BOSWELL(35DUNLARsJ,

Clarence A. Boswell 1902-2005 Charles E. Bentley David R. Carmichael Seth B Clay")? Dabney L. Conner R0 Drawer 30 Barmw Florida 33831 245 South Central Avenue, Bartow, Florida 33830 Phone: (863) 533-7117 Fax: (863) 533-7412 Scnder's e-mail address: l]m@bosdun.com George T. Dunlap, I11 Richard A_ Lupe; Keith D. Miller Frederick J. Murphy, Jr. Sean R. Parker Amy E_ Smith

W A D'w" C'd
January 28, 2013

Donald H.Wi1son,.1r.

VIA E-AMIL TRANSMISSION (ON JANUAR Y 28, 2013) FEDERAL EXPRESS/O VERNIGHT DELIVER Y AND UNITED STA TES CER TIFIED MAIL/RETURN RECEIPT REQUESTED AND REGULAR UNITED STA TES MAIL(SENT ON JANUAR Y 29,_ 2013)

Landings WH Partners, LLC Attention: Taylor Pursell 2817 Cahaba Road Birmingham, Alabama 35223 Landings WH Partners, LLC Attention: Taylor Pursell 1507 East Concord Street Orlando, Florida 32803 Trireme Development Corporation Attention: Taylor Pursell 2817 Cahaba Road Birmingham, Alabama 35223 Re: Agreement for Sale and Purchase of Real Property/City of Winter Haven/The Landings/Notice of Failure of Performance/Default

Dear Mr. Pursell As you know the above referenced Agreement regarding the sale and purchase of City owned lands for the development of a mixed use project more commonly known as the Landings was entered into between Landings WH Partners, LLC and Trireme Development Corporation (hereafter collectively referred to as Buyer/Developer) and the City with an effective date of March 17, 2011. Thereafter certain Amendments including a Developers Agreement were entered into between the parties and incorporated into the Agreement culminating in the entry into a Fourth A Amendment with an effective date of August 21, 2012. In this letter I will refer to these documents generally as the Agreement and more specically when context requires.

BOSWELL & DUNLAP LLP

January 28, 2013 Page 2

Please let this letter serve as notice by the City of Winter Haven of the Buyer/Developers Failure of Performance and Default under the terms of the above referenced Agreement. The material fai1ure(s) of performance/default(s) include but are not necessarily limited to the foregoing: 1. Failure to timely close on .33+/~ acres of land by May 5, 2012 as required in paragraph three (3) of the Fourth Amendment which specically provides that the failure to close is a material breach of the Agreement; and

2. Failure of the Buyer/Developer to submit a Declaration of Covenants, Conditions, and ~ Restrictions by May 5, 2012 for the Citys review and comments that would burden all of the lands that are the subject of the Agreement as set forth in paragraph four (4) of the Fourth Amendment; and 3. Failure to advance the project in a manner consistent with the terms of the Agreement which renders the satisfactory completion of the project either impossible and/or wholly outside the scope and intent of the Agreement.

We recognize that it has been a desire of the Buyer/Developer to gain further exibility in the manner in which the project is developed as evidenced by the recent discussions, proposals, and information that have been provided. However, when such proposals and other information are considered in light of the Buyer/Developers refusal to perform in accordance with the terms of the Agreement it is apparent that the Buyer/Developer intends to proceed in a manner wholly inconsistent with the material terms of the Agreement. As such, it is the Citys belief that such conduct also constitutes a violation of the implied covenants of good faith and fair dealing which are a part of every contractual agreement entered into within the State of Florida. While it is truly unfortunate that the situation has gotten to this point, it is paramount that the best interests of the citizens, residents, and public which the City serves are preserved and protected, and it is no longer possible to allow the Buyer/Developer to act in a manner that is entirely incongruous with the spirit and intent of the Agreement. Based on the foregoing and in accordance with paragraph Twenty Six (26) of the Agreement the City hereby deems all contractual relationships arising out of the Agreement and all Amendments to be terminated. In accordance with the foregoing provision The City will retain the Buyer/Developers Non-Refundable Deposit and Second Deposit (totaling $100,000.00 dollars) without waiving any other rights and/or remedies that the City may have under the Agreement and/or Florida law. Please arrange to remove all signs, personal property, and other personal effects that the Buyer/Developer may have erected and/or placed on the lands owned by the City within thirty (30) days from the date of this letter.

BOSWELL & DUNLAP LLP January 28, 2013 Page 3

The City certainly hopes that you enjoy success and prosperity in your future endeavors and projects. Sincerely yours,

Fredericgilgrplii Jr. FJM:bch

C82 Cl11lSlOpll1 B. Harmon, Esquire (via e-mail transmission, regular US Mail and overnight delivery) Thomas M. McElroy, ll, ESqUlI (via e-mail transmission, regular US Mail and overnight delivery) J2tCl( Brandon, ESqUlI6 (via e-mail transmission, regular US Mail and overnight delivery)

Mayor and Commissioners Dale L. Smith, City Manager Deric C. Feacher, Assistant City Manager David Dickey, Community and Economic Development Director T. Michael Stavres, Community Services Director Michele Stayner, Executive Services Director Calvin Bowen, Financial Services Director Tony G. Jackson, Fire Chief Gary Hester, Police Chief I Hiep Nguyen, Technology Services Director Kim Hansell, Utility Services Director Dorothy R. Johnson, City Clerk Joy Townsend, Records/Communications Services Coordinator, RMLO