14-2659 Casto Casselberry Acquisition Agreement and Option to Purchase

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(x) "Initial South Village Commercial Parcel" shall mean the South Village Commercial Parcel less and except the Environmental Parcel, which Initial South Village Commercial Parcel is more particularly described on Exhibit "E" attached hereto. (y) "Initial Takedown Closing" shall mean the initial sale and purchase transaction to be consummated by the Parties pursuant to Section 4.1 below, pursuant to which Casto will acquire the Initial Takedown Parcels. (z) "Initial Takedown Parcels" shall mean the West Parcel and the Initial South Village Commercial Parcel. (aa) "Master Plan" shall mean the master development plan for the Project, attached hereto as Exhibit "B", as the same may be amended from time to time. The Parties acknowledge and agree that though the Master Plan represents the basis of design and implementation, subject to minor modifications for prospective owners, tenants and users of the Commercial Parcels. (bb) "Master Stormwater System" shall mean the stormwater pond(s) (including fountains) and the series of structures and pipes that collect surface water and stormwater emanating from the Parcels and convey the same to stormwater detention/retention pond(s) (including the existing FDOT retention pond located on the City Center Property which provides stormwater discharge from U.S. Hwy. 17-92), where such surface water and stormwater shall be further stored and treated to prevent or reduce flooding, overdrainage, environmental degradation and water pollution. The Master Stormwater System shall include the required capacity for stormwater discharge from Triplet Lake Drive and other City -owned public rights-of-way abutting the City Center Property. (cc) "Net Sales Proceeds" means the purchase price received by the City for any Commercial Parcel(s) hereunder less all the City's closing costs (i.e. documentary stamp tax, recording fees, etc.) as set forth in this Agreement. (dd) "Overall Improvements" shall mean the Project Improvements, the Public Improvements and the Public Amenities, collectively. (ee) "Overlay District" shall mean the overlay district applicable to the Project to be adopted by the City as part of the Comprehensive Plan, containing design criteria applicable to the Project based on the City Code and the CRA Design Guidelines. (to "Parcel" shall mean a Commercial Parcel or any portion of the City Property. "Parcels" shall mean more than one Parcel. (gg) "Permits" means all permits, approvals, variances, waivers and consents from all Governmental Authorities which are required for the planning, design and construction of the Project, the Project Improvements and/or a Takedown Parcel, as the case may be and the context may require. Notwithstanding the foregoing, the term "Permits" shall specifically exclude the PSP. The term "Permits" excludes those permits 7 0215045\1 57453\1626977v8