AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Golf Course & Clubhouse)

AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Golf Course & Clubhouse) THIS AGREEMENT, by and between PASCO COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners, the governing body thereof, hereinafter referred to as BUYER, and LENHARDT MARION HOLDINGS, LLC hereinafter referred to as SELLER. W I T N E S S E T H: THE TOTAL PURCHASE PRICE is One Million, One Hundred Fifty Thousand and 00/100 Dollars ($1,150,000.00) (the Purchase Price ), payable in immediately available funds by the BUYER to the SELLER, subject to the following terms and conditions: 1. SELLER agrees to sell and convey to BUYER by Warranty Deed, and BUYER agrees to purchase the parcel(s)/property described in Exhibit A, attached hereto and by reference made a part hereof (hereinafter the Property ), consisting of approximately 124.52 acres. 2. The legal descriptions of the parcels shall be confirmed by survey, to BUYER's sole satisfaction. The Property is currently identified by Pasco County Property Appraiser Parcel ID Number(s) 34-25-16-0010-01500-0000 (Course & Clubhouse) and 34-25-16-0010-03700-0000 (Holes 6 & 7). 3. SELLER hereby warrants it is the owner of the Property in fee simple and the Property is insurable. 4. The contract shall be closed and, subject to the satisfaction of all conditions precedent to SELLER s performance, the Deed and possession of the Property shall be transferred to BUYER on or before June 8, 2016 (Closing Date), unless extended by mutual agreement of the parties hereto. Upon execution of this Agreement by SELLER, SELLER s offer may not be revoked or rescinded until presented for formal consideration by the Pasco County Board of County Commissioners on or before March 8, 2016. In the event that this Agreement is not approved by the Pasco County Board of County Commissioners by said date, SELLER may terminate this Agreement by providing written notice to BUYER. 5. The Effective Date shall be the date upon which the Board of County Commissioners approves this Agreement, and the Chairman executes this Agreement. 6. This transaction is contingent upon the simultaneous closing of four other Sale and Purchase agreements entered into by the BUYER, on this same date, for the following parcels: 1

a. Parcel ID: 34-25-16-0010-01500-0010 (Driving Range) from MAGNOLIA VALLEY LAND, LLC. b. Parcel ID: 34-25-16-0010-03500-0000 (Maintenance Building) and 34-25-16-0780-00900-0010 (Irrigation Pump House / 7270 MAGNOLIA VALLEY DR) from MAGNOLIA VALLEY, LLC. c. Parcel ID: 34-25-16-0010-00900-0010 (Pump House) from DRAINAGE PUMPING SERVICES, INC. d. Parcel ID: 34-25-16-0010-05500-0030 (Commercial 5 acres) from The Multi Prop Land Trust dated June 13, 2013, Teresa Malke and Patrice Pittman, Co- Trustees. In the event that one or more SELLERS of the above-listed contracts is unable to close, BUYER shall have the option of terminating this contract, or at BUYER s sole discretion, proceeding to closing on this Agreement, without any further obligations or liability on any other contract. 7. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be subject to the County s satisfaction, in the County s sole discretion. 8. This Contract is contingent upon the County establishing a Municipal Service Benefit Unit (MSBU) or Municipal Service Taxing Unit (MSTU), for the special purpose of fully funding the purchase of the Property described in Exhibit A, on or before June 8, 2016, and there being no challenges to said MSBU/MSTU prior to closing. In the event the Board of County Commissioners elects not to adopt an MSBU/MSTU which fully funds this purchase, which the Board may elect for any reason whatsoever, then, at BUYER S election, BUYER may close on this Agreement, or BUYER may terminate this Agreement, and neither party shall have any further rights, obligations or liability hereunder. 9. As further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to be solely responsible for mowing the portions of the Property which the SELLER would be required to mow pursuant to the County s Land Development Code, from the effective date of this Agreement through the day of closing, or until 2

this Agreement is terminated by either party, as provided by the terms and conditions of this Agreement. 10. Also as further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to fuel the diesel pump, as well as to reimburse DRAINAGE PUMP SERVICES, INC. for the cost of electricity for operating the electric pump, and to operate the pumps at their historic rates and water levels from the effective date of this Agreement through the day of closing, or until this Agreement is terminated by either party, as provided in this Agreement. To the extent the pumps or the pump house requires maintenance, BUYER may, in BUYER s sole discretion make repairs. 11. SELLER agrees to convey title to the Property to BUYER by warranty deed free and clear of all encumbrances, leases, liens, mortgages, or encumbrances not acceptable to BUYER, in BUYER's sole discretion. SELLER shall pay for a title insurance commitment issued by a Florida licensed title insurance company, agreeing to issue to BUYER, upon recording of the Deed, an owner's policy of title insurance in the amount of the purchase price, insuring BUYER'S title to the Property, subject only to liens, encumbrances, exceptions, or qualifications which shall be discharged by SELLER at or before closing. BUYER shall, prior to closing, notify SELLER, in writing, of any objections BUYER has to the title commitment. SELLER shall have a period of sixty (60) days after notification thereof within which to cure defects in the title, and the sale shall be closed within thirty (30) days after notice of such curing to BUYER. In the event SELLER is unsuccessful in curing such defects within the required time, or in the event that SELLER elects not to cure any such defects, BUYER shall have the option of either accepting title as is, or terminating this Agreement without penalty, and thereupon, BUYER and SELLER shall be released, as to one another, without further obligations under this Agreement. Title insurance shall be issued through a closing agent selected by BUYER. 12. Prior to closing, the Property may be surveyed by BUYER, at BUYER s expense. The legal description of the Property shall be amended and conformed to the survey and attached hereto as a replacement to Exhibit A, upon Buyer s approval, in Buyer s sole discretion. If the survey shows any encroachments on the Property or that the improvements located on the Property encroach on other lands, written notice thereof will be given to SELLER by BUYER within thirty (30) days from BUYER'S receipt of the survey, and SELLER will have the same time to remove such encroachments as allowed under this Agreement for the curing of defects in title. If SELLER fails to remove or cure said encroachments within said time, or in the event that SELLER elects not to cure any such defects in the survey that are timely objected 3

to by BUYER, BUYER, at its option, may terminate this Agreement and all rights and liabilities arising hereunder or may close the sale in the same manner as if no such defect had been found. 13. The BUYER, to the extent permitted by Florida law, without waiver of sovereign immunity in tort, will indemnify, defend and hold SELLER harmless from any and all liability for bodily injury, death and property damage arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property prior to closing, and reimburse SELLER for all costs, expenses and loss, including attorney s fees, incurred by it in consequence of any claims, demands and causes of action which may be made or brought against it arising out of the BUYER S entry on and use of the above-referenced property. The SELLER holds the BUYER harmless from any and all liability to the subject property arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property. 14. BUYER has inspected the Property and accepts the Property in its as is condition, and BUYER has the right to make further inspections, but the SELLER is not obligated to, and will not, make or pay for any repairs or corrections 15. SELLER agrees to pay documentary stamps on the instrument of conveyance. BUYER agrees to pay for recording of the conveyance document(s). 16. BUYER, at BUYER S expense, within sixty (60) days after approval of this Agreement by BUYER'S Board of County Commissioners or not less than thirty (30) days before the closing, whichever occurs first, may obtain an Environmental Site Assessment (ESA), certified to the BUYER, on all of the Property. If the results of the Phase 1 ESA are unsatisfactory to BUYER, BUYER may terminate this Agreement within thirty (30) days after its receipt of the Phase 1 ESA by providing written notice of such termination to SELLER. If the Phase 1 ESA indicates that a Phase 2 ESA or other investigations should be conducted, the BUYER may, at its expense, conduct a PHASE 2 ESA. If the BUYER conducts a Phase 2 ESA, and the SELLER elects not to cure any problems, to the sole satisfaction of the BUYER, then the BUYER may terminate this Agreement. The BUYER may terminate this Agreement if BUYER determines, in BUYER s sole discretion, that the extent or cost of any remedial action is excessive. In order to accommodate the environmental consultant, Seller will provide reasonable access onto the Property, including access to the interior of any structures located on the Property. 4

17. If at any time between execution hereof and the closing, any environmental report obtained by either BUYER or SELLER discloses that there are hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants, including but not limited to those as defined by the Comprehensive Environmental Resource Compensation and Liability Act, 42 U.S.C. 9601 et. seg., as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seg., or any Florida Statute defining hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants (hereinafter collectively referred to as Contaminants ) on the Property, BUYER may terminate this Agreement and all rights and liabilities arising hereunder, or may close the sale in the same manner as if no such Contaminants had been found. The BUYER may also terminate this Agreement if the BUYER determines in its sole discretion that the extent of any remedial action is excessive. The SELLER warrants and represents to the BUYER that it is not aware of any Contaminants, as defined herein, deposited, located, placed or released on the Property. 18. SELLER shall, at Closing, deliver occupancy and possession of the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all personal items and trash from the Property. In the event there is any trash or junk material or structures on the Property, the BUYER will notify the SELLER thereof in writing, and the SELLER will remove all such trash and junk material or structures identified by the BUYER at SELLER S sole expense, prior to closing. Trash or junk will be defined as, but not limited to, abandoned automobiles, abandoned appliances, abandoned above or below ground storage tanks, metallic wastes, residential rubbish, farm equipment, deteriorated fence materials, dilapidated mobile homes, sheds, pole barns, machinery, or construction material. Prior to closing, at a mutually agreeable time, BUYER and SELLER shall perform a walk-through of the Property to confirm that no trash or junk material remains on the Property. 19. SELLER shall pay all ad valorem taxes, prorated ad valorem taxes, solid waste or other special assessments, street light assessment, if applicable, and tangible personal property taxes applicable, accruing up to and inclusive of the date of closing. If ad valorem taxes, for the year in which closing occurs, are not known, then taxes for the prior year shall be used for the purposes of the required prorations for the Property. The prorations at closing shall be final and there shall be no post-closing adjustment to same between BUYER and SELLER. 20. If SELLER is a corporation or other business entity, at the closing, SELLER shall furnish BUYER with SELLER'S Non-Foreign Corporate Affidavit required by Section 1445(b)(2) 5

of the United States Revenue Code to relieve BUYER from withholding any income or capital gains taxes on the purchase price. SELLER agrees to indemnify and hold BUYER harmless, for all fees and costs, including any attorney s fees, incurred by BUYER as a result of any misrepresentations, omissions or errors in SELLER'S Affidavit(s). 21. BUYER and SELLER represent and warrant to one another that neither has used the services of, or for any other reason owes compensation to, a licensed real estate broker in connection with this transaction, and BUYER will not be liable to SELLER or to SELLER'S agents or representatives, nor shall SELLER be liable to BUYER or to BUYER S agents or representatives, for any commissions, costs, or fees arising from or for the closing of the transaction contemplated by this Agreement. 22. BUYER will issue a check made payable to the closing agent for the total amount of the purchase price, plus all closing costs chargeable to the BUYER. The closing agent will disburse the net proceeds to SELLER, after disbursing all closing costs chargeable to the SELLER. 23. This contract shall be binding upon the parties hereto, their heirs, personal representatives, successors, and assigns insofar as the context hereof will permit. 24. This Agreement, including all exhibits attached hereto, embodies the complete and entire agreement between the parties regarding this transaction and supersedes all prior negotiations, agreements, and understandings relating thereto. This Agreement may not be varied or modified except by written agreement of both SELLER and BUYER. 25. No delay or omission in the exercise of any right or remedy accruing to SELLER or BUYER upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any other breach occurring before or after such breach. 26. This Agreement shall be construed under and in accordance with the laws of the State of Florida and venue for its enforcement shall be in Pasco County. 27. This Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. There may be duplicate originals of this Agreement, only one of which need be produced as evidence of the terms hereof. 28. If any date described herein falls on a Saturday, Sunday or government holiday that date shall be automatically extended to the next day that is not a Saturday, Sunday or government holiday. 29. Risk of loss or damage to the Property, or any part thereof, by fire or any other casualty will be on the SELLER up to the date of closing, and thereafter will be on the BUYER. 6

- -------- - --- ----... 30. Time is of the essence for this Agreement. 31. SELLER will comply with the disclosure requirements of Section 286.23, F.S. (disclosure of persons having a beneficial interest in the selling entity when real property is conveyed to a public agency), if applicable. 32. All notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and shall be hand delivered or sent by an overnight delivery service, or facsimile transmission, or via electronic mail (provided notice is sent to all recipients listed). Notice shall be deemed to have been given and received when personally served; on the day sent when notice is given by electronic mail or facsimile transmission (provided a confirmation receipt is maintained by the sender); and upon delivery when notice is given by overnight delivery service. Notices shall be given to the following addresses: As to SELLER: Attn: Address: Peter M. Lenhardt 2420 Kent Place ---'=-==--..;-"=~-=~------~ Clearwater, FL 33764-7559 ----'-... ="-;..;..=.;..= Email:.h=k=lp=ix:...:J@~a=o=l.c=o=m..._ As to BUYER: Attn: County Administrator Pasco County 8731 Citizens Drive, Suite 340 New Port Richey, FL 34654 Tel: 727-847-8115 Email: pcadmin@pascocountyfl.net With an electronic copy to: E-mail: jarodriguez@pascocountyfl.net 33. SELLER and BUYER each knowingly, voluntarily and intentionally waive any right each may have to a trial by jury of any claim, demand, action or cause of action, in connection with, or in any way related to, this Agreement. IN WITNESS WHEREOF, SELLER has caused this instrument to be executed in its name on this/%day of &/:ruuy, 2016. Witness: ~/ Sl::R s INITIALS 7 BUYER'S INITIALS

Print Name: IN WITNESS WHEREOF, Pasco County has caused this agreement to be duly executed in its name by its Board of County Commissioners acting by the Chairman of said Board, this day of, 2016. ATTEST: BY Paula S. O Neil, Ph.D. Clerk & Comptroller BOARD OF COUNTY COMMISSIONERS OF PASCO COUNTY, FLORIDA BY KATHRYN STARKEY Chairman 8

Exhibit A (Attach Legal Description) 9

AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Driving Range) THIS AGREEMENT, by and between PASCO COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners, the governing body thereof, hereinafter referred to as BUYER, and MAGNOLIA VALLEY LAND, LLC, hereinafter referred to as SELLER. W I T N E S S E T H: THE TOTAL PURCHASE PRICE is Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the Purchase Price ), payable in immediately available funds by the BUYER to the SELLER, subject to the following terms and conditions: 1. SELLER agrees to sell and convey to BUYER by Warranty Deed, and BUYER agrees to purchase the parcel(s)/property described in Exhibit A, attached hereto and by reference made a part hereof (hereinafter the Property ), consisting of approximately 8.32 acres. 2. The legal descriptions of the parcels shall be confirmed by survey, to BUYER's sole satisfaction. The Property is currently identified by Pasco County Property Appraiser Parcel ID Number(s) 34-25-16-0010-01500-0010. 3. SELLER hereby warrants it is the owner of the Property in fee simple and the Property is insurable. 4. The contract shall be closed and, subject to the satisfaction of all conditions precedent to SELLER s performance, the Deed and possession of the Property shall be transferred to BUYER on or before June 8, 2016 (Closing Date), unless extended by mutual agreement of the parties hereto. Upon execution of this Agreement by SELLER, SELLER s offer may not be revoked or rescinded until presented for formal consideration by the Pasco County Board of County Commissioners on or before March 8, 2016. In the event that this Agreement is not approved by the Pasco County Board of County Commissioners by said date, SELLER may terminate this Agreement by providing written notice to BUYER. 5. The Effective Date shall be the date upon which the Board of County Commissioners approves this Agreement, and the Chairman executes this Agreement. 6. This transaction is contingent upon the simultaneous closing of four other Sale and Purchase agreements entered into by the BUYER, on this same date, for the following parcels: 1

a. Parcel ID: 34-25-16-0010-01500-0000 (Golf Course and Clubhouse) and 34-25- 16-0010-03700-0000 (Holes 6 & 7) from LENHARDT MARION HOLDINGS, LLC. b. Parcel ID: 34-25-16-0010-03500-0000 (Maintenance Building) and 34-25-16-0780-00900-0010 (Irrigation Pump House / 7270 MAGNOLIA VALLEY DR) from MAGNOLIA VALLEY, LLC. c. Parcel ID: 34-25-16-0010-00900-0010 (Pump House) from DRAINAGE PUMPING SERVICES, INC. d. Parcel ID: 34-25-16-0010-05500-0030 (Commercial 5 acres) from The Multi Prop Land Trust dated June 13, 2013, Teresa Malke and Patrice Pittman, Co- Trustees. In the event that one or more SELLERS of the above-listed contracts is unable to close, BUYER shall have the option of terminating this contract, or at BUYER s sole discretion, proceeding to closing on this Agreement, without any further obligations or liability on any other contract. 7. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be subject to the County s satisfaction, in the County s sole discretion. 8. This Contract is contingent upon the County establishing a Municipal Service Benefit Unit (MSBU) or Municipal Service Taxing Unit (MSTU), for the special purpose of fully funding the purchase of the Property described in Exhibit A, on or before June 8, 2016, and there being no challenges to said MSBU/MSTU prior to closing. In the event the Board of County Commissioners elects not to adopt an MSBU/MSTU which fully funds this purchase, which the Board may elect for any reason whatsoever, then, at BUYER S election, BUYER may close on this Agreement, or BUYER may terminate this Agreement, and neither party shall have any further rights, obligations or liability hereunder. 9. As further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to be solely responsible for mowing the portions of the Property which the SELLER would be required to mow pursuant to the County s Land Development Code, from the effective date of this Agreement through the day of closing, or until 2

- -- -- ---- 30. Time is of the essence for this Agreement. 31. SELLER will comply with the disclosure requirements of Section 286.23, F.S. (disclosure of persons having a beneficial interest in the selling entity when real property is conveyed to a public agency), if applicable. 32. All notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and shall be hand delivered or sent by an overnight delivery service, or facsimile transmission, or via electronic mail (provided notice is sent to all recipients listed). Notice shall be deemed to have been given and received when personally served; on the day sent when notice is given by electronic mail or facsimile transmission (provided a confirmation receipt is maintained by the sender); and upon delivery when notice is given by overnight delivery service. Notices shall be given to the following addresses: --------------... ---..... As to SELLER: Attn: Peter M. Lenhardt Address: 2420 Kent... Place ----'~"-"-' ~-=---------~~~~ Clearwater. FL 33764-7559 Email: -----=h=k...,lp._i_x@~a_ol=.co=m"'"'-------------- As to BUYER: Attn: County Administrator Pasco County 8731 Citizens Drive, Suite 340 New Port Richey, FL 34654 Tel: 727-847-8115 Email: pcadmin@pascocountyfl.net With an electronic copy to: E-mail: jarodriguez@pascocountyfl.net 33. SELLER and BUYER each knowingly, voluntarily and intentionally waive any right each may have to a trial by jury of any claim, demand, action or cause of action, in connection with, or in any way related to, this Agreement. IN WITNESS WHEREOF, SELLER has caused this instrument to be executed in its name on this /jjday ot FehrtJ117. 2016. Witness: L 7 Print ame: Teresa L. Malke Title: Managing Member BUYER'S INITIALS

Exhibit A (Attach Legal Description) 9

AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Maintenance Building and Irrigation Pump) THIS AGREEMENT, by and between PASCO COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners, the governing body thereof, hereinafter referred to as BUYER, and MAGNOLIA VALLEY, LLC, hereinafter referred to as SELLER. W I T N E S S E T H: THE TOTAL PURCHASE PRICE is Nine Hundred Ninety-Nine and 00/100 Dollars ($999.00) (the Purchase Price ), payable in immediately available funds by the BUYER to the SELLER, subject to the following terms and conditions: 1. SELLER agrees to sell and convey to BUYER by Warranty Deed, and BUYER agrees to purchase the parcel(s)/property described in Exhibit A, attached hereto and by reference made a part hereof (hereinafter the Property ), consisting of approximately 7.0 acres. 2. The legal descriptions of the parcels shall be confirmed by survey, to BUYER's sole satisfaction. The Property is currently identified by Pasco County Property Appraiser Parcel ID Number(s) 34-25-16-0010-03500-0000 (Maintenance Building and Wastewater Tank) and 34-25-16-0780-00900-0010 (Irrigation Pump a/k/a 7270 MAGNOLIA VALLEY DR). 3. SELLER hereby warrants it is the owner of the Property in fee simple and the Property is insurable. 4. The contract shall be closed and, subject to the satisfaction of all conditions precedent to SELLER s performance, the Deed and possession of the Property shall be transferred to BUYER on or before June 8, 2016 (Closing Date), unless extended by mutual agreement of the parties hereto. Upon execution of this Agreement by SELLER, SELLER s offer may not be revoked or rescinded until presented for formal consideration by the Pasco County Board of County Commissioners on or before March 8, 2016. In the event that this Agreement is not approved by the Pasco County Board of County Commissioners by said date, SELLER may terminate this Agreement by providing written notice to BUYER. 5. The Effective Date shall be the date upon which the Board of County Commissioners approves this Agreement, and the Chairman executes this Agreement. 6. This transaction is contingent upon the simultaneous closing of four other Sale and Purchase agreements entered into by the BUYER, on this same date, for the following parcels: 1

a. Parcel ID: 34-25-16-0010-01500-0000 (Golf Course and Clubhouse) and 34-25- 16-0010-03700-0000 (Holes 6 & 7) from LENHARDT MARION HOLDINGS, LLC. b. Parcel ID: 34-25-16-0010-01500-0010 (Driving Range) from MAGNOLIA VALLEY LAND, LLC. c. Parcel ID: 34-25-16-0010-00900-0010 (Pump House) from DRAINAGE PUMPING SERVICES, INC. d. Parcel ID: 34-25-16-0010-05500-0030 (Commercial 5 acres) from The Multi Prop Land Trust dated June 13, 2013, Teresa Malke and Patrice Pittman, Co- Trustees. In the event that one or more SELLERS of the above-listed contracts is unable to close, BUYER shall have the option of terminating this contract, or at BUYER s sole discretion, proceeding to closing on this Agreement, without any further obligations or liability on any other contract. 7. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be subject to the County s satisfaction, in the County s sole discretion. 8. This Contract is contingent upon the County establishing a Municipal Service Benefit Unit (MSBU) or Municipal Service Taxing Unit (MSTU), for the special purpose of fully funding the purchase of the Property described in Exhibit A, on or before June 8, 2016, and there being no challenges to said MSBU/MSTU prior to closing. In the event the Board of County Commissioners elects not to adopt an MSBU/MSTU which fully funds this purchase, which the Board may elect for any reason whatsoever, then, at BUYER S election, BUYER may close on this Agreement, or BUYER may terminate this Agreement, and neither party shall have any further rights, obligations or liability hereunder. 9. As further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to be solely responsible for mowing the portions of the Property which the SELLER would be required to mow pursuant to the County s Land Development Code, from the effective date of this Agreement through the day of closing, or until this Agreement is terminated by either party, as provided by the terms and conditions of this Agreement. 2

10. Also as further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to fuel the diesel pump, as well as to reimburse DRAINAGE PUMP SERVICES, INC. for the cost of electricity for operating the electric pump, and to operate the pumps at their historic rates and water levels from the effective date of this Agreement through the day of closing, or until this Agreement is terminated by either party, as provided in this Agreement. To the extent the pumps or the pump house requires maintenance, BUYER may, in BUYER s sole discretion make repairs. 11. SELLER agrees to convey title to the Property to BUYER by warranty deed free and clear of all encumbrances, leases, liens, mortgages, or encumbrances not acceptable to BUYER, in BUYER's sole discretion. SELLER shall pay for a title insurance commitment issued by a Florida licensed title insurance company, agreeing to issue to BUYER, upon recording of the Deed, an owner's policy of title insurance in the amount of the purchase price, insuring BUYER'S title to the Property, subject only to liens, encumbrances, exceptions, or qualifications which shall be discharged by SELLER at or before closing. BUYER shall, prior to closing, notify SELLER, in writing, of any objections BUYER has to the title commitment. SELLER shall have a period of sixty (60) days after notification thereof within which to cure defects in the title, and the sale shall be closed within thirty (30) days after notice of such curing to BUYER. In the event SELLER is unsuccessful in curing such defects within the required time, or in the event that SELLER elects not to cure any such defects, BUYER shall have the option of either accepting title as is, or terminating this Agreement without penalty, and thereupon, BUYER and SELLER shall be released, as to one another, without further obligations under this Agreement. Title insurance shall be issued through a closing agent selected by BUYER. 12. Prior to closing, the Property may be surveyed by BUYER, at BUYER s expense. The legal description of the Property shall be amended and conformed to the survey and attached hereto as a replacement to Exhibit A, upon Buyer s approval, in Buyer s sole discretion. If the survey shows any encroachments on the Property or that the improvements located on the Property encroach on other lands, written notice thereof will be given to SELLER by BUYER within thirty (30) days from BUYER'S receipt of the survey, and SELLER will have the same time to remove such encroachments as allowed under this Agreement for the curing of defects in title. If SELLER fails to remove or cure said encroachments within said time, or in the event that SELLER elects not to cure any such defects in the survey that are timely objected to by BUYER, BUYER, at its option, may terminate this Agreement and all rights and liabilities 3

arising hereunder or may close the sale in the same manner as if no such defect had been found. 13. The BUYER, to the extent permitted by Florida law, without waiver of sovereign immunity in tort, will indemnify, defend and hold SELLER harmless from any and all liability for bodily injury, death and property damage arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property prior to closing, and reimburse SELLER for all costs, expenses and loss, including attorney s fees, incurred by it in consequence of any claims, demands and causes of action which may be made or brought against it arising out of the BUYER S entry on and use of the above-referenced property. The SELLER holds the BUYER harmless from any and all liability to the subject property arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property. 14. BUYER has inspected the Property and accepts the Property in its as is condition, and BUYER has the right to make further inspections, but the SELLER is not obligated to, and will not, make or pay for any repairs or corrections 15. SELLER agrees to pay documentary stamps on the instrument of conveyance. BUYER agrees to pay for recording of the conveyance document(s). 16. BUYER, at BUYER S expense, within sixty (60) days after approval of this Agreement by BUYER'S Board of County Commissioners or not less than thirty (30) days before the closing, whichever occurs first, may obtain an Environmental Site Assessment (ESA), certified to the BUYER, on all of the Property. If the results of the Phase 1 ESA are unsatisfactory to BUYER, BUYER may terminate this Agreement within thirty (30) days after its receipt of the Phase 1 ESA by providing written notice of such termination to SELLER. If the Phase 1 ESA indicates that a Phase 2 ESA or other investigations should be conducted, the BUYER may, at its expense, conduct a PHASE 2 ESA. If the BUYER conducts a Phase 2 ESA, and the SELLER elects not to cure any problems, to the sole satisfaction of the BUYER, then the BUYER may terminate this Agreement. The BUYER may terminate this Agreement if BUYER determines, in BUYER s sole discretion, that the extent or cost of any remedial action is excessive. In order to accommodate the environmental consultant, Seller will provide reasonable access onto the Property, including access to the interior of any structures located on the Property. 17. If at any time between execution hereof and the closing, any environmental report obtained by either BUYER or SELLER discloses that there are hazardous materials, 4

wastes or substances, toxic wastes or substances, pollutants or contaminants, including but not limited to those as defined by the Comprehensive Environmental Resource Compensation and Liability Act, 42 U.S.C. 9601 et. seg., as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seg., or any Florida Statute defining hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants (hereinafter collectively referred to as Contaminants ) on the Property, BUYER may terminate this Agreement and all rights and liabilities arising hereunder, or may close the sale in the same manner as if no such Contaminants had been found. The BUYER may also terminate this Agreement if the BUYER determines in its sole discretion that the extent of any remedial action is excessive. The SELLER warrants and represents to the BUYER that it is not aware of any Contaminants, as defined herein, deposited, located, placed or released on the Property. 18. SELLER shall, at Closing, deliver occupancy and possession of the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all personal items and trash from the Property. In the event there is any trash or junk material or structures on the Property, the BUYER will notify the SELLER thereof in writing, and the SELLER will remove all such trash and junk material or structures identified by the BUYER at SELLER S sole expense, prior to closing. Trash or junk will be defined as, but not limited to, abandoned automobiles, abandoned appliances, abandoned above or below ground storage tanks, metallic wastes, residential rubbish, farm equipment, deteriorated fence materials, dilapidated mobile homes, sheds, pole barns, machinery, or construction material. Prior to closing, at a mutually agreeable time, BUYER and SELLER shall perform a walk-through of the Property to confirm that no trash or junk material remains on the Property. 19. SELLER shall pay all ad valorem taxes, prorated ad valorem taxes, solid waste or other special assessments, street light assessment, if applicable, and tangible personal property taxes applicable, accruing up to and inclusive of the date of closing. If ad valorem taxes, for the year in which closing occurs, are not known, then taxes for the prior year shall be used for the purposes of the required prorations for the Property. The prorations at closing shall be final and there shall be no post-closing adjustment to same between BUYER and SELLER. 20. If SELLER is a corporation or other business entity, at the closing, SELLER shall furnish BUYER with SELLER'S Non-Foreign Corporate Affidavit required by Section 1445(b)(2) of the United States Revenue Code to relieve BUYER from withholding any income or capital gains taxes on the purchase price. SELLER agrees to indemnify and hold BUYER harmless, for 5

all fees and costs, including any attorney s fees, incurred by BUYER as a result of any misrepresentations, omissions or errors in SELLER'S Affidavit(s). 21. BUYER and SELLER represent and warrant to one another that neither has used the services of, or for any other reason owes compensation to, a licensed real estate broker in connection with this transaction, and BUYER will not be liable to SELLER or to SELLER'S agents or representatives, nor shall SELLER be liable to BUYER or to BUYER S agents or representatives, for any commissions, costs, or fees arising from or for the closing of the transaction contemplated by this Agreement. 22. BUYER will issue a check made payable to the closing agent for the total amount of the purchase price, plus all closing costs chargeable to the BUYER. The closing agent will disburse the net proceeds to SELLER, after disbursing all closing costs chargeable to the SELLER. 23. This contract shall be binding upon the parties hereto, their heirs, personal representatives, successors, and assigns insofar as the context hereof will permit. 24. This Agreement, including all exhibits attached hereto, embodies the complete and entire agreement between the parties regarding this transaction and supersedes all prior negotiations, agreements, and understandings relating thereto. This Agreement may not be varied or modified except by written agreement of both SELLER and BUYER. 25. No delay or omission in the exercise of any right or remedy accruing to SELLER or BUYER upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any other breach occurring before or after such breach. 26. This Agreement shall be construed under and in accordance with the laws of the State of Florida and venue for its enforcement shall be in Pasco County. 27. This Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. There may be duplicate originals of this Agreement, only one of which need be produced as evidence of the terms hereof. 28. If any date described herein falls on a Saturday, Sunday or government holiday that date shall be automatically extended to the next day that is not a Saturday, Sunday or government holiday. 29. Risk of loss or damage to the Property, or any part thereof, by fire or any other casualty will be on the SELLER up to the date of closing, and thereafter will be on the BUYER. 30. Time is of the essence for this Agreement. 6

31. SELLER will comply with the disclosure requirements of Section 286.23, F.S. (disclosure of persons having a beneficial interest in the selling entity when real property is conveyed to a public agency), if applicable. 32. All notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and shall be hand delivered or sent by an overnight delivery service, or facsimile transmission, or via electronic mail (provided notice is sent to all recipients listed). Notice shall be deemed to have been given and received when personally served; on the day sent when notice is given by electronic mail or facsimile transmission (provided a confirmation receipt is maintained by the sender); and upon delivery when notice is given by overnight delivery service. Notices shall be given to the following addresses: ---... ---""'--'--.-.=--="'-='--~~-~- As to SELLER: Attn: Peter M. Lenhardt Address: ---=2:..:4=2=0...:...K=e..:...:.nt:::..:P'"""l=ac=e~----- Clearwater. FL 33764-7559 Email:...h... k... lp ix...,@...,.a... o... l.c o m As to BUYER: Attn: County Administrator Pasco County 8731 Citizens Drive, Suite 340 New Port Richey, FL 34654 Tel: 727-847-8115 Email: pcadmin@pascocountyfl.net With an electronic copy to: E-mail: jarodriguez@pascocountyfl.net 33. SELLER and BUYER each knowingly, voluntarily and intentionally waive any right each may have to a trial by jury of any claim, demand, action or cause of action, in connection with, or in any way related to, this Agreement. IN w17q.ss W~~LLER has caused this instrument to be executed in its name on this. day of~. 2016. SELLER: MAGNOLIA VALLEY, LLC By: Magnolia Valley Development Corporation. _1{_ SELLER'S INITIALS iibmara: 7 BUYER'S INffiALS

Witness: Print Name: By: Peter M. Lenhardt Title: President IN WITNESS WHEREOF, Pasco County has caused this agreement to be duly executed in its name by its Board of County Commissioners acting by the Chairman of said Board, this day of, 2016. ATTEST: BY Paula S. O Neil, Ph.D. Clerk & Comptroller BOARD OF COUNTY COMMISSIONERS OF PASCO COUNTY, FLORIDA BY KATHRYN STARKEY Chairman 8

Exhibit A (Attach Legal Description) 9

AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Pump House) THIS AGREEMENT, by and between PASCO COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners, the governing body thereof, hereinafter referred to as BUYER, and DRAINAGE PUMPING SERVICES, INC., hereinafter referred to as SELLER. W I T N E S S E T H: THE TOTAL PURCHASE PRICE is One and 00/100 Dollars ($1.00) (the Purchase Price ), payable in immediately available funds by the BUYER to the SELLER, subject to the following terms and conditions: 1. SELLER agrees to sell and convey to BUYER by Warranty Deed, and BUYER agrees to purchase the parcel(s)/property described in Exhibit A, attached hereto and by reference made a part hereof (hereinafter the Property ), consisting of approximately 0.04 acres. 2. The legal descriptions of the parcels shall be confirmed by survey, to BUYER's sole satisfaction. The Property is currently identified by Pasco County Property Appraiser Parcel ID Number(s) 34-25-16-0010-00900-0010. 3. SELLER hereby warrants it is the owner of the Property in fee simple and the Property is insurable. 4. The contract shall be closed and, subject to the satisfaction of all conditions precedent to SELLER s performance, the Deed and possession of the Property shall be transferred to BUYER on or before June 8, 2016 (Closing Date), unless extended by mutual agreement of the parties hereto. Upon execution of this Agreement by SELLER, SELLER s offer may not be revoked or rescinded until presented for formal consideration by the Pasco County Board of County Commissioners on or before March 8, 2016. In the event that this Agreement is not approved by the Pasco County Board of County Commissioners by said date, SELLER may terminate this Agreement by providing written notice to BUYER. 5. The Effective Date shall be the date upon which the Board of County Commissioners approves this Agreement, and the Chairman executes this Agreement. 6. This transaction is contingent upon the simultaneous closing of four other Sale and Purchase agreements entered into by the BUYER, on this same date, for the following parcels: 1

a. Parcel ID: 34-25-16-0010-01500-0000 (Golf Course and Clubhouse) and 34-25- 16-0010-03700-0000 (Holes 6 & 7) from LENHARDT MARION HOLDINGS, LLC. b. Parcel ID: 34-25-16-0010-01500-0010 (Driving Range) from MAGNOLIA VALLEY LAND, LLC. c. Parcel ID: 34-25-16-0010-03500-0000 (Maintenance Building) and 34-25-16-0780-00900-0010 (Irrigation Pump House / 7270 MAGNOLIA VALLEY DR) from MAGNOLIA VALLEY, LLC. d. Parcel ID: 34-25-16-0010-05500-0030 (Commercial 5 acres) from The Multi Prop Land Trust dated June 13, 2013, Teresa Malke and Patrice Pittman, Co- Trustees. In the event that one or more SELLERS of the above-listed contracts is unable to close, BUYER shall have the option of terminating this contract, or at BUYER s sole discretion, proceeding to closing on this Agreement, without any further obligations or liability on any other contract. 7. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be subject to the County s satisfaction, in the County s sole discretion. 8. This Contract is contingent upon the County establishing a Municipal Service Benefit Unit (MSBU) or Municipal Service Taxing Unit (MSTU), for the special purpose of fully funding the purchase of the Property described in Exhibit A, on or before June 8, 2016, and there being no challenges to said MSBU/MSTU prior to closing. In the event the Board of County Commissioners elects not to adopt an MSBU/MSTU which fully funds this purchase, which the Board may elect for any reason whatsoever, then, at BUYER S election, BUYER may close on this Agreement, or BUYER may terminate this Agreement, and neither party shall have any further rights, obligations or liability hereunder. 9. As further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to be solely responsible for mowing the portions of the Property which the SELLER would be required to mow pursuant to the County s Land Development Code, from the effective date of this Agreement through the day of closing, or until 2

30. Time is of the essence for this Agreement. 31. SELLER will comply with the disclosure requirements of Section 286.23, F.S. (disclosure of persons having a beneficial interest in the selling entity when real property is conveyed to a public agency), if applicable. 32. All notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and shall be hand delivered or sent by an overnight delivery service, or facsimile transmission, or via electronic mail (provided notice is sent to all recipients listed). Notice shall be deemed to have been given and received when personally served; on the day sent when notice is given by electronic mail or facsimile transmission (provided a confirmation receipt is maintained by the sender); and upon delivery when notice is given by overnight delivery service. Notices shall be given to the following addresses: As to SELLER: Attn: Peter M. Lenhardt _,_...,.--...;..'"'"'--'~--=-...-...------- Address: 2420 Kent Place ~-----------------------~ Clearwater, FL 33764-7559 Email: h k"'"'lp"""ix_.@._.._a... o... l.c o m As to BUYER: Attn: County Administrator Pasco County 8731 Citizens Drive, Suite 340 New Port Richey, FL 34654 Tel: 727-847-8115 Email: pcadmin@pascocountyfl.net With an electronic copy to: E-mail: jarodriguez@pascocountyfl.net 33. SELLER and BUYER each knowingly, voluntarily and intentionally waive any right each may have to a trial by jury of any claim, demand, action or cause of action, in connection with, or in any way related to, this Agreement. IN WITNESS WH~EOF, SELLER has caused this instrument to be name on this -i4 day of f-d/:, 2016. SELLER:?51 r;; p. fv\. L"' ft) I~ ;\ [\ V \ DRAINAGE PUMPING SERVICES, INC. Print Name: Peter M. Lenhardt Title: President SELLER'S INITIALS 7 BUYER'S INITIALS

Exhibit A A portion of the following parcel, being 0.04 acre: 9

AGREEMENT FOR SALE AND PURCHASE OF INTEREST IN PROPERTY (Magnolia Valley Five Commercial Acres) THIS AGREEMENT, by and between PASCO COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners, the governing body thereof, hereinafter referred to as BUYER, and The Multi Prop Land Trust dated June 13, 2013, Teresa Malke and Patrice Pittman, Co-Trustees, hereinafter referred to as SELLER. W I T N E S S E T H: THE TOTAL PURCHASE PRICE is Forty-Nine Thousand and 00/100 Dollars ($49,000.00) (the Purchase Price ), payable in immediately available funds by the BUYER to the SELLER, subject to the following terms and conditions: 1. SELLER agrees to sell and convey to BUYER by Warranty Deed, and BUYER agrees to purchase the parcel(s)/property described in Exhibit A, attached hereto and by reference made a part hereof (hereinafter the Property ), consisting of approximately 5.31 acres. 2. The legal descriptions of the parcels shall be confirmed by survey, to BUYER's sole satisfaction. The Property is currently identified by Pasco County Property Appraiser Parcel ID Number(s) 34-25-16-0010-05500-0030. 3. SELLER hereby warrants it is the owner of the Property in fee simple and the Property is insurable. 4. The contract shall be closed and, subject to the satisfaction of all conditions precedent to SELLER s performance, the Deed and possession of the Property shall be transferred to BUYER on or before June 8, 2016 (Closing Date), unless extended by mutual agreement of the parties hereto. Upon execution of this Agreement by SELLER, SELLER s offer may not be revoked or rescinded until presented for formal consideration by the Pasco County Board of County Commissioners on or before March 8, 2016. In the event that this Agreement is not approved by the Pasco County Board of County Commissioners by said date, SELLER may terminate this Agreement by providing written notice to BUYER. 5. The Effective Date shall be the date upon which the Board of County Commissioners approves this Agreement, and the Chairman executes this Agreement. 6. This transaction is contingent upon the simultaneous closing of four other Sale and Purchase agreements entered into by the BUYER, on this same date, for the following parcels: 1

a. Parcel ID: 34-25-16-0010-01500-0000 (Golf Course and Clubhouse) and 34-25- 16-0010-03700-0000 (Holes 6 & 7) from LENHARDT MARION HOLDINGS, LLC. b. Parcel ID: 34-25-16-0010-01500-0010 (Driving Range) from MAGNOLIA VALLEY LAND, LLC. c. Parcel ID: 34-25-16-0010-03500-0000 (Maintenance Building) and 34-25-16-0780-00900-0010 (Irrigation Pump House / 7270 MAGNOLIA VALLEY DR) from MAGNOLIA VALLEY, LLC. d. Parcel ID: 34-25-16-0010-00900-0010 (Pump House) from DRAINAGE PUMPING SERVICES, INC. In the event that one or more SELLERS of the above-listed contracts is unable to close, BUYER shall have the option of terminating this contract, or at BUYER s sole discretion, proceeding to closing on this Agreement, without any further obligations or liability on any other contract. 7. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be subject to the County s satisfaction, in the County s sole discretion. 8. This Contract is contingent upon the County establishing a Municipal Service Benefit Unit (MSBU) or Municipal Service Taxing Unit (MSTU), for the special purpose of fully funding the purchase of the Property described in Exhibit A, on or before June 8, 2016, and there being no challenges to said MSBU/MSTU prior to closing. In the event the Board of County Commissioners elects not to adopt an MSBU/MSTU which fully funds this purchase, which the Board may elect for any reason whatsoever, then, at BUYER S election, BUYER may close on this Agreement, or BUYER may terminate this Agreement, and neither party shall have any further rights, obligations or liability hereunder, 9. This contract is contingent upon the County receiving conceptual and operational permits from the Southwest Florida Water Management District, as well as prevailing in any permit challenges, for the operation of the existing pumps, or equivalent pumps, at the historic rate at which the pumps have operated, and maintaining the water level on the Property at elevation 2.65 (NAVD) or below. County shall be solely responsible for the cost of obtaining the permits, including application fees and design costs. The permits, terms and status shall be 2

subject to the County s satisfaction, in the County s sole discretion and neither party shall have any further rights, obligations or liability hereunder. 10. Also as further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to fuel the diesel pump, as well as to reimburse DRAINAGE PUMP SERVICES, INC. for the cost of electricity for operating the electric pump, and to operate the pumps at their historic rates and water levels from the effective date of this Agreement through the day of closing, or until this Agreement is terminated by either party, as provided in this Agreement. To the extent the pumps or the pump house requires maintenance, BUYER may, in BUYER s sole discretion make repairs. 11. Also as further consideration for a closing subject to the County obtaining a permit, as described above, BUYER agrees to fuel, operate and maintain the pumps at their historic rates and water levels from the effective date of this Agreement through the day of closing, or until this Agreement is terminated by either party, as provided in this Agreement. 12. SELLER agrees to convey title to the Property to BUYER by warranty deed free and clear of all encumbrances, leases, liens, mortgages, or encumbrances not acceptable to BUYER, in BUYER's sole discretion. SELLER shall pay for a title insurance commitment issued by a Florida licensed title insurance company, agreeing to issue to BUYER, upon recording of the Deed, an owner's policy of title insurance in the amount of the purchase price, insuring BUYER'S title to the Property, subject only to liens, encumbrances, exceptions, or qualifications which shall be discharged by SELLER at or before closing. BUYER shall, prior to closing, notify SELLER, in writing, of any objections BUYER has to the title commitment. SELLER shall have a period of sixty (60) days after notification thereof within which to cure defects in the title, and the sale shall be closed within thirty (30) days after notice of such curing to BUYER. In the event SELLER is unsuccessful in curing such defects within the required time, or in the event that SELLER elects not to cure any such defects, BUYER shall have the option of either accepting title as is, or terminating this Agreement without penalty, and thereupon, BUYER and SELLER shall be released, as to one another, without further obligations under this Agreement. Title insurance shall be issued through a closing agent selected by BUYER. 13. Prior to closing, the Property may be surveyed by BUYER, at BUYER s expense. The legal description of the Property shall be amended and conformed to the survey and attached hereto as a replacement to Exhibit A, upon Buyer s approval, in Buyer s sole discretion. If the survey shows any encroachments on the Property or that the improvements located on the Property encroach on other lands, written notice thereof will be given to SELLER 3

by BUYER within thirty (30) days from BUYER'S receipt of the survey, and SELLER will have the same time to remove such encroachments as allowed under this Agreement for the curing of defects in title. If SELLER fails to remove or cure said encroachments within said time, or in the event that SELLER elects not to cure any such defects in the survey that are timely objected to by BUYER, BUYER, at its option, may terminate this Agreement and all rights and liabilities arising hereunder or may close the sale in the same manner as if no such defect had been found. 14. The BUYER, to the extent permitted by Florida law, without waiver of sovereign immunity in tort, will indemnify, defend and hold SELLER harmless from any and all liability for bodily injury, death and property damage arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property prior to closing, and reimburse SELLER for all costs, expenses and loss, including attorney s fees, incurred by it in consequence of any claims, demands and causes of action which may be made or brought against it arising out of the BUYER S entry on and use of the above-referenced property. The SELLER holds the BUYER harmless from any and all liability to the subject property arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property. 15. BUYER has inspected the Property and accepts the Property in its as is condition, and BUYER has the right to make further inspections, but the SELLER is not obligated to, and will not, make or pay for any repairs or corrections 16. BUYER, to the extent permitted by Florida law, without waiver of sovereign immunity in tort, will indemnify, defend and hold SELLER harmless from any and all liability for bodily injury, death and property damage arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property prior to closing, and reimburse SELLER for all costs, expenses and loss, including attorney s fees, incurred by it in consequence of any claims, demands and causes of action which may be made or brought against it arising out of the BUYER S entry on and use of the above-referenced property. The SELLER holds the BUYER harmless from any and all liability to the subject property arising out of or in any way connected with the BUYER S entry on and use of the above-referenced property. 17. BUYER has inspected the Property and accepts the Property in its as is condition, and BUYER has the right to make further inspections, but the SELLER is not obligated to, and will not, make or pay for any repairs or corrections. 4

18. SELLER agrees to pay documentary stamps on the instrument of conveyance. BUYER agrees to pay for recording of the conveyance document(s). 19. BUYER, at BUYER S expense, within sixty (60) days after approval of this Agreement by BUYER'S Board of County Commissioners or not less than thirty (30) days before the closing, whichever occurs first, may obtain an Environmental Site Assessment (ESA), certified to the BUYER, on all of the Property. If the results of the Phase 1 ESA are unsatisfactory to BUYER, BUYER may terminate this Agreement within thirty (30) days after its receipt of the Phase 1 ESA by providing written notice of such termination to SELLER. If the Phase 1 ESA indicates that a Phase 2 ESA or other investigations should be conducted, the BUYER may, at its expense, conduct a PHASE 2 ESA. If the BUYER conducts a Phase 2 ESA, and the SELLER elects not to cure any problems, to the sole satisfaction of the BUYER, then the BUYER may terminate this Agreement. The BUYER may terminate this Agreement if BUYER determines, in BUYER s sole discretion, that the extent or cost of any remedial action is excessive. In order to accommodate the environmental consultant, Seller will provide reasonable access onto the Property, including access to the interior of any structures located on the Property. 20. If at any time between execution hereof and the closing, any environmental report obtained by either BUYER or SELLER discloses that there are hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants, including but not limited to those as defined by the Comprehensive Environmental Resource Compensation and Liability Act, 42 U.S.C. 9601 et. seg., as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seg., or any Florida Statute defining hazardous materials, wastes or substances, toxic wastes or substances, pollutants or contaminants (hereinafter collectively referred to as Contaminants ) on the Property, BUYER may terminate this Agreement and all rights and liabilities arising hereunder, or may close the sale in the same manner as if no such Contaminants had been found. The BUYER may also terminate this Agreement if the BUYER determines in its sole discretion that the extent of any remedial action is excessive. The SELLER warrants and represents to the BUYER that it is not aware of any Contaminants, as defined herein, deposited, located, placed or released on the Property. 21. SELLER shall, at Closing, deliver occupancy and possession of the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all personal items and trash from the Property. In the event there is any trash or junk 5

material or structures on the Property, the BUYER will notify the SELLER thereof in writing, and the SELLER will remove all such trash and junk material or structures identified by the BUYER at SELLER S sole expense, prior to closing. Trash or junk will be defined as, but not limited to, abandoned automobiles, abandoned appliances, abandoned above or below ground storage tanks, metallic wastes, residential rubbish, farm equipment, deteriorated fence materials, dilapidated mobile homes, sheds, pole barns, machinery, or construction material. Prior to closing, at a mutually agreeable time, BUYER and SELLER shall perform a walk-through of the Property to confirm that no trash or junk material remains on the Property. 22. SELLER shall pay all ad valorem taxes, prorated ad valorem taxes, solid waste or other special assessments, street light assessment, if applicable, and tangible personal property taxes applicable, accruing up to and inclusive of the date of closing. If ad valorem taxes, for the year in which closing occurs, are not known, then taxes for the prior year shall be used for the purposes of the required prorations for the Property. The prorations at closing shall be final and there shall be no post-closing adjustment to same between BUYER and SELLER. 23. If SELLER is a corporation or other business entity, at the closing, SELLER shall furnish BUYER with SELLER'S Non-Foreign Corporate Affidavit required by Section 1445(b)(2) of the United States Revenue Code to relieve BUYER from withholding any income or capital gains taxes on the purchase price. SELLER agrees to indemnify and hold BUYER harmless, for all fees and costs, including any attorney s fees, incurred by BUYER as a result of any misrepresentations, omissions or errors in SELLER'S Affidavit(s). 24. BUYER and SELLER represent and warrant to one another that neither has used the services of, or for any other reason owes compensation to, a licensed real estate broker in connection with this transaction, and BUYER will not be liable to SELLER or to SELLER'S agents or representatives, nor shall SELLER be liable to BUYER or to BUYER S agents or representatives, for any commissions, costs, or fees arising from or for the closing of the transaction contemplated by this Agreement. 25. BUYER will issue a check made payable to the closing agent for the total amount of the purchase price, plus all closing costs chargeable to the BUYER. The closing agent will disburse the net proceeds to SELLER, after disbursing all closing costs chargeable to the SELLER. 26. This contract shall be binding upon the parties hereto, their heirs, personal representatives, successors, and assigns insofar as the context hereof will permit. 6

27. This Agreement, including all exhibits attached hereto, embodies the complete and entire agreement between the parties regarding this transaction and supersedes all prior negotiations, agreements, and understandings relating thereto. This Agreement may not be varied or modified except by written agreement of both SELLER and BUYER. 28. No delay or omission in the exercise of any right or remedy accruing to SELLER or BUYER upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any other breach occurring before or after such breach. 29. This Agreement shall be construed under and in accordance with the laws of the State of Florida and venue for its enforcement shall be in Pasco County. 30. This Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. There may be duplicate originals of this Agreement, only one of which need be produced as evidence of the terms hereof. 31. If any date described herein falls on a Saturday, Sunday or government holiday that date shall be automatically extended to the next day that is not a Saturday, Sunday or government holiday. 32. Risk of loss or damage to the Property, or any part thereof, by fire or any other casualty will be on the SELLER up to the date of closing, and thereafter will be on the BUYER. 33. Time is of the essence for this Agreement. 34. SELLER will comply with the disclosure requirements of Section 286.23, F.S. (disclosure of persons having a beneficial interest in the selling entity when real property is conveyed to a public agency), if applicable. 35. All notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and shall be hand delivered or sent by an overnight delivery service, or facsimile transmission, or via electronic mail (provided notice is sent to all recipients listed). Notice shall be deemed to have been given and received when personally served; on the day sent when notice is given by electronic mail or facsimile transmission (provided a confirmation receipt is maintained by the sender); and upon delivery when notice is given by overnight delivery service. Notices shall be given to the following addresses: As to SELLER: Attn: Address: Email: Peter M. Lenhardt 2420 Kent Place Clearwater, FL 33764-7559 hklpix@aol.com 7

Wrth an electronic copy to: E-mail: jarodriguez@pascocountyfl.net 36. SELLER and BUYER each knowingly, voluntarily and intentionally waive any right each may have to a trial by jury of any claim, demand, action or cause of action, in connection with, or in any way related to, this Agreement. IN WITNESS WHEREOF, SELLER has caused this instrument to be executed in its name. on this f1!i. day of Ji~riu.vy. 2016. SELLER: Witness: Witness: IN WITNESS WHEREOF, Pasco County has caused this agreement to be duly executed in its name by its Board of County Commissioners acting by the Chairman of said Board, this day of, 2016. ATTEST: BY Paula S. O' Neil, Ph.D. Clerk & Comptroller BOARD OF COUNTY COMMISSIONERS OF PASCO COUNTY, FLORIDA KATHRYN STARKEY Chairman 8 BUYER'S INITIALS

Exhibit A (Attach Legal Description) 10