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CHRISTOPHER S. DAILEY (2) , a. tlO 415T \d.loo..OP~ 42 SUR __ . _'&.~ 43INT TOT~ )~'1Q.OQ Prepared BYL STEWART TITLE OF PlNELLAS, INC. RetJo1:rn to: ROBIN J.P. STARNES STEWART TITLE OF PlNELLAS, INC. 1212 COURT STREET, SUITE C-1 CLEARWATER, FL 33756 05167038~ 40 REC \ Df \ KEN BURKE, CLERK OF COURT PINELLAS COUNTY FLORIDA INST# 200548706112/08/2005 at 08:49 AM OFF REC BK: 14788 PG: 130-130 DocType:DEED RECORDING: $10.00 o DOC STAMP: $1260.00 WARRANTY DEED This Indenture, Made this 2nd day of December, 2005 , Between CHRISTOPHER S. DAILEY , unmarried grantor*, whose mailing address is 1740 Evans and CITY OF CLEARWATER, FLORIDA, of Florida grantee*, whose mailing address is Drive, Clearwater, FL 33759 a Municipal Corporation of the State P.O. Box 474~ Clearwater, FL 33758 ""Grantor" and "Grantee" are used for singular or plural, as context requires. Witnesseth, That said grantor, for and in consideration of the sum of Ten ($10.00) Dollars, and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Pinellas County, Florida., to wit: Lot 10, Block 6, PINE CREST, according to the plat thereof, as recorded in Plat Book 1, Page 66, Public Records of Pinellas County, Florida, together with the West 1/2 of vacated alley abutting subject property to the East. BEING KNOWN AS PARCEL NO. 10/29/15/69138/006/0100 Subject to easements, restrictions and reservations of record. Together, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold, the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is Iavifully seized of said land in fee simple; that the grantor has good right and Iaviful authority to sell and convey said land and hereby warrants the title to said land and will defend the same against the Iaviful claims of all persons whomsoever, and that said land is free of all encumbrances, except taxes for the year 2006 and subsequent years. In Witness Whereof, Grantor has hereunto set grantor's hand and sealthe day and year first above written. Signed, sealed and live" 'n r presence: Q7 ~ /. /"~ Witness Signature: _~ k >. ~ Witness Printed Name R STOPHER S. DAI _, ,". _ __h_.____~ Witness Signature: ~ W~~~W'dZ:~/__ Witness Signature: ..-- Witness Printe~ 101 ., ~ e,v.lf (Seal) (Seal) (Seal) Witness Signature: Witness Printed Name: STATE OF FLORIDA COUNTY OF PlNELLAS The foregoing instrument was acknowledged before me this 2nd CHRISTOPHER S. DAILEY, unmarried (Seal) day of December, 2005 by who Prudud!t1 15 P CRtio~~ JC1J"-- D rN2- a~ Mmnfia;t:v>L. WiTNESS my hand and official seal in the County and State last aforesaid this 2nd day of December, 2005. My commission expires: (Notarial Seal) r."- 'f' ADA OWNER'S POLICY - 10-17-92 WITH FWRlDA MODIFICATIONS "If you.want information about coverage or need assistance to resolve complaints, please call 1-800-729-1902. If you make a claim under your policy, you must , furnish written notice in accordance with Section 3 of the Conditions and Stipulations. " STEWART TITLE GUARANTY COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas 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, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of the Date of Policy shown in Schedule A. STEWART TITLE GUARANTY COMPANY ...~~ ~ \.......~of-9. ~... ... ....~ "Cl (.0"'01/4 \~ !:~ -*- ~:.( ';~... 1 9 0 8 ;~ /. * ... .*. ..... '\: 7:;'.~.~... ~~l City, State EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (Hi) 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 (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation 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) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation 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, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a 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) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date 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 have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured 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 by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. 0-2201-000250038 ,_ ~ -' .r-' 1"" ................... ..................... ........ ......................... ...................... .................. .............. . ... ......... ........ ................. .......:.:.::.:.:.:.,.:.:..:.:.:.:. .. :::::;,:,:: ,:: ,:,:,:,.,,:, ,','::: ......:::...,.::::::.:,:,;::::::::::::IIII::::IIIII~i.lgDiy::::,:::.:::::::'::::'..............:::::::::::::::::::::.. ..... ........ .. ...... :.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.: ..... ............. ..... :::::::::::::::::::::::::::::::::;:;:;:;:;:;:;:::;:::;:;:::::::::::::::::::::::::::::::::::: ..:.:.:.:.:.;:::::::;:;:;.:.:.:.:.:......:.:.:.:.:.........;.:.:....:.;.:.:.;.;.:.:.:.:.:.;.:.:.:.:.:.:.:. .;.;.;.:::.:.:::::::::::::::::::::::::::::::.:.: .::::::::::;:::::::::::::::::::::::::::::;:;:;:;:;:: ::::::::::::::::::::: ::::1 I"" .... , ~t: SCHEDULE A FILE NO. POLICY NUMBER DATE OF POLICY AMOUNT OF INSURANCE December 08, 2005 05167038 0-2201-000250038 8:49 a.m. $180,000.00 1. Name of Insured: CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida 2. The estate or interest in the land which is covered by this Policy is: FEE SIMPLE 3. Title to the estate or interest in the land is vested in the Insured. 4. The land referred to in this policy is described as follows: Lot 10, Block 6, PINE CREST, according to the plat thereof, as recorded in Plat Book 1, Page 66, Public Records of Pinellas County, Florida, together with the West 1/2 of vacated alley abutting subject property to the East. For Company reference Purposes Only According to insured representation or vesting instrument(s), the street address of the property is: Street Name: 803 Pennsylvania Avenue City/State/Zip: Clearwater, FL County: Pinellas Pin/Tax #: 10/29/15/69138/006/0100 The Company does not represent or insure the above address is accurate STEWART TITLE Reg. D 0012 Rev. 11-91 "NOT VALID WITHOUT SCHEDULE B" GUARANTY COMPANY '- ~ ( "( . ~-' ~... I :::::::"::::::~::::: ............................................... ............................:.:.:.....:.:.:.:.:.:.:.:...;.:.:.:.:.:.:.:.:.:.:...........:.:... .................................... ... . ...:.:.:.:.:...... ...:.:.:.:.:.:.............:.:.:.:.:.:.:.:.:.:.:.........;....... ...... .':.. . ......:::.:::::. ,,: :...::' '.' .... ... ::'" .:..... :::~::I:::::'-~It::"":::.:~ume.::.:., . DO'::::O'<< '=Ii . : .:. .:...:.. 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'. ........: ................................... .........:.:.:::::::::::::::::::;:::::::::::::::::::::::::::::::::::;:: ............. ........:.;.:.;.:-:.;.:-:.:.:.:.:::::::::::::::::::::::::::::::::::::::::::::::::::::.:.:.:.:::::::::::::' . .:............ ::::::::::::::::::::::::.:::::.::::;.;.;.;...... ...... .................... .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .................. .................. .................. ........................... .................. ......................... .................. .."............... .. .................... ...................... .... ..... ...... ..... ................ . ................ .... ,........................... ...... ........... .....,.............................................. ... . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .. ...... . . . . . . . . . . . . . ......................."...................... ........................ . .............."................. ................... .........1 . . . . . , . . . Policy Number: 0- 2201-000250038 File No: 05167038 SCHEDULE B This policy does not insure against loss or damage by reason of the following: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises. 4. 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. 5. Community property, dower, curtesy, survivorship, or homestead rights, if any, of any spouse of the insured. 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. Taxes for the year 2 0 0 6 and thereafter and assessments, if any, not recorded in the public records. 8. Easement to the City of Clearwater as recorded in O.R. Book 9352, Page 294, Public Records of pinellas County, Florida. 9. Any lien provided by Chapter 159 Florida Statutes in favor of any city, town, village or port authority for unpaid service charges for service by any water system, sewer system or gas system serving the land described herein. 10. Any lien for municipal improvements or services to captioned land which has not been filed for record in the office of the Clerk of the Circuit Court of Pinellas County, Florida, and any and all outstanding assessments projected or to be projected, if any. 11. Water, sewer, gas, garbage removal service charges and any other government utility due and payable to a municipal authority pursuant to Florida Statute 159. Exceptions numbered None are hereby deleted from the Owners Policy. I.1";J" .,," f CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy 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 beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section lea) (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) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted 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 delivery 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 the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without umeasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured 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) The Company shall have the right, at its own cost, to institute 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 under the terms of this policy, whether or not it shall be 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 interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to fmal determination by a court of competent jurisdiction and 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 the action or proceeding, and all appeals therein, and 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 Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which 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, or continue any litigation, with regard to the matter or matters requiring such cooperation. (continued) ,~ .. _1 ~ t I- .r '. CONDITIONS AND STIPULATIONS Continued 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 and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall 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 the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In 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 and memoranda, whether bearing 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, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential 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 the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission 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 Company shall have the following additional options: (a) To Payor Tender Payment of the Amount of Insurance. To payor tender payment of the amount of insurance 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 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, and the policy shall be surrendered to the Company for cancellation. (b) To Payor Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to payor 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 payor 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 up 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 this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant 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 encum- brance insured against by this policy. !Ill (This paral1;raph removed in Florida policies.) (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of the Conditions and 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 Company and 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 Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the 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 therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. (continued) (ALTA Owner's Policy) '. . ,. CONDITIONS AND STIPULATIONS Continued 10.. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fIXed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. ARBITRATION Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Companv and the insured. Arbitrable matters may include, but are not limited to. any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbritration pursuant to this policy and under the Rules in effect on the date the demand for arbitration 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. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having iurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in wnttng required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at P.O. Box 2029, Houston, Texas 77252-2029. STEW ART TITLE GUARANTY COMPANY .~A. ~ ~.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT B.TYPE OF LOAN . .. 1. [ ]FHA 2. [ ]FMHA 3. [ ]CONV. UNINS. ~, 4. [ ]VA 5. [ ]CONV. INS. [X]Cash (6) 6. FILE NUMBER: 7. LOAN NUMBER: Final 05167038 8. MTG. INS. CASE NO.: .. C.NOTE: .. This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked ("p.o,c.") were paid outside the closing: they are shown here for information purposes and are not included in the totals. D. NAME OF BORROWER: CITY OF CLEARWATER, FLORIDA, a MunicipaL Corporation of the State, of FLorida ADDRESS: P.O. Box 4748, Clearwater, FL 33758 E. NAME OF SELLER: COLONIAL BANK as Intermediary for CHRISTOPHER S. DAILEY ADDRESS: 350 East Bay Drive, Largo,FL 33770 SELLER TIN: F. NAME OF LENDER: CASH ADDRESS: G.PROPERTY LOCAT.ION: PINE CREST SUB BLK 6, LOT 10& W 1/2 VAC ALLEY ADJ ONE 803 Pennsylvania Avenue Clearwater FL H. SETTLEMENT .AGENT: STEWART TITLE OF PINELLAS CLOSER: ROBIN STARNES PHONE NUMBER: ADDRESS: 414 4TH AVENUE NORTH ST. PETERSBURG, FL 33701 SETTLEMENT AGENT TIN: 59-1173288 PLACE OF SETTLEMENT: STEWART TITLE OF PINELLAS PHONE NUMBER: I.SETTLEMENT DATE ADDRESS: 1212 COURT STREET, STE. C-1 Closing date: 12/02/05 CLEARWATER, FL 33756 Proration date: 12/02/05 J. SUMMARY OF BORROWER' S TRANSACTION K. SUMMARY OF SELLER'S TRANSACTION 100. GROSS AMOUNT DUE FROM BORROWER: 400. GROSS AMOUNT DUE TO SELLER: 101. Contract sales price 180,000.00 401. Contract sales price 180,000.00 102. Personal property 402. Persona!' property 103. Settlement charges toborrower(line 1400) 60.00 403. 104. 404. 105. 405. Adjustments for items paid by seller in advance: Adjustments for items paid for seller in advance: 106. City/town taxes to 406. City/town taxes to 107. County taxes to 407. County taxes to 108: Assessments to 408. Assessments to 109. 409. 110. 410. 111. 411. 112. 412. . 120. GROSS AMOUNT DUE FROM BORROWER: 180,060.00 420. GROSS AMOUNT DUE TO SELLER: 180,000.00 200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER: 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 201. Deposit or earnest money 501. Excess deposit(see instructions) 202. PrincipaLamount of new loan(s) 502. Settlement charges to seller(line 1400) 6,001.94 203. Existing loan(s) taken subjectto .. 503. Existing loan(s) taken subject to 204. 504. Payoff of first mortgage loan Chase 36,447.77 205. 505. Payoff of second mortgage loan 206. 506. 207. 507. VACATION/UTILITY/REPAIR ESCROW 10,000.00 208. 508. 209. . 509. Adjustments for items unpaid by seller: Adjustments for items unpaid by seller: 210. City/town taxes to 510. City/town taxes to 211. County taxes to 511. County taxes to 212. Assessments to 512. Assessments to 213. 513. 214. 514. .. 215. .. 515. 216. 516. 217. .. 517. 218. 518. 219. 519. .. 220. TOTAL PAID BY/FOR BORROWER: 520. TOTAL REDUCTION IN AMOUNT: 52,449.71 300. CASH AT SETTLEMENT FROM/TO BORROWER: 600. CASH AT SETTLEMENT TO/FROM SELLER: 301. Gross amount due from borrower(line 120) 180,060.00 601. Gross amount due to seller(line 420) 180,000.00 302. Less amounts paid by/for borrower(line 220) 602. Less total reductions in amount due seller(line 520) 52,449.71 .. 303. CASH rX FROMl r Tal BORROWER: 180,060.00 603. CASH rx Tal r FROMl SELLER: 127,550.29 SUBSTITUTE FORM 1099 SELLER STATEMENT-The information contained in Blocks E,G,H and I and on line 401 (or, if line 401 is asterisked, lines 403 and 404) is important tax information and is. being furnished to the Internal Revenue Service. If you are required to.file a return, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the. IRS determines that it has not been reported. SELLER INSTRUCTION-If this real estate was yourprincipal residence, me Form 2119, Sale or Exchange of Principal Residence, for any gain, with your income tax return; for other transactions, complete the applicable parts of Form 4797,Form 6252 and/or Schedule D (Form 1040). Youare required by Jaw to provide St wart Title of Pine lias, Inc. with your correct taxpayer identification number. If you do not pro' e Stewart Titl 0 inellas c. with your correct taxpayer identification number, you may be subject to civil or criminal penalties. Under penal' s 0 erju . I c i that umber shown on this statement is my correct taxpayer identification number. Seller - - -- --. -.------- ---~ ~.1:.!/Or;Q5 13: 29 FAX 7277853H20 @OO~\ ~ i ~. PAID PROM ~ PAID FROM: File 05167038 L. SETTLEMENT CHARGES BOlUU)WER'sn SELLER'S FUNDS' I FUNPS I Fin~l " A"r SETl'LEMENT ATSETI'LEMENT 700. TOTAL SALES/BROKBR'S COMMISSION BIl60d on $ @ . Div~ion ofCommiSBioll ClinIl100) U {ollowa: , :i i 701. S to \ 1 702. S to . I ; ~CoDlmjBSi6n paid at sctt!I:m"nt ~ 704. , : 800. ITEMS PAYAI:1LE IN CONNECTION Wl"fH x..oAN. ~ , ; 80 I . Loan Orl~inlltto[l file , " . I 802. Loan Diseoonl: I I ~ ~ BO~. Appnlill.!ll fcCl to ., , to i, 804. CrCldlt Report , l I 805. l.~dc('s iDsoection fee to' , 806. Morti!o",,, T,umranCll aoD~tion fCle> to ! 807. Assumotioll Feo~ to " to , 1l0S. ~ 80~. to ". 810. to I ; Sl1. to " to " 812. ; 900. rrE.MS .REQUIRlID BY LENDER TO BE. pAID IN ADVANCE. 901. lalere:;t from .to @S {dOoY , 902. Morti!o"," ~w:nn"eo aremitJm foe mO. to ~ VA. to .. -----j ~03. :i!lI.zII~d inBur~nce prcmiulD fur , 904. yr.;.tD II I I , \ , 90S. , I 1000. RESERVES OF..POSITBD wnlt LENDER. .' l00L lliIzard lmunncl'l mo.@$ aer mo. -j mo.@$ ocr mo. : 1002. :M:ortg:lgo insumnoCl I 1003. Cirv property tOXClB mo.@$ per mo. I .. 1 ., - 1004. COl.lrlty !IroDert<I ll1xcs O\O.@$ Del' mo. I J I 1 ODS. Annual oSSBl'.&ment15 (:Main!:.) IDO.@$ t1!:r mo, 10u6. mo.@$ II!:I mo. ; I 1007. tl1O.@$ permo. ! \008. mo.@$ {!crmo. , I ." . ., 1100. TlTLBC~GES; ! I: I 1 taL SCltttCln1"Ilt Of: c1oBine: f<>o 10 sTEWART T1TLE OF PINeL.L.AS \sO, 00 I 1102. Abr.tract or tille sea~cb. STEWART' TITLE Of p!~EL.L.AS , 150.00 to 11 03, Title examination to STEWART TITLE OF pINeLLAS 1S0.00 .. 1104. TitlCI irI~~ bindClr to ~ 11 OS. Document D:r~aratlon ; \ to 1106. NOtarv fee to I 1107. Al1omCV'sfooto to ATTORNEY JER~Y COBB ~OO.OO (lneludsa abovo ilell1s No.: ) i I 1108. Tille inBu=" 10 srEWA~T TITLE of PINELLAS - ~75.00 .,- . (inoILJde~ abovCl ilcm8 No.: ) " ! 1109. L"pdu's covoI1le:c S 'i-'- 1110. OWDClr', eOYSJ'8e:c 180~OOO.OO $ 97S . 00 ',, I 1111. Shippitlg/1-l2lndL in~ to STeWART TITLE OF P:tNEL1.AS " 125.0e, 1112. Assessment search to STEWART TITLe of PINELLAS i 10. 00 1113. to '\ Includes Rate S975 ~ 1114. . to fl. I'rOlD. .\ 1200. GOVERNMENT RECOlIDING AND 'I'RANSllER CHARGES ~! 1201. Rccordml!. fees: DcCld S 10.00 Mrt..$ hi. S :'10.00 1 :202. CilV/couDtV tax/$~pa; Deed S Mrt". $ 1203. StOtCl tnx/5l.ol.mas: Deed $1,260.00 MmS i 1,260 00 1204. to ~ I 1:203. to f 1206. I 10 i 1300. ADDmONAL sETrl.Bl\i1ENT CIlARGES j 1301. SUrvClv to ,. I I \ -- 1302. p"$t InllllccUon to : 1303. 2003. Real Es~a~@ Taxes to PINELLAS COUNTY TAX COLLECTOR 873.43 1304. 2005 ~eBl E$~8te Taxes to' PINELLAS COUNTY TAX toLL.ECTOR , 1,it08.51 1305. 1031 Exchange Fee to COLONIAL MIIl1< i 550.0Q 1400. 'J'QTAL SE'I'I"LBMENT CHARGES (;'~r"d Oft linoa 103, S..otlon J an.d 5'02. Seotloll ID t60.ClO 6,001 ,94 CERTIFICATION; I hoYe Q6:refully reviewed \~ HUD-l Sou)cmcnt Statement and to the belt ofJlJY knOWled~~lt ill B ImC~; Rtll.tcmcnt of all , rccc:\pts allO ,!!?darn;;?~ on my ~ by !nO in lbia lta>:lll4ctiOIl. :J: i\l:th.1I cortify lh~t lllAv8 rocoi cO) ot HUD-l S"ttl6m Srat"mcnt. i Colr>n;: t ' IF " . ~\,. /.1 /I h ; I Borrowera- SelIors ........M:. ~ . senilor V. P . The HlJ1)..1 S.ettle~._ Dt T I bavc prepared l.I: II true and i1~nl/l account of dllt; ttaJl.BllCtion. I have cap or wU( eaUBIl tll~ funda 10 be disburBed in accordance Wl~~ stateDlClut. . "~ --- Dote: D~ -- W AltNING: It . orime to k110wingly II1&lm f'ala~ BtlltCln'\l!l.l1b to the Uni~d Stat&8 on this or aay olhet Ii imptisonment. f'or deotaill see: TI11c 18: U.s. Code SceUon loo1l1D<1 Section 1010. I' I' J 1'on eonv~on CIID inoludc a finc unu I , v - .;J- ESCROW AGREEMENT THIS AGREEMENT (the "Escrow Agreement") is entered this 2nd day of December, 2005, by and between STEWART TITLE OF PINELLAS, INC., a Florida corporation, ("Escrow Agent"), CHRISTOPHER S. DAILEY, (Seller), and CITY OF CLEARWATER, a Municipal Corporation of the State of Florida (Buyer) and is made with reference to the following facts. RECITALS A. On even date herewith, Seller and Buyer have closed the purchase and sale of real property and improvements thereon and, located in Pine lias County, Florida, and more particularly described as follows: Lot 10, Block 6, PINE CREST, according to the plat thereof, as recorded in Plat Book I, Page 66, Public Records of Pine lias County, Florida, together with the West Ih of vacated alley abutting subject property to the East. hereto and by this reference made a part hereof ("Property") pursuant to the terms of an agreement executed by Seller and Buyer on October 12,2005 (Agreement). B. That pursuant to a certain Assignment Of Purchase Contract, the Seller, as Exchangor, has assigned the contract to Colonial Bank, NA, as Intermediary for the purpose of facilitating and IRC Section 1031 exchange and under the terms of said Assignment, the proceeds of sale are to be paid over to the Intermediary. C. The Buyer and Seller request that Escrow Agent place in Escrow $10,000.00 pending the vacation of the garage structure and property and for payment of all utility expenses and any other costs that may be levied and become a lien against the property as a result of seller occupancy following closing. NOW THEREFOR, in consideration of the covenants and agreements contained herein, it is agreed as follows: I. Escrow Al!ent. The Buyer and Seller hereby appoint and designate STEWART TITLE OF PINELLAS, INC., as the Escrow Agent for the purposes herein set forth. 2. Terms. The Seller and Buyer hereby deposit with the Escrow Agent the amount of $10,000.00 the Receipt of which the Escrow Agent hereby acknowledges, to be held in escrow until the occurrence of the following events: (A). The Escrow Agent is presented with written instructions from both Seller and Buyer to disburse funds. 3. Upon the occurrence of the events set forth in paragraph 2 (A) hereinabove, the Escrow Agent shall disburse to the Intermcdiary the $10,000.00 in accordance with the written instructions signed by all parties, it being agreed and understood that the escrow deposit funds are part of the funds of the 1031 exchange and any balancc remaining in the escrow fund is to be distributed to the Intermediary. 4. If Escrow Agent has not received item 2 (A) above by May 12,2006, the Escrow Agent shall deliver the funds ($ I 0,000.00) to the Clerk ofthe Circuit Court, Pinellas County, Florida. 5. Duties: The parties hercto agree that the Escrow Agent's responsibility shall be limited to holding the funds in accordance with the terms hereof and hereby release the Escrow Agent from any and all liabilities and responsibilities except for the compliance with the terms of this Escrow Agreement. Escrow Agent shall have no responsibility for the validity or correctness of any document or notice referred to in this Escrow Agreement. Buyer and Seller agree to indemnify and hold the Escrow Agent harmless from any and all matters directly or indirectly related to or involving this Escrow Agreement, including without limitation, attorney's fees, accountant fees and any other costs or expenses which costs and expenses shall be paid directly from the Escrowed Funds before any disbursements are made. In the event of any such fees or expenses are paid by Escrow Agent, Escrow Agent may receive payment as a first priority out of any Escrowed Funds or from Seller or Buyer. 6. Notices: Any notices required under this Escrow Agreement shall be in writing and shall be either hand delivered or transmitted by certified registered mail, postage prepared with a return receipt requested, or by any form of express mail, and such to be addressed to parties as follows: Buyers: Mr. Earl Barrett Engineering Department City of Clearwater, Florida P.O. Box 4748 Clearwater, FL 33758-4748 )~ .:..~ ,. Sellers: Mr. Christopher S. Dailey c/o Attorney Jerry C. Cobb 50 I S. Ft. Harrison A venue, #206 Clearwater, FL 33756 Escrow Agent: Stewart Title of Pine lias, Inc. 1212 Court Street, Suite C-I Clearwater, FL 33756 The above addresses may be changed by the applicable party to this Escrow Agreement as to such party by providing the other party with notice of any such address change in the same manner provided above. In the event that written notice is given as provided in this paragraph, then such notice shall be deemed to have been given on the date of receipt by the party to whom it was addressed. 7. Florida Law Governs: This Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 8. Sindin!! Effect: The rights created by this Escrow Agreement shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto. by in the presence of: ----~ ...--: State of Florida County of Pine lias The foregoing instrument was acknowledged before me this 2nd day of December, 2005 by CHRISTOPHER S. DAILEY who are personally known to me or woo produced a driver's licewse liS ideptification. My commission expires: ..-;.~v:r~~.. Jerry C. Cobb t"(A,\*~ MY COMMISSION # 00246462 EXPIRES ~%'~'p:i September 14, 2007 "'f.Rr;,i~cr.." BONOW THRU TROY FAIN INSURANCE, INe. nljlfJ ~.. i,~ /01" S . 6~-le.tVJ CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State BY~ EARL BARRETT Real Estate Services Manager State of Florida County of Pinellas The foregoing instrument was acknowledged before me this 2nd day of December, 2005 by EARL BARRETT, Real Estate Services Manager for the City of Clearwater, a Municipal Corporation of the State ~1I<l.lly 1l.~.I. La Ate.<< who produced a driver's license as identification. My commission expires: ,'''''f" b ~~:"'I'Mst. Jerry C. Co b .. '. ~:(~.~}:~ MY COMMISSION # 00246462 EXPIQES ;'~'~'I'.i' Septernber 14, 2007 "if..,'i::,'f;-'f.-" BONDED THRU TROY FAIN INSURANCt INC. . ~,- ULv. t. LVV'J IL.I'Jlm, J~ liV. 0 I 0 iLl )LI JUI " ~.. ~~ State of .FJotida County oIPiDcl13s . ~~MX:Q. The foregoing lnstrW2l.ent was acknowledged before me this 204 day of~er. 200S by WUllam R. McAlduffas Senior Vico President of SteWart Title ofPineJlas, who is per.lonally known to me. My Commission Expires: ... ...... . ..-..-.-.-----.~--.. -,- ...,-.......-... "r . ........ ..-. -..,..... - .,.....' ,. r. L JJ,J.::ljj U.K::l,t;1va:;j,\j"J." AUT.tlUKi L.J"~,:J."..J. UN DATE: DECEMBER 02, 2005 FILE NO. 05167038 The undersigned hereby agree that all conditions and stipulations of the Contract for Sale, dated October 12, 2005 have been met and that all necessary pertinent documents have been supplied and approved, and that all contingencies have been met. The termite inspection report done by - -NONE-- dated has been supplied to the purchaser and he has read, understands, and accepts the report as presented. It is agreed by the undersigned and understood that Stewart Title of Pinellas, Inc. has not ordered said report and that they will not hold Stewart Title of Pinellas, Inc. liable for the accuracy and sufficiency of the contents of said report. r ] Taxes have been prorated on the basis of 2005 taxes. In the event the actual taxes for 2006 are different, buyer and seller agree to make an adjustment outside of closing when such figures become available and agree not to hold Stewart Title of Pinellas, inc. liable or responsible for said adjustment. J><I Taxes have been prorated on ~ tax amount. [ ] Taxes have not been prorated. !:>o:e.fh be.r Yes [ ] No [ x] I authorize Stewart Title of Pinellas, Inc. to hold $ pending clearance of final water bill and hereby hold Stewart Title of Pinellas harmless as a resuft of same. The undersigned agree to those figures as set forth on the Settlement Statement thereby authorizing Stewart Title of PinelIas, Inc. to disburse those funds in accordance with said statement and will hold Stewart Title of Pinellas, Inc. harmless by reason of such disbursement. The undersigned purchasers, sellers, and/or mortgagors hereby acknowledge that funds for completIOn of the cap-tioned transaction have oeen received and disbursed as of this date. In consideration of the foregoing, the undersigned hereby authorize the Title Company to employ a banking institutIOn of its chOIce as a depository of the funds and waives any claim to interest or other benefits that may be earned by Stewart Title of Pinellas, Inc. as a result of such banking arrangement. The undersigned purchasers and sellers authorize Stewart Title of Pinellas to furnish a copy of executed Settlement Statement to the Borrower's insurance company, if applicable. SELLERS: PURCHASERS: /}/~ JRI~PHk~y .//' CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the state:()fFlorida BY'~~ SELLERS FORWARDING ADDRESS: PURCHASERS MAILING ADDRESS: 1740 Evans Drive P.O. Box 4748 Clearwater, FL 33759 Clearwater, FL 33758-4748 LIEN AFFIDA VIT DATE: December 02, 2005 BEFORE ME, the undersigned authority, personally appeared CHRISTOPHER S. DAILEY, unmarried FILE NO. 05167038 ("Affiant"), who first being duly sworn, deposes and says: 1. That affiant is the owner of that certain real property known as 803 Pennsylvania Avenue, Clearwater, FL and being legally described as: LOT 10, BLK 6, PINE CREST and part of vacated alley 2. That Affiant has possession of the Property, and there is no other person or entity in possession who has any right in the Property. 3. That no "Notice of Commencement", as contemplated by Section 713.13 Florida Statutes, has been recorded or posted affecting the Property, nor has it received a "Notice to Owner", as contemplated by Section 713.06(2), Florida Statutes, and there are no unrecorded labor, mechanics' or materialmen's liens against the Property, and no material has been furnished to or labor performed upon the Property except such that have been paid for in full. 4. There are no unrecorded easements, unpaid bills, liens, or assessments for sewers, paving, or other public utilities or improvements made by any governmental authority, and that no notice has been received for any public hearing regarding future or pending assessments for improvements by any governmental instrumentality which are not unpaid against the Property. 5. That Affiant is the owner of, and there are no claims or liens whatsoever of any kind or description against the equipment or fixtures located in the improvements on the Property which is being conveyed. 6. That there are no existing leases or contracts for sale or contracts for deed or other contractual rights or mortgage commitments affecting the Property. 7. That there are no judgments, liens, mortgages, or other claims, recorded or unrecorded, against the Property other than those shown in the search made by Stewart Title of Pinellas, Inc.. 8. That all due and payable ad valorem (real estate) taxes and tangible personal property taxes have been paid and that I have (have not) applied for homestead exemption for 2006 taxes on said property. 9. THIS AFFIDAVIT is made for the purpose of inducing Stewart Title of Pinellas, a Florida Corporation, and Stewart Title Guaranty Company, a Texas Corporation, to issue a title insurance policy on the above described property, and to disburse funds held by Stewart Title of Pinellas, Inc., , as Escrow Agent. S;gned, sealed, and denvet,/#nre nC, CHR ( STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 2 nd by CHRISTOPHER S. DAILEY , unmarried day of December 2005 who has produced Notary Pu~' Nl ~JN~~ns'1' Ni'tHO~l rJIlH1 a3QNO~ "'''''''1/'.. , LOOZ vL Jaqwaldes ;b'f.'\:'>t:, ~~mdX3 z9mzoo # NO/SS/I^II^IOJ AI^I f:! 151- ~: qqoJ 'J NJar -:"'~1J~Y.'b:",: ',,"d j"'tJ');,,' ~.""", ' .- EXCHANGE AGREEMENT EXCHANGOR: Christopher S. Dailey PURCHASER: City of Clearwater, Florida THIS AGREEMENT OF EXCHANGE OF REAL PROPERTY (hereinafter "Exchange Agreement") effective as of the date of the last signature hereto (the "Effective Date"), is entered into by and between the Exchangor named above and COLONIAL BANK, N.A. (hereinafter "Intermediary"). Exchangor and Intermediary are collectively known as the "Parties" to this Exchange Agreement. RECITALS A. Exchangor is the owner of a one hundred percent (100%) interest in certain real property described in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter "Relinquished Property "). B. Exchangor and the Purchaser named above have entered into an agreement or agreements (hereinafter any agreement or agreements entered into for the purpose of selling Relinquished Property shall be referred to, in the singular or the aggregate as the case may be, as "Purchase Agreement") wherein Purchaser has agreed to purchase the Relinquished Property on the terms and conditions stated therein. C. Exchangor desires to effect a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code (the "Code"), the regulations promulgated thereunder, applicable court cases and corresponding provisions of state tax law, if any. D. Intermediary is willing and able to act as a "qualified intermediary," as that term is defined under Treasury Regulation Section I. I 03 1 (k)-I (g) (4), in connection with Exchangor's exchange. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, the receipt of which is hereby acknowledged, Exchangor and Intermediary, and each of them, hereby agree as follows: I. Purchase Agreement Assignment (RelinQuished Prooertv). Exchangor and Intermediary have by separate agreement (hereinafter "Assignment Agreement") assigned the Purchase Agreement to Intermediary substituting Intermediary in place of Exchangor as seller. Intermediary assumes the rights and obligations of the seller, except to the extent limited by the terms and conditions of this Exchange Agreement. Exchangor agrees that notice of the Assignment Agreement shall be given to each of the parties to the Purchase Agreement, in accordance with the Joint Exchange Instructions Delayed Exchange - Relinquished Property (hereinafter "Relinquished Exchange Instructions"). This Exchange Agreement supersedes the Purchase Agreement, and any other agreements, documents or instructions heretofore entered into to provide for an exchange of properties between Exchangor and Intermediary followed by a sale of the Relinquished Property by Intermediary to Purchaser. 2. Exchange Provision. Exchangor hereby agrees to transfer the Relinquished Property to Intermediary in exchange and in consideration for other property (hereinafter, in the singular or the aggregate as the case may be, "Replacement Property") to be identified by Exchangor, acquired by Intermediary and transferred to Exchangor, pursuant to Paragraph 17. Exchangor agrees to transfer the Relinquished Property to Purchaser in a sale transaction and to acquire the Replacement Property from the seller or sellers thereof (hereinafter "Seller") in a purchase transaction in furtherance of the exchange described above, pursuant to Paragraph 17. 3. Sale of RelinQuished Prooertv. Intermediary will sell the Relinquished Property to Purchaser in accordance with the terms ofthe Purchase Agreement. EXCHANGOR SHALL HAVE NO RIGHT TO RECEIVE THE PROCEEDS PAID BY PURCHASER TO ACQUIRE THE RELINQUISHED PROPERTY, OR TO PLEDGE, BORROW OR OTHERWISE RECEIVE THE ECONOMIC BENEFIT OF SUCH MONEY, EXCEPT AS PROVIDED IN THIS EXCHANGE AGREEMENT. 4. RelinQuished Prooertv Closing Instructions. Intermediary shall prepare and Exchangor and Intermediary, and each of them, covenant and agree to execute the Joint Exchange Instructions Delayed Exchange - Relinquished Property, consistent with the terms and provisions of the Exchange Agreement, to the Relinquished Property escrow, closing or settlement agent (hereinafter "Relinquished Property Settlement Agent"). The instructions shall provide for the exchange of properties between Exchangor and Intermediary followed by the sale of the Relinquished Property by Intermediary to Purchaser, pursuant to Paragraph 17. The exchange transaction shall not close unless and until all conditions of the Relinquished Exchange Instructions and any instructions and settlement statements prepared by the Relinquished Property Settlement Agent including the form of all instruments and agreements to be executed in connection therewith, have been agreed to by Exchangor and satisfied, and shall close immediately before the closing of the sale transaction. Intermediary shall take the Relinquished Property subject to all encumbrances existing on the Relinquished Property. All costs of closing and all transfer taxes and other closing costs incurred in the transfer of the Relinquished Property to Intermediary, and all such costs incurred by Intermediary upon its subsequent sale of the Relinquished Property to Purchaser, shall be paid by Intermediary and shall represent reduction of the Exchange Credit as defined in this paragraph and paragraph 5. The sale transaction instructions shall provide that all net proceeds of the sale (or that portion of the net proceeds which will be part of the exchange if less than all net proceeds (hereinafter "Exchange Credit") are due and payable to Intermediary. Any deposit currently held by the Relinquished Property Settlement Agent or any other person on behalf of Exchangor is hereby deemed to be a deposit on behalf of Intermediary as seller of the Relinquished Property. 5. Exchange Credit. Intermediary shall credit Exchangor in exchange for receipt of the Relinquished Property an amount equal to the Exchange Credit (including money, promissory notes and other property) from the sale of the Relinquished Property for the purpose of acquiring the Replacement Property. The Exchange Credit, plus any amounts advanced, loaned or caused to be loaned to Intermediary pursuant to this Exchange Agreement, plus any Growth Factor (as defined in Paragraph 6) earned thereon, less Intermediary's fees, shall be the maximum amount Intermediary is obligated to use to acquire the Replacement Property. Intermediary shall deposit the cash portion of the Exchange Credit in a money market account with Intermediary. 1 6. Growth Factor. Exchangor shall be entitled to receive a growth factor (hereinafter "Growth Factor") from Intermediary in the same amount as the eamings on the Exchange Credit received by Intermediary during the period beginning two (2) business days following the receipt of the funds by Intermediary on transfer of the Relinquished Property and terminating on the date Intermediary transfers funds for acquisition of the Replacement Property or transfers funds to Exchangor pursuant to the terms of this Exchange Agreement. Exchangor understands that the Growth Factor will be treated as interest regardless of whether it is paid to Exchangor in cash or in property and must be reported as Exchangor's income. Intermediary shall issue a Form 1099 to Exchangor reflecting the Growth Factor earned by Exchangor. 7. Limitation on Receiving Exchange Credit and Growth Factor. Exchangor has no right to receive, pledge, borrow or otherwise receive the economic benefit of all or any portion of the Exchange Credit, including the Growth Factor earned thereon, on demand or otherwise, except as follows: (a) After the end of the 45-<iay identification period defined in Treasury Regulation Section I. I 03 I (k)-l(b )(2) (hereinafter "Identification Period"), if the Exchangor has not identified any Replacement Property within the Identification Period; or (b) after receipt by Exchangor of all identified Replacement Property to which Exchangor is entitled under this Exchange Agreement; or (c) after the end of the exchange period defined in Treasury Regulation Section 1.1031 (k)-I(b )(2) (hereinafter "Exchange Period"). It is intended that the foregoing conditions be interpreted and imposed in a manner consistent with the limitations contained in Treasury Regulations Section 1.1031 (k)-I(g)(6). At the time Exchangor is entitled to receive the Exchange Credit or any remaining portions thereof, Intermediary shall payor assign any remaining money proceeds, promissory notes or other property to Exchangor; provided, however, that Intermediary shall have the right to retain the Exchange Credit, or any remaining portions thereof, money proceeds, promissory notes or other property, until such time as Intermediary is released from any Replacement Property purchase contracts under which Intermediary may still have unperformed obligations. 8. Same-dav Acquisition of Replacement Property. If prior to the transfer of the Relinquished Property to Purchaser, Exchangor has identitied Replacement Property and entered into an agreement for its purchase (hereinafter any agreement or agreements entered into for the purpose of acquiring a Replacement Property shall be referred to, in the singular or the aggregate as the case may be, as "Acquisition Agreement"), Exchangor shall assign the Acquisition Agreement to Intermediary and Intermediary shall, in accordance with the terms and provisions of this Exchange Agreement (except the Identification requirements below), acquire and, thereafter, transfer or cause the transfer of ownership of the Replacement Property to Exchangor in consideration of, and in exchange for, the prior transfer by Exchangor of the Relinquished Property to Intermediary and Intermediary's sale of the Relinquished Property to Purchaser. Identification and acquisition of Replacement Property pursuant to this paragraph shall not preclude Exchangor from identifying and receiving other Replacement Property, in accordance with the paragraphs below, subsequent to receipt of Replacement Property received pursuant to this paragraph. 9. Delaved Acquisition of Replacement Property. If Exchangor has not acquired all Replacement Property simultaneously with the transfer of the Relinquished Property, or if acquisition of the Replacement Property acquired pursuant to the paragraph above does not require expenditure of Exchangor's entire Exchange Credit, the Replacement Property shall be identified and the exchange shall be completed as provided below. 10: Identification of Reolacement PropertY. On, or before, the end of the Identification Period, Exchangor shall, in accordance with the requirements of Treasury Regulations Sections 1.1031 (k)-I(b) and (c), identify one or more Replacement Properties to be acquired by Intermediary and transferred to Exchangor in exchange for the Relinquished Property. Subject to the following sentence, Replacement Property must be identified in a written document signed by the Exchangor and hand delivered, mailed, telecopied, or otherwise sent before the end of the Identification Period to either.(a) the person obligated to transfer the Replacement Property to the Exchangor (regardless of whether such person is a "disqualified person" as defined in Treasury Regulation Section 1.1031 (k)-I(k)); or (b) any other person involved in the exchange other than the Exchangor or a "disqualified person". If Replacement Property is acquired simultaneously with the transfer of the Relinquished Property (or otherwise acquired before the end of the Identification Period) and is received by the Exchangor before the end of the Identification Period, then such Replacement Property will be deemed identified. II. Revocation of Identification. An identification of Replacement Property may be revoked at any time before the end of the Identitication Period. An identitication of Replacement Property is revoked only if the revocation is made in a written document signed by the Exchangor and hand delivered, mailed, telecopied, or otherwise sent before the end of the Identification Period to the person to whom the original identification of the Replacement Property was sent. An identification of Replacement Property that is made in a written agreement for the exchange of properties is treated as revoked only if the revocation is made in a written amendment to the agreement or in a written document signed by the taxpayer and hand delivered, mailed, telecopied, or otherwise sent before the end of the Identification Period to all of the parties to the agreement. 12. Assignment or Execution of Acquisition Agreement. In the event Exchangor has entered into an Acquisition Agreement, Exchangor shall by separate Assignment Agreement assign the Acquisition Agreement to Intermediary substituting Intermediary in place of Exchangor as purchaser. Intermediary assumes the rights and obligations of Exchangor as purchaser except to the extent limited by the terms and conditions of this Exchange Agreement. Exchangor agrees that notice of the Assignment Agreement shall be given to each of the parties to the Acquisition Agreement in accordance with the Replacement Exchange Instructions (as defined in paragraph 13). This Exchange Agreement supersedes the Acquisition Agreement and any other agreements, documents or instructions heretofore entered into to provide for a purchase of the Replacement Property by Intermediary from the sellers thereof, followed by a transfer of the Replacement Property to Exchangor in fulfillment of the exchange between Exchangor and Intermediary. In the event Exchangor has not entered into an Acquisition Agreement, Intermediary shall at Exchangor's direction enter into an Acquisition Agreement in the form approved by Exchangor with the seller of the Replacement Property for the acquisition of the Replacement Property. 13. Reolacement PropertY Closing Instructions. Intermediary shall prepare and Exchangor and Intermediary, and each of them, covenant and agree to execute Joint Exchange Instructions Delayed Exchange - Replacement Property (hereinafter "Replacement Exchange Instructions") consistent with the terms and provisions of this Exchange Agreement to the Replacement Property escrow, closing, or settlement agent (hereinafter "Replacement Property Settlement Agent") to provide for purchase of the Replacement Property by Intermediary and exchange of properties between Exchangor and Intermediary. The exchange transaction shall not close unless and until all conditions provided for in the Replacement 2 Exchange Instru<:tions and any instructions and settlement statements prepared by the Replacement Property Settlement Agent, including the form of all instruments and agreements to be executed in connection therewith, have been agreed to by Exchangor and satisfied, and shall close immediately after the closing of the purchase transaction. All costs of closing and all transfer taxes and other closing costs incurred in the transfer of the Replacement Property to the Intermediary and all such costs incurred by Intermediary on its subsequent transfer to Exchangor shall represent a reduction of the Exchange Credit. Any deposit made by Exchangor and currently held by the Replacement Property Settlement Agent or any other person shall be returned to Exchangor and shall be replaced by Intermediary either immediately or at time of closing with funds from the Exchange Credit. 14. Funds to Close. In no event shall Intermediary be required to make a total cash payment for the Replacement Property, including all costs and expenses of such acquisition or acquisitions, in excess of the amount of the Exchange Credit, plus earnings thereon and less Intermediary's fees. Funds of Intermediary used to acquire one or more Replacement Properties may be deposited directly with the Replacement Property Settlement Agent for the acquisition of a Replacement Property, provided the funds are held for Intermediary's benefit and account until the time of close. Notwithstanding any other provision of this Exchange Agreement, if the total net cash payment for Replacement Property exceeds (i) the amount of the Exchange Credit, plus (ii) the Growth Factor, less (iii) Intermediary's fees, then the Intermediary shall have no obligation to acquire any Replacement Property. It is understood that the Exchangor may advance, loan or cause to be loaned any additional funds as are necessary to complete Intermediary's purchase of one or more Replacement Properties. Such advances, including payments of closing cost, deposits, or option fees, constitute short-term loans to Intermediary, made to facilitate Intermediary's purchase of Replacement Property. Such loans will be deemed to be repaid in full by Intermediary when Intermediary causes the transfer of such Replacement property to Exchangor. If, notwithstanding notice of the shortfall, Exchangor does not provide sufficient cash, and if there is more than one Replacement Property, then Intermediary may, at its sole and absolute discretion, acquire less than all (or none) of the Replacement Properties. 15. Funds for Deposit on or Acquisition of Reolacement ProoerlY. If all or a portion of the Exchange Credit is to be disbursed for application as a deposit upon entering into an Acquisition Agreement, Intermediary shall make such disbursement only after receipt of completed Exchange Credit Disbursement Instructions from Exchangor. If all or a portion of the Exchange Credit is to be disbursed for application as all or a portion of the funds necessary to acquire a Replacement Property, Intermediary shall make such disbursement only after receipt of completed Exchange Credit Disbursement Instructions from Exchanger. In either case, the Exchange Credit Disbursement Instructions shall be satisfactory to Intermed iary. 16. Assumption of Obligations. Intermediary shall not be required to assume any loan on a Replacement Property or to execute any promissory note or other evidence of indebtedness in connection with the acquisition of a Replacement Property, but may assume a loan or execute a promissory note or other evidence of indebtedness if such document contains provisions which Intermediary believes sufticiently exculpate Intermediary from personal liability thereunder. 17. Direct Deeding. In order to avoid additional transfer tax, the appearance of the Intermediary in the chain of title, and for other reason, Exchangor shall deed the Relinquished Property directly to the Purchaser on behalf of Intermediary and shall instruct any seller of a Replacement Property to deed the Replacement Property directly to Exchangor on behalf of Intermediary (hereinafter "Direct Deed"). The Direct Deeds described above will fulfill Intermediary's obligations to acquire property from Exchangor, transfer property to Purchaser, acquire property from Seller, and/or transfer property to Exchangor. Intermediary shall not acquire title to any Replacement Property on which improvements will be constructed or to which repairs will be made subsequent to acquisition by Intermediary, but prior to transfer to Exchangor. 18. No Assignments. Except as provided below, neither Intermediary nor Exchangor has the right or power to assign any part of its interest under this Exchange Agreement for cash or other consideration. It is understood that all funds held by Intermediary are the property of Intermediary and may not be reached, encumbered, or hypothecated by Exchangor or any creditor of Exchangor. Intermediary may assign this Exchange Agreement and all its right and obligations thereunder to another qualified intermediary as that term is defined under Treasury Regulation Section I. 103 ~k)-I(g)(4) in the event Intermediary is unable or unwilling to acquire title to a parcel of Replacement Property or otherwise continue as the qualified intermediary. 19. Additional Documents. The Parties agree to execute such other and further documents as may be reasonably necessary to carry out the intent and provisions hereof. Exchangor will be provided all exchange documents relating to the exchange at the time of the transaction and will retain such for purposes of filing for or defending any tax benefit resulting from the exchange. Intermediary shall have no responsibility to produce said documents beyond the Exchangor's filing deadline with the Internal Revenue Service and shall have no responsibility to produce copies of such documents thereafter but may do so at a cost to be determined by the Intermediary. 20. Fees. Exchangor agrees to compensate Intermediary for its participation in this exchange in accordance with the fee schedule attached hereto as Exhibit "S" (the "Fee Schedule Agreement"). Additional fees will be charged for extraordinary services. Extraordinary services include, but are not limited to: extensive revisions of exchange documents, dividing the Exchange Credit between several investments, or frequent reinvestment of the Exchange Credit. 21. Survival of Terms. All representations, covenants and warranties, express and implied made by Exchangor, or by Intermediary on Exchangor's behalf, with respect to the Relinquished Property and the transactions contemplated by the Purchase Agreement and this Exchange Agreement shall survive the transfers of the Relinquished Property by Exchangor to Intermediary and by Intermediary to Purchaser. All obligations, rights, remedies, and liabilities arising therefrom are hereby assigned by Intermediary to Exchangor and hereby assumed by Exchangor effective immediately after the transfer of the Relinquished Property to the Purchaser. 22. Continuing Obligations and Indemnification. Except as provided in this Exchange Agreement, Intermediary shall have no continuing obligations, liability, cost or expense to Exchangor, Purchaser or Seller after the transfer of the Relinquished Property to the Purchaser or after the transfer of the Replacement Property to the Exchangor. Exchangor agrees to, and does, hold harmless and completely release Intermediary from any and all loss, damage, liability, injury, cost, expenses or settlement negotiations in connection with the Purchase Agreement, Acquisition Agreement, the condition of the Relinquished Property or Replacement Property, specifically including (but not limited to) any representations and warranties made concerning the Relinquished Property, the Replacement Property or title thereto, any failure to disclose the physical condition of the property, the existence or cleanup of any hazardous materials, toxic wastes or other matters which might be the subject of an environmental protection law or ordinance, or any liability asserted by a third party (such as tenants, lenders, contractors, or governmental agencies) against the owner of the property. 3 23. Indeoendent Status. Intermediary is acting as an independent principal in the transactions contemplated by this Exchange Agreement. EXcliangor expressly disavows any agency, fiduciary or other subordinate or dependent relationship between Intermediary and Exchangor. Exchangor agrees that Intermediary is not Exchangor's agent, is not authorized to act as its agent, and shall not be held to the duties of an agent or fiduciary with respect to the transactions contemplated by this Exchange Agreement. 24. Attornev's Fees. If a dispute develops between the Parties or any other claims of liability, cost or expense arise in connection with this Exchange Agreement, and if arbitration, legal action or settlement negotiations are necessary f9r the interpretation or enforcement of this Exchange Agreement, or of any rights or obligations flowing here from, the prevailing party (or parties) shall recover its actual costs and actual attorneys' fees incurred in connection with any such dispute or claim. A "prevailing party" shall be deemed to be the party that obtains substantially the result sought, whether by arbitration, settlement, dismissal or judgment. For purposes of this Exchange Agreement, "actual attomeys' fees" means the attorneys' fees actually charged, based on normal hourly rates of the attorneys, paraprofessionals, clerks, and others involved, including charges for disbursements (including, but not limited to, secretarial and clerical, word processing charges, telephone, telecopy, messenger, postage, photocopy, travel, and other disbursements), and shall not be based on an independent determination of reasonableness or of prevailing rates in the community. 25. Entire Agreement. The terms of this Exchange Agreement, together with the Exhibits to it, are intended by the Parties as a final expression of their agreement with respect to such terms and Exhibits as are included in this Exchange Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. 26. Construction of Agreement. The language in all parts of this Exchange Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes or rules which provide for the language of an agreement to be construed against the drafter. 27. Amendments and Waivers. No addition to or modification of this Exchange Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party. Notwithstanding the foregoing, in no event shall Paragraph 8 be amended or waived, directly or indirectly, by any party to this Exchange Agreement. 28. Invalidity of Provision. If any provision of this Exchange Agreement shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Exchange Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Exchange Agreement as a whole. 29. No Merger. This Exchange Agreement, each of the provisions hereof, and all warranties and representations contained herein, shall survive the transfers of the Relinquished Property and Replacement Property and shall not merge in any instrument conveying title to Intermediary or to Purchaser. All representations, warranties, agreements and obligations of the Parties shall, notwithstanding any investigation made by any Party hereto, survive the transfer of the Relinquished Property and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. 30. Time. Time is of the essence in the performance of the Parties' respective obligations under this Exchange Agreement. 31. Binding. This Exchange Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. 32. Authorization. The persons signing below warrant and represent that they have authority to enter into this Exchange Agreement for themselves and for any other person for whom they purport to sign. 33. Counterparts. This Exchange Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 34. Facsimile or Electronic Transmission of Documents. Any document involved in this Exchange including, but not limited to, this Exchange Agreement, or any counterparts thereof, may be transmitted by facsimile or other electronic means, and upon receipt shall be deemed an original. 35. Independent Status. Intermediary is acting as an independent principal in the transactions contemplated by this Exchange Agreement. Exchangor expressly disavows any agency, fiduciary or other subordinate or dependent relationship between Intermediary and Exchangor. Exchangor agrees that Intermediary is not Exchangor's agent, is not authorized to act as its agent, and shall not be held to the duties of an agent or fiduciary with respect to the transactions contemplated by this Exchange Agreement. 36. Notices. Any notice required or permitted to be given hereunder shall be in a written document signed by the party giving notice and hand delivered, mailed, telecopied or otherwise sent in accordance with the Treasury Regulations goveming delayed exchanges. Addresses where notice may be given: INTERMEDIARY: Colonial Bank, N.A. 350 East Bay Drive Largo, FL33770 EXCHANGOR: As stated in Section 39 below unless otherwise specified here These addresses may be changed only by written notice to the other Parties as provided in this section. It is intended that the party sending a notice shall bear the risk of non-<lelivery or late delivery. 4 37. Governing Law. This Exchange Agreement is to be governed by and construed in accordance with the internal laws of the State of Florida. 38. State Withholding. If the Exchangor is subject to withholding under state or local law, Intermediary shall be entitled to withhold and pay those amounts required to be withheld by such state or local law unless, and until, proper exemption from such state or local withholding requirements have been obtained by Exchangor to the Intermediary's satisfaction. To the extent of any withholding obligation imposed on the Intermediary, such obligation may be satisfied with funds (l" property from the Exchange Credit and any other funds or property of the Exchangor held by Intermediary. 39. Federal Withholding. In the event Exchangor is a "Foreign Person" and has not delivered a Notice of Nonrecognition Treatment pursuant to Treasury Regulation Section I. I 445-2(d)(2), a Withholding Certificate issued by the Internal Revenue Service pursuant to Treasury Regulation Section 1.1445-3 or other satisfactory evidence that Intermediary is not required to withhold, then Intermediary shall be entitled to withhold and forward to the Internal Revenue Service amounts required to be withheld under Code Section 1445 and Treasury Regulations issued thereunder. Exchangor certifies under penalty of petjury that Exchangor is not a "Foreign Person" as that term is defined in Section 1445 of the Code and the regulations promulgated thereunder, and certifies the following: :ffi 7 .. fsrJ ~ ~ C(; Exchangor's Taxpayer I D. Number is: Exchangor's address is: Christopher S. Dailey 1740 Evans Drive Cleatwater, FL 33759-1908 40. Exchangor's Assumotion of Risk. INTERMEDIARY ASSUMES NO RESPONSIBILITY FOR EXCHANGOR'S COMPUANCE WITH ANY REQUIREMENTS OR PROVISIONS OF SECTION 1031 OF THE CODE, THE REGULATIONS PROMULGATED THEREUNDER, APPLICABLE COURT CASES, AND CORRESPONDING PROVISIONS OF STATE TAX LAW, IF ANY, INCLUDING WITHOUT LIMITATION THE IDENTIFICATION PERIOD AND EXCHANGE PERIOD REQUIREMENTS OF CODE SECTION I031(a)3 AND THE TREASURY REGULATIONS IN CONNECTION THEREWITH. INTERMEDIARY SHALL IN NO EVENT BE HELD LIABLE FOR EXCHANGOR'S FAILURE TO RECEIVE THE TAX BENEFITS OF SECTION 1031 OR FOR ANY COSTS INCURRED AS A RESULT OF DEFENDING THE EXCHANGE IF AUDITED OR LITIGATED. EXCHANGOR REPRESENTS AND AGREES THAT IT ASSUMES FOR ITSELF ANY AND ALL TAX RISKS AND COSTS ASSOCIATED WITH THE EXCHANGE TRANSACTION. 41. No Attornev-Client Relationshio. EXCHANGOR ACKNOWLEDGES THAT INTERMEDIARY HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW AND HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATIORNEY-CLIENT RELATIONSHIP WITH EXCHANGOR. IT IS UNDERSTOOD AND AGREED THAT ANY REPRESENTATIONS OR STATEMENTS MADE BY OFFICERS, DIRECTORS OR OTHER EMPLOYEES OR AGENTS OF INTERMEDIARY REGARDING LEGAL OR TAX CONSEQUENCES MAY NOT BE USED OR RELIED ON BY EXCHANGOR. 42. Tax Advice. EXCHANGOR REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL OR TAX ADVICE PRIOR TO ENTERING THIS EXCHANGE AGREEMENT OR HAS ITSELF DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. INTER..t\1EDIARY SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF EXCHANGOR TO SEEK AND OBTAIN LEGAL OR TAX ADVICE. /) Exchangor's Initials <.0' ,. <Ii to SECTIONS 40, 41 AND 42 ABOVE. IN WITNESS WHE~F) the Parties have executed this Exchange Agreement on the dates indicated below: I / By: M. P. Freeman Senior Vice Presi nt Date: If k / (J r- I I Date -----l\ \ .yt I b <( 5 , -~ Exhibit B FEE SCHEDULE AGREEMENT Re: IRC Section 1031 Exchange You ("Exchangor") have elected to transfer and acquire property under Section 1 031 of the Internal Revenue Code. COLONIAL BANK, N.A. ("Intermediary") will act as the Intermediary in this transaction. Following are the Intermediary's fees associated with this transaction. 1. An EXCHANGE SETUP FEE of $550 plus 2. An EXCHANGE FEE of $250 for each Replacement Property Closing in excess of one (1) 3. Expenses, if any, incurred out of pocket for delivery of documents or revisions to documents, including review by Intermediary's counsel. Exchangor agrees to compensate Intermediary for its participation in this exchange in accordance with this fee schedule. Additional fees will be charged for extraordinary services. Any such additional fees must be agreed upon in advance by both Exchangor and Intermediary in writing. All fees shall be debited from funds held by the Intermediary prior to the final disbursement thereof if not sooner. EXClZ'" 6 ASSIGNMENT OF PURCHASE CONTRACT - RELINQUISHED PROPERTY ASSIGNOR: Christopher S. Dailey PURCHASER: City of Clearwater, Florida PURCHASE AGREEMENT DATED: August 23, 2005 PROPERTY LOCATION (County and State): Pinellas County, Florida THIS ASSIGNMENT AGREEMENT effective as of the date of the last signature hereto (the "Effective Date"), is entered into by and between the Assignor named above and COLONIAL BANK, N.A. (hereinafter "Assignee"). Assignor and Assignee are collectively known as the "Parties" to this Assignment Agreement. RECITALS A. Assignor is the owner ofa one hundred percent (100%) interest in certain real property indicated above and more particularly described in Exhibit A " attached hereto and incorporated herein by reference (hereinafter "Relinquished Property"). B. Assignor and Purchaser named above have entered into an agreement (hereinafter "Purchase Agreement"), dated as indicated above wherein Purchaser has agreed to acquire the Relinquished Property on the terms and conditions stated therein. C. Assignor desires to effect a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, the regulations promulgated thereunder, applicable court cases, and corresponding provisions of state tax law, if any. D. Assignee is willing and able to act as a "qualified intermediary," as that term is defmed under Treasury Regulation Section 1. 103 I (k)-I(g)(4), in connection with Assignor's exchange. AGREEMENT I. Assignment. Assignor hereby assigns the Purchase Agreement to assignee as seller. Assignee assumes the rights and obligations of the Assignor, except as to the extent limited by the terms and conditions of this Assignment Agreement. To the extent it is determined that the Purchase Agreement cannot be assigned by the Assignor to the Assignee, the Assignee shall have no obligation under this Assignment Agreement to accept the Relinquished Property from the Assignor or to transfer the Relinquished Property to the Purchaser. 2. Direct Deed. Assignor shall deed the Relinquished Property directly to Purchaser on behalf of Assignee and may acknowledge receipt of sales proceeds on behalf of Assignee and shall sign the settlement statement on behalf of Assignee. Assignee, as provided in Treasury Regulation Section 1.1031 (k)-l(g)( 4)(v) shall, for purposes of Treasury Regulation Section I. 1031 (k)-I(g)( 4)(iii)(B), be deemed to have acquired the Relinquished Property from Assignor and transferred it to Purchaser. 3. ReDresentations and Warranties. Assignor understands that Assignee has made no representations and/or warranties concerning the Relinquished Property or title thereto and Assignor agrees to hold harmless and completely release Assignee from any and all loss, damage, liability, injury, cost, expenses or settlement negotiations in connection with any representations and/or warranties made concerning the Relinquished Property or title thereto, any failure to disclose the physical condition of the Relinquished Property, the existence or cleanup of any hazardous materials, toxic wastes or other matters which might be the subject of an environmental protection law or ordinance, or any liability asserted by a third party (such as tenants, lenders, contractors, or governmental agencies) against the owner of the Relinquished Property. 1 4. Survival of Terms. All representations, covenants and warranties, express and implied, with respect to the Relinquished Property and the transactions contemplated by the Purchase Agreement and this Assignment Agreement shall survive the transfers of the- Relinquished Property by Assignor to Assignee and by Assignee and by Assignee to Purchaser. All rights, remedies, liabilities and obligations arising therefrom are hereby assigned and delegated by Assignee to Assignor and hereby assumed by Assignor effective immediately after the transfer of the Relinquished Property to the Purchaser. 5. Notice of Assignment. Notice of the assignment made in this Assignment Agreement shall be given to all parties to the Purchase Agreement in accordance with the Joint Exchange instructions Delayed Exchange - Relinquished Property executed by Exchangor and Intermediary. Ifwritten acknowledgment of receipt of such notice is not received by Assignee prior to the closing, the Assignee shall have the option, in its sole and absolute discretion, to refuse to accept the Relinquished Property from the Assignor or to transfer the Relinquished Property to the Purchaser. 6. Notices. Any notice required or permitted to be given hereunder shall be in a written document signed by the Party giving notice and hand delivered, mailed, telecopied or otherwise sent in accordance with the Treasury Regulations governing deferred exchanges. Addresses where notice may be given: ASSIGNEE: COLONIAL BANK, N.A. 350 East Bay Drive Largo, FL 33770 ASSIGNOR: PURCHASER: Christooher S. Dailey City of Clearwater, Florida 1740 Evans Drive P.O. Box 4748 Clearwater, FL 33759-1908 Clearwater, FL 33758-4748 7. Counteroarts. This Assignment Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. Facsimile. This Assignment Agreement may be transmitted by facsimile, and upon receipt shall be deemed an original. IN WITNESS WHEREOF, the parties have executed this Assignment Agreement on the dates indicated below: ASSI.GNOR9' /. .... -./../::::7 /" .. . /... d:' ~'--- // :~I ':/ ChrIstopher S. DaI ey./ ASSIG L:90LON Date: Date: (/ /U/rP , , 2 " JOINT EXCHANGE INSTRUCTIONS DELAYED EXCHANGE - RELINQUISHED PROPERTY November 28, 2005 Stewart Title Co. 1212 Court St., #C1 Clearwater, FL 33756 Re: Exchangor: Christopher S. Dailey Property: Pine Crest Subdivison, Block 6, Lot 10 Purchaser: City of Clearwater, Florida Dear Closing Agent: COLONIAL BANK, N.A. (hereinafter "Intermediary") and above referenced Exchangor have entered into an exchange agreement pursuant to which a one hundred percent (100%) interest in the above referenced property (hereinafter "Relinquished Property") shall be transferred from Exchangor to Intermediary and from Intermediary to Purchaser (the "Transaction"). In connection with these transfers, the undersigned hereby instruct you as follows: 1. Intermediary has enclosed the following as needed: 1.1 These Joint Exchange Instructions Delayed Exchange - Relinquished Property 1.2 Exchange Agreement 1.3 Assignment of Purchase Contract (Relinquished Property) (the "Assignment") 1.4 Notice of Assignment of Purchase Contract (Relinquished Property) 2. Exchangor will provide the following: 2.1 Deed (Direct Deed) from Exchangor to Purchaser; 2.2 Settlement statement(s) (showing Intermediary as additional seller). 3. Conditions of Closing: 3.1 In connection with the transfer from Intermediary to Purchaser you have prepared your customary purchaser's and seller's instructions, if any, and settlement statement( s) showing Intermediary as seller pursuant to the terms of the Assignment and Exchange Agreement. 3.2 Prior to or at the closing of the Transaction (the "Closing), Exchangor has completed and signed these Joint Exchange Instructions, Exchange Agreement together with Fee Schedule Agreement attached as Exhibit "B", Assignment of Purchase Contract (Relinquished Property), Notice of Assignment of Purchase Contract (Relinquished Property), and settlement statement(s). 3.3 Purchaser has signed the Notice of Assignment, purchaser's instructions, if any, and your settlement statement. 3.4 Purchaser has delivered funds necessary to close the Transaction. [CAUTION: If you are an 1 attorney representing the Exchangor or otherwise fall within the definition of "Disqualified Person" in Treasury Regulation 1.103 1 (k)-I(k), your receipt of funds may be deemed "constructive receipt" by the Exchangor which could result in a disqualification of this exchange from preferential tax treatment.] 3.5 All conditions of closing, [set forth in your seller's and purchaser's instructions] ifany. have been satisfied. 4. When you have met the conditions of closing set forth above, you are to close the transaction and do the following: 4.1 Transfer the Relinquished Property from Exchangor to Intermediary and Intermediary to Purchaser by a fully executed direct deed (Direct Deed) from Exchangor to Purchaser. 4.2 IMMEDIATELY UPON CLOSING, FAX TO INTERMEDIARY THE SETTLEMENT STATEMENT, AND WIRE TRANSFER THE SALE PROCEEDS TO COLONIAL BANK, N.A.: 4.3 Deliver copies of the following fully executed documents to Exchangor: These Joint Exchange Instructions - Signed Original Exchange Agreement together with signed Exhibit "B" - Signed Original Assignment of Purchase Contract (Relinquished Property) - Signed Original Notice of Assignment of Purchase Contract (Relinquished Property) - Signed Original Seller's Instructions (if any) - Signed Copy Executed Settlement Statement(s) - Signed Original 4.4 Deliver the following copies of fully executed documents to Intermediary, WITHIN 2 BUSINESS DA YS OF THE DATE OF CLOSING: These Joint Exchange Instructions Exchange Agreement together with signed Fee Schedule Agreement attached as Exhibit "B" Assignment of Purchase Contract (Relinquished Property) Notice of Assignment of Purchase Contract (Relinquished Property) Settlement Statement(s) Deed (Direct Deed) from Exchangor to Purchaser- (unrecorded document acceptable) 4.5 Deliver copies of the following documents to Purchaser: Assignment of Purchase Contract (Relinquished Property) Notice of Assignment of Purchase Contract (Relinquished Property) 4.6 One copy of all executed documents should be retained by you as needed. These instructions are delivered in connection with an IRC Section 103 I exchange transaction for the benefit of Exchangor. The transfer from Exchangor to Intermediary is contingent upon a concurrent transfer from Intermediary to Purchaser. Prorations, expenses of closing and transfer taxes shall be paid from Intermediary's proceeds of sale as instructed by Intermediary in connection with the sale and transfer to Purchaser. A copy of Intermediary's instructions as seller must be read and approved in writing by Exchangor. The transfers of the Relinquished Property from Exchangor to Intermediary and from Intermediary to Purchaser, unless otherwise provided in these instructions, shall be accomplished by a single conveyance of the Relinquished Property directly from Exchangor to Purchaser. Intermediary is hereby held harmless for any liability 2 r or responsibility which may result by complying with this direct deeding instruction. The parties hereto acknowledge that Intermediary has made no representations as to the sufficiency or effect of this acquisition and exchange as they relate to applicable federal and state laws. It is further acknowledged by the undersigned that they have been advised by Intermediary to seek the counsel oftheir own tax attorney or certified public accountant for the determination of any tax consequences of this exchange. These instructions are effective for three months from the date received unless revoked by written demand and authorization satisfactory to you. Ifno demand for cancellation is made, you will proceed with the closing when the principals have complied with these instructions. All documents, funds and statements due the undersigned are to be mailed to the address shown below: If to Intermediary: Colonial Bank, N.A. 350 East Bay Drive Largo, FL 33770 If to Exchangor: If to Purchaser: Christopher S. Dailey City of Clearwater, Florida 1740 Evans Drive P.O. Box 4748 Clearwater, FL 33759-1908 Clearwater, FL 33758-4748 Exchangor hereby confirms that the sum of $ will be the amount of the Exchange Credit to be received and held by Colonial Bank, N.A., as Qualified Intermediary pursuant to Section 1031 of the Internal Revenue Code. IN WITNESS WHEREOF, Intermediary and Exchangor have executed these Joint Exchange Instructions. ~ t . , . ,.----- D",d, I !).."tIV " I CLOSING AGENT RECEIPT: Dated: ,---- 12-oZ-0~ cknowledges receipt of these instructions and agrees to comply with the terms thereof. Stewart Title i '. By: PrintName:~hl) --:I.P.S t&et10 Dated: \ ".1- ~ . 0 ~ 3 .' Stewart Title Guaranty Company, Stewart Title Insurance Company, Stewart Title Insurance Company of Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, Charter Land Title Insurance Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any tinancial institution, directly or through its aftiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notities you of the privacy policies and practices of Stewart Title Guaranty Company, Stewart Title Insurance Company, Stewart Title Insurance Company of Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, and Charter Land Title Insurance Company. We may collect nonpublic personal information about you from the following sources: · Information we receive from you, such as on applications or other forms. · Information about your transactions we secure from our tiles, or from our aftiliates or others. · Information we receive from a consumer reporting agency. · Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specitically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaftiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to nonaftiliated companies that perform services on our behalf. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMA nON ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Some states give you the right to access and correct nonpublic personal information. You may contact us in writing at our Home Oftice, if your state law gives you this right. Revised June 2005. .' NOTICE OF ASSIGNMENT OF PURCHASE CONTRACT RELINQUISHED PROPERTY City of Clearwater, Florida P.O. Box 4748 Clearwater, FL 33758-4748 Re: Contract dated August 23, 2005 You are hereby notified, pursuant to Treasury Regulation Section 1. 1031 (k)-I(g)( 4)(v), that the Purchase Contract referenced above by you and the Seller (hereinafter the "Exchangor") identified below, with respect to that certain real property more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, including any amendments and addenda thereto, has been assigned by Exchangor to COLONIAL BANK, N.A. for the sole purpose offacilitating an IRC Section 1031 exchange. In order to acknowledge your receipt of this Notice and a copy of the executed Assignment of Purchase Contract - Relinquished Property, please sign this Notice of Assignment. This Notice may be executed or acknowledged in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Notice may be transmitted by facJ>imi and upon receipt shall be deemed an original. Dated: /" L ~ tJ "2-- d 5 ~ Purchaser hereby acknowledges receipt of this Notice and a copy of executed Assignment of Purchase Contract - Relinquished Property. Ci~ B)'I fi7J7 Authorized Signature Print Name: ~ ~~- Dated: /ro~ftr / , . . Form W-9 11=.:"'..... Januarf 20031 t'i-p.;u'tnl+nt c., th.,. Tr~.a'MJr'i Intoifll.:J1 P.fIlIvtoIlU+ SoW.,;':'.. N Namo? 0.. Christo her S. Daile '" Cl. e.lI"jne~s nan~ ir dirr"'renl frem aoo....'" Request for Taxpayer Identification Number and Certification o ~'!: B.g ... ~ 0': -- = ~ 'i: ~ "".., 5 .., ~ Q. Vl Q,o ~~ O individual! Ch.;..;k appr,'prllte box: $oI.? proprietor )l,jdro~s inumbE<r. str",,,,!. and apt. or suit", 11<'.1 1740 Evans Drive City statE<. and ZIP co.jE< Clearwater FL 33759 o Corporo3tion Ust a-;.;.;.unt numt...risl ho?ro? (optlon.Jh Give rorm to the requester. Do not send to the IRS. O E~I=~ from backup withholding RE<CJLIO?st.;r's n.Jme and ,Jojdress (optional) o PartnEorship D OthE<r ~ __.__m.......___ Enter YOllr TIN in the appropriate box. For indivldu41ls. this is your soci411 security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity. see the Part I Instructions 011 page 3. For other entities. It Is your employer Identlflc4ltlon number (EIN). If you cIo not have a number see How to get a TIN on p41ge 3. Note: If rile xceu!JC is in mere Ulan one name. see CfJe chllrr en page 4 fer guidelines on K4Jese number co enrer. ~. '31~I..ityoomb<< . // C . h 8 or Certification Under penalties of perjury. I certify th4lt: 1. The number shown on this form Is my correct Ulxp<lytlr IdentifICation number (or I am v,'alting for a number to be Issued to me). and 2. I am not subject to backup withholding because: {a) I am exempt WOol backup withholding. or {b) I hnve not been notified by the Internal Revenue Service (IRS) tlUlt I am subject to backup v,1thholdlng as a result of a fDllure to report all Interest or dividends or {cl tl~ IRS has notified me that I am no longer subject to backup withholding and 3. I am a U.S. person (Including 1I U.S. resident alien). Certification instnlctlons. You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on }'Our tax return. For real estate trnnXlCtions.. item 2 does not apply. For mortgage interest paid. acquisition or abandonment 0 .:secured property. cancellation of debt. contributions to an individual retirement <lrrangement (IRA). und generally ~ts 0)I1er tha . erest and dividends you are not required to sign the Certification. but you must provicle your correct TIN. (See y~ inst}lfct~ on. . 4.) Sign / .. / Here Date. 7- - <f -Z - 0.5 Purpose of Form A person wllo is requirecj to file an informarion return 'Nirll tile IRS must obrain your correct taxpayer identification nUITlI)H (TIN) to report for example, income paid to you, real ('~.tJte transactions. mortgage Interesr you paid, acquisition or abanclonment of secured property, cancellation of debt or contrll)utlons you made to an IRA. U.S. person. Use Form ','/-9 only if you are a U.S. person (incll/(Iing a resident alien), to provide your correct TIN to the person requesring it (tile reQ-lester) and, 'Nhen applicable, to: 1. Certify that tile TIN you are giving Is correct (or you are waiting for a number to be Issued). 2. Certify ttlat you are not subject to backup 'Nltllllolding or 3. Claim exemption from backup '....Itllllolding If you are a U.S. exempt payee. Note: I,' a reqllester gNes jOlI a form at/lei' Ulall Form W-9 to request YOllr TIll/, you must use tile requester's for m if it is subst,1ntla!1y slmf.lar to tills Form W-9 Foreign person. If you are a foreign persoll use tile appropriate Form W-B (see Pub. 515, Withlloldlng of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonreslclem alien Individual may use ttle terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. Ho'.....eve1', most tax treaties contain a provision kno'Nn as a "saving clause." Exceptions specified In tile saving clause may permit an exemption from tax to continue for certain types of income even after tile recipient has otherwise become a U.S. resklent alien for tax purposes. If you are a U.S. resklent alien who Is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must anacll a statement that specifies the following five irems: 1. The treaty country. Generally, this must be the same treaty under wllicll you claimed exemption from tax as a nonresident a lien. 2. The treaty article acldressing the Income. 3. The article number (or location) in the tax treaty lIlat contains tile saving clause and Its exceptions. 4. The type and amount of Income t1lat qualifies for the exemption from tax. 5. Sufficient facts to Justify the exemption from tax under tile terms of tile treaty article. Cat. No. 10231X foon W-9 ~RE<v. 1-2003)