0E4 2313 3-.Y2 1:00 IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT IN AND FOR WALTON COUNTY, FLORIDA BRYAN S. JEFF ERY, as Trustee of the Angus B. Wiles Trust effective October 31,2009, and DAVID M. HAAK and DEBBIE R. HAAK, Plaintiffs, v. CASE NO. BLUE GULF CORPORATION, a dissolved Florida corporation, Defendant. COMPLAINT COME NOW Plaintiffs, BRYAN S. JEFFERY, as Trustee of the Angus B. Wiles Trust effective October 31,2009(hereinafter referred to as and DAVID M. HAAK and DEBBIE R. HAAK(hereinafter jointly referred to as and sue Defendant, BLUE GULF CORPORATION, (hereinafter referred to as and allege: GENERAL ALLEGATIONS 1. Plaintiff, BRYAN S. JEFFERY, as Trustee of the Angus B. Wiles Trust effective October 31,2009, is sui juris and is the owner of fee simple title to Lot 2, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, as recorded in Plat Book 2, Page 41, of the public records of Walton County, Florida, which plat is referred to hereinafter in Paragraph 7, and which parcel lies adjacent to the ?beach area? joining the south boundary of said subdivision as shown thereon. A certi?ed copy of the Plaintiff?s deed to the subject property is attached hereto as Exhibit Page I of 7 2. Plaintiffs, DAVID M. HAAK and DEBBIE R. HAAK, are sui juris and are the owners of fee simple title to Lot 3, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, as recorded in Plat Book 2, Page 41, of the public records of Walton County, Florida, which plat is referred to hereinafter in Paragraph 7, and which parcel lies adjacent to the ?beach area? joining the south boundary of said subdivision. A certi?ed copy of their deed to the subject property is attached hereto as Exhibit 3. WEST FLORIDA DEVELOPMENT COMPANY, the corporate predecessor of Defendant, BLUE GULF, is a dissolved Florida for Pro?t corporation which was organized under the laws of the State of Florida on February 21, 1947 and which was voluntarily dissolved on October 23, 1968. A true and correct copy of the original copies of ?Certi?cate of Corporation?, a ?Certi?cate? of a corporate resolution to sell and transfer all of its assets to Defendant, Blue Gulf Corporation and subsequent dissolution of the corporation and ?certi?cate of dissolution? as ?led with and obtained from the State of Florida, Department of State, and an Of?cial Certi?cate of the Secretary of State for West Florida Development Company, the originals of which copies were ?led in the case of John G. Morris. et. al. v. Blue Gulf Corporation, Case No. In the Circuit Court of the First Judicial Circuit In and For Walton County, Florida, stating the facts alleged herein are attached hereto and incorporated by reference herein as Exhibit 4. Defendant, BLUE GULF, which corporation purchased the remaining assets of, and was the successor in interest of all assets of West Florida Development Company, and which corporation is a dissolved Florida for Pro?t corporation was organized under the laws of the State of Florida on January 11, 1965, and administratively dissolved on July 2, 1973. A true and correct copy of the original copy of BLUE GULF ?Articles of Incorporation? as ?led with the State of Florida, Department of State, which were obtained from said Department and an of?cial certi?cate of the Secretary of State stating the facts alleged above the originals of which were ?led in the case of WW, Case No. 06-CA-000395, In the Circuit Court of the First Judicial Circuit In and For Walton County, Florida are attached hereto and incorporated by reference herein as Exhibit Page 2 of 7 5. BLUE GULF is the corporate successor in interest to the assets of WEST FLORIDA DEVELOPMENT. 6. There is no known or documented evidence of a successor to Defendant, BLUE GULF. 7. On or about October 6, 1948, WEST FLORIDA DEVELOPMENT COMPANY, as the owner the real property in Walton County, submitted to Walton County certain of its property to be subdivided and platted as ?Blue Mountain Subdivision No. said plat being recorded in Plat Book 2 at Page 41 in the Public Records of Walton County, Florida, a true and correct copy of which is attached hereto and incorporated by reference herein as Exhibit 8. At the time of ?ling the Plat of Blue Mountain subdivision No. 1, WEST FLORIDA DEVELOPMENT COMPANY was also the owner of all of the real property lying south of the bluff line? (the south boundary of the said subdivision, as described in the Of?cial Plat) to the ?mean high water line of the waters of the Gulf of Mexico?. 9. On or about November 7, 1955, WEST FLORIDA DEVELOPMENT COMPANY, executed and caused to be recorded in the Public Records of Walton County, Florida, in Deed Book 141, at Page 182, a covenant with ?its Grantees all the deeds covering lots in Blue Mountain Beach Subdivision N0. in which subdivision the subject properties of all Plaintiffs are located, which covenant provided in the event that WEST FLORIDA DEVELOPMENT COMPANY, or any successor, transferee corporation had its corporate existence terminated, that title to ?all of the beach area lying between Block 10, 11, 12 and 13 and the Gulf of Mexico will be conveyed to the individual owners of the lots in the above numbered blocks, their heirs, successors or assigns, without payment of further consideration?. A true and correct copy of said document as recorded in the Public Records of Walton County is attached hereto and incorporated by reference herein as Exhibit 10. The covenant referred to above, in Paragraph 9 is a permanent covenant which runs with the land and title to all of the lots situated in Blocks 10,11, 12, and 13 of the said subdivision. Page 3 of 7 11. The lots owned by the Plaintiffs herein are both situated in the Blocks referred to in above referenced Exhibit and they are entitled to conveyance of fee simple title to the real property lying south of their respective lots as shown on the plat of said Blue Mountain Beach Subdivision No. 1, southward to the ?mean high water line of the waters of the Gulf of Mexico? as was covenanted by West Florida Development Company in said instrument a copy of which is attached as Exhibit 12. In civil actions previously ?led in this court against Defendant, BLUE GULF, being styled as John G. Morris. et. al. v. Blue Gulf Corporation, Case No. In the Circuit Court of the First Judicial Circuit In and For Walton County, Florida, Sherry Ravborn v. Blue Gulf Corporation, Case No. 06-CA-000615, and that action being styled as Jackson V. Blue Gulf Corporation, Case No. 07-CA-000606, all of the Plaintiffs in those cases were similarly situated Plaintiffs, as owners of ?gulf front? lots situated in Blocks 10, 11, 12 and 13 in the ?Blue Mountain Beach Subdivision No. 1? whose actions against the said BLUE GULF were identical to Counts I and II as alleged hereinafter. 13. In the ?rst case ?led, the said Morris case, the Plaintiffs attempted to properly serve the members of the last known Board of Directors of BLUE GULF, but where unable to do so as it was shown and proven by competent evidence that ?all? members of the last known board were deceased which this Court found as a fact as stated in the ?Second Amended Final Summary udgment?(s) entered by the Court which Order was recorded in Of?cial Records Book 275 8, at Page 383, at Of?cial Records Book 2758, at Page 379 in the Rayborn, and in the Final Summary Judgment recorded in Of?cial Records Book 2778, at Page 4238 in the Jackson. A true and correct copy of the ?Investigative Report? concerning the investigation and con?rmation of the deaths of all of the last members of the BLUE GULF board of directors which was ?led in the Morris case is attached hereto and incorporated by reference herein as Exhibit A clerk certi?ed copy of the said judgment in the said Morris case stating such is attached hereto and incorporated by reference herein as Exhibit Page 4 of 7 14. In each of those actions mentioned in Paragraph 13, above, upon motion of the Plaintiffs this Court appointed J. LORRIANE BYTELL, as Attorney at Litem to represent the interests of BLUE GULF, who did so by ?ling a proper answer on their behalf. COUNT I 15. Paragraphs 1 through 14 are hereby realleged and incorporated by reference herein. 16. This is an action for enforcement of the covenant referred to above in Paragraph 9 as it relates to the Plaintiffs as owners of a parcels of real property affected by the said covenant and for issuance of an Order of the Court authorizing and directing the conveyance of that certain real property identi?ed as ?beach area? lying adjacent to and south of the said Lot 2, Block 10 owned by the Plaintiff, JEFFREY, and that certain real property identi?ed as ?beach area? lying adjacent to and south of the said Lot 3, Block 10 owned by the Plaintiffs, HAAK being situated in the ?Blue Mountain Beach Subdivision No. which property requested to be conveyed being speci?cally described as follows: (A) All that property lying south of Lot 2, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, being adjacent to and between an extension of the side lot lines of said Lot 2, in Block 10, southward to the mean high water line of the waters of the Gulf of Mexico, lying in Section 12, Township 3 South, Range 20 West, Walton County, Florida. (Jeffrey) (B) All that property lying south of Lot 3, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, being adjacent to and between an extension of the side lot lines of said Lot 3, in Block 10, southward to the mean high water line of the waters of the Gulf of Mexico, lying in Section 12, Township 3 South, Range 20 West, Walton County, Florida. (Haak) 17. There is no ?successor or corporate transferee? of BLUE GULF in existence which holds title to the ?beach area? south of Blocks 10the subject Blue Mountain Beach Subdivision No. 1 as referred to in the ?covenant? which is attached hereto as Exhibit Page 5 0f 7 WHEREF ORE the Plaintiffs pray that this Court will take jurisdiction of the parties and the real property which is the subject matter of this action and enter an Order authorizing and directing the court appointed Attorney at Litem to convey to the Plaintiffs the subject property described above which lies south of their respective Lost, from the south boundary of said lot to the ?mean high water line? of the waters of the Gulf of Mexico, and for such other relief that the Court determines is equitable and just in this matter. CW 18. Paragraphs 1 through 14 are hereby realleged and incorporated by reference herein. 19. This is an action for a Declaratory relief pursuant to Florida Statutes Chapter 86 to con?rm the entitlement of the Plaintiffs herein of a conveyance to them of ?the respective beach areas? lying south of the said Lots 2 (Jeffery) and 3 (Haak), Block 10 as the subject properties are each legally described in Paragraphs 19 and 20, below. 20. Plaintiff, JEFFREY is the fee simple owner of Lot 2, Block 10 in Blue Mountain Beach Subdivision No. 1, as described above in Exhibit A in Paragraph 1, and is entitled to conveyance of the real property lying south of and adjacent ofto said Lot 2, southward to the ?mean high waterline of the Gulf of Mexico? which property is described on the Plat of the said subdivision as ?the beach area? and which parcel is described as follows, to-wit: All that property lying south of Lot 2, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, being adjacent to and between an extension of the side lot lines of said Lot 2, in Block 10, southward to the mean high water line of the waters of the Gulf of Mexico, lying in Section 12, Township 3 South, Range 20 West, Walton County, Florida. 21. Plaintiffs, HAAK are the fee simple owners of Lot 3, Block 10 in Blue Mountain Beach Subdivision No. 1, as described above in Exhibit in Paragraph 2, and are entitled to conveyance of the real property lying south of and adjacent ofto said Lot 3, southward to the ?mean high waterline of the Gulf of Mexico? which property is described on the Plat of the said subdivision as ?the beach area? and which parcel is described as follows, to-wit: Page 6 of 7 All that property lying south of Lot 3, Block 10, according to the Plat of Blue Mountain Beach Subdivision No. 1, being adjacent to and between an extension of the side lot lines of said Lot 3, in Block 10, southward to the mean high water line of the waters of the Gulf of Mexico, lying in Section 12, Township 3 South, Range 20 West, Walton County, Florida. WHEREFORE, Plaintiffs pray that this Court will enter a Declaratory Judgment adj udicating their rights of ownership and their entitlement to have the subject property described in Paragraphs 20 and 21, above to be conveyed to them and direct the conveyance of title by Court Ordered Trustee?s Deed to their respective ?beach areas? as described in Paragraphs 20 and 21, above, and any other relief deemed proper and just by the Court. WILLIAM . OWEL . Florida Bar No.: 394040 WILLIAM S. HOWELL, JR. RA. 1727 S. Co. Hwy. 393 Santa Rosa Beach, FL 32459 Phone: 850-622-0529 Fax: 850-622-0579 Attorney for Plaintiffs Page 7 of 7 CFN all 1099973, OR BK 2830 Page 1391, Recorded 11/20/2009 at 12:59 PM, MARTHA INGLE, WALTON COUNTY CLERK OF COURT DOC STMP-D: $5600.00 Deputy Clerk SUTERA This instrument was prepared by: W. lnge Hill, Jr. Hill, Hill, Carter, Franco, Cole Black, PC. 425 South Perry Street Montgomery, Alabama 36104 Property Appraiser?s Parcel Identi?cation Number (Parent Parcel): 12-3 8-20-34040-010-0020 LIMITED WARRANTY DEED THIS LIMITED WARRANTY DEED, Made this I day of A?gmm?? 2009, by REGIONS BANK, FIRST ALABAMA BANK IN MONTGOMERY, AS TRUSTEE OF THE IDA BELLE YOUNG REVOCABLE TRUST DATED MARCH 13, 1995 (the ?Grantor?) whose address is do Regions Bank Trust Department, Attn: John Bell, PO. Box 2450, Montgomery, AL 36102-2450, to BRYAN S. JEFFREY, AS TRUSTEE OF THE ANGUS B. WILES TRUST EFFECTIVE OCTOBER 31, 2009, together with the power and authority either to protect, conserve and to sell, or to lease, or to encumber, or otherwise to manage and dispose of the real property described herein (the ?Grantee?), whose address is 11300 Cantrell Road, Suite 301, Little Rock, Arkansas 72212. Witnesseth: that the Grantor, for and in consideration of the sum of $100.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, premises, releases, conveys and conforms unto Grantee, his heirs and assigns, all of the Grantor?s right, title, interest and claim in and to that certain land situated in Walton County, Florida, and more particularly described as: Lot 2, Block 10, Blue Mountain Beach Subdivision No. 1, according to the Plat thereof ?led in Plat Book 2, Page 41 of the Public Records of Walton County, Florida, together with all of Grantor?s right, title, interest and claim in and to all (if any) buildings, ?xtures and improvements forming a part of said real property (hereinafter referred to as the ?Property"). For the same consideration, the Grantor hereby releases, remises, quitclaims and conveys to the Grantee, his heirs and assigns, all of the Grantor?s right, title, interest and claim in and to all (if any) appurtenances, rights of way, privileges, easements and other rights bene?ting or pertaining to the Property; and any land lying in the right of way of any public street or road in front or adjoining the Property to the centeriine thereof. To Have and to Hold, the same in fee simple forever. And the Grantor hereby covenants with said Grantee, his heirs and assigns, that the Grantor hereby warrants the title to said Property and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor, but not otherwise; provided, however, notwithstanding anything to the contrary provided herein, this conveyance and any and co 8 0' 2 a: CFN 3.099973 OR BK 2830 PG 1392 all express or implied warranties of title hereunder are expressly made upon and subject to all applicable federal, state, county, municipal and other governmental laws, statutes, codes (including but not limited to zoning and building codes), ordinances, orders, permits, rules and regulations affecting the Property; the lien of taxes not now delinquent; all, if any, covenants, restrictions, reservations, easements and rights of way affecting said Property that appear of record in the Public Records of Walton County, Florida; any neighborhood plan affecting the Property that has been adopted at or prior to the closing of this sale; all (if any) oil, gas, mineral, mining and drilling rights or reservations heretofore conveyed to or reserved by any third parties that appear of record in said Public Records; (0 all (if any) encroachments, overlaps, gaps, gores, boundary line discrepancies, losses due to erosion, storm damage or changes in the mean high tide, easements, rights of way and such other state of facts as would be revealed by a physical inspection or accurate and current ALTA urban as-built survey or topographical map of the Property; the right, title or interest, if any, of the public to use any public beach or recreation area on any part of the Property lying between the water abutting the Property and the most inland of any of the following: the natural line of vegetation, (ii) the most extreme high water mark, the bulkhead line, or (iv) any other line which has been or which hereafter may be legally established as relating to such public use; and no express or implied warranty of any kind whatsoever is made with respect to riparian rights or the title to any portion of the Property lying below the ordinary high water mark. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT REGIONS BANK HAS EXECUTED THIS DEED SOLELY IN ITS REPRESENTATIVE CAPACITY AS TRUSTEE OF THE IDA BELLE YOUNG REVOCABLE TRUST DATED MARCH 13, 1995, AND NOT IN ITS INDIVIDUAL OR CORPORATE CAPACITY, AND ITS LIABILITY ARISING UNDER OR BY VIRTUE OF OR IN ANY WAY CONNECTED WITH THIS DEED OR ANY COVENANTS, WARRANTIES OR REPRESENTATIONS HEREIN CONTAINED, WHETHER EXPRESSED OR IMPLIED, SHALL BE LIMITED TO THE ASSETS HELD BY IT AS SUCH TRUSTEE UNDER AND PURSUANT TO SECTIONS 10 AND ll OF ARTICLE OF SAID TRUST AT THE TIME OF MAKING ANY CLAIM THEREFORE. ~0847088.doc . 2 .- CFN 1099973 OR BK 2830 PG 1393 In Witness Whereof, Grantor has executed this Deed as of the day and year ?rst above written. Signed, sealed, and delivered in the GRANTOR: Presence of: c. Print 40 501.. REGIONS BANK, FIRST ALABAMA 2 3 . . BANK IN MONTGOMERY, AS TRUSTEE OF THE IDA BELLE YOUNG REVOCABLE TRUST Print Name: IZerh. Am"? DATED MARCH 13, 1995 By: Ngez Int": 4 Title: 5; up ?5 STATE OF ALABAMA COUNTY OF MONTGOMERY The foregoing instrument as ackno ledged before me this 12 IL day of 2009, by as 031 404d 04d of Regions Bank, First Alabama Bank in Montgomery, as Trustei"o?lt the Ida Belle Young Revocable Trust dated March 13, 1995. He o/pg is personally known to me, or has produced as identi?catione?fr??ims?a?) 8' NameNotary Public, State ofAlab .353 i 3 It?? My Commission Expires: 4 37 0/ arm, if.? in (3 NOTARY PUBLIO STATE OF ALABAMA ATLARGE MY COMMISSION amass: Apia 27. 2013 OF THIS DEED SERVED As NOT . THE TITLE To SAID PROPERTY AND STATES No OPINION WITH RESPECT THERETO OR WITH RESPECT To THE LEGAL DESCRIPTION THEREOF. ~0847088.doc 3 i 1099974, OR BK 2830 Page 1394, Recorded 11/20/2009 at 12:59 PM, MARTHA INGLE, WALTON COUNTY CLERK OF COURT DOC STMP-D: $5600.00 Deputy Clerk 8 SUTERA This instrument was prepared by: W. Inge Hill, Jr. Hill, Hill, Carter, Franco, Cole Black, RC. 425 South Perry Street Montgomery. Alabama 36104 Property Appraiser?s Parcel Identi?cation Number (Parent Parcel): 12-38-20-3 4040-01 0-0030 LIMITED WARRANTY DEED THIS LIMITED WARRANTY DEED, Made this [3 t5day of MAC: 2009, by REGIONS BANK, FIRST ALABAMA BANK IN MONTGOMERY, AS TRUSTEE OF THE IDA BELLE YOUNG REVOCABLE TRUST DATED MARCH 13, 1995 (the ?Grantor?) whose address is 0/0 Regions Bank Trust Department, Attn: John Bell, PO. Box 2450, Montgomery, AL 36102-2450, to DAVID M. HAAK and DEBBIE R. HAAK (collectively, the ?Grantee?), whose address is 3801 Jack Cullen Drive, Texarkana, AR 71854. Witnesseth: that the Grantor, for and in consideration of the sum of $100.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, premises, releases, conveys and conforms unto Grantee, his heirs and assigns, all of the Grantor?s right, title, interest and claim in and to that certain land situated in Walton County, Florida, and more particularly described as: Lot 3, Block 10, Blue Mountain Beach Subdivision No. 1, according to the Plat thereof ?led in Plat Book 2, Page 41 of the Public Records of Walton County, Florida, together with all of Grantor?s right, title, interest and claim in and to all (if any) buildings, ?xtures and improvements forming a part of said real property (hereinafter referred to as the ?Property?). For the same consideration, the Grantor hereby releases, remises, quitclaims and conveys to the Grantee, his heirs and assigns, all of the Grantor?s right, title, interest and claim in and to all (if any) appurtenances, rights of way, privileges, easements and other rights bene?ting or pertaining to the Property; and any land lying in the right of way of any public street or road in front or adjoining the Property to the centerline thereof. To Have and to Hold, the same in fee simple forever. And the Grantor hereby covenants with said Grantee, his heirs and assigns, that the Grantor hereby warrants the title to said Property and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor, but not otherwise; provided, however, notwithstanding anything to the contrary provided herein, this conveyance and any and all express or implied warranties of title hereunder are expressly made upon and subject to all applicable federal, state, county, municipal and other governmental laws, statutes, codes (including but not limited to zoning and building codes), ordinances, orders, permits, rules and regulations a??ecting the Property; the lien of taxes not now delinquent; all, if any, covenants, :0 Ln 6 2 a 3 1099974 OR BK 2830 PG 1395 restrictions, reservations, easements and rights of way affecting said Property that appear of record in the Public Records of Walton County, Florida; any neighborhood plan affecting the Property that has been adopted at or prior to the closing of this sale; all (if any) oil, gas, mineral, mining and drilling rights or reservations heretofore conveyed to or reserved by any third parties that appear of record in said Public Records; all (if any) encroachments, overlaps, gaps, gores, boundary line discrepancies, losses due to erosion, storm damage or changes in the mean high tide, easements, rights of way and such other state of facts as would be revealed by a physical inspection or accurate and current ALTA urban as?built survey or topographical map of the Property; the right, title or interest, if any, of the public to use any public beach or recreation area on any part of the Property lying between the water abutting the Property and the most inland of any of the following: the natural line of vegetation, (ii) the most extreme high water mark, the bulkhead line, or (iv) any other line which has been or which hereafter may be legally established as relating to such public use; and no express or implied warranty of any kind whatsoever is made with respect to riparian rights or the title to any portion of the Property lying below the ordinary high water mark. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT REGIONS BANK HAS EXECUTED THIS DEED SOLELY IN ITS REPRESENTATIVE CAPACITY AS TRUSTEE OF THE IDA BELLE YOUNG REVOCABLE TRUST DATED MARCH 13, 1995, AND NOT IN ITS INDIVIDUAL OR CORPORATE CAPACITY, AND ITS LIABILITY ARISING UNDER OR BY VIRTUE OF OR IN ANY WAY CONNECTED WITH THIS DEED OR ANY COVENANTS, WARRANTIES OR REPRESENTATIONS HEREIN CONTAINED, WHETHER EXPRESSED OR IMPLIED, SHALL BE LIMITED TO THE ASSETS HELD BY IT AS SUCH TRUSTEE UNDER AND PURSUANT TO SECTIONS 10 AND 11 OF ARTICLE OF SAID TRUST AT THE TIME OF MAKING ANY CLAIM THEREFORE. In Witness Whereof, Grantor has executed this Deed as of the day and year ?rst above written. Signed, sealed, and delivered in the GRANTOR: Presence of: REGIONS BANK, FIRST ALABAMA BANK IN MONTGOMERY, AS TRUSTEE OF - THE IDA BELLE YOUNG REVOCABLE TRUST Print Name: DATED MARCH 13, 1995 By: . {3040.0 e: EMU Title: ye #2 ?int we}: STATE OF ALABAMA COUNTY OF MONTGOMERY ~5497135.doc 2 1099974 OR BK 2830 PG 1396 of Regions Bank First Alabama Bank In Montgomery, rustee of the Ida Belle Young Revocable Trust dated 548353 13 1995 alle I/etg is personally known to me, or has produced . identi?cation. I ngu. Name: MACH HEQIHEU 5' Notary Public, State of Alab a 5? My Commission Expires: 429714013 . I, NOTARY PUBLIC arm: or ALABAMA AT LARGE MY COMMISSION EXPIRES: mm 27 2013 . OF THIS DEED SERVED AS NOT MINED THE TITLE T0 SAID PROPERTY AND STATES No OPINION WITH RESPECT THERETO OR WITH RESPECT To THE LEGAL DESCRIPTION THEREOF. 2 i ~5497135.doc 3 40!? .1101}. twink?)! 401-" -l0r}I .30? toot ?u'i ti? ri0r? tun/I0? I?m 10m your . .1. l. ,4 0 "la-i - a m: I. Ar?? of Start: I certify the attached is a true and correct copy of the Articles of Incorporation of WEST FLORIDA DEVELOPMENT COMPANY. a corporation organized under the laws of the State of Florida, filed on February 21, 1947, as shown by the records of this office. The document number of this corporation is 150164. I further certify that said corporation was voluntarily dissolved on October 23, 1968Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol this the Seventh day of July, 2006 Sun. .Cablp 51123331. 111111 cnaeozz (01-06) ?eaetarg of?tate ?t'im'zh?t' EXHIBIT in; my; tor, up up .toig? mg, ?Oi/4: to]! -\0lz \0/1 -.?0lr glory; -\0iI? ?3401-! l0)! .. O.- .0 1.0- .0 (IO1'0; 1mm ~m um. .0tVI0th0 Units <10 'I0t-\ 'I0?a?xW0tu/0ir Blurn berg Na. 5208 cmin?a?s 0v um? to cos-tug mun. n. Lmowooa, any a. a. 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Jammy-um mm bps-Inga. Honda-?w aim-u a. a. emu-mm mm Spa-tun. Harlan-w sums to. 1?1. Ana!? at tho emu-ouch mu bl um!? by um am Board or amen" u? put-ms? to tumor until. the ram noun? at tho "comm? e: um nonunion. u. ?day-u" or 030' convention nun lac ?Mam by the Hoard or utneton ms:- Hunt: ?ulna u- . aubuquont noun; culled tor that purpose. 18. human?: my ital: ?autum- Iums by In: utv pop-um stun be 109% or ??ung, uni Inch Ion. cz- datum cortt?utu mu to low? only tn uric: compliant? It?: :11 ?volt ?t 08' tm but or Florian 13. no, sum- or stock a u: outaunun; on um book- 0! the corporation "a mm by cq?unnum Oh?! am by m. can outta?: witness: as. ?meat a: 5/69: or the nonhuman of ma eu'rpontlmu . . 1c. [0'33? (u m- pbhg?uu mod and mm by any anatvldunl INN. ho hold or tranctundr'w our: individual mm; ouch ounor Sui-?rat. nook tar an the sonar-Hon at a pvtoo not tnoon?atint with in. Jun; van o! ":14 ?not and cu corporstion nu ntuud to patch?. was. stock. 16. In. ?human or in: mum rem-seem u-maror or "oak u: forth in veteran-115 and 'du 0: am auntie.? cmu uwnr or. also no. at um hum: by an aorpontton. the wuoorlbox-a Ltrilb Jun hereunto Jo! tull- hum: um ?an. mi: /1 an ?11' February, Jv-i?l. .. ?14,229. ?Ft-?ns {ti-11!; ?vuho.? ?wAhL? . .3 .7?uvwo I 1 . . Ll? I?Lii?Iut 1-. LR Uln'l"! durum me awdrluu? ?ram?: byword .. .. my listens?, E. 2.. Lew-4, Joan Douay, 5.0an Mum, .nu .ful-Luon. Ju Lam? Charla Lina. .1. .4. Jonathan um: Jorul Bum. no cm Ind ?16ou: nourl?m In and mo aunt-d cm- !owcoxua Innuuauw, and ?chair tumult ?13301106506 Datum nu that no 1n- utrlment {or us"? an: parpoua Moro!? uprwu; bu. Uivon undov mm an.) cruel"unwary. 1947a '1 a. - Lama ?y amt-:19? taping I?l?z FLORIDA CONPAXY. a rloxlda copotatlon.hevlng lte principal place at ln nevunlel Uelton county. Plorlde, doee hereby that the following 1- a true end correct copy of the resolution o! the loard or Dlreotore end etochnoldere ol eald corporetlon, which eeld teeolutlon wee by unenleoue etilreetlve vote o! ell of the Dlreotore end cane: o! ell o! the cepltel etook et a leetlng held on Hepteeher ll. lttl. end eeld reeolutlnn reede ee lolloue. to-ultt 38 If IIOOLVID by the Ioerd o! otteot0te and the owner at ell of the oepltel etock o! ?eet rlorlde nevelopeent Coe y. florlda corporatlon hevlnq lte ece o! ln Defunlek rlorlde, the corporetlon proceed toxtheltn to dlepoee at all 0! lte by conveylno ell ol the of eeld corporetlon to blue Cult Cor- potetlon, florlde cor retlon hevlnq lte ggece of ln cu noy. rloxlde. the owner and lde: at all o! the cepltel etook o! the carpaletlon: end that Cherlee a. leler. ee attorney to: the aorpotetlon. be euthorleed end dlrected to torttul.h estect the dleeolutlon or the outpotetlon ln with-the requlxelente o! lev. And lt le fuxther that the and of tho ottlcere end Directote of the corporatlon are ae lolloue. t0??ltl R. a.'oevle. Pteeldent and Dlrector elG-A Breed Street, Peter I. curlln. Vloe ?teeldent end alreotor fleet Anerlcen uetlonel leak. uel A. nevle. Secretary-noun?: em Dlrector cltleenu lenk Oulnoy, Iloelde. and the eeld pertlee were then and there eotlnq to: Blue Cult Corporetlon, a rlorlde corporetlon hevlnq lte prlnolpel place of in the Bank Oulnoy, flotlde. the one: o: ell or the cepltel stock at the corporetlon belnq hereln aleeolved. And eeld pattlee were duly euthoxleed to eot (or and in hehel! o! eeld owner at ell of the cepltel etock. In otvquPNIN? CONPANY hes ceueed the-e to be elqned ln lte corporeha by lte Preeldent and its corpoxlce to he uttixod, attasto? by its Seer-tary. this 18th day a: A. n. 1963. HIST PLORIDA COIPANY Br}? . 4?51?; .03. Ily I A (coxpatatu anal) STATE 0? COUNTY OF BAY actor. eh. authorttz day ?ctionally aypoarod R. B. Davt- and Hal A. Davis. to I. noun and unuvn to be the individual. in And who cxoautod the turnout a. Prauldont and Boczctary, to. a! Walk Plot do envelop- nan: C0np.2?' a corporation Iovota ly aaknowlodgod to and bctoro no at that: cutout on thoxoo! Ill that: (to. not and Good as such otllgarl o! outporatton und ?uat no.1 uttlxod 1n the crua cosporato 10.1 or 011d outpatation. IN I luv. hereunto ut Iy hand and ?(and the seal 0! uy ottlac. 18th day of A. D. IDCI. ry ??0650 .. ?waunu arrzonvzug STATE: or new? comm or an R. B. Davis and H31 A. Davis, aft-r baing duly sworn. dopoao and say that they are Pronidont and Secrutury. tolpociivuly. u! West Florida Development Company, a rlurlda corporation havtuu its principal place or buuinclu in Defuniak springs. rlorida. and that they have knowledge a! the nocturu and thing! reunion; that said corporation is not indebted to: proportv Lanna, uilhur llnqihlr or intangible, and has no liability for IOIOF or taxui. or any other indabtodneln of any kind uhutnoovur. This affidavai lu qlvuh to comply with Florida Statutes, and In order in the Secretary of State of Florida to procuud uith ihu dininluliun of said corporation in accordanco with Curcirnnacn tiled in "in office. Sworn to and subscribed batoro mu this I idny of Boptunbcx, ?otaiv Eutflc 1.. hum-u L, A. D. 1968, - wg. 32x43 . Cup. ll CERTIHCATI concur: DIMOLUTION um AND run 50113011" 0' 1111! 0' ".0!SHALL con. Gun-was: Thai-taming I. .0 M. In? mm Haw-"Wim did on lim? a? 11-3 01m. AD. cum to ho incorporated undoHonda . om . corporation. with pdncipol pilot a: bulim- in on State 0! florido. mi whom such mnuon did on m- 19? day oLq-mm A. aim to to lilod in tho oiim at the Soc-rem oi Slain at tho Sun: 0! Florida. ?to Mammy authority ivquiud under Sociion 60121, ?orid. Stunt". showing ihc dissolution oi? ouch corporation. and tho Socuury oi Sm. it am an toquiromenu 01 low havo boon compliod with. "no aid ootponuou. homoiou existing with principoi plan at human in tho suu oi Florin. Im ban and it diuoivod mi no loam aim undo: tho law- oi tho into a! ?orid; IN WITNESS I how hereunto In my hand Ind how mud iho Gun Sui oi (in Sal: at Honda. Tallahassee. the CIPIMI. this It. mat-?you Alli . undo- mum": of ?tutv I certify the attached Is a true and correct copy of the Articles of incorporation of BLUE GULF CORPORATION. a corporation organized under the laws of the State of Florida, filed on January 11. 1965, as shown by the records of this office. . - l/A a The document number of this corporation is 288570. further certify that said corporation was administratively dissolved on July 2, 1973. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Seventh day of July. 2006 WWI "fir-773 1A . 0 1w; 0? \?many M. r. .OT's I 0 .221},ng t0; . . in; . ?guec?l??. uhh ?ecretarg nigh: cazeozz (owe) EXHIBIT IOIININI .305 IOII .I'oiI; 401.5,; Isl-5, IolI :urI IOJI Isl."- 13.. - iron ?mow? mix Item (NC ?(Mulch/(0 BIumberg No, 5208 A ARTICLES INCORPORATION . fl?) ULUE {mm CORPORATION ?The underSLand to these articles of inco?pQrarfcn,?? - 6 1- each a natural panama competent Lo contract, hereby associalz?v-I?iciujp 9a .7 selves together to form a corporation under the laws of the Sty-A 05?, e} 99. Florida. 72,16 ARTICLH l. NAME 6 The name or: HHS corporation is: Blue (.ulf torjmration. H. Nfa'l'URl". BUSINESS 7) The general nature of thu businuss to he transacted by this c?rpo? I ration is: To manufacture. purchase, or otherszv acquire, and to own? mortgage, pledge, sell, assign, transfer, or otherwise dispose of,1and I to invest in, trade in, deal in and with goods, wares, merchandisc,;real and personal property, and services, of every class, kind, and descf'rip- tion; except that it is not to conduct a banking, safe deposit, trust, express, railroad, canal, telegraph, telephone or insurance, surety, cemetery, a building and loan associatiOn, mutual fire insurance associa? tion, association, Fraternal benefit society, state Fair or exposition. L?Al?l?l'Al, STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is Five thousand shares of common stock having a nominal or par value of One Hundred Dollars per share. -.--.. . a ARTICLE IV. INITIAL CAPITAL The amount of capital with which this corporation will begin busi- ness is Forty Nine Thousand Dollars. I ARTICLE V. TERM 0? EXISTENCE This corporatinn is to exist perpetually. ARTICLE VI. ADDRESS The initial post office address of the principal office of this corporation in the State of Florida is #7 West Washington Street, Quincyo Florida. The Board of DirectOrs may from time to time move the princi? pal office to any nlhur address in Florida. ARTICLE Vi]. DIRECTORS This corporatinh shall hAVv four directors, initially. The number/ of directors may be increased or diminished from time to time, by by- laws adopted by the stockholders, hut shall HOVPF he less than three. ARTICLE INITIAL DIRECTORS The names and postofficu addresses of members of the first Board of Directors are: ADDRESS ?Obert ??13 2017 McCavock Pike, Nashville, Tenn. Peter Curlirl 980 Overton Lea Nd. Nashville, Tenn. P. C- Elliott . us Bushnell Nashville, Tenn. J. 13. Set to 900 Oak Valley ud., Nashville, Tenn. ARTICLE 13. SURSCRIRERS ?he name and postoffico address of each subscriiur of those Articles . .- wm \Hwh'wmm? fa of incorporation, the number of shares of stock each agrees to take and the value of the consideration thereforiare; EHARES CONSIDERATION ?Obert 8- Davis 2017 Uc?avock Pike 210 319.000.00 and Na?wille,Temn services valued at $2,000.00 Peter B. Curlin Rd. 100 $10,000.00 Nashville, Tenn. P. C. Elliott L15 ?annen. 100 $10,000.00 Nashville, Tmu1. J. 0. Scale 900 Oak Valley ltd. 100 $10,000.00 Nashville, Tenn. Hal A. Davis H. Shelfer St. 20 Services valued Quincy, Florida at $2,000.00 AP'l?lClJi X. These articles of incorporation may be amended in the manner pro- vided by law. Every nmeanont shall be approved by the Hoard of Directors, proposed by them to the and approved at a stockholders meeting by a minority" of retool: entitled ??01?00n, unless all the directors and all the Sign a wriltwn stalewont manisfest- ing their intentions that a cerLain amendment of these/articles ?h'J air 1 'Zgi? f6: Peter 0. Curlin 4! (2,77% D. c. Elliott . h'-Seal? r7? corporation be manicDavis ,un ?unuwnwumlm 1 cum?x - 1- ?no: guw?gwu -. mu? -- STATE OF TENNESSEE COUNTY OF DAVIDSON I hereby certify that on this day, before me, a Notary Public duly authorized in the state and county named above to take ecknowlednnents, personally appeared Robert M. Davis, Peter B. Curlin, P. C. Eniottand J. n. Scale, to me known to be the persons described as subscribers in and who executed the foregoinq articles of incorporation, and acknow- ledged before me that they subscribed to those articles of incorporation. Witness my hand and official seal in the county and state named above day of January, A. D. 1965. rf? (than, NOTARY PVHLIC My commission expires:. STATE 01" FLORIDA COUNTY OF I hereby certify that on this day, before me, a Notary Public duly authorized in the stete and county named above to take acknowledgments, personally appeared Hal A. Davis, to me known to be the person described as subscriber in and who executed the foregoing articles of incorporation, and acknowledged before me that he subscribed to those articles of in- corporation. Hitness my hand and official seal in the countv and state named above this 211 day of January, A. D. 1965commission expires:? ti I 5 fgiis?ii I i "Fifi! It! pill-l [Ill-u? ill I {Ills-1.111} 5. will] 21/ A . nl. I 1i}. It?. 1831. "Ilt?rl? twill. . n'lill'v?llillnill'llnl . il:!i" Inalike-k A 4 K. 9252. z/ . I . 23.580ng a ?ammzazuo Bunting I . . 2259353833 H?cnodio 5m