance on or before the 45 days following the date of the conditional acceptance signature, then in such event, this Agreement shall be terminated and the parties shall thereafter be relieved of any further obligation hereunder.
 
(b)
Closing Date. This transaction shall be closed and the instrument of conveyance, together with other closing documents, delivered to PURCHASER within 30 days of the date of final agency acceptance but not later than 60 days from the date of the conditional acceptance, unless otherwise extended by the mutual agreement of the parties.
 
(c)
Conveyance of Title. At closing, SELLER shall convey to PURCHASER good and marketable title, in fee simple, to the property, including limited access rights, and rights to air, light and view, as described in Exhibit “A” by Warranty Deed, free and clear of all liens and encumbrances. Any sums that PURCHASER must expend to clear liens and encumbrances in order to make the title to the property good and marketable shall be deducted at closing from the purchase price. SELLER shall be liable for any existing liens and encumbrances, or any liens or encumbrances arising
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
after closing date as a result of actions or inactions of the SELLER. Prior to the closing, the PURCHASER shall have the right at any reasonable time to conduct any inspections, surveys, and tests of the property that PURCHASER determines to be necessary. The terms of this section shall survive the closing.
 
(d)
Closing Costs. SELLER is responsible for all taxes due and owing on the property as of the date of closing. SELLER shall be responsible for the payment of the prorated portion of the ad valorem real estate taxes from January 1 of the year of conveyance until the date of closing, the costs to clear any liens or encumbrances on the property, any documentary stamps, and any real estate brokerage commission to be paid to real estate agent or broker representing the SELLER. PURCHASER shall be responsible to pay all other closing costs associated with this transaction (except those allocated to SELLER), including, but not limited to, cost of title commitment and Owner’s policy of title insurance, the boundary survey, and the recording fees for all documents necessary to convey the title to the property.
 
(e)
Withholding . The parties shall comply with the provisions of Internal Revenue Code Section 1445 and applicable Treasury Regulations issued thereunder. If the SELLER is a U.S. person for Internal Revenue Code Section 1445 purposes, then on demand of the PURCHASER and prior to closing the SELLER shall provide the PURCHASER with a certificate of non-foreign status in the manner provided in Treasury Regulations Section 1.1445-2. If the SELLER provides the PURCHASER with such certificate, and if the PURCHASER is otherwise permitted to rely on such certificate under those Regulations, the PURCHASER shall not withhold under Internal Revenue Code Section 1445.
 
(f)
DUE DILIGENCE : At the PURCHASER’s sole discretion, any or all of the following conditions of a due diligence investigation shall be satisfactorily completed prior to acceptance of the Agreement:
 
Title Search : The PURCHASER, at its expense, shall complete a full title search to evaluate outstanding encumbrances, if any, on the property. If a title search reveals any encumbrances or other pertinent information that cannot be satisfactorily cleared prior to closing, then the PURCHASER reserves the right to withdraw from the Agreement.
 
Survey : The PURCHASER, at its expense, shall complete a survey of the property. If a survey reveals anything that would prohibit the use of the property or that encumbers the property or that exposes a fatal flaw, then the PURCHASER reserves the right to withdraw from the Agreement.
 
(g)
Environmental. SELLER represents and warrants, to the best of its knowledge and belief, that the property is free and clear of hazardous materials and pollutants, defined as any substances, contaminant, noise, or manmade or human-induced impairment of soil, air or waters on the property, or alteration of the chemical, physical, biological, or radiological integrity of the soil, air, or water on the property in quantities or at levels which are or may be harmful or injurious to human health or welfare, animal or plant life, or property or which unreasonably interferes with the enjoyment of life or property, all as defined by any federal, state, local or other applicable governmental law, rule, guideline, standard, regulation or ordinance (“Environmental Laws”).
 
(i)
SECTION 73.013, FLORIDA STATUTES: SELLER hereby waives any rights afforded under Section 73.013, Florida Statutes and subsequent statutory provisions and hereby consents to PURCHASER’S subsequent disposition of any part of the subject property.
 
(j)
Complete Compensation . The parties hereby acknowledge that the acquisition of the subject property is being made pursuant to Section 338.223 (2) (b), Florida Statutes, and is not made under the threat of condemnation. SELLER agrees that
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
the purchase price will, when paid to SELLER, be in full compensation for the property, including all of SELLER’S attorneys’ fees and all other fees and costs, and any business damage claims, and for any severance damages to the SELLER’S remaining property; and the SELLER agrees that, subject to closing of the sale of the property as provided herein, the SELLER will release PURCHASER from the aforementioned claims and seek no further compensation and will forego any litigation for any further compensation related to the acquisition of the property, including but not limited to, any additional compensation pertaining to any damages to its remaining property. The parties agree that the terms of this Agreement, including the purchase price, were freely negotiated by the parties, and that each of the parties has had the advice of counsel, or the opportunity to obtain the advice of counsel, and fully understand the terms, and that no force or duress was exerted upon either party to induce that party to enter into this Agreement.
 
(k)
Extended Occupancy. Any extension of occupancy of the property by SELLER beyond the date of closing must be authorized by the PURCHASER in writing. During the period from the date of closing until the SELLER surrenders possession to the PURCHASER, the SELLER shall exercise diligent care in protecting the property from theft and vandalism, and shall hold PURCHASER harmless therefrom. All property, whether real or personal, included in this Agreement shall be delivered to PURCHASER in the same condition existing as of the effective date of this Agreement, less any reasonable wear and tear.
 
(l)
Exhibits. All exhibits attached hereto are made a part hereof as if fully set forth herein.
 
(m)
Entire Agreement. This Agreement represents the entire understanding and agreement between and among the parties hereto with regard to all matters involved in the transaction contemplated in this Agreement, and supersedes any and all prior or contemporaneous agreements, whether written or oral except for the provisions set forth in the Addendum attached hereto and made a parts hereof, which shall supercede any conflicting provisions in the body of this agreement.                       
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
(n)
Survival. Except as provided otherwise in this Agreement, all covenants, representations and warranties set forth in this Agreement shall survive the closing and shall survive the execution or delivery of the deed and other documents at any time executed or delivered under, pursuant to or by reason of this Agreement, and shall survive the payment of all monies made under, pursuant to or by reason of this Agreement.
 
(o)
Assignment. SELLER may not assign this contract in whole or in part without the written consent of the PURCHASER.
 
(p)
Radon Gas. Pursuant to the provisions of Section 404.056(5), Florida Statutes, SELLER hereby notifies PURCHASER as follows with respect to the property: “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 SELLER and PURCHASER have caused these presents to be executed in their respective names.
  SELLER:
 
 
 
ACCEPTANCE BY   PURCHASER :
 
 
 
 
 
 
 
  SUGARMILL WOODS, INC.
 
 
 
  STATE OF FLORIDA,
 
   
 
 
 
  DEPARTMENT OF TRANSPORTATION FLORIDA TURNPIKE ENTERPRISE
 
 
 
 
 
 
 
  /s/ Laurence A. Schiffer
  3/25/16
 
 
  /s/ Nick Bowman
  4/27/16
  Signature
  Date
 
 
  Signature
  Date
 
 
 
 
 
 
  Laurence A. Schiffer, President
 
 
 
  BY: Nick Bowman, Deputy RW Manager
 
  Print/Type Name
 
 
 
  Print Name & Title
 
 
  
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
 
 
 

 
  Approved as to form and legality:
 
   
 
[Illegible signature]
 
  Office of the Turnpike General Counsel
 
SELLER’S FEDERAL TAX ID. NO.:
☐☐☐☐☐☐☐☐☐☐☐
 
 
 

FINAL AGENCY ACCEPTANCE
 
In Witness Whereof, the PURCHASER has caused these presents to be accepted this
 
 day of   
 
 
  /s/ Joseph D. Jeffers
Signature
Joseph D. Jeffers Right of Way Manager
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
EXHIBIT “A”
 
 
FEE SIMPLE
 
A portion of SUGARMILL WOODS PALM VILLAGE, as recorded in Plat Book 14, Pages 1-102, of the Public Records of Hernando County, Florida, lying in Section 3, Township 21 South, Range 18 East, Hernando County, Florida, being a portion of those lands as described and recorded in Official Records Book 353, Page 330 of said Public Records, lying Northeasterly of State Road 700 – U.S. 98, as shown on Florida Department of Transportation right of way maps, Section 97080-2302, and lying West of those lands as described and recorded in Official Records Book 835, Page 130 of the Public Records of Hernando County, Florida, and known as World Woods Golf Club.
Containing 323 acres, more or less.
 
 
 
 
 
 
 
ITEM/SEGMENT NO.:
4052701
STATE ROAD NO.:
589
COUNTY:
Hernando
PARCEL NO.:
104
 
ADDENDUM
 
 
The Purchaser and Seller agree to the following:
 
 
1.
Purchaser and Seller are parties to that certain Purchase Agreement for real property of Seller identified as Item Segment No. 405270-1 in District 8, Parcel 101. It shall be a condition precedent to Seller's obligation to proceed to closing on the transaction contemplated by this agreement that there shall be a simultaneous closing of the transaction contemplated by the Purchase Agreement for parcel 101. Should the transaction contemplated by the Purchase Agreement for Parcel 101 fail to proceed to closing in accordance with the terms thereof for any reason, Seller shall be entitled to terminate this agreement upon notice to Purchaser, whereupon this agreement shall terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.
 
2.
Paragraph (c) of this agreement is hereby amended by the language set forth in paragraphs 3 and 4 below.
 
3.
Seller shall have no obligation to cure title defects objectionable to Purchaser.
 
4.
Purchaser shall notify Seller of title defects unacceptable to Purchaser in writing and within ten (10) days thereafter, Seller shall advise Purchaser whether or not Seller shall attempt cure thereof.
 
a.
If Seller elects to attempt cure, Seller shall have a period of forty-five (45) days within which to attempt cure.
 
b.
If Seller does not elect to cure or if having so elected Seller shall be unable to effectuate such cure in a commercially reasonable manner (as determined by Seller in its sole and absolute discretion), Seller shall notify Purchaser of the same, whereupon Purchaser may within ten (10) days thereafter elect either:
 
(i)
terminate this agreement upon written notice to Seller, in which event this agreement and the Purchase Agreement for parcel 101 shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination; or
 
(ii)
to accept such title as Seller is able to convey and proceed to Closing without reduction in the Purchase Price for the uncured title defects.
 
 
 
 
In the event Purchaser does not timely provide notice of termination pursuant to paragraph (i) above, Purchaser will conclusively be deemed to have elected to proceed pursuant to paragraph (ii) above.
 
5.
Seller has advised that the sale of the subject property together with the lands subject to the Purchase Agreement for parcel 101 requires approval of the shareholder(s) of the Seller. Accordingly, Seller's obligations under this agreement are expressly conditioned upon the approval of both this agreement and of the Purchase Agreement for parcel 101 by Seller's shareholders (“Shareholder Consent”) in accordance with the terms of Seller's organizational documents. Seller shall make all disclosures to Seller's shareholder(s), shall make any filings, and shall take all commercially reasonable efforts to obtain Shareholder Consent in a timely manner from and after the Effective Date of this agreement.
 
6.
The Closing Date shall not occur until Seller has obtained and delivered to Purchaser reasonable evidence that Seller has obtained of Shareholder Consent. Buyer shall obtain Shareholder Consent within seventy-five (75) days of the day of Final Agency acceptance of both this agreement and the Purchase Agreement for parcel 101. Provided, however, in the event Seller has not obtained Shareholder Consent on or before May 31, 2016, either party may terminate both this agreement and the Purchase Agreement for parcel 101 upon written notice to the other party given prior to Seller obtaining Shareholder Consent, whereupon this agreement and the Purchase Agreement for parcel 101 shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.
 
 Signed and dated this  26 th   day of   April , 2016, by and between:
 
  Seller
 
 
 
  Purchaser
 
 
 
 
 
 
 
  Sugarmill Woods, Inc.
 
 
 
  State of Florida Department of Transportation
 
 
 
 
 
 
 
  /s/ Laurence A. Schiffer
  3/25/16
 
 
  /s/ Nick Bowman
  4/27/16
  Signature
  Date
 
 
  Signature
  Date
 
 
 
 
 
 
  Laurence A. Schiffer, President
 
 
 
  BY: Nick Bowman, Deputy RW Manager
 
  Type or print name
 
 
 
  Type or print name