14-2659 Casto Casselberry Acquisition Agreement and Option to Purchase

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Commercial Parcels currently contemplated by the Parties are designated on the Master Plan as the South Village Commercial Parcel (which includes the Initial South Village Commercial Parcel and the Environmental Parcel), the North Village, and the West Parcel (provided, however, that the number and specific configuration of the Commercial Parcels may be modified as mutually agreed to by Casto and the City). (k) "Comprehensive Plan" shall mean the plan adopted by the City pursuant to Florida Statutes Sections 163.3177 and 163.3178, as the same may be amended from time to time. (1) "Construction Contract" shall mean the construction contract, which includes a Guaranteed Maximum Price, between the City, Integra and the CMR (defined below) for the development and construction of the Overall Improvements pursuant to Part 3 hereof. (m) "County" shall mean Seminole County, Florida, a political subdivision of the State of Florida. (n) "Development Plans" shall mean the final plans and scope of work for the Project Improvements to be performed by or on behalf of the City pursuant to Part 3 of this Agreement. (o) "Environmental Approval" shall mean the issuance by FDEP of a "Site Rehabilitation Completion Order" or a letter indicating "No Further Action" (with any conditions of approval that survive a Closing hereunder which unreasonably interfere with the intended development or result in increased costs of development not paid for by the City being subject to the reasonable approval of Casto), issued by the FDEP with respect to the Environmental Remediation of the City Center Property as described in Exhibit "D", known as the "Shell Site", whichever first occurs. Casto shall be entitled to participate in discussions with the City and FDEP regarding the nature and extent of any such conditions of approval. In no event will the City be responsible for more than $10,000.00 in additional costs of remediation due to conditions requested solely by Casto and not required by FDEP. (p) `Environmental Laws" shall mean all laws, including any consent decrees, settlement agreements, judgments, or orders, issued by or entered into with a Governmental Authority, pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health or the environment; (iii) the presence, use, management, generation, processing, treatment, recycling, transport, storage, collection, disposal or release or threat of release of Hazardous Materials; and (iv) the protection of endangered or threatened species. (q) "Environmental Parcel" means that portion of the South Village Commercial Parcels which is the subject of the Environmental Remediation described in Section 3.4 hereof, and is more particularly described on Exhibit "E" attached hereto. (r) `Environmental Remediation" means the City's performance and completion of (i) the environmental testing and remediation of the Hazardous Materials 0215045\157453\1626977v8