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NAILEN PROPERTIES / GGG, LLPCONTRACT FOR PURCHASE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: NAILEN PROPERTIES/GGG, L.L.P., an Alabama limited liability partnership, having its principal place of business at 117 Hidden Glen Way, Dothan, Alabama 36303 (herein "Seller"), and the CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida, P. O. Box 4748, Clearwater, Florida 33758-4748 (herein "Buyer" or "City"), (collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") upon the following terms and conditions. 1. PROPERTY DESCRIPTION (Portion of Pinellas County Parcel I. D. 30-28-16-18686-000-0020) LEGAL DESCRIPTION: A portion of COUNTRYSIDE VILLAGE SQUARE LOT 2, according to the plat thereof as recorded in Plat Book 92, Pages 7 - 9, Public Records of Pinellas County, Florida, containing 937.63 square feet, more or less, as more particularly described and depicted in EXHIBIT "A" appended hereto and by this reference made a part hereof. 2. FULL PURCHASE PRICE .................................................................. $ 24,218.98 3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds at time of closing ......................................... $ 24,218.98 4. PURCHASE PRICE The Full Purchase Price as established herein has been reached through discussions with the Seller's attorney, and reflects a prorata valuation of the subject parcel derived from the Pinellas County Property Appraiser's total assessed value of the parent parcel. 5. TIME FOR ACCEPTANCE Following execution of this Contract by Seller, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open for a period of 45 days following delivery in duplicate original to the City of Clearwater for acceptance and approval, or rejection, by action of the Clearwater City Council. If this Contract is accepted and approved by the Council, it will be executed by duly authorized City officials (the "Effective Date") and delivered to Seller within 15 business days thereafter. If Council rejects this contract upon initial presentation, this contract shall be null and void in all respects and the Seller shall be so informed in writing within 5 business days thereafter. A facsimile or electronically transmitted copy of this Contract and any signatures hereon shall be considered for all purposes as an original. 6. TITLE Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory Warranty Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title shall be free of liens, easements and encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and no others provided there exists at closing no violation of the foregoing and none of them prevents Buyer's C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content.IE5\LHXRMSL2\NAILEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 1 of 6 intended use of the Property. Seller warrants and represents that there is ingress and egress to the Real Property sufficient for the intended use as described herein. 7. TITLE EVIDENCE The Buyer shall, at Buyer expense and within 15 days prior to closing date obtain a title insurance commitment issued by a licensed Florida title insurance agent agreeing to liens, encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5 days from receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefor, including the bringing of necessary suits. 8. SURVEY Buyer, at Buyer's option and expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor of Buyer's choice. If survey shows any encroachment on Real Property, or that improvements located on Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a title defect. The survey shall be performed to minimum technical standards of the Florida Administrative Code and may include a description of the property under the Florida Coordinate System as defined in Chapter 177, Florida Statutes. 9. CLOSING PLACE AND DATE Buyer shall designate closing agent and this transaction shall be closed at a mutually agreed time in the offices of the designated closing agent in Pinellas County, Florida, on or before thirty days following the Effective Date as set forth in paragraph 5 above, unless extended by other provisions of this contract. If either party is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to 60 days without effect upon any other term, covenant or condition contained in this contract. 10. CLOSING DOCUMENTS Buyer shall furnish closing statements for the respective parties. Seller shall provide and deliver the deed, bill of sale, mechanic's lien affidavit, tenant and mortgage release estoppel letters, and corrective instruments as may be applicable. If Seller is a corporation, Seller shall deliver a resolution of its Board of Directors authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting forth facts showing the conveyance conforms to the requirements of local law. C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content.IE5\LHXRMSL2\NAILEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 2 of 6 11. CLOSING EXPENSES The Buyer, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall pay documentary stamps on the deed. Seller shall pay the costs of recording any corrective instruments. Buyer shall pay for recordation of the deed. 12. PRORATIONS; CREDITS Property taxes and any governmental assessments accruing against the Property shall be paid by Seller and prorated through the day before closing. Closing agent shall collect all ad valorem taxes uncollected but due through day prior to closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the Property from taxation as provided in Chapter 196.012(6), Florida Statutes. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller. 13. OCCUPANCY Seller warrants and shall validate and affirm at or prior to closing that the property has no tenancies or others in occupancy other than the Seller. 14. PROPERTY CONDITION The parties acknowledge that the subject property is presently improved with a City of Clearwater sanitary lift station at time of Contract. The parties further agree that Seller shall deliver, and Buyer shall accept, the Property at time of closing in its present "as is" condition, ordinary wear and tear excepted. Seller makes no warranties other than is disclosed herein in Paragraph 17 ("SELLER WARRANTIES") and marketability of title. 16. PROCEEDS OF SALE; CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last title evidence. If Seller's title is rendered unmarketable through no fault of the Buyer, Buyer shall, within the 5-day period, notify the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure required by this provision may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content.IE5\LHXRMSL2\NAILEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 3 of 6 16. DEFAULT If this transaction is not closed due to any default or failure on the part of the Seller, other than to make the title marketable after diligent effort, Buyer may seek specific performance or unilaterally cancel this agreement upon giving written notice to Seller. If this transaction is not closed due to any default or failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brokerage fee regarding this transaction, the defaulting party shall be liable for such fee. 17. SELLER WARRANTIES Seller warrants that there are no facts known to Seller that would materially effect the value of the Property, or which would be detrimental to the Property, or which would effect Buyer's desire to purchase the property except as follows: (Specify known defects. If none are known, write "NONE". If no entry, it will be deemed that Seller has entered "NONE") Buyer shall have fifteen (15) days following the Effective Date to investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract. If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any objection to the disclosed matters and shall have the obligation to close on the contract. 18. RADON GAS NOTIFICATION In accordance with provisions of Section 404.056(8), Florida Statutes (1989), as amended, Buyer is hereby informed as follows: RADON GAS: 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. 19. CONTRACT NOT RECORDABLE; PERSONS BOUND Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. 20. NOTICE All notices provided for herein shall be deemed to have been duly given if and when deposited in the C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content.IE5\LHXRMSL2\NAILEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 4 of 6 United States Mail, properly stamped and addressed to the respective party to be notified, including the parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who will in any way act at the behest of the parties to satisfy all terms and conditions of this contract. 21. ASSIGNABILITY: PERSONS BOUND This contract is not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors and assigns (if assignment is permitted). 22. BROKER REPRESENTATION The parties represent each to the other that no Real Estate Brokerage Fee is owed to any real estate Broker or agent in connection with this Contract. 23. ATTORNEY FEES; COSTS Each party shall be responsible for its own attorney's fees in connection with this Contract. In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 24. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 25. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to effect the validity of any other provision. In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 26. GOVERNING LAW It is agreed by and between the parties hereto that this contract shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 27. COUNTERPARTS; FACSIMILE COPY This contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile copy of this contract, including any addendum, attachments and any written modifications hereof, and any initials or signature thereon shall be deemed an original. 28. ENTIRE AGREEMENT Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties, shall supersede any and all prior and contemporaneous written and oral promises, C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content.IE5\LHXRMSL2\NAILEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 5 of 6 representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to be made in this agreement shall only be valid when expressed in writing, acknowledged by the parties and incorporated herein or attached hereto. EXECUTED this 2w° day of 06 a6ek , 2008 by Seller. NAILEN PROPERTIES/GGG, L.L.P., an Alabama limited liability partnership By: C. Charles Nailen, Jr., Ma aging Partner APPROVED BY BUYER & EFFECTIVE this day of UHn-A i 2008. CITY OF CLEARWATER, FLORIDA Countersigned: Y• Frank V. Hibbard William B. Horne, II Mayor City Manager Approved as to form: Attest: Laura Lipowski Assistant City Attorney ?_._.. Lu "_1 %nthia E. Goudeau Clerk C:\Documents and Settings\myra\Local Settings\Temporary Internet Files\Content. IE5\LHXRMSL2\NAI LEN PURCHASE - LS 50 PUMP STATION 0708.doc Page 6 of 6 sco% 1'= 20' EXHIBIT " A" This is not o survey NORTH Gtubi i j ? ? Mean°i ? ? ! i G POB ?\re NW CORNER i i e(\y 8°U° OF LOT 2 / pr8 <1 ?h Dr. & Utility Easement O.R. 5338-1858 i % / / / N6?25 Aye O ? er? ,5e #50 ? ? / PSPri /\\\ ? OvN ?R LOT 7 SAGE C ?L LOT 2 y S Q ? Legal Description I? 9 Basis Bearing Reference: per Countryside Village Square, Plat Book 92, Page 9, as recorded in the Public Records of Pinellas County, Florida, Table Curve No. 5, Chord Bearing S73'21'51"W. That portion of Lot 2, Countryside Village Square, Plat Book 92, Page 9, as recorded in the Public Records of Pinellas County, Florida, and being more particularly described as follows: Begin at the Northwest corner of Lot 2, Countryside Village Square, Plat Book 92, Page 9, as recorded in the Public Records of Pinellas County, Florida, said point also being on the Southerly right of way line of Countryside Boulevard; thence along a curve to the right, an arc distance of 25.48 feet, a radius of 990.00 feet, a central angle of 1'28'29", a chord bearing of N6830'16"E, and a chord distance of 25.48 feet, said curve being the Northerly boundary line of said Lot 2, and also the said Southerly right of way line of Countryside Boulevard; thence S25'59'45"E, along a line parallel with the most. Westerly boundary line of Lot 2, a distance of 35.86 feet; thence 564'00'15"W, a distance of 25.40 feet, to a point of intersection with the most Westerly boundary line of said Lot 2; thence N25'59'45"W, along the most Westerly boundary line of said Lot 2, a distance of 37.86 feet, to the POWOFBBGIIVNMG, and containing 937.63 square feet, 0.0215 acres, more or less.