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DAVNA INVESTMENTS LIMITED (2) CLOSING BINDER PROPERTY: 650 Old Coachman Road Clearwater, Florida SELLER: Davna Investments Limited, an Ontario corporation, also known as Davna Investments Ltd., Corp. PURCHASER: City of Clearwater, Florida, a municipal corporation of the State of Florida DATE OF CLOSING: As of December 15, 2010 City of Clearwater, Florida 1. Contract for Purchase of Real Property by the City of Clearwater, Florida 2. Seller's Closing Statement 3. Purchaser's Closing Statement 4. Warranty Deed from Davna Investments Ltd., Corp. to City of Clearwater, Florida 5. Seller's Affidavit 6. Certificate of Good Standing for Davna Investments Limited 7. Certificate of Incumbency and Certification as to Articles of Incorporation and Bylaws of Davna Investments Ltd., Corp. 8. Certificate and Articles of Incorporation of Davna Investments Limited 9. Resolutions of the Board of Directors of Davna Investments Ltd., Corp. 10. Old Republic Title Insurance Company Commitment (marked-up) 11. Old Republic Title Insurance Company Owner's Policy No. OPM-4019430 12. Survey {00026623.DOU) i • CONTRACT FOR PURCHASE OF DEAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: DAVNA INVESTMENTS LIMITED, d/b/a DAVNA INVESTMENT LIMITED CORP., an Ontario Corporation, located at 650 Old. Coachman Road, Clearwater, Florida 33765 (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, upon the following terms and conditions. 1. PROPERTY DESCRIPTION: The East 660 feet of the South V4 of the Northwest'/ of the Southeast % of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road right-of-way, LESS the south 210 feet thereof, and LESS the right-of-way of County Road 32, identified in Parcel ID# 07-29-16-00000-420-1000, together with all improvements thereon and therein (the "Property"). PERSONAL PROPERTY TO BE CONVEYED: None to be conveyed. Free standing appliances at the Property are not included and shall be removed by Seller prior to closing. 2. FULL PURCHASE PRICE .................................................................. $ 320,000.00 3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds at time of closing ......................................... $ 310=0.00 4. PURCHASE PRICE DETERMINATION The full Purchase Price as established herein has been reached-by agreement of the parties 5. TIME FOR ACCEPTANCE AND PAYMENT OF DEPOSIT Following execution of this agreement (the "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 become effective upon execution by duly authorized City officials (the "Effective Date") and delivered to Seller within 5 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- Within 10 business days after the Effective Date, Buyer shall deliver by wire transfer or check, payable to: "Straley & Robin Trust Account", the sum of $10,000.00 (the "Deposit") to the. law firm Straley & Robin, Attention: Tracy J. Robin, 1510 W. Cleveland Street, Tampa, Florida 33606 ('"Escrow Agent"). In the event Buyer fails to deliver the Deposit to Escrow Agent in accordance with the foregoing, this Contract shall be void and of no force or effect. The Deposit shall be held in the Escrow Agent's trust account (non-interest bearing), in accordance with this Contract pending consummation of this transaction. The Deposit shall be non-refundable upon expiration of the Inspection Period set forth in Section 14 below, provided Seller performs all of its duties and obligations under this Contract. At closing, the Deposit shall be paid to Seller on account of the Purchase Price. (00024963 DQC/2) Page 1 of 7 0 0 The balance of the Purchase Price shall be paid to Seller in cash at closing by wire transfer of immediately available federal funds. (b) The Escrow Agent receiving funds is authorized and agrees by acceptance of such funds to deposit them promptly, hold the same in escrow and subject to clearance, disburse there in accordance with the terms and conditions of this Contract. If in doubt as to the Escrow Agent's duties or liabilities under the provisions of this Contract, Escrow Agent may, at Escrow Agent's option, continue to hold the subject matter of the escrow until the parties hereto agree to its disbursement, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties, or Escrow Agent may deposit the same with the Clerk of the Circuit Court having. jurisdiction of the dispute. An attorney who represents a party and also. acts as Escrow Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. Any suit between Buyer and Seller wherein Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any suit wherein Escrow Agent interpleads the subject matter of the escrow, Escrow Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the. prevailing party. The Escrow Agent shall not be liable to any party or person for misdelivery to Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the provisions of this Contract or gross negligence of the Escrow Agent. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person, Escrow Agent shall not be liable in connection with the performance by Escrow Agent of its duties hereunder, except for Escrow Agent's own fraudulent misconduct or gross negligence. Escrow Agent shall be under no obligation to institute or defend. any action, suit or legal proceeding in connection herewith or to take any other action likely to involve Escrow Agent in expense (except to interplead the Deposit as aforesaid) unless first indemnified to its reasonable satisfaction by Seller and Buyer_ 6. TITLE Seller warrants legal capacity to and shall convey marketable title to the Property by Special 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 intended use of the Property. 7. TITLE EVIDENCE Seller shall, at Seller expense and within 20 days business following the Effective Date, obtain and deliver to Buyer 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 business days from receiving evidence of title to examine it If title is found defective, Buyer shall, within 3 business 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 (00024963.DOC/2) Page 2 of 7 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. & SURVEY Buyer, at Buyer's option and expense, within time allowed to deliver evidence of title and to examine same, may.have Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor of Buyers choice. If survey shows any encroachment on Property, or that improvements located on 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, provided, however, that Seller shall have no obligation to correct any such defect, Buyer may accept the matters disclosed by the survey or terminate the Contract pursuant to provisions of Section 14(b) below. 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 This transaction shall be closed at a the offices of Escrow Agent on or before sixty (60) 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 DOCUMENT Seller 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, 11. CLOSING EXPENSES Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall be paid by the Seller. Seller shall also pay the costs of the Owner's Policy of title Insurance, recording any corrective instruments, Seller's attorney fees, and brokerage fees pursuant to separate listing contract. 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 to 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. Buyer shall thereafter notify the Pinellas County Tax Collector to exempt the Property from taxation as (00024963.00c/2} Page 3 of 7 0 0 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. 13.000UPANCY 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 Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition with all faults, ordinary wear and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller makes no warranties or representations whatsoever about the Property or any facts or conditions relating thereto, except for the warranties and representations regarding the status of title as provided for elsewhere in this Contract. Buyer's covenant to purchase the Property "as is" is more specifically governed by either subparagraph 1. a. or b. as marked [XI. a.) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present.'"as is" condition. b. (X] As Is With Right of Inspection: Buyer may, at Buyer expense and within 45 days following the Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided, however, that all such persons enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice„ provide utilities services as may be required for Buyer's inspections and investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the Property without Seller's prior written consent. Buyer may terminate this Contract by written notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal conditions which are reasonably unsatisfactory to Buyer, If Buyer fails to Notify Seller that Buyer is terminating this Contract as provided herein, then, in that event, it will be deemed Buyer is obligated to consummate the purchase of the Property in its then "AS IS" condition, subject only thereafter to Seller having met and performed all other obligations and conditions of this Contract and subject to normal wear and tear through day of closing, and upon Seller not being in default of any obligations under any of the terms and provisions of this Contract. 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 (00024963.ooCE2} Page 4 of 7 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 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. (2009), as amended. 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. SELLJER RANTIES DELETED. 18. RADON GAS NOTIFICATION In accordance with provisions of Section 404.056($), 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 United States Mail, properly stamped and addressed to the respective party to be notified, including the parties. to this Contact at the addresses set forth below, 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. (OW24953,00C/2) Page 5 of 7 SELLER Davna Investment Limited Corp. c/o Howard Shiffman, Exec. V.P. 5200 Brittany Drive South, Unit 1102 St, Petersburg, Florida 33715 Tracy J. Robin, Esq. Straley & Robin 1510 W Cleveland Street Tampa., Florida 33606 21, ASS G BILITY- PERSONS BO BUYER 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, specifically excepting brokerage fee Seller may be obligated to pay pursuant to active listing agreement with Your Neighborhood Realty, Inc. 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, TYP WRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of Contract in conflict with them- 26. EFFECT F PARTIAL INVALIDITY The invalidity of any provision of this Contract will not and shall not be deemed to affect 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. 100024963 poc121 Page 6 of 7 41 ! 27. COUNTERPART& 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, 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 / day of 2010 by Seller. DAVNA INVESTMENT LIMITED CORP. r 4 By. Print Na e: 2: h Print Title: .4 -.... . APPROVED BY BUYER & EFFECTIVE this - *- day of 420,A 4W , 2010. Countersigned: Frank V. Hibbard Mayor CITY OF CLEARWATER, FLORIDA William B, Horne, II City Manager Approved as to form: Laura Mahony Assistant City Attorney Attest: Rosemarie Call City Clerk Tip ? J00024963 D00121 Page 7 of 7 SELLER'S CLOSING STATEMENT PROPERTY: 650 Old Coachman Road Clearwater, Florida SELLER: Davna Investments Ltd., Corp., an Ontario corporation PURCHASER: City of Clearwater, Florida, a municipal corporation of the State of Florida DATE OF CLOSING: As of December 15, 2010 Sales Price Charges: 1. Sales Commission to Your Neighborhood Realty, Inc. 2. Documentary Stamp Tax on Deed 3. Title Search Fee to Old Republic Title Insurance Fund, Inc. 4. Owner's Title Insurance Premium to Old Republic National Title Insurance, Inc. 5. Attorneys' Fees to Straley & Robin 6. Prorata share of 2010 real estate taxes from 1/01/10 to 12/14/10 based on a 2010 net amount of $4,276.88 7. Recording Fee for Affidavit AMOUNT DUE TO SELLER: $ 19,200.00 2,240.00 110.00 1,675.00 2,950.00 $320,000.00 4,077.68 129.00 ($30,381.68) $289,618.32 DAVNA INVES Ontario, Canadd By: LIMITED, Vice President { 00026177.DOC/} 0 0 PURCHASER'S CLOSING STATEMENT PROPERTY: 650 Old Coachman Road Clearwater, Florida PURCHASER: City of Clearwater, Florida, a municipal corporation of the State of Florida SELLER: Davna Investments Ltd., Corp., an Ontario corporation DATE OF CLOSING: As of December 15, 2010 Sales Price Deposit received from Purchaser Chars s: $ 320,000.00 10( ,000.00) 310,000.00 1. Recording Fee for Warranty Deed $ 18.50 2. Prorata share of 2010 real estate taxes from 12/15/10 to 12/31/10 based on a 2010 net amount of $4,276.88 199.20 21 AMOUNT DUE FROM PURCHASER TO CLOSING AGENT STRALEY & ROBIN $ 310,217.7Q CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida By: Earl Barrett Real Estate Services Manager {00026279.D00) This instrument was prepared by and is to be returned to: John M. Vericker Straley & Robin 1510 W. Cleveland Street Tampa, Florida 33606 WARRANTY DEED KEN BURKE, CLERK OF COURT PINELLAS COUNTY FLORIDA INST# 2010361926 1212812010 at 12:31 PM OFF REC BK: 17126 PG: 2246-2247 DocType:DEED RECORDING: $18.60 D DOC STAMP: $2240.00 THIS WARRANTY DEED ("Deed") is made this 15th day of December, 2010, by and between Davna Investments Limited, an Ontario, Canada corporation, also known as Davna Investments Ltd., Corp., whose mailing address is 5200 Brittany Drive South, Unit 1102, St. Petersburg, Florida 33715 ("Grantor"), and City of Clearwater, Florida, a municipal corporation of the State of Florida, whose mailing address is P. 0. Box 4748, Clearwater, Florida 33758-4748 ("Grantee"). WITNESSETH That the Grantor, for and inconsideration of the sum of Ten and no/100 Dollars, and other valuable consideration, lawful money of the United States of America, to it in hand paid by the Grantee, the receipt and adequacy of which are hereby acknowledged, has granted, bargained, sold, and conveyed to Grantee, its successors and assigns forever, all of the following described land in Pinellas County, Florida ("Property"), to-wit The East 660 feet of the South '/4 of the Northwest '/4 of the Southeast '/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. Parcel ID Number: 07/29/16/00000/420/1000 TO HAVE AND TO HOLD the above-described premises and appurtenances, unto the Grantee, its successors, and assigns in fee simple forever subject to the conditions and restrictions set forth below, And the Grantor does hereby covenant with the Grantee that the Property is free from all liens and encumbrances, except taxes for the year 2011 and subsequent years, and easements, covenants, conditions, restrictions and other matters of record, AND the Grantor hereby covenants with Grantee that, subject to and except for easements and restrictions of record, if any, the Grantor is lawfully seized of the Property in fee simple; that the Grantor has good right and lawful authority to sell and convey the Property; that the Property is free from all encumbrances made by Grantor, and Grantor will warrant and defend the same against the lawful claims and demands of all persons claiming by, through or under the Grantor, but not against the claims of any others. {00026278.DOC/} Page 1 oft Pages IN WITNESS WHEREOF, the Grantor has executed this Deed under seal on the date aforesaid. Signed, sealed and delivered in the presence of: Davna Ini an Ontario r??rrriy;y, I ?J ?IL,yi.y'. Sig-nature r Print or type ame ignature Print or type name STATE OF FLORIDA COUNTY OF man d ice-President ?'_ ? ?' `°' •' '' Cam` ,y a By: The foregoing instrument was acknowledged before me this day of December, 2010, by Howard Shiffman, as Executive Vice-President of Davna Investments Limited, an Ontario, Canada corporation, for and on behalf of the corporation. He/she is Rers? known to me; or has produced (type of identification), as identification. NO P (Print, Type or Stamp Commissioned Name of Notary Public) Notary Public State of Florida 4 et NI Tracy J Robin My Commission DON1379 Nor ZypIZ 08/1212014 {00026278.DOC/I Page 2 of 2 Pages SELLER'S AFFIDAVIT STATE OF FLORIDA COUNTY OF b 0 BEFORE ME, the undersigned authority, personally appeared Howard Shiffman who, after being duly sworn, deposes and says: 1. He is over 18 years of age and has personal knowledge of the facts set forth herein; that they are true and correct. 2. He is the Executive Vice President of Davna Investments Limited, an Ontario, Canada corporation, (the "Seller"). 3. Seller is also known as Davna Investments, Ltd. Corp., and is the same company as the grantee in the Warranty Deed recorded in O.R. Book 10132, on page 1902, recorded in the public records of Pinellas County, Florida, wherein Seller acquired title to the Property. 4. Seller is the owner of the following described property (the "Property"): The East 660 feet of the South'/4 of the Northwest'/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. Parcel ID Number: 07/29/16/00000/420/1000 5. . There is no outstanding contract for the sale of the Property to any person or persons whomsoever, nor any unrecorded deed, mortgage, or other conveyances affecting the title to the Property. 6. Seller has not caused any liens, encumbrances, mortgages, claims, boundary line or other disputes, demands or security interest in, on or against the Property or any goods, furnishings, appliances, fixtures or equipment now installed in or which are to be affixed to the Property; that there are no unpaid taxes, levies, assessments, paying liens or utility liens against the Property (other than real estate taxes for the current year). 7. Seller has not caused any improvements to be made upon the premises within the past ninety (90) days for which there remain any outstanding and unpaid bills for labor, materials, or supplies for which a lien or liens might be claimed by anyone. 8. There are no matters pending against Seller that could give rise to a lien that would attach to the Property. {00026179,DOG} 0 0 9. Seller is in sole constructive or actual possession of the Property and no other person has any right to possession of the Property, or asserts any claim of title or other interest in it. 10. Affiant is authorized to make, execute and deliver all documents necessary to convey the Property to the City of Clearwater, a municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 33758-4748 (the "Buyer") pursuant to the Contract for Purchase of Real Property by the City of Clearwater, Florida. 11. Seller knows of no violations of governmental laws, regulations, or ordinances pertaining to the use of the Property. 12. Seller states that this instrument is given for the express purpose of inducing Old Republic National Title Insurance, Inc., to insure title to the Property. This Affidavit is made under the full apprehension of the laws regarding liability for any misrepresentation hereunder. 13. The sale of the Property does not constitute the sale of all or substantially all of the assets of Seller. Davna Inv united, an Ontario es corporation By: Shiffman e Vice President ' e Sworn to before me this _1_?L day of December, 2010, by Howard Shiffman, E:?is Vice President of Davna Investments Limited, an Ontario, Canada corporation who personally known to me or - has produced a driver's license as identification (check one). R PUBLIC (Print, Type or Stamp Commissioned Name of Notary Public) rr,, ?NOtary public State of Florld? Tracy Rohm My Commiaslon D09e1379 OF Exom, 08112!2014 (00026179.1706) Request ID: 012731114 Province of Ontario Date Report Produced: 2010/12/03 Demande n° : Province de I'Ontario Document produit le : Transaction ID: 42985615 Ministry of Government Services Time Report Produced: 08:45:52 Transaction n° : Minist6re des Services gouvernementaux Imprim6 i Category ID: CT Categorie : CERTIFICATE OF STATUS ATTESTATION DU STATUT JURIDIQUE This is to certify that according to the D'apres les dossiers du Ministere des records of the Ministry of Government Services gouvernementaux, nous attestons Services que la societe DAVNA INVESTMENTS LIMITED Ontario Corporation Number Numero matricule de la societe (Ontario) 000922358 is a corporation incorporated, amalgamated or continued under the laws of the Province of Ontario est une societe constituee, prorogee ou nee d'une fusion aux termes des Iois de la Province de ('Ontario. The corporation came into existence on La societe a ete fondee le JANUARY 01 JANVIER, 1991 and has not been dissolved. et nest pas dissoute. Dated Fait le DECEMBER 03 DECEMBRE, 2010 Director Directrice The issuance of this certificate in electronic form is authorized by the Ministry of Government Services. La dgllvrance du pr6sent certificat sous forme electronique est autoris6e par le Minist§re des Services gouvernementaux. • CERTIFICATE OF INCUMBENCY AND CERTIFICATION AS TO ARTICLES OF INCORPORATION AND BYLAWS OF DAVNA INVESTMENTS LTD., CORP. STATE OF FLORIDA COUNTY OF On this day personally appeared before me, a Notary Public in and for the State of Florida, HOWARD SHIFFMAN, who by me being first duly sworn, deposes and says: 1. Affiant is the Executive Vice President of DAVNA INVESTMENTS LIMITED, an Ontario, Canada corporation, (the "Corporation'). 2. That the present officers and directors of the Corporation are as follows: A. President B. Executive Vice President C. Vice President D. Secretary DAVID SHIFFMAN HOWARD SHIFFMAN DEBBIE SHIFFMAN EDNA SHIFFMAN 3. That the following are specimens of the signatures of the foregoing officers who e transaction referred to in Paragraph are authorized to execute documents in connection with th?'? 6, below. (a) DAVID SHIFFMAN President (b) ) SHIFFMAN Vice President (c) (d) DEBBIE FMAN EDNA SHIFFM Vice Presiderft Secretary 4. That the attached Articles of Amalgamation (including amendments) of the Corporation are in full force and effect and that there have been no further amendments or supplements to said Articles. {00026216.DOC/} L _J 5. That this Certificate of Incumbency is executed at the request of Old Republic National Title Insurance, Inc., and the City of Clearwater, a municipal corporation of the State of Florida, in connection with the purchase of the improved real property in Clearwater, Pinellas County, Florida, (the "Property") shown on the attached Exbkj jA", from the Corporation. 6. The undersigned hereby certifies that sale does not constitute a sale of all or substantiallve H subject to the above referenced s of the Comoration. HIFFMAN SWORN TO AND SUBSCRIBED?EFORE ME this _L4_ day of December, 2010, by HOWARD SHIFFMAN, who is personally known to me or has produced as identification. aor Notary Public State of Florida 7racY J Robin MY Commission OD981379 Expires 06/12!2014 N y ubl Printed Name: My Commission Expires: (NOTARIAL SEAL) (00026216.DOC/) • 0 EXHIBIT "A" The East 660 feet of the South 1/4 of the Northwest'/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road right-of-way, LESS the South 210 feet thereof, and LESS the right-of-way of County Road 32, identified in Parcel ID #07-29-16-00000- 420-1000, together with all improvements thereon and therein. {00026178.DOa} A Fof Ministry Usa Qnly R 1'u98ge ttclusi! du mtnwara mt-43try of AofintsWe do GGMSU-W m Ccxt+rri9rct81 la Cormommatlon t?n ilfYll] Reiaiti,tr?,s. at du C,orrwueraa CERTIFICATE CEnTIFtCAT 13 to Certify trw ttwas Ceoi cam qM I" powft nttlt')fes ar3 effWAW SMWN w4m* on tt w JANUARYL i JANM 1991 V D ter M cbmarift aw4h to i7mmk* W. if, otst4rlo Gdrptlrrr/dn Number Nt.u» ?rod• laearnapynpw en QlflJrio +-22358 Tpor„ (A"* Comp 10&- com 6 ,Slat. TV0* uuorp S0400 ,'' Si? WWII noted Jur eA R Ep . . . . . . . . . IT W 47 1 All form a Nx-,iness Corporations A 1982 Fc)/mUlo numnro J Lni ne r9A2 But /as cumpagrlres AATICLOS OAF A CAWTION S1Rw+AtTUT3 DE "16N i. The name of the amalgamated corporation Is: 06nolnination sociale do to compagnie issue de /a fusion- T'... _ ....,r. ,........- ._ . ?_...... i$ ?.v_...r.?r._ _-d-... ;.T ... . D A V N A I 1? V, E 2. The address of the registered office is: Adresse? srf?e•socia?: ESWnee ?: fdifrrlber a RA, 41.ttar E it WX-0 ;; E Rue et nunwo. du numoto de la RA. et, s'N Va$it crun Adfi!!o ?. F fl CWF A l WAL twteau?; niimarb r?i'bure?ul Dawnsy_iew, f_©ntagio IM.3 M 11.2 B 2 (Nwft o muo inefpa!tty or Prsst office) .4 Postal Code) Nom do,14 mwncipaht1 ou dsrburow do poSli) (GadOt ftatar) Music pa,3: ty: of City at f MeftKQP. 1 Safi.: ; bronto in.T dens reAa to or Dwrim fiboorisg Gee grapKcatTOwfloWip) M+++ +pa!i i) r":urn dib w rrrurrirJptira, Cornf9. dib4+YCt .nxinicipalifA do 6#nronl n!9iario141 3. Number (or minimum and max.itnum eu mbef) of / kW*e (ou. nomtiras rr nifiTa/ st maxmral) d'admini- diiectors is: stra?elrs? Minimum of I Maximum of 10 4. The direolorts) is/are., Adb9Aistrateur(s): First name. initials and surname Pr@n0m. mit)a/es ei nom de farMlle Residence address, giving Street a No. or R.R. No., MunicipaNty and Postal Code Adrease per?r?rie/(e. y compris !a rue et le rrumdra le numdro.do Is R.R. ou le noin de to rrnr 10palft of ie code posfai Oanadiao Start Yes. or No R"dwu Cat)adien OW/von David Shiffman 5 Agate Roan, Suite 110 Yes Downsv.iew, Ontario M3M 2S2 Edna Shiffman 5 Agate Roan, Suite 1.10 Yes Downsview, Ontario M3M 2B2 1 _1 5. A) The amalgamat an agreement ham been duty A) LOS Annakes do chaque eompagnia .7ui adopted by the shareholders of each of the lusionne ont ddment adoptd la convention de amalgamating corporations as requirsp by fusion aonformi0ment au paragraphs 176(4) subsection 175(4) f)f the Business de fa Lot Sur lee compagnies m la date Corporations Act on thL uate set out below. mentionnde ci-dessous. Ad&L Check cocker Aor 6 Aou8 B) The amalgamation has been approved by the B) Les administraMurs de chaque compagnie qui difectors of each amalgamating corporation by fusionne ont approuvil is fusion par vole de a resolution as required by section 176 of the r4solutionconf&m6mentAlarticie 178 do IsLoi Business Corporations Act on the date set out sur les compagnlea A la datr mentionn6o ci- below• dessous. Les statuts de fusion reprennont The articles of amalgamation in substance assentiellement /es dispositions des statists contain the provisions of the articles of constitutils de incorporation of and are more particularly set out in these et sont dnoncds fextuellement aux pr6senrs articles. statuts. Names of amalgamating Ontario Corporation Number Dateof Adoption/Aporoval corporations Numdro de la compagnie on Dated adoption ou d'approbation Ddnomination socia/e des Ontario Cornpagnies qui fusionnent DAVNA INVESTMENTS I 701 I December 3, 1990 LIMITER DAVNA HOLDINGS I 531741 December 3, 1990 LIMITED 'qw 6 Restrictions, it any, on business the corporation Limlles, all y a lieu, lmpw6as aux activil4s 3 may carry on or on powers the Corporation Commerciale$ ow aax Pouvolra do !a corrmpagnia. exercise, None 7. The classes and any maximum number of shares Gard9ories et nombre maximal, s'il y a lieu, :Factions that the corporation is authorized to issue. que is compagnie est autorisde a 6mertre: Unlimited number of common shares Rights, privileg.)sOrictions and conditions fit Droils. priv 16Asfrichom of conditions. Of y a lieu, any) attaching to each class of shares and directors raftachds A cheque cat6oaria d &otions of pouvoits dos authority with respect to any class of shares which administrarvurs re/arits A ohaque catayorte d'actioils is to be issued in series: qui pouf dtre amise on sdrie: Not applicable 9 The issue, transfer ownership of shares is/iii not C'drms'won, 100 "nsterf pu ra prppridle UAcrions 5 rastncled and the reatricltans (it any) are as est/n'est pas reslrornle. Les restrictions, s'ilyalieu. sont follows /as suivantes: No share shall be transferred without either: (a) the prior consent of the directors expressed by resolution or by an instrument signed by a majority of the directors; or (b) the prior consent of the holders of more than 50% of the outstanding voting shares expressed by resolution or by an instrument signed by such holders. 10. Other provisions, (it any): Autres dispositions, 01 y +b lieu. (a) The number of shareholders of the Corporation exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be shareholders of the Corporation, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder; (b) Any invitation to the public to subscribe for secur- ities of the Corporation is prohibited; (c) The Corporation shall be entitled to a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation. 11. The statements rerluired by subsection 177(2) of Les declarationsexigeasauxtermesduparagraphe177(2) the business Corporations Act are attached as de la Loi sur les compagnies constitjent 1'annexe "A". Schedule "A". 12_ A copy of the amalgamation agreement or Une copie de la convention da fusion ou les resolutions directors resolutions (as the case may be) islare des administrateurs (selon le cas) constitute(nt) attached as Schedule "B". I'annexe "B". I nese articles are sigloln duplicate.. 6 Les prBsents is sonf signAs en double exemp1mre. Names of the amalgamating corporations and 06nominafion sociale des compagnies qui signatures and descriptions of office of them pro- luslonnent, signature of lonction de leurs per officers. dirigeants rdgulibrement d6sign6s. DAVNA INVESTMENTS LIMITED 7 By. D dllfn - President DAVNA HOLDINGS LIMITED By: ?-- avid Shi fm n - Pre SCHEDULE "A" STATEMENT OF DIRECTOR PURSUANT TO SUBSECTION 177(2) OF THE BUSINESS CORPORATIONS__ACT, 1982 RE: Proposed amalgamation of DAVNA INVESTMENTS LIMITED and DAVNA HOLDINGS LIMITED (collectively the "Amalgamating Corporations") I, DAVID SHIFFMAN, of the City of North York, Municipality of Metropolitan Toronto, Province of Ontario, state as follows: 1. I am the President and a director of each of the Amalgamating Corporations and as such have personal knowledge of their affairs. 2. There L. a reaso:able grounds for believing that! (a) each of the Amalgamating Corporations is and the corporation to be formed by their amalgamation will be able to pay its liabilities as they become due; and (b) the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes of shares. 3. There are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation. DATED the 3rd day of December, 1990. vid Shi m 10 SCHEDULE "B" THIS AMALGAMATION AGREEMENT made as of the 31st day of December, 1990 B E T W E E N: DAVNA INVESTMENTS LIMITED, a corporation formed under the laws of Ontario; ("Investments") - and - DAVNA HOLDINGS LIMITED, a corporation formed under the laws of Ontario; ("Holdings") WITNESSES THAT for good and valuable consideration the parties agree as follows: 1. Definitions: in this Agreement: (a) "Amalgamating Corporations" means Investments and Holdings; (b) "Corporation" means the corporation continuing from the amalgamation of the Amalgamating Corporations; (c) "Agreement" means this Amalgamation Agreement; and (d) "Act" means the Business Corporations Act, 1982 (Ontario). 2. Amal amation The Amalgamating Corporations shall amalgamate under the Act and continue as one corporation on the terms and conditions set out in this Agreement. 3. Name The name of the Corporation shall be DAVNA INVESTMENTS LIMITED. i 0 2 4. Registered Office The registered office of the Corporation shall be located in the City of North York in the Municipality of Metropolitan Toronto and the municipal address of the registered office shall be 5 Agate Road, Suite 110, Downsview, Ontario, M3M 282. 5. Authorized Shares The classes and any maximum number of shares that the Corporation is authorized to issue shall be an unlimited number of common shares. 6. Restrictions on Share Transfers No share of the Corporation shall be transferred without either: (a) the prior consent of the directors expressed by resolution or by an instrument signed by a majority of the directors; or (b) the prior consent of the holders of more than 50% of the outstanding voting shares expressed by resolution or by an instrument signed by such holders. 7. Directors The number of directors of the Corporation shall be a minim-im of 1 and a maximum of 10. The first directors of the Corporation are: Resident Name Residence Address Canadian David Shiffman 5 Agate Road Yes Apartment 110 Downsview, Ontario M3M 2B2 Edna Shiffman 5 Agate Road Yes Apartment 110 Downsview, Ontario M3M 2B2 The first directors shall held office until the first meeting of the shareholders of the Corporation or until their successors are elected or appointed in accordance with the Act and by-laws of the Corporation. The subsequent directors shall be elected each year thereafter - 3 - by ordinary resolution at either an annual meeting or a special meeting of the shareholders. The directors shall manage or supervise the management of the business and affairs'of the Corporation, subject to the provisions of the Act. 8. Restrictions on Business There are no restrictions on the business that the Corporation may carry on or on the powers it may exercise. 9. Other Provisions to be Included in Articles of Amalgamation The following provisions shall be included in the articles of amalgamation of the Corporation: (a) The number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, shall be limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder. (b) Any invitation to the public to subscribe foz securi- ties of the Corporation is prohibited. (c) The Corporation shall be entitled to a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation. 10. Conversion and Cancellation of Shares (1) The issued shares of the Amalgamating Corporations shall be cancelled and/or converted into issued and fully paid shares of the Corporation as follows: (a) the 301 Class A sharczs of Investments, all of which are at the date hereof and will be at the date of the Certificate of Amalgamation beneficially owned by Holdings, shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Corporation; (b) the 1,000 issued Class B shares of Investments shall be converted into 699 issued and fully paid common shares of the Corporation; and - 4 - (c) the 301 issued Class A shares of Holdings shall be converted into 301 issued and fully paid common shares of the Corporation. (2) The foregoing cancellation and conversion of shares will result in there being 1,000 common shares of the Corporetion outstanding upon the amalgamation contemplated by this Agreement. (3) The balance in the stated capital account maintained for the common shares of the Corporation 'M=&nc=,,'_ately after such amalgamation becomes effective shal_ be $21,848, being the aggregate amount of the stated capital accounts for the Class A shares of Hollings and the Class B shares of Investments immediately before such amalgamation becomes effective. (4) The share certificates held by the shareholders of each of the Amalgamating Corporations evidencing their respective ownership of shares in the Amalgamating Corporations shall, upon the endorsement of a certifi- cate of amalgamation in respect of the Corporation, be surrendered to the proper officers of the Corporation and, subject to the provisions of the Act and as hwreinbefore provided, such shareholders shall be entitled to receive certificates for shares of the Corporation on the basis set forth above. 11. Hy laws The by-laws of the Corporation are not to be those of any of the Amalgamating Corporations. A copy of the proposed by-laws may be examined at the offices of McMillan 5inch, Suite 3800, South Tower, Royal Bank Plaza, Toronto, Ontario, M5J 2J7. 1 Intercorporate Liabilities All liabilities and amounts receivable of the Amalgamating Corporations inter se shall merge and be extinguished on the amalgamation. 13. A;r--sets and Liabilities After the date upon which the amalgamation becomes eyfe?,tive, the Corporation shall possess all the property, rirnre, assets, privileges and franchises and shall be subject to all contracts, liabilities, debts and obligations of each of the Amalgamating Corporations. 0 0 - 5 - 14. Actions No action or proceeding oy jr against either of the Amalgamating Corporations shall abate or be affected by the amalgamation. 15. Rights of Creditors All rights of creditors against the property, rights, assets, privileges and franchises of each of the Amalgamating Corporations and all liens upon their respective property, rights, assets, privileges and franchises shall be unimpaired by the amalgamation and all debts, contracts, liabilities and duties of eact. of the kmalgamating Corporations shall, from and after the date upon which the amalgamation becomes effective. attach to the Corporation and may be enforced against it. 16. Procedure Upon each of the Amalgamating Corporations approving this Agreement by special resolution, the parties shall forthwith jointly send to the Director appointed under the Act articles of amalgamation, in duplicate, and all other necessary documents for the purpose of bringing into effect the amalgamation contemplated by this Agreement. 17. Termination At any time before the endorsement of a certificate of amalgamation under the Act, this Agreement may be ter- minated by the directors of either of the Atnzlgainating CorporaticAts notwithstanding the approval of this Agreement by the shareholders of either or both of the Amalgamating Corporations. IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto attested by the signature of their proper officer duly authorized in that behalf as of the date first above written. DAVNA INVESTMENTS LIMITED By D d 5hif President DAVNA HOLDINGS LIMITED By David S ff an Preeid t C E R T I F I C A T$ "Numbs of Directors Ontario Corporation Number 922358 RESOLVED as a specie, resolution that, until changed by resolution of the directors.or by a special resolution of the sole shareholder in accordance with the Business Corporations Act, 1982, the number of directors of the Corporation within the minimum and maximum provided for in its articles is determined to be 2." The undersigned Assistant Secretary of DAVNA INVESTMENTS LIMITED certifies that the foregoing is a true copy of a special resolution passed as of the 2nd day of January, 1991 and that the resolution is still in full force and effect, unamended. DATED the 17th day of January, 1991. ,Gor n L . ; acobs Assistant secrete 'L VL 1 7 1991 C0N1PLIAt?! COMPANIES 11R1-'1C? CANADA Province of Ontario To Wit 0 41 TO ALL WHOM THESE PRESENTS MAY COME, BE SEEN OR KNOWN I, Robert David Sheaffer, a Notary Public, in and for the Province of Ontario, by Royal Authority duly appointed, residing at the City of Toronto, in said Province, DO CERTIFY AND ATTEST that the paper-writing hereto annexed is a true copy of a document produced and shown to me and purporting to be a copy of the Certificate and Articles of Incorporation of DAVNA INVESTMENTS LIMITED dated January 1, 1991 the said copy having been compared by me with the said original document, an act whereof being requested I have granted under my Notarial Form and Seal of Office to serve and avail as occasion shall. or may require. IN TESTIMONY WHEREOF I have hereto subscribed my name and affixed my Notarial Seal of Office at Toronto, Ontario, Canada, this 22nd day of November, 2010. Robert David a er A Notary Public in and for the Province of Ontario KEN BURKE, CLERK OF COURT PINELLAS COUNTY FLORIDA INST# 2010361926 12/28/2010 at 12:31 PM OFF REC BK: 17126 PG: 2248-2262 DocType:CTF RECORDING: $129,00 For MAnalry U,p Onty A,rUanga r*a(uai(dw miMS16re ?mtarso tERTIFICATIR +NU'lk I ?. NOW ownA. k r rrra wn.., No, lot 'T M! Art Sn?r „rur w r. Farm A ?U81nRA7' 1. The nafft of #o? `G p?akt8'.'. 1 8t?la?a Aie','ll?'a :' . We Issue /a .NOW! . AW, i II Lai da ??? .?....., ... ....„..,...,...,,......« .,..,1,. ,....... .?,.. :?,,, ,. ,,. ,.... .? . Sri... .,.. ,ua 43 2. The- adddf:of'tt'1.togWOV6,offi ft* mamipxgnwx _1 MAW go- 4,11 112 Flue rM fi rr r?i Ort.? 1 A,i l4 t? ? r¢ k bvt?W ?m4i?A t1W'bareoiu) QtoF' Ontario M. M Code} 1wOWdruq??iAtt?`a?natat;J??;# (Codefasrar) . Munn cipalitpy of Out kolof4uitr? chlov)? ? ??gthtral7awAd . , h?M??kY1 ' fi. A' l r+?'_rht CQMA9. dWj&_a xir 14 ?4"1' r4ilkt .. 1?.9k?rk3llOl?: i NtA ? (Of nNkf t M, and 400""M ILi,'' M#wft r '+r ixiR7 N).:d'eE???aYxrt NOW& 06 :' . Minimum of 1 Maximum of 10 a.. ThedtreotQrts7 Warms tit td a ed ? Street '&'1~t+a:.idt R R- gckir?? ?aidlan First ne"m ifAitiBl$ and SU rname **Rtl? ` . elb. unk !t!' Postal Code F: Prdnorm, iniffsim et nom de lerralle Ad se ; y Carapris la . pt ie poraw Yers:or tVo ftwim to t?t? i It . :H > o?> /gr pp t 'de ra: Res nt fvrftslid?r dt ceate posit cahjen OuiL'fVLru?..., David Shif fman 5 Agate Road, Suite ":1Q Yes DovmSvIew,. Ontario M3M 282 r.' Edna Shiffman 5 Agate Road., Suite 1.1+0 4* Do*nsview* Ontario N MM W 5. A? Th6 arnaioamati m agreement has been duly A) Las achannalnu do c haque? Ctmpagnia .7u1 addpte+d by the shairigholdarrs of each of the h lon-10 ant d#~t adoptd N-la coo""' .,00h, 40 a rnailgamatin.g, carppration* as required by luasfon WnformatlnWr Itu Paragraphs, 17" #) subsection 115W of the Business ds to Lai apr lea at paPnlea J Ja data Corporations Act on th+., uate, set out below. mentions 4e, 0-dea vs. Qh?rk ?WrsltaC Acre A(wj3 B) The amalgamation has !fin approved by the ? 8) Los administratetr s do chapue compagnia:gtrl: . dii,ectors of each amalgamating corporation by lcrsionne. ont Mprowd la fusion ow, vale de. a t esolution as required by section 178 of the r6solution caorailaraidmantof l'adicle 178dWs i;t Business Corporations Act on the data ad out our Its. compenism a to date mentleande -al- Wow. dessous. Las statuls do fusion reprenneat The articles of amalgamation in substance a ssantle11amant Ass d1spositlons des stattuts contain the provisions of the articles of constilutils dke incorporation of and are more particularly set out in theso at sort dnonc4o textuellement aux presents articles. statute: Flames of amalgamating. corporations DsrrominaFkon socials des cornpegmw qui lusibnnerrt anterlo, Wporstion. Number Numaro de la cornpagale an E?JiWa D Data of A4option/Aporoval: Datecp;eh option ou d approbation DAVNA INVESTMENTS LIMITED 701, 4 Depember 3, 1990 DAVNA HOLDINGS 533741 December 3, 1990 LIMITED Q. Aestrictlonc it any, on ts4iness Ow carparattan LAM1104, .aW y a /71lu, Innpe?ar m aux a,chvit s may carry on or on powers the corporation commerdautag ow awo pcwWra d9 is aampapnla, exercise. None 7. The classes and any maximum. number of shares Cat rtes et nornbre maxima/; s7/ y a ireu, ructions that the corporation is authorized to issue, gtte /a CompO+g'nie. est autorlSl;le 6 drnettre: Unlimited number of common shares: 4 8. Rights. privileg"A tri6tion8 and conditions (if ardifs, pr'M1690491deltprr8 as agrWlflons, 871 y a Ifeu, any) rattaching to each class of sham and directara rd00CM0 A ahaga# oaiNOWAe,d"eratlan8 er.pouvoir8 do$ arthvrity with respect to any class of sharea which a dmirrisrrafeuro re/arlre 4 gheque aarbgori.a d'aCrlo#eS is to tae issued in seriew guf pour ft$ dMise on slirle. Not applicable 5 J. The issue, tranatar r ownership of shares is/is not L *nifsion, lokanstart q u la rqpAri0tb d action P s reatricted and the restrictions (it any) are as estIn sat p realreinte. Los restrictions, s'll ya lieu. sont f allowtn lms .suivontes: No share shall be transferred without either: (a) the prior consent of the directors expressed by resolution or by an instrument signed by a majority of the directors; or (b) the prior consent of the holders of more then 50$ of the outstanding voting shares expressed by resolution or by an instrument signed by such holders. 10. Other provisions, (it any): Autres dispositions, sW y a lieu. (a) The number of shareholders of the Corporation exclusive of persons who are in its employment and exclusive of persons who, having Oeark formerly in the employment of the Corporation, Waro, while in., that employment, and have continued:aftat the termination of that employment to be ehareho"IdOrs of the Corporation, is limited to not mote than, 56, 2 or more persons who are the Joint registered owners of 1 or more shares being counted as I shareholder; (b) Any invitation to the public to subscribe for secur- ities of the Corporation is prohibited; (c) The Corporation shall be entitled to a lien on a share registered in the name of a shareholder or his lejal representative for a debt of that shareholder to the Corporation. 11. The statements required by subsection 171(2) of Lesd6clarationsexig6asauxtermesduparegraphe 177 (2) the business Corporations Act are attached as de la Lol Sur tes compagnies constituent i'annexe."A". Schedule "A". 12. A copy of the amalgamation agreement or Une copie de la convention de fusion ou leis r6solutions directors resolutions (as the case may be) is/are rtes administrateurs (selon le cas) constituWnt): attached as Schedule "B". I'annoire "B". These articles are sigein'dupllcaie. Las prdsonta s is stint sign#s an double examplaira. ame* o the amalgamating corporations and 06nomination sociaio des compagnies qui signatures and descriptions of office of thslr pro- fusionnent, signature of tonction de lours per officers. didgeonls r6gulibromdnt ddsignAs, DAVNA INVESTMENTS LIMITED By: AZ? n -- zeal ??t DAVNA HOLDINGS LIMIT D Hy: vi ShWhijin - Fxrh STATZXM OF AIRXCTOR PURSUANT TO SUBBWTZON 177(2) OF ME SEWN C a 'f= R A 1982 RE: Proposed amalgamation of DAVXA IMSTMEIWS LIMIT1W and DAVN1 HOLDINGS LIMXVUD (collectively the "Amalgamating Corporations") I, DAVID SHIFFM N, of the City of North York# Municipality of Metropolitan Toronto, Province of Ontario, state as follows: 1. I am the President and a director of each of the Amalgamating Corporations and as such have personal knowledge of their affairs. 2. There L. e reaso; able grounds for believing that= (a) each of the Amalgamating. Corps ratj:oos to and the corporation to be formed by,t oXgamation will be able to pay its liabilities as thoy beq,00b due; and (b) the realizable value of the h*blqt Sted corporation' s assets will not be less than tai aggregate of its liabilities and stated capital of all C-1-asses of shares. 3. There are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation. DATED the 3rd day of December, 1990. vid i rit l SCHEDULE "S" THIS AMALGAMATION AGREEMENT made as of the Slat day of December, 1990 B E T W E E N: DAVN4 N'VES S LIMIT a corporation formed under the laws of Ontario; ("Investments") - and - DAM 1 DI MI BID a corporation forme under the laws of Ontario; ("Holdings") WITNESSES THAT for good and valuable consideration the parties agree as follows: 1. Definitions: In this Agreement: (a) "Amalgamating Corporations" mearxs Investments and Holdings; (b) "Corporation" means the 0037 orOti?on continuing from the amalgamation of the Amalgamating Corporations; (c) "Agreement" means this Amalgamation Agreement; and (d) "Act" means the Business Corporations Acct, 1982 (Ontario). 2. Amalgamation The Amalgamating Corporations shall amalgamate under the Act and continue as one corporation on the terms and conditions set out in this Agreement. 3. Name The name of the Corporation shall be DrAVNA INVESTMENTS LIMITED. _Z_ 4. Registered Office The registered office of the Corporation shall be located in the City of North York in the Municipality of Metropolitan Toronto and the municipal address of the registered office shall be 5 Agate Road, Suite 110, Downsview, Ontario, M3M 2B2. 5. Authorized Shares The classes and any maximum number of shares that the Corporation is authorized to issue shall be an unlimited number of common shares. 6. Restrictions on Share Transfers No share of the Corporation shall be transferred without either: (a) the prior consent of the directors expressed by resolution or by an instrument signed by a majority of the directors; or (b) the prior consent of the holders of more than 501 of the outstanding voting shares expressed by resolution or by an instrument signed by such holders. 7. Directors The number of directors of the Corporation shall be a minirr•im of 1 and a maximum of 10. The first directors of the Corporation are: Resident Name Residence Address Canadian David Shiffman 5 Agate Road Yes Apartment 110 Downsview, Ontario M3M 282 Edna Shiffman 5 Agate Road Yes Apartment 110 Downsview, Ontario M3M 282 The first directors shall hold office until the first meeting of the shareholders of the Corporation or until their successors are elected or appointed in accordance with the Act and by-laws of the Corporation. The subsequent directors shall be elected each year thereafter 3 by ordinary resolution at either an annual meeting or a special meeting of the shareholders. The directors shall manages or supervise the management of the, business and affairs'of the Corporation, subject to the provisions of the Act. 8. Restrictions on ?BusiMss There are no restrictions on the business that the Corporation may carry on or on the powers it may exercise. 9. Other Provisions to be Included in Articles of al ama 3og The following provisions shall be included in the articles of amalgamation of the Corporation: (a) The number of shareholders of the. Corporation, exclusive of persons who are in Its employment and exclusive of persons who., having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, shall: be limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder. (b) Any invitation to the public to subscribe fox securi- ties of the Corporation is prohibited. (c) The Corporation shall be entitled to a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation. 10. Conversion and Cancellation of Shares (1) The issued shares of the Amalgamating Corporations shall be cancelled and/or converted into Issued and fully paid shares of the Corporation as follows.: (a) the 301 Class A sharca of Investments, all of which are at the date hereof and will be at the date of the Certificate of Amalgamation beneficially owned by Holdings., shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Corporation; (b) the 1,000 issued Class B shares of Investments shall be converted into 499 issued and fully paid common shares of the Corporation; and 0 - 4 - (c) the 301 issued Class A shaves of Holdings shall be converted into 301 issued and fully paid common shares of the Corporation. (2) The foregoing cancellation and conversion of shares will result in there being 1,000 common shares of the Corporation outstanding upon the amalgamation contemplated by this Agreement. (3) The balance in the stated capital account maintained for the common shares of the Corporation imme%A ately after such amalgamation becomes effective shal,. be 821,848, being the aggregate amount of the sta:ed capital accounts for the Class A shares of Hollings and the Class H shares of Investments immediately before such amalgamation becomes effective. (4) The share certificates held by the shareholders of each of the Amalgamating Corporations evidencing their respective ownerehip of shares in the Amalgamating Corporations shall, upon the endorsement of a certifi- cate of amalgamation in respect of the Corporation, be surrendered to the proper officers of the Corporation and, subject to the provisions of the Act and as hereinbefore provided, such shareholders shall be entitled to receive certificates for shares of the corporation on the basis set forth above. 11. By-laws The by-laws of the Corporation are not to be those of any of the Amalgamating Corporations. A copy of the proposed by-laws may be examined at the offices of Mq illan Binch, Suite 3800, South Tower, Royal Hank Plaza, Toronto, Ontario, M5J 237. 12. Interco:r orate Liabilities All liabilities and amounts receivable of the Amalgamating Corporations inter se shall merge and be extinguished on the amalgamation. 23. Assets and Liabilities After the date upon which the amalgamation becomes effe:•tive, the Corporation shall possess all the property, ri.cnts, assets, privileges and franchises and shall be su;Ject to all contracts, ]liabilities, debts and obligations of each of the Amalgamating Corporations. - 5 - 14. Actions No action or proceeding oy 3r against either of the Amalgamating Corporations shall abate or be affected by than amalgamation. 15. Rights of CK dac i? tors All rights of creditors against the property, rights, assets, privileges and franchises of each of the Amalgamating Corporations and ail liens upon their respective property, rights, assets, privileges and franchises shall be unimpaired by the amalgamation and all debts, contracts, liabilities and duties of eac?. of the Amalgamating Corporations shall, from and after the date upon which the amalgamation becomes effective. attach to the Corporation and may be enforoad against it. 16. Procedure Upon each of the Amalgamating Corporations approving this Agreement by special, resolution, the parties shall forthwith jointly sand to the Director appointed under the Act articles of amalgamation., in duplicate,, and all other necessary documents for the purpose of bringing into effect the amalgamation contemplated by this Agreement. 17. Termination At any time before the endorsement of a certificate of amalgamation under the Act, this Agreement YAOY be ter- minated by the directors of either of the Amalgamating Corporatic.as notwithstanding the approval of this Agreement by the shareholders of either or both of the Amalgamating Corporations. IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto attested by the signature of their proper officer duly authorized in that behalf as of the date first above written. DfAVNA INMTMENTS LIMITED By: D Ld Shi€ Presi.dent DaVRA HOIZZKOS LIMITED EY" f an David rt Pren3 Ontario corpcription 11st1 er 922358 A RBSQbVS8 as a s' '?o&aj "r+ on that, until changed by resolution of the +dirf4tots'. or b' a 80=141 resoutoon o the sole shavehol,der ?? a?ot??i'+I1 in Wt h the. Suolmoss ratians Act, 1982, the off , of° 00tor#.of t Qorporati-on V-Ith, n. -h® minimum and. maximum, l?lld''.'for In its, articles ia, determined to be 2, The undersigned Assistant S.eC tMY, Of bi XWRST S TS, LIMITED certifies that the ft 049, is a t oopy of a special resolution passed as of, the, bd c ;ay OC:. ua Y 1991 and, that the resolution is still in. f it force and-effect, unamended.. DATED the 17th day of January, 1991. 'r I a no* w pr a rp"rW! V Assist"an. Secretary RECEIVED 1 7 1991 COMPLsAN( a-- GO". PANIES 13R .,NCH Raqu6st IDw 012731114 Province of Ontario Date Report Produced: 2010/12103 Demande n° : Province de I'Ontario Document produit le : Transaction ID: 42985615 Ministry of Government Services Time Report Produced: 08:45:52 Transaction n° : Minist6re des Services gouvernementaux Imprim6 6: Category ID: CT Cat6gorie : CERTIFICATE OF STATUS ATTESTATION DU STATUT JURIDIQUE This is to certify that according to the D'apres les dossiers du Ministere des records of the Ministry of Government Services gouvernementaux, nous attestons Services que la societe DAVNA INVESTMENTS LIMITED Ontario Corporation Number Numbro matricule de la societe (Ontario) 000922358 is a corporation incorporated, amalgamated or continued under the laws of the Province of Ontario. est une societe constituee, prorogee ou nee d'une fusion aux termer des Iois de la Province de ('Ontario. The corporation came into existence on La societe a ete fondee le JANUARY 01 JANVIER, 1991 and has not been dissolved, et nest pas dissoute. Dated Fait le DECEMBER 03 DECEMBRE, 2010 Director Directrice The issuance of this certificate in electronic form is authorized by the Ministry of Government Servlces. La delivrance du pr6sent certificat sous forme 6lectronique est autoris6e par le Ministbre des Services gouvernementaux. 0 0 RESOLUTIONS OF THE BOARD OF DIRECTORS OF DAVNA INVESTMENTS LTD., CORP. RESOLVED, HOWARD SHIFFMAN as Executive Vice President of Davna Investments Limited, an Ontario, Canada Corporation (the "Corporation"), be and hereby is authorized and empowered to cause the Corporation to sell the improved real property located at 650 Old Coachman Road, Clearwater, Pinellas County, Florida, further described on attached Exhibit "A" (the "Property") to City of Clearwater, Florida, a municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 33758-4748, for the sum of Three Hundred Twenty Thousand and no/100 Dollars ($320,000.00), and to execute and deliver documents and instruments necessary or required in connection with the sale of the Property; and RESOLVED, that HOWARD SHIFFMAN be and hereby is authorized and empowered on behalf of the Corporation and under its corporate seal, to execute and deliver such documents and do any and all other acts necessary or appropriate to effectuate the purposes of these resolutions. All documents heretofore executed may be executed solely by the above-named individual and all acts heretofore done in connection with the sale of the Property are hereby ratified and confirmed. ADOPTED AND APPROVED this !0Y"day of December, 2010. The undersigned hereby certifies that he is the Director of Davna Investments Ltd., Corp., and that the above resolutions were adopted by unanimous consent of the Board of Directors of Davna Investments Ltd., Corp., on the date indicated, that said resolutions have not been modified, rescinded or revoked and are in full force and effect on the date hereof; and that neither said resolutions nor any action to be taken pursuant thereto, violate any provisions of Davna Investments Ltd. Corp.'s articles of amalgamation or by-laws. The undersigned further certifies that the sale of the Property is not a sale of all or substantially all of the assets of the Corporation; that the Corporation owns other property and has other assets. IN WITNESS WHEREOF, I have hereunto set my hands and the corporation seal of Davna Investments Limited, an Ontario, Canada Corporation, this 1 o ' tt day of December, 2010. EDNA SHIFFM N, Secretary {00026178.DOC/} 0 0 EXHIBIT "A" The East 660 feet of the South'/4 of the Northwest 1/4 of the Southeast '/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. Parcel ID Number: 07/29/16/00000/420/1000 {00026178.DOC/I (Amerred&and title Association Commitment - 1966 Rev.) Old Republic National Title Insurance Company COMMIT MIs'NT Issued Thorough Attorneys' Tide Fund Services, LLC Commitment To Insure Title OLD REPUBLIC: NATIONAL TITI.E INSURANCE COMPANY, a Minnesota corporation, herein called the Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A; subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall he effective only when the identity of the proposed Insured and the amount of the policy or policies conmitted for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations herCLUider shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. In, Witness W)tereof, OLU REPUBLIC NATIONAL TITLE INSURANCE COMPANY has caused this Commitment to he signed and sealed as of the effective date of Commiunent shown in Schedule A, the Commitment to become valid when countersigned by an authorized signatory. * * * OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY * * A Stock Company * 407 Second Avenue South. Minneapolis. Minnesota 55401 * * 16171371-1111 (r? By President FM Attest p- 46 tj4 Secretary 0 0 Standard Exceptions The owner policy will be subject to the illortgage, if any, notecl under item two of Section I of Schedule B hereof. All policies will be subject to the following exceptions: (1) taxes for the year of the effective date of this Commitment and taxes or special assessments which are not shown as existing liens by the public records; (2) rightsorclainisofparties in possession notshown hythe public records; (3) encroachments, overlaps, bOUndary line disputes, and any other platters which would be disclosed by an accurate survey and inspection of the premises; (4) easements, or claims ofeasenlents, not shown by the public records; (a) any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. Conditions and Stipulations L. The term "mortgage," when "sect herein, shall include deed of trust, trust deed, or other security insu-ument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, enc"nihrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this ComniiLille m other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved From liability for any loss or clamage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowlecge. If the proposed Lns"red shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incur'r'ed pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liabilityof the Company Under this Commitment shall be only to the named proposed Insured and SUCK parties included under the definition of Insured in the form of policyor policies committed for and onh• foractual loss incurred in reliance hereon in undertaking in good frith (a) to complywith the regtth"Cnlents hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acq Utre or create the CSta(C or inlet CSI ormortgage thereon covered by this Commitment. In noeventshall such liabilitvexceed theanlcauntstatc•td in Schedule A for the policyor policies conl nlittCd for and such liabil ity is suhiec t to the insuring provisions, the Exclusions From Coverage and the Conditions and Stipulations of the form of policy or policies committed for in favorof the proposed Insured which are hereby i ncorporated by reference and are madc a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have tar may bring against the Conlparryat-isingoutofthestat.tsOf the title to tile estate or interest or tile stamsofthemortgage thereon covered by this Commitment must be based Oil and are subject to the provisions of this Commitment. 0 0 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule A Fund File Number: Effective Date: Agent's File Reference: 04-2010-3097 1197-07 ,? -2-04v1 . Policy or Policies to be issued: Proposed Amount of Insurance: OWNER'S: OPM ALTA Owner's Policy (10/17/92). (If other, specify.) $320,000.00 Proposed Insured: City of Clearwater, Florida 2. The estate or interest in the land described or referred to in this commitment is a fee simple and title thereto is at the effective date hereof vested in: Davna Investments, Ltd., Corp., an Ontario Corporation 3. The land referred to in this commitment is described as follows: The East 660 feet of the South 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas county, Florida; LESS road rights of way, LESS the South 210 feet thereof/ OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Agent No.: 29685 Issuing Agent: Straley & Robin 1510 W. Cleveland Street Tampa, FL 33606 j ave .'- ge 's Si nature FORM C Sch. A (rev. 05/10) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-I Fund File Number: Agent's File Reference: 04-2010-3097 1197-07 following are the requirements to be complied with: ayment of the full consideration to, or for the account of, the grantors or mortgagors. creating the estate or interest to be insured which must be executed, delivered and filed for record: A. Warranty Deed from Davna Investments, Ltd., Corp., an Ontario Corporation to the proposed insured -? purchaser(s). 6roof of payment of taxes for the year 2010 must be furnished, and any tax certificates issued with respect thereto must be canceled by the clerk of the court. 4. A survey meeting The Fund Title Note requirements must be furnished. If such survey reveals any encroachments, overlaps, boundary line disputes, or other adverse matters, they will appear as exceptions in the policy to be issued based upon this commitment. 5. Satisfactory evidence must be furnished establishing that Davna Investments, Ltd., Corp. is duly organized, validly ?? existing, and in good standing under the laws of Ontario (at date of acquisition of the interest or lien an the insured ?ropetty and at the present time, or at date of purchase and at date of sale). If there is no govenunental agency in charge of business entity records from which a certificate of good standing can be obtained, then an attorney or notary public in the state or country of origin, who has examined the appropriate business entity records, can provide the certificate. 6V-Certified copy of corporate charter or articles of incorporation and any amendments in the language of the place of origin with a verified translation must be placed of record. orporate resolution of Board of Directors authorizing the sale and conveyance [or mortgage] and confirming the authority of the director, officer, or nominee who will be signing the deed. (V14 )Certificate of incumbency certifying who the directors and officers, if any, are. If there is no governmental agency m charge of corporate records from which the certificate can be obtained, then an attorney or notary public in the state or country of origin, who has examined the appropriate corporate records, can provide the certificate. If the law of the foreign jurisdiction recognizes an authority other than an attorney or notary public for purposes of making such certification, then such other authority is acceptable. 9 tisfactory evidence must be furnished establishing that the subject property does not constitute all or substantially all of a assets of Davna Investments, Ltd., Corp., an Ontario Corporation. If it does, satisfactory evidence must be vide d d complying with Sec. 607.1201 or Sec. 607.1202, F.S. FORM G Sch. B-1 (rev. 05/10) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-II Fund File Number: Agent's File Reference: 04-2010-3097 1197-07 II. Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of The Company: efects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or a ching subsequent to the effective date hereof but prior to the date the Proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this commitment. 2. Any owner and mortgagee policies issued pursuant hereto will contain under Schedule B the standard exceptions set forth at the inside cover hereof unless an affidavit of possession and a satisfactory current survey are submitted, an inspection of the premises is made, it is determined the current year's taxes or special assessments have been paid, and it is determined there is nothing of record which would give rise to construction liens which could take priority over the interest(s) insured hereunder (where the liens would otherwise take priority, submission of waivers is necessary). 3. Any owner's policy issued pursuant hereto will contain under Schedule B the following exception: Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. 4. Drainage Easement in favor of Pinellas County contained in instrument recorded April 17, 1963, under O.R. Book 1659, Page 585, Public Records of Pinellas County, Florida. 5. Easement in favor of Florida Power Corporation contained in instrument recorded March 9, 1962, under O.R. Book 1378, Page 104, Public Records of Pinellas County, Florida. Subject to the rights of tenants under unrecorded leases, if any. FORM C Sch. B-II (rev. 05/10) A o? p? ? a E' d G w E= 05 r- -6 CO) O cc N U 4) Of a * * * O G vi Rr .. ::+ C v E cc (A a- Q CD m American Land Owners Policy _ 10- 17-92) (With F? Modifications) Old Republic National Title Insurance Company OWNER'S TITLE INSURANCE POLICY Issued Through Attorneys' Tide Fund Services, LLC SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE BAND THE CONDITIONSAND STIPU- LATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minne- sota corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: I. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unlnarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. In Witn.essWhereof,OLDREPUBLIC NATIONALTITLEINSURANCECOMPANYhas caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatorv. * * OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South. Minneapolis. Minnesota 55407 (6171.771 I I I I By President 1 Arrest b? 4 Secretary SERIAL OPM.- 4019430 FORM OPM (rev. 07/09) • i OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule A Policv No.: Effective Date: Agent's File Reference: OPM-4019430 December 28, 2010 @ 12:31 p.m. 1197-07 Amount of Insurance: $ 320,000.00 L Name of Insured: City of Clearwater, Florida, a municipal corporation of the State of Florida 2. The estate or interest in the land described herein and which is covered by this policy is a fee simple (if other, specify same) and is at the effective date hereof vested in the named insured as shown by instrument recorded in Official Records Book 17126 , Page 2246 of the Public Records of Pinellas County, Florida. 3. I-he land referred to in this policy is described as follows: The East 660 feet of the South 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Straley & Robin ISSU INC. AGENT 1510 W. Cleveland Street 2968 MAILINC ADDRESS 5 AGENT NO. AGC 5 ?t 'A URL Tampa /Florida 33606 Crry 711' FORM QPNI Sch A (Rev. 05/10) 0 • OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule B Policy No.: OPM-4019430 Agent's File Reference: 1197-07 This policy does not insure against loss or damage by reason of the following exceptions: 1. Taxes for the year of the effective date of this policy and taxes or special assessments which are not shown as existing liens by the public records. 2. Rights or claims of parties in possession not shown by the public records. 3. Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises- 4- Easements or claims of easements not shown by the public records. 5. Anv lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. Any adverse ownership claim by the Slate of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. 7. Standard exception items 1 through 5 above are hereby deleted. 8. Taxes for the year 2011, and subsequent years, and taxes or special assessments which are not shown as existing liens by the public records. 9. Such state of facts as are shown on Survey dated December 2, 2010, prepared by Albert P_ Carrier, PSM, 6488, LB 107- 10. Drainage Easement in favor of Pinellas County contained in instrument recorded April 17, 1963, recorded in O.R. Book 1659, Page 585, in the Public Records of Pinellas County, Florida. 11. Easement in favor of Florida Power Corporation contained in instrument recorded March 9, 1962, recorded in O.R. Book 1378, Page 104, in the Public Records of Pinellas County, Florida. FORM OI'M Sch. B (Rev. 05/10) 0 EXCLUSIONS FROM COVERAGE 0 The following matters are expressly excluded Irom life coverage of this policy and the Company will not pas loss or (tanrage, costs, attorneys, fees or expenses which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including hilt not limited to builcling and zoning laws, ordinances, or regulations) r'es[ricling, regulating, prohibiting or relating to ( i ) the ocr..IIpaII". use. or enjoyment of the land: ( i i ) the character, inter ISO r location of any improvement now or hereafter erected on the land: ( i i i ) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part: or (ix) environmental protection, or thr effect of a n s siolation (At hese laws, ordinances Or governmental regulations, except tot lie extent that a not ice oftheenforcenrent thereol ora noticeofadefect. Iitfnore ncuntbrance resulting from a siolation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) ahose, except to the extent that a notice of [he exercise thereof or a notice of a defect, lien or encumbrance resulting from a siolation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2, Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy. hilt not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights ()fit purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant (b) riot known to the Company, not recorded in the public: records al Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the (late the insured claimant became an insured under this policy: (c) resulting in no loss or damage to the insured claimant, (d) attaching or created subsequent to Date of Policy: or (e) resulting in loss or damage which would not base been sustained if the insured claimant had paid salttr fur the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in [he insured the estate or interest IIIS(I d by this policy, by reason of the operation of federal bankruptcy, state insolvency, or, similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured hs' this polies heing deemed a Irauduleft l conveyance or fraudulent transfer, or, (b) the transaction creating the estate or interest insured he this policy being deemed a preferential a ansf( r except where the preferential transfer results from the failure: (i) to timely record the instnnnent of u'ansfer: or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND ST1PUI-ATIONS I. Definition of Terms The following terms when used in this policy mean: (a) "insured": the insured nafiled iIF Schedule A. and, stibJect 11) Ill 1% rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured ifs operation of law as distinguished front purchase including, but not limited to, heirs, distributees, devisees. stir-mors, personal representa- tkes, next of kin, or corporate or fiduciary successors (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge." or "known": actual knowledge, not constntctise knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policv or any other records which impart constructive notice of matters affecting the land. (d) "land': the land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property The term "land" does not include any property heyond the lines of the area described or referred to in Schedule A, or all,." right, title, interest, estate or easement in abutting streets, roads, ayemres, alleys, lanes. way's or waterways, hilt nothing herein shall modify or limit the extent to which a right of access to and front the land is insured by this policy- (e) "mortgage": mortgage, deed of Irust, trust deed, or other security instrument (f) "public records records established under state statutes at date of Poficy for the purpose of imparting constructive notice of matters relating to real properly to purchasers for value and without knowledge. With respect to Section I(a)(iv) of the Exclusions from Coverage, "public records- shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unntarketability of the title": an alleged or apparent matter affecting [he title to the land, not excluded orexcepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the deliyerv of marketable title. 2. Continuation of Insurance After Conveyance of Title The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in th(• Imid, or- holds an indebtedness secured bs a purchase nrirnc c mortgage given bs a purchaser from the insrn-ed, or only so long as life insured shall have liability by reason of covenants of warrants made bs the insured in any transfer or conveyance of the estate or interest. This policy shall riot continue in force in fa%'orofalty purchaser fr()rrt the Ilrslrred of either (t) all estate or interest in the land, or( Fit all indebtedness seemed by a purchase money mortgage given to ncC' insured. 3. Notice of Claim To Be Given by Insured Claimant The insured shall notify the Compacts promptly in writing (i) in case of am litigation asset forth in Section 4(a) below. (ii) in case knowledgeshalf crane to an insured hereunder of any claim of title or interest which is ad%c•rse to the title to the estate or interest, as insured, and which might caU,e loss or damage for which the Company may he liable bs virtue of this policy, or (iii) if title to tfre estate Ur interest, as insured, is rejected as unmarketable. If prompt notice shall no[ he given to tile Cotnpany, then as 14 the insured all liability of the Company shall terminate with regard to the nraner or matters for which prompt notice is required: prowled, however, that failure to notify the Company shall in no case prc.jndice llw rightsofans insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of tine prejudice. 4. Defense and Prosecution of Actions; Duty of ]Insured Claimant To Cooperate (a) Upon written request hs the insured and subject to the options contained in Section G of these Conditions and Stipulations, the (:om- pany, at its own cost and without unreasonable delay. shall provide for the defense of an insured in litigation in which arty third party asserts a claim adycrse to the title or interest as insured, but art h-as to those slated causes of action alleging a defect, lien or encumbrance or other utatler insured against by this policv_ TheConrpanyshall have the right roselect counsel of its choice (subject to the right of the insttrecl to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) TheC:ompanyshallhave theright, a.w'ncost, toinstitute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable. to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured-TheCompany may take any appropriate action under the tenris of this policy, whether or not it shall he liable hereunder, and shall not thereby concede liability' or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall (do so diligently. (c) Whenever the Company shall have brought. an action or inler- posecl a defense as required or permitted b) the provisions of this police, the Company may pu rsuc any litigation to final determination by a court of competentjurisdiction and expressh reserves the right, in its sole discretion. to appeal from any adverse judgment or order- (d) In all cases where this policy permits or requires the Conipan% to prosecute or provide for the defense of any act inn or proceeding, the insured shall secure to 1 he Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to list,, at its option, file name of the insured for this purpose- Whrneyer requCSted by the Company, the insured, at the Company,sexpense.shall give the Contpanyall reasonableaid (i) in any action or proceeding,sectimigeyidence,ohtaiif ingw•itnesses, hrosecut- ingurdefendingtheaclionor proceeding,oreffcctingsc•ulenlrnl,and (ii) in am rather lawful act which in the opinion of the Conipam Wray he necessary or desirable to establish Ili(- title to the estate or iniciesl as insured. If the Company is prejudiced by the failure of the insured to furnish the recprired cooperation. the Company's obligaliotts to the insured under the policy shall terminate, inclu(ling any liahilits of- obligation todefend,prosec-tile,carcontinueanylitigation,wilhregard to the matter or nrurers requiring such cooper311011. 5. Proof of Loss or Damage In addition to and after Ilse notices rec)ttired under, Section 3 of these Conditions and Stipulations have been pros ideal the Compam, a proof of loss or damage signed and swore It) by the insured claimant shall he furnishedtotheConrpanyscilhill90( I%sahcrtheinsuredclainruttshall ascerlaiu the facts giving rise to the loss or clarinagr. -fbe proof of I(1ss or damage shall describe' Lhc defect in. tic lien or (,ail milbrnncr on TIT( l ille•• or odit•r 111211ft'r instire(I :lgimisl 1)\ this pnli( t wlli(11 ('e)!1sl ilult's t be hasis of loss or damage ;[rid shall slice. To the k-Nient possible, the, basis of calculaling the auiounl of Ihc loss err cdanlage. If lire Conipa11s is prejudiced by the failure oil the insurer) ('lainlanl Io provide Ihc• required proof of loss or (Lumige, the Cotnlrlny s tobligmions, to ill(' insured under the policy shall ternninale. including ant liahilits of obligation To dcfrnd, prosecutr. (i1- rnnlintu• any Iiligalion, wish r•eg;u d to till, nCnlter or nranrrs requiring such proof 4)f loss ill clantagr. Iif addkiorr.Ihe iiism-edclaimant rrr:i% rciisoniihk he rrquiicd I(1submit to exarninali(in under oalh hs ans a t!Ihotized repicsc11talisc ()1 Ihc• Co rtlpaII% aII(I shall produce fur ('x a111IT I;IIit 1). II Is pc•(lit)II ;ml, cops al such reasonable tinu•. a11d places as mitt he design:ucd hs ;ms authorized represeruatiye of Ihc Corilparrs, all ft.( ords. books. It•dgcls. checks. cOirespomlerl(e and nlrtnorilmh. scbt•Iher bearing if d;cte before (1I after Dale (.)I pllli[y, which rcasonabls perlairr to the loss or damage. Further, if rcgnestrd by am, imih(rlized r(.•pr(•stnitatit(.' I.1Ill. Cr(nipany,th( insnred1-1ain1anlshallgrarutitspcrrlrissiml-111s,ri1ii1g,f1lr anyaulhI-)rizerlreprcsc•ntif tiyc(IfIh(•C)IIII if II%It1('x;lIIIill(.•-inNJ ect:111(1 cops all n-(41[ds, books, ledgcis, checks, correspondence and Inrtmr- randa in the cuslo(h or (4)1111-411 of .i Third parts. which reas(lnably pertain to Ihc• lossordanr.ige.:\II infra nlalicnl drsign:urd;tsrorlli(Ieritial hs Ihc• insu1-cd aWITIanl provided 14) the CIInII)m1% pursuant 111 this 5rclion sh;lll no[ he (Iisclrlsed Too rnhe[s unless. in Ibt• reas(ni;thle judgnr(•nl of the Conlpam. it is neressatx in ill ,ulnrinisuarion 4)1 Ihc (taint. Failure nflbr instnrd 1-l:rinr;utl 14)VIIIIIIiIl fort xaniin.iti4)n under oath, pnI(In(t 4)1h(r reasnnahls [cgticslyd 111fol rnali(irl orgranl pertuis• siren Ui sr(nre 1-r;tsrui;tbh necessary i11f4)r11ralion 11-1m) Third I1;ulit's .u requircd in this pill-agrap11 shall wI IItiII;IIt•;Irrs Iiab1111% 4)I the Cnnlp;nls rrridt'r Ibis polirs as n( Ibal (laim- 6. Options To Pay or Otherwise Settle Claims: Termination of Liability In Cast' of a rlaini under Ibis polies. the (:onrp;nrs shall bare TIT(, fnllowilig addiliorral options: (a) To Pay or Tender Payment of the Amount of Insurance. 10 p:ry or lender lmn Il c•ill of Ihc nnn>unl 111 irtsur;ulcc rrm ter 111i.; policy together with any. coOttorneys' fees and expenses incurred by the insuredclaimant,w'hichwere authorized bs theCompam.ail)totileIime of payment or tender of payment and which the Company is obligated to pay. Upon the exercise bs the Compan) of this option, all liability and obligations to the insured under this policy, other than to make the payment regtiir•ed, shall terminate, including any liahilits or obligation to defend, prosecute, or continue any litigation, and the polio shall he surrendered to the Company for cancellation. (h) To Pay air Otherwise Settle With Parties Other than the Insured or With the Insured Claimant- (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any casts, attorneys' fees and expenses incurred bt the insured claimant which syere authorized hs the Company up to Ihc• Time of payment and which the Company is obligated to pay: of- 00 to pan or other wise settle with the insured claimant The loss or damage provided for [under this policy, together with any costs, ancirness' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay- Upon the exercise by the Company of eitherof-the options provided for in paragraphs (b) (i) or (ii), the Company's obligations to the illsorecd miderthispolicyfortheclainiedloss of- dannage,of tier lhanthe payments 1-r-111nired to be nnacdc. shall terminate, including any liahilits or n1)119;1- lion to defend. prosecute or continue any litigation. 7. Determination, Extent of Liability and Coinsurance This pnli(-t is a contract of indemnity against acitial nionetarti loss t,r (laniagt• sustained or incurred by the insured claimant %% Ill-) has suffered loss (:)1 damage In reason of matters insured against hs rhis polics anti only stn rbe extent herein described. (a) The liahilits of the Company un(lerthis polies shall not exceed the le;lsl 4)1: (i) The Ai n hint of hismant_( t el, in tichedtile Al r>l (ii) the difference between the [aloe of the irntir(•d estate of interest its insm ed and (he value of the instrred estalc• or into rest whjc (I I() the (left-(I, lien or encumbrance insured agiiinst h( This polio. (b) (Thi.sparagraph dealing with Coinsurance wasrernoc-edfro>nHorida policies.) (() I he C:ornp:rut ss•ill pay ooh Those costs. alloniess' fcc, :111(1 rxpellst•sill(urredill accordancewit If Section 101 theseC:onelitinns;uld Slipulati4)11s 8. Apportionment If Ihc hold deyclibed in 5(IiCdtrle A (Onsists of 1wu or 1111)1-(• par(cls which art, lint ust•d as a singde'sit(•. and a loss is csralnlishcd all(.'(Iing o4)e to rrciuc Of Ilicparcrlsbnl not all. file losssililll on :1 pro rat.[ hasis as it the minmii of iiisur;mcc tinder Ibis pI lirs t,:ts (Ins ideal pro r.u;l as to the salur on Date of Policy of c;lch srpar:lie pa[(cl 111 Ilic tyh411t . cm Insist 411 ;illy irnprote•nrents milde s'llhc(IlICIII It- 0:114, 4)1 I'olirs, irrilcss a hilbilitn or salve has 4)1herlyisr bee!1 ault-v(I III)MI :1s ulrarlrp:u(tIhttheConipansAridTfi(•insuredill The tillwo lic'iss!!a11cc 4)f Ibis ptrlics ;Ind sh(mil hs an c'xprrss stutcnk'nt [.11- ht an rnclo1-srnu•nt :t 1m lic'(I TU this poli(t. 9. Limitation of Liability (;t) If for Gallipa11y cslablishcs Tbc Lille. (-n renwtcs the al1cge(I aI(•fr(I• lien Ur (III('IIIIII)I;111(('. or t if R's 111e lack of it riabl of :1(-( ('s%: II.) 1.11 Inif I IIiv Iand.t11, curestIf(.clailnol IITT nomkt•I;Ibilit%of tiile.,111itsiI1s!Irc(1. in.lrc,islof 1:tl)lydiligenI InanIlea bt aII% rust hod. iuclaIdiit gIi(will it m:III the I. IIT it pica it ITT of ant 11ppc•lIs Ihc•refl-A)III. it shall 11:1cr fulls p(•rl,of lnc•cl iis 4)hlwill it 11,i wilt resprct to 111;1[ InatIca- :rfill shall n41r he Iiab11• to 't jilt It r..I I d,!r1lahe (a11sed 1herlbs. (h) Inlhrt•%ulit of:r1 r%lif g;loon.it (hidiuhlif igalIt mIn thc(:oi11p:nit II with Ihc C4)rnpalit S(,U[Ise11t.Ilse C(1lnp;lrit shall hate 1111 IiaIli Iif s II.1 14)ss 411- (lit ifI:tgt• tit I I i I Ihctc hats heeir it 1-11 fill dt'Iel'11111ailIItII ht ;1 (u1II I I.1 e4)!1lpeIVIII it risdiclit Ill - :Intl (lispnsiliou all adl illipcals Ihe101-I 1. ad- tl•rs(• III Ihc Title its i11sUl-t-d- (e1 The( :onlpantshall11)1lot lia1)1(,14 )1. II1ss11rdaIII,1?cIIIIIIIII.Iat•(I f(ir tiehilin %a0111111,lrils ;1ss(nued hs the if isured in s(rtling u 1y I hi ill I11 Sim wilhpill Illc priol irrit l(•n aollst•r11 of the C:ciriII)i1 t. 10. Reduction of Insurance; Reduction or Ternnination of Liability, All p:rsnrrnls IIII(Icl This polir(, rxrrpl pas?ools made III[ costs. :lllnrnrts' lees art(I c\pt•rtst•S, sliAl Ivdll(e the ;IIIIU11111 ,fl IT(- i11sr14;tnec • I ) I I) 1:41110. 1 1. Uabiliry Noncumulative 11 is cxpressh undr•rstoorl that III(, anmm?t of inslrrancr uudcr Ibis pnlirl shall be reeln(-ell bI ;1111 ;)Ill )VIII file Cornpnly mAC p;IN alder ;I lit pot-1cc insuring A mortgage tc1 %%I6ch vxrcption is taken in Scha-ditIc R I )r u) 1: h ick the insu r ell I ];IN agrccd. 2ssn111cd, or taken subject, m 1cBich is lit rcaflc r ex(Y(IIc(I hl an insured and which is a charge or Iie•rl r.nl Ihr ustme or intc•resl descr-1bcd or relcrred 1o in Schednb• A. And the Anu.lunl so paid shall be dt-enied M palnlcnl nndcr this police to the -1nS11re(I owner. 12. Payment of Loss la) No palment shall hr made %-11110111 p1'odu(--1ng this police for (°nlinrsernenl of the pimilent Tnllrss the police IIAs been lost or dc- St rNe(I. in W1114711 case proof of loss or (b'SIrII•lio11 Shall be ftrrnishe(I Io the s:ltisGlclion of the Company. (b) Wheo 161)11111 MITI Ill(` exlt-nT of loss or damage has been detin-1teh fixed in accor61l(l. lrilh Ihcse ( -AlIl1i1-1onsand SlTill fill lolls, the boss or dallage shall be parable lcilhin 3041:11%s thcrrahcl. 13- Subrogation Upon Payment or Settlement (A) The Company's Right of Subrogation. \1 henecer.the C:unlp;lnl shAll llaxv settled and paid a 47lain) under this policc. all right of subrogation shall lest ill the Conlp;lm 11nalflected hl :4111 act cof the insrlred (-13-1111.1111. I ITT, CorlrpArrl shall be slbrogalcd 1o.111(1 be entitled 1o all rights And remedies %%hlch Ihr insured claimant itutild hnvt- had against 3n1 person or grope rtv in respeit To the claim had this police not 1)(:11-11 issn d. 11 requested b1 I he C:ompam, l11e insurer( claim.1111 shall t rilnsfer to the CoTilparll all rights And remedies Against any person or propertl ne47e5s.111 in order to perfect This right of sobrogAl-1on. The insnrcd clAinlant shall permit the Company I() sue. compromise or sell le ill ill(, name of the insured (•lailnanT And 1o list- the name of the insured claimant in Ant transaction or litigation involving these rights or remedies- If A pal meal on a47rourlT of A claim does not fink (-over Ilie toss Ill Ihc• insi(r(cd rlainlAn,, the Con11):u1v shall be subrogated 14)111esc rights and renoedie;•s in the propor lion 1.hich Ili(- Conlpanc •s pal lnem bears to the whole 411101//11 of the loss. If loss should resin( from anv Art of Iht- insured claimant, as slated Abme, that a(I shall not %o-1d this polir 1. bill the Company, in that event. shall be required to pay only that part of any losses inslrred against by this poli(-% which shall exceed the amount, if anv• Lost to the Company b% reason of rue impairment by the insured clain)ant of the (:omp;vlv's right of snbrogation- l,1 LJ (h) The Company's Rights Against Non-insured Obligors. IIIvConlpanl'sright ofsohrogat-1on;Tgainsl norninsurcdobligo sshAl mist And sll;Ill im IlIde, witlmill Iimititlir.rn, the rights of till, insilred to indcnl,)itics, gnarAntir s, olhc r I>rllirics of 11Is11r;4114'1, Or bonds. 111.)147'-11h- st.I1)tfinga11l Irrnlsorcondilionsronlainrd in Those inslrlilnenttic%Ilirh pro%idc for subrogation rights bl rcacon of this pol-1cl. 14 Arbitration Unless prohibited by applicable law, arbitration pursuant to the Title Insur. ance Arbitration Rules of the American Arbitration Association may be demanded if agreed ?o by both the Company and the insured- Arbitrable matters may include, but are not limited to, any contromrsy or claim between the Company and the insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach of a police provision or other obligation. Arbitration pursuant to this policy and under ?heRules in effect on the date the demand forarbitration is made or, at the option of the insured, the Rules in effect at date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party, judggment upon the award rendered by the Arbitrator(s) maY be entered in any court having jurisdiction thereof. "f11e IAw of the sines of the land shall ilpph to :L1 arbitrnlion tindcr till, fill(, Insurance Arbitrat-1on Rides- A cop% of till- Rides Iliac be oblained born the Colilp:Inc 111)011 rcnlu•s1. 15. Liability limited to this Policy; Policy Entire Contract (.l) 'I his polii.% logrther cvi,h all r'nd(rrsc•nlents, it :11147, artarhed hereto be the Company is the entire polio And cowlil( I h(rlcren the insured and the (.:ornpanl- In -1nlerpremig and prvision Ill this prllicc. this policc shall be conslnled as M 101o1(•. (b) Ant claim of loss or damage, clhrlher ul not based oil Ill-gli- genee. And which Arises out of the stank of the iitlc t(-) ill(-, esiAlt, or imere5l rove red herebc or by anv action Asserting such clilnl, shall he restricted to this poli47l. (c) No Amendmew of or cridorsen4ew to this policc ran he I1;Idc escepT be a %riling eiidorse'd hereon or Attached ht•r1-1o signed he either the President. A Vice President, uI Agent of the 1 :onr1)anl. 16. Sever-ability In the event Any provision of the policc is held invalid lit unrnfurcr;lblc muter applicable lAw, the policc shall be dl-enled not to include 111,11 provision and all other provisions shall remain in fill force and effc( I- 17. Notices, Where Sent All notices required to be given the Company and an". stalenlcnl 11) writing required lobe furnished the Conlpanyshall include the numb) r of thispolicvandshallbe addressed tolheCx)nlpany at il.sprincipAlolli47e at 40t)Second Acre( Ic South • Min neapolis, Minnesota 55401. (612)371-111 1. T ?t• O y 0 0-11 ^^ L 7 p "C M W 3 * * D G C? ?+ t"? ?Y o Vn rv''? n F+• M? o ?; .n[ C 7° 1-D A J ^ ~ L M A ?. 1P ® CL Arnencan Lana I11M A,SSUG/dIlUrl VWner S r-unuy - lv-I /-vz) IVV1111 rlurlud Ivluuflllld7uvrlo/ Old Republic National Tide Insurance Company OWNER'S TITLE INSURANCE POLICY Issued Through Attorneys' Title Fund Services, UC SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPU- LATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minne- sota corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. In Witness Whereof, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANYhas caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. * OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY * *. A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612371-1111 By President 1 Attest Secretary SERIAL OPM- 4019430 FORM OPM (rev. 07/09) •,(ailod s141 riq Isutese pa.lnsul IOU siallew a3allr ya1gm u0113e 3O SasllEa aSOLIl 3O asua}ap ayi ul paJ11SU1 ayi , q pa.r.lnaui sasuadxa Jo slso3's33j ,(ur ,(td 1ou Ilim 6ue.dwo3 3gs •l3sunO21 Jaypo .(uv jo saa3 agp ,(rd IOU ll!m put, .10j algril aq IOU Ibis PUP uonar {O Sasnp.a Pair-Is asogi 01 se painsui agp luasaada.l of (asne3 algp.uosraJ .loj 133fgo of pa-insul ayp 3o i1121J 0111 01 laaf(Ins) aaloya 311 JO lasunoa laalas of IgB1J ay a+u11 I legs ? uudwoo ay.L •,(agod slyl ? q lsule$Y paansul Jallew.laylo Jo aauF.Jquntaua Jo ua11 `1aa;ap g SU12111e uollzm jo sasnp.a pains asogi o7 se XIuo utq'pa.lnsul sr 1S3Jal11I JO 31711 agl 01 asJanpe w1eI3 F. sijassu Xi iud pJ1gp ,(ur ga14m u1 uo11r2 p!I u1 pa.lnsul ur jo asuajap aql Jo3 apino.ld Ilrgs',(Elap algrUOSraJUn 1n0g11M pur. 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(In) :pUUI atll Uo POIX)Ja Ja7;EaJay JO MOU 1u3wanoJdull ,(Ue. Jo U011r3olJosuolsuani `J313EJeL13ail(n)?puEl0y13o1uaw,(OfLt3J0'asn'.(311Ed1133oail(I)o119unEIaJJo2u111g1goJd'2ullrlnSa.1`2un3msa.l (su011rI11.2aJ J0'sa3ueulPJ0 'SMEJ 2wuOz pm?. $ulpllttq of paptulll IOU inq 2u1pnl3ut) uogeln.2aJ IeluaLUUJaAO.2 JO a3ueu1PJO 'ME[ XUv (p.) 'j :3o uosp.a-1 ,(q aSIJe LI31gM sasuadxa Jo s3al ,sbu.lonu 'siso3 'a2rultp Jo ssol ,(ed IOU lI1M .(urdwoq atp pup. riallod site JO a$p.JaAOa alp utoJ3 papnlaxa (lssaJdxa aJE saappew $u1MOll0J 3q j HOVW,IAOD WOHJSNOISf]'IDXH (b) The Company shalIhave the right, at its own Cost, to institrite and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action underthe terms of this policy, whether or not it shall be liable hereunder, arid shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise. its rights tinder this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or inter- posed a defense as required or permitted by the provisionsof this policy, theCompany maypursueanylitigation tofinaldetermination byacourt of competent jurisdiction arid expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in tire action or proceeding, and all appeals therein, arid permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Cornpany'sexpense. shall give the Companyall reasonable aid (i) in any action or proceeding, securing evidence, obtainingwitnesses, prosecut- ing or defending the action or proceeding, oreffectingsettlement, and (ii) in anyotherl'awful actwhich in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, orcontinue any litigation, with regard to the matter or, matters requiring such cooperation. 5. Proof of Loss or Damage In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed arid sworn to by the insured claimant shall be furnished to the Companywithin 90 days after the insuredclairnantshall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If lire Company is prejudiced by lire failure of the insured claimant to provide the required pro4 of loss or darnage, the Company's obligations to the insured under tine policy shall terminate, including any liability or obligation to defend, prosecute, orcontinue any litigation, with regard to the matter or matters requiring such proof of loss or damage. Ili addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence arid memoranda, whether hearing a date before or after Date of policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, tire, insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect arid copy all records, books, ledgers, checks, correspondence and memo- randa in the custody or control of a third party, which reasonably pertain to the loss ordamage. All information designatedasconfidential by the insured claimant provided to the Company pursuant. to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in lire administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information orgrant pernlis- sion to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that, claim. 6. Options To Pay or Otherwise Settle Claims; Termination of Liability In case of a claim under this policy, the Corrrpany shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance tinder this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment. and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, arid the policy shall be surrendered to the Company for cancellation- (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company trp to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b) (i) or (ii), the Company's obligations to the insured under th is policy for the claimed loss ordamage, other than the payments required to be made, shall terminate, including any liability or obliga- tion to defend, prosecute or continue any litigation. 7. Determination, Extent of Liability and Coinsurance This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured clairrrant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of. (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (6) (7hisparagraphdealingwithCoinsurance wasrernovedfromF7orida policies.) (c) The Company will pay only those costs, attorneys' fees arid expenses incurred in accordance with Section 4ofthese Conditionsand Stipulations 8. Apportionment If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Cornpanyand the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. Limitation of Liability (a) if the Compam' establishes the title, or removes the alleged defect, lien or encumbrance, or cures ire lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefre'nn, it shall have full' performed its obligations with respect to that matter and shall not be liable for any loss or damage caused ther'eb%. (b) Ill the. eventof any litigation, incluclinglitigation by the Company or with the Companv'sconsent the Conrpanysha]I have no Iiabilih for loss or damage until there has been a final determination bl a court of competent juriscfic'lion, and disposition of all appeals therefrom, ad- verse to the title as insured. (c) The Conlpanyshallnot be liable for'loss or damage toanvinsurcd for liability voluntarih assumed by the irlsttred in settling any claim or suit without the prior written consent of tile Conipaliv. 10. Reduction of Insurance; Reduction or Termination of Liability All payments tinder this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance Q O ¢' "d ® rL 0 C e? 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The estate or interest in the land described herein. and which is covered by this policy is a fee simple (if other, specify same) and is at the effective date hereof vested in the named insured as shown by instrument recorded in Official Records Book 17126 , Page 2246 of the Public Records of Pinellas County, Florida. 3. The land referred to in this policy is described as follows: The East 660 feet of the South 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Straley & Robin ISSUING AGENT 1510 W. Cleveland Street 29685 MAILING ADDRESS 4"IJZ'4?- AGENT NO. AG ' S , A UJt17 Tampa Florida 33606 crrY 71P FORM OPM Sch A (Rev. 05110) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule B Policy No.: OPM-4019430 Agent's File Reference: 1197-07 This policy does not insure against loss or damage by reason of the following exceptions: 1. Taxes for the year of the effective date of this policy and taxes or special assessments which are not shown as existing liens by the public records. 2. Rights or claims of parties in possession not shown by the public records. 3. Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises. 4. Easements or claims of easements not shown by the public records. 5. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and n.ot shown by the public records. 6. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. 7. Standard exception items 1 through 5 above are hereby deleted. 8. Taxes for the year 2011, and subsequent years, and taxes or special assessments which are not shown as existing liens by the public records. 9. Such state of facts as are shown on Survey dated December 2, 2010, prepared by Albert P. Carrier, PSM, 6488, LB 107. 10. Drainage Easement in favor of Pinellas County contained in instrument recorded April 17, 1963, recorded in O.R. Book 1659, Page 585, in the Public Records of Pinellas County, Florida. 11. Easement in favor of Florida Power Corporation contained in instrument recorded March 9, 1962, recorded in O.R. Book 1378, Page 104, in the Public Records of Pinellas County, Florida. FORM OPM Sr-h. B (Rev. 05/10) CITY OWNED PROPERTY COUNTY IDENTIFIER: 07-29-16-00000-420-1000 ATLAS PAGE: 281 B LOCATION: 650 Old Coachman Road SHORT LEGAL: The East 660 feet of the South'/4 of the Northwest'/4 of the Southeast 1/4 of Section 7, township 29 South, Range 16 East, Pinellas County, Florida; LESS road rights-of-way, LESS the South 210 feet thereof. DIMENSIONS/ACREAGE: 126.5 X 660 -1.83 acres (MOL) SURVEY: Deuel Associates - Work Order 2010-165 - November 20, 2010 APPRAISAL: Riggins, Atkinson Combs & Associates - 08/10/2010 - $320,000 SPECIAL USE (IF ANY): Purchased with Philadelphia Phillies for interim administrative offices. ZONING: Pinellas County RM-12.5 (Residential Multi Family - 12.5 UPA) SELLER: Davna Investments Limited, an Ontario, Canada corporation PURCHASE PRICE: $320,000 CLOSING COSTS: $217.70 (tax proration and recording deed) APPROPRIATION CODE: 0315-93132-560100-572-000-0000 (Parks & Rec) ACQUISITION DATE: December 15, 2010 TITLE INSURANCE: YES through Straley & Robin, P. A. TITLE UNDERWRITER: Old Republic Title Insurance Company POLICY NO. OPM-4019430 CLOSING AGENT: Straley & Robin, P. A., 1510 W. Cleveland St., Tampa, Fl. 33606 FILE NO.: 1197 / 07 O.R. BOOK/PAGE: 17126 /2246 - 2247 (WARRANTY DEED) COMMENTS: See "Special Use."