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WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP - FRIENDLY VILLAGE OF KAPOK MOBILE HOME PARK
• L UTZ, WIEBB, B OB O &EASTMAN Attorneys at Law J. ALLEN BOBO JOHN R. DUNHAM, III SARASOTA OFFICE: DAVID D. EASTMAN ONE SARASOTA TOWER JODY B. GABEL TWO NORTH TAMIAMI TRAIL CAROL S. GRONDZIK FIFTH FLOOR MARY R. HAWK SARASOTA, FLORIDA 34236 H. ROGER LUTZ CHARLES W, TELFAIR, IV TELEPHONE: (941) 951-1800 RICHARD S. WEBB, IV TOLL FREE: (877) 951-1800 FAX: (941) 366-1603 April 26, 2002 Via Federal Express Paul Richard Hull Assistant City Attorney City of Clearwater, Florida 112 South Osceola Avenue Clearwater, Florida 33756 Re: Friendly Village of Kapok MHC Dear Mr. Hull: TALLAHASSEE OFFICE: 2155 DELTA BOULEVARD SUITE 2108 TALLAHASSEE, FL 32303 TELEPHONE: (850) 521-0890 TOLL FREE: (877) 521-0890 FAX: (850) 521-0891 PLEASE REPLY TO: SARASOTA RECEIVED APR 3 0 2002 CITY ATTORNEY We have enclosed the following executed closing documents relative to the above-referenced property: 1. Assignment and Assumption of Leases; 2. Bill of Sale and General Assignment; 3. Bill of Sale [for mobile homes]; 4. Owner's Affidavit; 5. Certification of Rent Roll; 6. Non-Foreign Affidavit; 7. Affidavit of Compliance with :Florida Statutes Section 723.071; 8. Affidavit of General Partner of Wolverine Property Investment Limited Partnership; 9. Special Bulletin [Notice to Tenants]; 10. 1099-S Form; 11. Buyer's Closing Statement; 12. Warranty Deed (copy); and 13. Original Certificates of Title for the following lots: a. 590 b. 517 C. 570 d. 586 e. 625 f. 442 g. 581 h. 588 (together with decal and registration) i. 129 j. 443 k. 505 1. 539 Paul Richard Hull • Assistant City Attorney City of Clearwater, Florida April 26, 2002 Page -2- m. 149 n. 148 o. 441 p. 137 q. 221(together with decal and registration) We have also enclosed our trust account check no. in the amount of $43.73 representing interest accrued on the $100,000.00 deposit monies. Upon receipt of the recorded Warranty Deed, we will update title and issue the owner's title policy and forward same to you. Please call if you should have any questions. Sincerel , GG+- onnie R. Qui ey brq //Paralegal Encs. I:\RSW\RI4PTricndly Village\Hull-final docs-04-24-02.wpd '- LUTZ; weBB & BoBO, P 3784 TRUSTACCOUNT TWO NORTH TAMIAMI TRAIL • SUITE 500 • SARASLORIDA 34236 TELEPHONE: (941) 951-1800 DATE 04/24/02 CHECK # 3784 AMOUNT 43.73 PAY THE ********************Forty Three and 73/100 AMOUNT OF DOLLARS &AB.ASOTA 2 N. TAMIAMI TR. P BANK SARASOTA, FL 34236 A City of Clearwater, Florida 63-1405/631 Y TWO SIGNATURES REQUIRED F AMOUNTS 00.00 T Y / 0 9S 4 VJ cG S J 05 11'00378411' 1:0631140561: 100098611' LUTZ, WEBB & BOBO, P.A. TRUSTACCOUNT MATTER #AND NAME 30 Friendly Vil.-sale to City of Clearwa CHECK DATE: 04/24/02 CHECK #: 3784 CLIENT # & NAME 11002 RHP Properties CK 3784 G/L# V AMOUNT 11110 1 . 43.73 43.73 3784 DATE 04/24/02 J RSW REORDER FROM YOUR LOCAL SAFEGUARD DISTRIBUTOR. IF UNKNOWN, CALL 800.523.2422 11Po1 0139.00 L98SF033140 ?38fCgUe1'd. .irFiou,:n ;?:u -k;snauu :?,n This instrument prepared by: Richard S. Webb, IV, Esquire Lutz, Webb & Bobo, P.A. one Sarasota Tower, Suite 500 2 North Tamiami Trail Sarasota, Florida 34236 Telephone: (941) 951-1800 WARRANTY DEED THIS INDENTURE, made this I Ct4 day of April, 2002, BETWEEN WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, whose post office address is 31550 Northwestern Highway, Suite 1110, Farmington Hills, Michigan 48334, Grantor(s) and CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida whose post office address is P.O. Box 4748, Clearwater, Florida 34618-4748, Grantee(s), WITNESSETH, that said Grantor(s), for and in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable considerations to said Grantor(s) in hand paid by said Grantee(s), the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said Grantee(s), and Grantee's heirs and assigns forever, the following described land, situate, lying and being in Pinellas County, Florida, to-wit: See Exhibit "A" attached hereto and made a part hereof. Parcel I.D. No. 08/29/16/00000/410/0200 together with improvements, if any, located on such land (such land and improvements being collectively referred to as the "Property"). This conveyance is made and accepted subject to taxes accruing subsequent to January 1, 2002 and subsequent years, zoning and other applicable governmental statutes, ordinances, rules and regulations pertaining to the use or operation of the Property and matters shown in Exhibit "B" attached hereto and made a part hereof, none of which shall be reimposed hereby. To Have and to Hold the Property, together with all and singular the rights and appurtenances pertaining thereto, including all of Grantor's right, title and interest in and to adjacent streets, alleys and rights-of-way, subject to the foregoing exceptions, unto Grantee and Grantee's heirs, successors and assigns forever. Grantor do hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever, -1- / r u C? By acceptance of this Warranty Deed, Grantee agrees to and accepts all of the foregoing matters. IN WITNESS WHEREOF, the Grantor has caused these presents to be executed on the day and year first above written. Signed, sealed and delivered in the presence of WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me this day of April, 2002 by Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership, on behalf of the limited partnership t/ who is personally known to me, 4?V'C?A. 11my PPrini:-Yf (-krcc4} r By: Wolverine Investors, LLC, a Michigan limited liabil' pany By: Ros ch, as its Manager as identification who has produced and who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed on behalf of the limited partnership. Print 1 ?6??? ?. H--:VfLTKaPF State o Michigan at Large (Seal) My Commission Expires: 4-(3 _ aODL [#345754 v1 - Warranty Deed) [04/19/02BLM] EXHIBIT "A" LEGAL DESCRIPTION That part of the Northeast 1 /4 of the Southeast 1 /4 of Section 8, Township 29 South, Range 16 East, Pinellas County, Florida, lying South and East of the Tampa and Gulf Coast Railroad Right-of-way, Less the following described parcel: From the Northeast corner of the Southeast 1/4 of said Section 8 run South 00° 14'20" West along the section line 363.0 feet for a Point of Beginning; thence continue along the section line 230.0 feet; thence North 89" 20'32" West 283.0 feet; thence North 27" 17'14" East 257.28 feet; thence South 89° 20'32" East 166 feet to the Point of Beginning, being further described as: That part of the Northeast 1/4 of the Northeast 1/4 of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, lying South and East of the S.A.L. Railroad and further described as follows: Begin at the Northeast corner of the Southeast 1/4 of Section 8, Township 29 South, Range 1.6 East, run thence South 00° 14'20" West along the section line 363.0 feet; thence North 89° 20'32" West 166.0 feet; thence South 27" 1714" West 257.28 feet; thence South 89° 20'32" East 283.0 feet to the section line; thence South 00° 14'20" West along the Section line 741.70 feet; thence North 89° 35'58" West along the 40 acre line 1384.74 feet; thence North 00° 50'31" East 1048.83 feet to the Southerly right-of-way line of the S.A.L. Railroad; thence along a curve to the left along the Southerly right-of-way of said S.A.L. Railroad, whose chord bears North 72° 44'22" East, chord 943.56 feet, arc 969.91 feet and radius 1196.28 feet to the East-West centerline of said Section 8; thence South 89° 33'16" East along the East-West centerline of said Section 8 473.80 feet to the Point of Beginning. Being more particularly described as follows: That part of the Northeast 1/4 of the Northeast 1/4 of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, lying South and East of the S.A.L. Railroad and further described as follows: Begin at the Northeast corner of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, run thence South 00° 13'48" West along the section line 362.97 feet; thence North 89° 20'08" West 166.09 feet; thence South 27° 17'20" West 257.33 feet; thence South 89°20'22" East 283.06 feet to the section line; thence South 00° 14'21" West along the section line 741.67 feet; thence North 89" 35'58" West along the 40 acre line, 1385.87 feet; thence North 00° 54'25" East 1049.20 feet to the Southerly right-of-way line of the S.A.L. Railroad; thence along a curve to the left along the Southerly right-of-way of said S.A.L. Railroad, whose chord bears North 72° 46'01" East, chord 943.25 feet, arc 969.58 feet and radius 1196.28 feet to the East-West centerline of said Section 8; thence South 89° 34'14" East along the East-West centerline of said Section 8 473.90 feet to the Point of Beginning. -3- 0 0 EXHIBIT "B" TO WARRANTY DEED Taxes or assessments for the year 2002 and subsequent years, which are not yet due and payable. 2. Parties in possession under written and oral unrecorded leases, as tenants only. 3. Easement granted to Florida Power Corporation from Frederick C. Stelzer and Sophie M. Stelzer, his wife, and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated June 30, 1964, recorded June 27, 1964 in Official Records Book 1973, Page 19, (distribution system for transmission of electricity), Pinellas County, Florida. 4. Easement granted to City of Clearwater, Florida, from Frederick C. Stelzer and Sophie M. Stelzer, his wife and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated June 9, 1967 recorded June 23, 1967 in Official Records Book 2625, Page 731 (sanitary sewer), Pinellas County, Florida. 5. Easement granted to Pinellas County from Frederick C. Stelzer and Sophie M. Stelzer, his wife and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated July 24, 1967, recorded August 4, 1967 in Official Records Book 2650, Page 404 (drainage for Alligator Creek), Pinellas County, Florida. 6. Drainage easement granted to Pinellas County from Frederick C. Stelzer and Sophie M. Stelzer, his wife, and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated August 28, 1969, recorded July 20, 1970 in Official Records Book 3363, Page 220 (25 drainage), Pinellas County, Florida. 7. Easement granted to City of Clearwater, Florida, from the City of St. Petersburg, Florida, dated February 5, 1968, recorded February 26, 1968 in Official Records Book 2781, Page 684 (subeasement for sanitary sewer), Pinellas County, Florida. 8. Easement granted to City of Clearwater, Florida from the City of St. Petersburg, Florida, dated February 5, 1968, recorded February 26, 1968 in Official Records Book 2781, Page 690, (subeasement for sanitary sewer), Pinellas County, Florida. 9. Easement granted to V. Jack Kennedy, Harry F. Roberts and Herbert F. Brown, d/b/a Island in the Sun Mobile Home Park, from Friendly Village of Kapok Mobile Home Park, dated June 24, 1983, recorded July 25, 1983 in Official Records Book 5570, Page 791 ( storm sewer and drainage), Pinellas County, Florida. 10. Easement granted to City of Clearwater, Florida, from Friendly Village of Kapok, a Florida limited partnership, dated August 26, 1985, recorded September 24, 1985 in Official Records Book 6080, Page 1617, (10 foot sanitary sewer easement),Pinellas County, Florida. -4- 11. Easement granted to City of Clearwater, Florida, from Friendly Village of Kapok, a Florida limited partnership, dated November 4, 1985, recorded November 27, 1985, in Official Records Book 6122, Page 1197, (10 foot sanitary sewer easement), Pinellas County, Florida. 12. A 50 foot Easement for Water transmission line granted to City of St. Petersburg under Clerk's Instrument No. 494801 as disclosed in Warranty Deed, dated April 19, 1984, recorded July 2, 1984 in Official Records Book 5735, Page 871, Pinellas County, Florida. 13. Easements recorded under Clerk's Instrument No. 209509B, 67-50950, 67-62793, 68017562, 68017564 and 70068482, as disclosed in: Warranty Deed dated April 19, 1984 recorded July 2, 1984 in Official Records Book 5735, Page 871, Pinellas County, Florida. 14. Title to personal property is not insured herein, including but not limited to any mobile homes which may be located on the lands insured by this policy. -5- J., 0 0 ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF LEASES, is made and entered into April Z2?_, 2002, by and between Wolverine Property Investment Limited Partnership, a Delaware limited partnership, whose address is 31550 Northwestern Highway, Suite 110, Farmington Hills, Michigan 48334 ("Assignor") and the City of Clearwater, Florida, a municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 34618-4748 ("Assignee"). RECITALS: A. Simultaneously with the execution hereof, Assignor has conveyed to Assignee the Friendly Village of Kapok, located at 2950 Glen Oak Avenue, Clearwater, Florida, and more particularly described on Exhibit "A" attached hereto, together with all improvements thereon (the "Premises") pursuant to the Purchase Agreement dated as of April 4e, 2002 (the "Purchase Agreement"). B. In connection with the sale of the Premises to Assignee, Assignor now desires to assign to Assignee all of Assignor's right, title and interest in and to all those certain leases and tenancies pertaining to the Premises as more particularly described and enumerated in the rent roll attached hereto as Exhibit "B" (the "Rent Roll") and Assignee desires to assume all of Assignor's obligations as landlord arising under said leases on and after the date hereof. CONSIDERATION AND ASSIGNMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and of the benefits to be derived herefrom, receipt whereof is hereby severally acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignment. Assignor hereby grants, assigns, transfers, conveys, sets over and delivers to Assignee all of Assignor's right, title and interest, as lessor or otherwise, in and to each and every lease and tenancy of the Premises, including those described in the Rent Roll (the "Leases"), and all tenant files and written information pertaining to tenants of the Premises and the Leases, and further including all of Assignor's right, title and interest to all refundable and non- refundable security and similar tenant deposits and all other payments due under the Leases which shall become due and payable after the date hereof and in any way related to any of the Leases or the Premises. For rents billed and accrued for the month in which the Closing Date occurs (the "Closing Month"), all accrued rents shall be prorated between Assignor and Assignee. Assignee shall pay to Assignor its prorata share of all uncollected rents for each day in the Closing Month prior to the Closing Date, including the Closing Date, and Assignee shall then have the sole and exclusive right to retain all rents received for the Closing Month after the date hereof. Assignor shall pay to Assignee its prorata share of all rents actually collected by Assignor for the Closing Month for each day in the Closing Month after the Closing Date. Notwithstanding anything to the contrary herein, to the extent rents are owed to Assignor for months prior to the Closing Month, Assignor shall continue to have the right and authority to collect such rents, including the right to sue tenants and prior tenants for all amounts owed. To the extent Assignee collects any rental or [Assignment and Assumption ofLeases_vl][04/22/02/BLM] 0 0 revenues allocable to the period prior to the Closing Month, Assignee shall pay the same to Assignor immediately upon receipt thereof. 2. Assumption by Assignee. Assignee hereby assumes all of Assignor's obligations as landlord under the Leases to the extent accruing on and after the date of this Assignment. 3. Binding Effect. The obligations of this Assignment shall be binding upon and the benefits hereof shall inure to the parties hereto, and their respective successors and assigns. Whenever the words "Assignor" or "Assignee" are used herein, they shall be deemed to include Assignor and Assignee, respectively, and their respective successors and assigns. 4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. In the event a court of competent jurisdiction shall hold or adjudge any term or provision hereof to be unenforceable, then the remainder of the terms and provisions hereof shall be enforced as though the offensive term or provision was not, in the first instance, contained herein. 5. Counterparts. This Assignment and Assumption of Leases may be executed in one or more counterpart copies, all of which together shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on all parties. This Assignment and Assumption of Leases may executed in telecopy (faxed) copies and facsimile signatures shall be binding upon the parties. (SIGNATURES ON NEXT PAGE) [Assignmemt and Assumption of Leases vIJ[0a/22/02/BLM] -2- 0 0 IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption of Leases on the day and year first above written. IN THE PRESENCE OF: Countersigned: Brian J. Aungst Mayor-Commi over BUYER: CITY OF CLEARWATER, FLORIDA B *- • William 4B. Horne II City Manager Approved as to form: Attest: ?raJ Paul Rica ull Cynth' Goudeau Assistant City Attorney City erk SELLER: Date: 2002 WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLVERINE INVESTORS, LLC By: Ross H. Partrich Its: Manager _ [Assignment and Assumption oCLeases_vl][04/22/02/BLM] -3- IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption of Leases on the day and year first above written. IN THE PRESENCE OF: Countersigned: BUYER: CITY OF CLEARWATER, FLORIDA Brian J. Aungst Mayor-Commissioner Approved as to farm: Paul Richard Hull Assistant City Attorney By: William B. Horne II City Manager Attest: Cynthia E. Goudeau City Clerk SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLVERINE INVESTORS, LLC By: f P ??Ae`f? ? Ross H. Partrich Its: Manager • r Date: , 2002 -3- [#344787 vi - Assignment and Assumption oTLeases][04/19/02BLM] 0 0 EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1 /4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27117'14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1 /4 OF THE NORTHEAST 1 /4 OF THE SOUTHEAST 1 /4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89034'14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [Assignment and Assumption of Leases vl ][04/22/02/BLM] -4- 0 EXHIBIT "B" RENT ROLL AND VACANCY LISTING ??ri?n?ly Village ?_?f FA1;i" -:ent R,:ili '< ?ut,mati _ i_ha?rges Listinq '^ut?_. Charges f.rr the F'erisd: -?=r/ le'unt Nape ncc. Pra;,. ;;li: tieat RD AJ ED iota' ----- -------- hC DEARMON, BOBBY ---- 2 ---- KAPK ------- 108 ------- 348.00 0.00 0.00 0.00 348.00 M1•y Y, r L:. .. i\/l?i• •.? J4r.Vii V.VV v.'?v 4'.',r a vY+?i .:J I HIRSCH, JULIE y52 KAPK '12 348.00 0.00 0.00 0.00 348.00 JAIKARAN, DAMIN 429 KAPK 114 348.00 0.00 0.00 0.00 348.00 PALMER, WILLIAM 6 KAPK 116 348.00 0.00 0.00 0.00 348.00 MC INTYRE, DONALD 7 KAPK 111' 361.00 0.00 0.00 0.00 361.00 WADE, LEONARD 405 KAPK 118 348.00 0.00 0.00 0.00 348.00 COURNOYER, LESLIE 9 KAPK 119 348.00 0.00 0.00 0.00 348.00 POPKE, JULIE 428 KAPK 120 348.00 0.00 0.00 0.00 348.00 DEL RIO, NICHOLAS 509 KAPK 121 348.00 0.00 0.00 0.00 348.00 DAKOTA ENTERPRISES 533 KAPK 122 .348.00 0.00 0.00 0.00 348.00 , ARAOZ, GILBERT 514 KAPK 123 348.00 0.00 0.00 0.00 348.00 PALMER, CAREY 259 KAPK 124 348.00 0.00 0.00 0.00 348.60 BYERS, TERRY 297 KAPK 125 348.00 0.00 .0.00 0.00 348.00 RYTKY-LYNCH, MORA SUE 15 KAPK 126 348.00 0.00 0.00 0.00 348.00 MC BOWAN, DOUGLAS 16 KAPK 127 348.00 0.00 0.00 0.00 348.00 WILLIAM THONTON 213 KAPK 128 348.00 0.00 0.00 0.00 348.00 , PARK OWNED, HOME 472 KAPK 129 348.00 -348.00 -0.00 0.00 0.00 ROYALTY, STACY 19 KAPK 130 348.00 0.00 0.00 0.00 348.00 GONZALEZ, JORGE 412 KAPK 131 348.00 0.00 0.00 0.00 348.00 MUNIZ, RODRIGO 220 KAPK 132 348.00 0.00 0.00 0.00 348.00 ALYAREZ, DEBORAH 441 KAPK 133 348.00 0.00 0.00 0.00 348.00 *HI NO, THU CUC' 217 KAPK 134 348.00 0.00 0.00 0.00 348.00 HERRERA, PEDRO 397 KAPK 135 348.00 0.00 0.00 0.00 348.00 ROBERTSON, DONALD 339 KAPK 136 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 537 KAPK 137 348.00 -348.00 0.00 0.00 0.00 BECHTLE, KENNETH 27 KAPK 138 348.00 0.00 0.00 0.00 348.00 GEISENSETTER, RICHARD 206 KAPK 139 348.00 0.00 0.00 0.00 348.00 SCOTT, LINDA 274 KAPK 140 348.00 0.00 0.00 0.00 348.00 CARMICHAEL, MARGO 243 KAPK 141 348.00 0.00 0.00 0.00 '_'.348.00 SUSAN GREEN 30 KAPK 142 348.00 0.00 0.00 0.00 348.00 , PEREZ, YALEHTIN 31 KAPK 143 . 348.00 0.00- 0.00 0.00 348.00 TAMMY MITCHELL 32 KAPK 144 348.00 0.00 0.00 0.00 348.00. ,, LEWIS, CHARLES 247 KAPK _ 145 348.00 0.00 0.00 0.00 348.00 SEBOLD, JOHN 33 KAPK 146 348.00 0.00 0.00 0.00 348.00 GREEN, JANICE 382 KAPK 147 348.00 0.00 0.00 0.00 348.00 OARK OWNED, HOME 522 KAPK 148 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOME 519 KAPK 149 348.00 -348.00 0.00 0.00 0.00 GIBSON, WILLIAM 390 KAPK 150 348.00 0.00 0.00 0.00 348.00 PHILLIPS, ANTHONY 457 KAPK 151 348.00 0.00 0.00 0.00 348.00 WOODS, RAYMOND 231 KAPK 152 348.00 0.00 0.00 0.00 348.00 EHRESMAN, CARL 481 KAPK 153 348.00 0.00 0.00 0.00 348.00 TERRY, JOHN 497 KAPK 154 348.00 0.00 0.00 0.00 348.00 SAMOLEY, ROCHELLE 42 KAPK 156 348.00 0.00 0.00 0.00 348.00 ELLS, JAMES 43 KAPK 158 348.00 0.00 0.00 0.00 348.00 BREHME, ERNEST 44 KAPK 159 348.00 0.00 0.00 0.00 348.00 TEAGUE, JEFFERY 460 KAPK 161 348.00 0.00 0.00 - 0.00 348.00 Friendly Villages ::-f [:::a p:_ :apart Bata: U4/C)S/i% -:ert H?_ut ?mati?_ -harms L;Stirna Tenant Kati Acc. Prop. Writ Re-it PD A' rr. 'ota: SENTRY SMITH, MARY 467 KAPK 211, 5 348.00 0.00 0.00 0.00 348.00 GONZALES, WANDA 226 KAPK 218 348.00 0.00 0.00 0.00 348.00 PCSEY, RICHARD 4B KAPK 2:9 348.00 0.00 0.00 0.00 348.00 SAMSON, MARK 364 KAPK 220 348.00 0.00 0.00 0.00 348.00 FIGUEROA, YAP.ITZA 50 KAPK 221 348.00 0.00 0.00 0.00 348.00 HANES, RONALD 51 KAPK 223 34B.00 0,00 0.00 0.00 348.00 MAXWELL, JAMES L. 444 KAPK 224 348.00 0.00 0.00 0.00 348.00 VALENTINE, JAMES 473 KAPK 225 348.00 0.00 0.00 0.00 348.00 DUTRA, VICTOR 54 KAPK 226 348.00 0.00 0.00 0.00 348.00 PERVIS, 6. DALE 451 KAPK 227 348.00 0.00 0.00 0.00 348.00 ERB, LYNN 56 KAPK 228 348.00 0.00 0.00 0.00 348.00 PEREZ, TUVURCIO 254 KAPK 229 348.00 0.00 0.00 0.00 348.00 EDWARDS, OSCAR 6. 447 KAPK 222 348.00 0.00 0.00 0.00 348.00 JONES, SHIRLEY 284 KAPK 234 348.00 0.00 0.00 0.00 348.00 BARRETT, COOPER 60' KAPK 235 348.00 0.00 0.00 0.00 348.00 CLARK, BRENDA 261 KAPK 236 348.00 0.00 0.00 0.00 348.40 LAMBERT, JAMES 62 KAPK 237 348.00 0.00 0.00 0.00 348.00 KRUGER, JAMES 308 KAPK 238 348.00 0.00 .0.00 0.00 348.00 ESKEW, PAULINE 64 KAPK 239 348.00 0.00 0.00 0.00 348.00 DOMES, WELINGTON 480 KAPK 241 348.00 0.00 0.00 0.00 348.00 KONJA, ROBERT 66 KAPK 242 348.00 0.00 0.00 0.00 346.00 STONE, DONA 67 KAPK 243 348.00 0.00 0.00 0.00 348.00 HORTON, KENNETH 68 KAPK 245 348.00 0.00 0.00 0.00 348.00 RODGERS, ELLA MAE 69 KAPK 246 348.00 0.00 0.00 0.00 348.00 HIGGINS, STEVEN 507 KAPK 248 348.00 0.00 0,00 0.00 348.00 POU, VIDAL 422 KAPK 250 348.00 0.00 0.00 0.00 348.00 ZAGHLOUL, ROBIN 73 KAPK 251 348.00 0.00 0.00 0.00 348.00 DOTHE; VENANCIO 461 KAPK 253 348.00 0.00 0.00 0.00 348.00 RYAN, DAISY 442 KAPK 254 348.00 0.00 0.00 6.00 348.00 GONZALEZ, JESUS 383 KAPK 256 348.00 0.00 0.00 0.00 348.00 ORTIZ, JUAN 302 KAPK 329 348.00 0.00 0.00 0.00 348.00 ATANACIO-HUAMAN, JULIO 413 KAPK 331 348.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 517 KAPK 333 348.00 0.00 0.00 0.00 348.00 NEVES, MARCIA 496 KAPK 335 348.00 0.00 0.00 0.00 348.00 ZIMMERMAN, DONALD 80 KAPK 337 348.00 0.00 0.00 0.00 34B.00 SMITH, JULIE K BI KAPK 340 361.00 0.00 0.00 0.00 361.00 STEWART, DAVID 315 KAPK 341 348.00 0.00 0.00 0.00 348.00 POLISCHECK, LEO 466 KAPK 343 348.00 0.00 0.00 0.00 348.00 JUDY, RONALD 83 KAPK 344 348.00 0.00 0.00 0.00 348.00 CRUZ, JESUS F. 487 KAPK 345 355.00 0.00 0.00 0.00 355.00 WAGNER, WILFRIED 85 KAPK 347 348.00 0.00 0.00 0.00 348.00 MULLIN, BARBARA 199 KAPK 351 361.00 0.00 0.00 0.00 361.00 JOHNSON, MICHAEL 260 KAPK 352 348.00 0.00 0.00 0.00 348.00 TALBOT DONNA 234 KAPK 356 348.00 0.00 0.00 0.00 348.00 , BENNEY, MICHAEL 88 KAPK. 358 348.00 0.00 0.00 0.00 348.00 RACE, EUGENE 99 KAPK 360 348.00 0.00 0.00 0.00 348.00 F'A13E Friendly Village= Of :0P,,Drt Date. X4'0-3: e n t F:_•ii Aut ma ti Cry r g e s .--harges f_-r t`c- i=e=ric;d; Listing i):4/:)1/t_, 04/ 0'?/c.)2 FA13E Tenant Nacre Ac:. Prop. Ue:t Rent RD A. ED Tota; DUNLAP, JOHNNIE 391 KAPK 362 348.00 0.00 0.00 0.00 348.00 MONTALVO, MILAGROS 90 KAPK 364 361.00 0.00 0.00 0.00 361.00 LUCERO ALLEN, LOUANNE 91 KAPK 366 348.00 0.00 0.00 0.00 348.00 WILLIAMS, DANIELLE 44B KAPK .368 348.00 0.00 0.00 0.00 348.00 AGUILAR, ANTONIO 93 KAPK 425 355.00 0.00 0.00 0.00 355.00 ASCOUGH, RICHARD 279 KAPK 427 348.00 0.00 0.00 0.00 348.00 FLANDERS, NINA 95 KAPK 431 355.00 0.00 0.00 0.00 355.00 OROSCO, OMAR 511 KAPK 433 348.00 0.00 0.00 0.00 348.00 GIBSON, WINSTON 309 KAPK 435 348.00 0.00 0.00 0.00 348.00 KEEFE, THOMAS 98 KAPK 439 359.00 0.00 0.00 0.00 359.00 PARK OWNED, HOME 536 KAPK 441 348.00 -348.00 0.00 0.00 0.00 PARK, OWNED, HOME 24E KAPK 442 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOME 476 KAPK 443 348.00 -348.00 0.00 0.00 0.00 ARMSTRONG, KRISTINA 499 KAPK 444 348.00 0.00 0.00 0.00 348.00 WALLIS, LYNNE 102 KAPK 449 348.00 0.00 0.00 0.00 346.00 HALEY, ALLEN .103. KAPK 451 348.00 0.00 0.00 0.00 348.00 MADSEN, LANCE 104 KAPK 453 348.00 0.00 0.00 0.00 348.00 FINUCANE, MARY 105 KAPK 455, 355.00 0.00 0.00 0.00 355100 HALL, JR., STEPHEN 105 KAPK 458 348.00 0.00 0.00 0.00 348.00 ARTEGA, OCTAVIO 107 KAPK 459 348.00 0.00 0.00 0.00 348.00 TURNER, JENNIFER 242 KAPK 461 348.00 0.00 0.00 0.00 348.00 BAXTER, DALE 109 KAPK 462 355.00 0.00 0.00 0.00 355.00 MILLER, MELVIN 110 KAPK 501 361.00 0.00 0.00 0.00 361.00 SANDSTROM RILEY, SUSAN 240 KAPK 503 348.00 0.00 0.00 0.00 348.00 PUZAR-RISPOLI, NANCY 112 KAPK 504 348.00 0.00 0.00 0.00. 348.00 PARK OWNED, HOME 489 KAPK 505 348.00 -348.00 0.00 0.00 0.00 JAIME, BEVERLY 516 KAPK 506 340.00 0.00 0.00 0.00 348.00 BETHUNE, ROSCHELL 115 KAPK 507 348.00 0.00 0.00 - 0.00 '348.00 JOHNSON JR., NATHANIEL 529 KAPK 508 348.00 0.00 0.00 0.00 348.00 GARRETT, BRENDA 479 KAPK 509 348.00 0.00 0.00 0.00 348.00 OLSON, MARYLYN 436 KAPK 514 348.00 0.00 0.00 0.00 348.00 BETHUNE, EVOKE 371 KAPK 516 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 190 KAPK 517 348.00 -348.00 0.00 0.00 0.00 IRAHETA, MAGDELENO 120 KAPK 520 348.00 0.00 0.00 0.00 348.00 SMITH GOUDY, MICHELLE 121 KAPK 523 348.00 0.00 0.00 0.00 348.00 HERNANDEZ, RAMEP.O 122 KAPK 525 348.00 0.00 0.00 0.00 348.00 CASTAGNA, ANTHONY 221 KAPK 527 348.00 0.00 0.00 0.00 348.00 VINCENT, THOMAS 251 KAPK 529 348.00 0.00 0.00 0.00 348.00 VD, SON KIM 406 KAPK 530 348.00 0.00 0.00 0.00 348.00 MORRISON, JAMES 126 KAPK 531 348.00 0.00 0.00 0.00 348.00 MC MAHON, EDWARD 127 KAPK 532 348.00 0.00 0.00 0.00 348.00 MC QUIRE, THOMAS 455 KAPK 533 348.00 0.00 0.00 0.00 348.00 FLORES-LARA, ALBERTO 414 KAPK 534 348.00 0.00 0.00 0.00 348.00 FINCH, JOHN 272 KAPK 535 348.00 0.00 0.00 0.00 348.00 PEREZ, TUVURECIO 471 KAPK 536 348.00 0.00 0.00 0.00 348.00 KEYSER, TERESA 434 KAPK 537 346.00 0.00 0.00 0.00 348.00 KILGORE, MARY 131 KAPK 538 348.00 0.00 0.00 0.00 348.00 rYiCr41y 'Ji:lage: •.f I.:ap_?k: report Date. G=: want F,011 y Automat i --gar ges Auto Charges for the F'Eriod: L.:5 w: ng 04/01 /022 t o G4/(D9/0 r'A,E 4 Tenant Kane Acc. Prop. Unit Rent RD AJ ED Total PARK OWNED, HOME 501 KAPK 539 348.00 -348.00 0.00 0.00 0.00 MYATT, STEVEN 285 KAPK 540 348.00 0.00 0.00 0.00 348.00 ARAGON, ROBIN 515 KAPK 544 348.00 0.00 0.00 0.00 348.00 GOOSE, JENNIFER 134 KAPK 546 348.00 0.00 0.00 0.00 348.00 HEWIT', TIMOTHY ::1 KAPK 552 348.00 0.00 0.00 0.00 348.00 BUENROSTRO, JOSE 290 KAPK 553 348.00 0.00 0.00 0.00 348.00 WALLENMAIER, MICHAEL 136 KAPK 555 348.00 0:00 000 0.00 348.00 WRAY, DONNA LISA 139 KAPK 556 348.00 0.00 0.00 0.00 348.00 PERRY, DANNY 140 KAPK 558 348.00 0.00 0.00 0.00 348.00 SILVERIA, CLAUDIA 141 KAPK 560 348.00 0.00 0.00 0.00 348.00 PEMBLETON, ROBERT 494 KAPK 561 348.00 0.00 0.00 0.00 348.00 BENUSSI, MARIO 143 KAPK 563 348.00 0.00 0.00 0.00 348.00 ARREGUIN, EDUARDO 402 KAPK 565 348.00 0.00 0.00 0.00 348.00 CARNES, SUSAN 145 KAPK 566 348.00 0.00 0.00 0.00 348.00 HU'LSE, DENNIS 146 KAPK 567 348.00 0.00 0.00 0.00 34B.00 MENDENKO, DARLENE 147 KAPK 568 348.00 0.00 O.DO 0.00 348.00 LEAL, JOSE 148 KAPK 569 348.00 0.00 0.00 0.00 34B.00 PARK OWNED, HOME 194 KAPK 570 348.00 -346.00 0.00 0.00 0.00 JONES, KEVIN 149 •KAPK 571 348.00 0.00 0.00 0.00 348.00 NAGY, ALEXANDER 150 KAPK 572 348.00 0.00 0.00 0.00 348.00 CLARK, DALE R. 151 KAPK 573 348.00 0.00 0.00 0.00 348.00 CAREY, FRANK 347 KAPK 575 348.00 0.00 0.00 0.00 348.00 RICKMAN? DIANE 459 KAPK 576 348.00 0.00 0.00 0.00. 348.00 MOREY, LLOYD 340 KAPK 577 348.00 0.00 0.00 0.00 348.00 DEL GROSSO, JEFFERY 394 KAPK 578 348.00 0.00 0.00 0.00 348.00 BROCK, MICHAEL 426 KAPK 579 348.00 0.00 0.00 0.00 348.00 RECCHI, JENIFER 524 KAPK 5B0 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 313 KAPK 581 348.00 -348.00 0.00 0.00 0.00 BEVINGTON, ROBIN 294 KAPK 582 348.00 0.00 0.00 0.00 348.00 RIVERA, RAUL 158 KAPK 583 348.00 0.00 0.00 0.00 348.00 ` HATFIELD, APRIL 534 KAPK 5B4 348.00 0.00 0.00 0.00 348.00 PARKINSON, HYLTON 160 KAPK 5B5 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 197 KAPK 586 348.00 -348.00 0.00 0.00 0.00 BEST, DAVID 161 KAPK 5B7 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 433 KAPK 5B8 348.00 -348.00 0.00 0.00 0.00 ERWIN, DONNA 163 KAPK 589 348.00 --0.00 0.00 0.00 348.00 RESIDENT, MANAGER 164 KAPK 590 34B.00 -340.00 0.00 -348.00 -348.00 DAMON, MARC 399 KAPK 591 348.00 0.00 0.00 0.00 348.00 GIBSON, LILIAN 166 KAPK 592 348.00 0.00 0.00 0.00 348.00 TORRES, ANGEL 268 KAPK 594 348.00 0.00 0.00 0.00 348.00 BETHKE, DENIS 167 KAPK 600 367.00 0.00 0.00 0.00 367.00 ELIADES, THEODORE 526 KAPK 602 348.00 0.00 0.00 0.00 348.00 MATTERN, TINA MARIE 249 KAPK 604 348.00 0.00 0.00 0.00 348.00 MARONI, JAMIE 170 KAPK 605 348.00 0.00 0.00 0.00 348.00 SVOBODA, JANITH 171 KAPK 606 348.00 0.00 0.00 0.00 348.00 MOTORNY, VINCENT 310 KAPK 608 348.00 0.00 0.00 0.00 348.00 ST. PIERRE, LEONARD 173 KAPK 609 355.00 0.00 0.00 0.00. 355.00 • • Friendly 5 F'cnC F,.:)11 pt Aut:,-matic !--hzrges L.isving A?tr; -;h.arges f•D r the i='er_,;d: 0 41/02 tc 4'f)32 MARTINEZ, MARIA F. 484 KAPK 6112 348.00 0.00 0.00 0.00 348.00 MILLS, BRADFORD 303 KAPK 614 348.00 0.00 0.00 0.00 348.00 POU, YAHAIRA 508 KAPK 616 348.00 0.00 0.00 0.00 348.00 SEAY-ROGERS, LYNN 256 KAPK 618 348.00 0.00 0.00 0.00 348.00 AULT, JAMES 176 KAPK 619 348.00 0.00 0.00 0.00 348.00 CANTORS, JAMES 177 KAPK 620 348.00 0.00 0.00 0.00 348.00 6ISTER, CAROL 236 KAPK 624 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 198 KAPK 625 348.00 -348.00 0.00 .0.00 0.00 COOKE, RODNEY 179 KAPK 626 348.00. 0.00 0.00 0.00 348.00 TUSSINE, BOBBY. 424 KAPK 630 348.00 0.00 0.00 0.00 348.00 Total Charges: S --- - -- 69041.00 -------- -5568.00 ------ 0.00 ------ -348.00 ------- 63125.00 Friendly Yi l lage of Kapok: PAGE 6 .=report Date: 04/09/02 !=rent Foil & Automatic Charges Listin g Auto Charges for the Period: 04/01/0 2 ro ?4/0 9/02 SUMMARY Cr CHARGES for 198 Tenants Listed iD Description #Tenants %Tenants %Total$ Amounts RC Pent Charge 188 100.0% 109.4% 63,041.00 AJ Adjustment to Account 0 010% 0.0% 0.00 ED Employee Discount 1 0..5% -0.6% -343.00 BCD Repo/Dealer Rent Discount .16 8.1% -8.8% -5,568.00 To tal Charge s: $ 63,125.00- Friendly Vi l rage KaPOl: PAGE I P•eport Dates i)4/ci9/20()2 Unit Property Unit Type Description Amount KAPK 1 r76 OW Double-wide 348.00 KAFK 317 SW Single-wide 34S.00 KAPK 222 DW Double-wide 348.00 KAPK 230 SW Single-wide 348.00 KAPK 240 SW Single-wide 348.00 KAPK 244 DW Double-wide 348.00 KAPK 247 SW Single-wide 348.00 KAPK 249 DW Double--wide 348.00 KAPK 252 DW ouble-wide 348:00 KAPK 339 SW Single-wide 348.00 KAFK 354 DW Double-wide 348.00 KAPK 429 DW Double-wide 348.00 KAPK 437 SW Single-wide 348.00 KAFK 445 SW Single-wide 348.00 KAFK 447 SW Single=wide 348.00 r k.APK 457 SW Single-wide .348.44 KAFK 460 SW Single-wide 348 . oo KAPK 510 DW Double--wide 348.00 KAFK 511 DW Double-wide 348.00 KAFK 512 DW Double-wide 348.40 KAFK 513 DW Double--wide 348.00 KAPK 515 DW Double--wide 348.0.0. KAPK 518 DW Double--wide 348.00 KAPK 519 DW Double-wide 348.00 KAPK 521 SW Single-wide 348 .00 KAPK 542 DW Double-wide 348.00 KAFK 548 SW Single-wide 348.00 KAFK 554 DW Double-wide 348.04 KAFK 551 SW Single-wide 348.00 KAPK 554 SW Single-wide 348.00 KAPK 557 DW Double-wide 348.00 KAPK 559 DW Double-wide 348.00 KAPK 564 SW Single-wide 348.00 KAPK 564 DW Double-wide 348.00 KAPK 574 DW Double-wide 348'.00 KAPK 614 SW Single-wide 348.00 KAPK S22 DW Double-wide 348.00 KAPK 628 SW Single-wide 248.00 Total Amount Not Rented $ 13122'4.00 BILL OF SALE AND GENERAL ASSIGNMENT THIS BILL OF SALE AND GENERAL ASSIGNMENT is made and entered into April 2002, by and between Wolverine Property Investment Limited Partnership, a Delaware limited partnership, whose address is 31550 Northwestern Highway, Suite 110, Farmington Hills, Michigan 48334 ("Seller"), and the City of Clearwater, Florida, a municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 34618-4748 ("Purchaser"). RECITALS: A. Simultaneously with the execution hereof, Seller has conveyed to Purchaser the property described on Exhibit "A" attached hereto, together with all improvements thereon (the "Transaction"), commonly known as Friendly Village of Kapok located at 2950 Glen Oak Avenue Clearwater, Florida (the "Premises"), pursuant to the Purchase Agreement dated as of April 2002 (the "Purchase Agreement"). B. The execution and delivery of this Bill of Sale and General Assignment forms an integral portion of the consideration for the Transaction. CONSIDERATION AND ASSIGNMENT: IN CONSIDERATION of the consummation this date of the Transaction, the adequacy and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: I. Assignment of Personal Property. Seller hereby grants, sells, transfers, assigns, sets over and conveys to Purchaser all of Seller's right, title and interest in and to all of the personal property (the "Personal Property") identified on attached Exhibit "B". 2. General Assignment. To the extent that such property exists and is legally transferable, Seller hereby grants, sells, transfers, assigns, sets over and conveys to Purchaser the following described properties: A. All intangible assets, including the name "Friendly Village of Kapok" and intellectual property to the extent used or useable in connection with the operation of the Premises. B. All licenses, franchises, rights and governmental or other permits, authorizations, consents and approvals, necessary to own and/or to operate the Premises to the extent that same are legally assignable, if any. C. All right, title and interest in and to all contracts, tenancies, occupancy agreements and leases relating to, and entered into by Seller in the course of Seller's operation of the Premises, including, without limitation, all service and maintenance agreements. D. All rights of Seller under any express or implied guaranties, warranties, indemnifications and all other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the installation, [Bill of Sale and General Assignmenc_vI][04/22/02/BLM] 0 0 construction and maintenance of the improvements, fixtures and any personal property on or about the Premises, together with the original of all such guaranties, warranties and such similar instruments, and assignment of name, permits, franchises and the like, if any. 3. Binding Effect. The obligations of this Bill of Sale and General Assignment shall be binding upon and the benefits hereof shall inure to the parties hereto and their respective successors and assigns. Whenever the words "Seller" or "Purchaser" are used herein, they shall be deemed to include Seller and Purchaser, respectively, and their respective successors and assigns. 4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. In the event a court of competent jurisdiction shall hold or adjudge any term or provision hereof to be unenforceable, then the remainder of the terms and provisions hereof shall be enforced as though the offensive term or provision was not, in the first instance, contained herein. 5. Number and Gender. Whenever required by the context or use in this Assignment, the singular word shall include the plural word and the masculine gender shall include the feminine and/or neuter genders, and vice versa. 6. Coun?pter arts. This Bill of Sale and General Assignment may be executed in one or more counterpart copies, all of which together shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on all parties. This Bill of Sale and General Assignment may be executed and telecopied (faxed) and facsimile signatures shall be binding upon the parties. [Document execution occurs on the following page.] [Bill of Sale and General Assignment_vt][04/22/02MMI -2- C? IN WITNESS WHEREOF, the parties have executed this Bill of Sale and General Assignment on the day and year first above written. IN THE PRESENCE OF: Countersigned: Brian J. Aun Mayor-Commissioner Approved as to form: Aij "I ........... Paul Richar Hull Assistant City Attorney Date: 2002 BUYER: CITY OF CLEARWATER, FLORIDA By .i;.. i ?am B. Horne [I City Manager Attest: Cy?n is E. Goudeau Ci lerk SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLVERINE INVESTORS, LLC By: Ross H. Partrich Its: Manager [Bill of Sale and General Assignment_vl][04/22/02/BLM] -3- 0 0 IN WITNESS WHEREOF, the parties have executed this Bill of Sale and General Assignment on the day and year first above written. IN THE PRESENCE OF: Countersigned: Brian J. Aungst Mayor-Commissioner BUYER: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Approved as to form: Paul Richard Hull Assistant City Attorney Date: (24,j- , 2002 Attest: Cynthia E. Goudeau City Clerk SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLVERINE INVESTORS, LLC By: Ross H. Partrich Its: Manager [#344784 vl - Bill of Sale and General Assignment] [04/18/02/BLM] -3- 0 0 EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89020'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89120'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17' 14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00014'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST '1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00'54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72046'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [Bill of Sale and General Assionment_vI][04/22/02/BLM] • EXHIBIT "B" PERSONAL PROPERTY LIST LI 7vinA W4QC o f X4#04 2054 Glen Cak Avenue C.kaur8te , FkwWm 33758 4/12/02 PERKONAL PROPERTY LIST round table, wood 3 chairs S drawer lateral file desk w/extension credenza 7 drawer file 2 drawer file cabinet vindov a/c electric organ 2 pool tables 7 cue sticks 28 pool balls 9 chairs 2 stools round table, wood picture piano" R - -- 2 piano benches 2 round tables, rood 2 card tables 12 six foot tables 72 chairs gas range 2dr. Relvinatbr fridge 2 dr. fridge, Wei. dresser, good misc. boxes, decorations Xmas tree 4 garbage cans 19. wood table 2 bookcases 2 entertainment eentere mop bucket round table, wood 2 chairs 2 fire extinguishers edger qt » mover sledge trenching shovel shovels hard rakes coppers crowbars ? ?? -It? I 401A -f "non. Q. [uv[ J:4(rm (Viffayz of-Wa#4 2950 Wen Oak Avwm CM&WOW, P46da 33759 4/12/02 PERSONAL PROPERTY LIST -PAGE 2 pitch fork hedge trimmer loaf rakes scoop shovels pole sav wheel barrow post hole digger bench grinder battery charger vise 16 ft extension ladder Triton sand fiitar filter basket 2 Stenn*r pumps Centurion pump assorted deck furniture at pool Nu.1uu3 N 3 J • T L I III 0 0 y (VdYiyF- vfXa#d 20 r*, Oak Avwm Ckarwetw. Aorida 33769 4/12/02 PERSONAL PROPERTY LIST -PAGE 2 pitch fork hedge trimmer leaf rakes scoop shovels pole mar "heel barrow post hole digger beach grinder battery charger vivo 16 ft extension ladder Triton sand filtka filter basket x Stennir pumps centurion pump Assorted deck furniture at pool IYV. (VV) r. j BILL OF SALE THIS BILL OF SALE, is made and entered into as of April , 2002, by and between Wolverine Property Investment Limited Partnership, a Delaware limited pa ership, whose address is 31550 Northwestern Highway, Suite 110, Farmington Hills, Michigan 48334 ("Seller") and the City of Clearwater, Florida, a municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 34618 (the "Purchaser"). RECITALS: A. Simultaneously with the execution hereof, Seller has conveyed to Purchaser the Friendly Village of Kapok located at 2950 Glen Oak Avenue, Clearwater, Florida and moreFarticularly described in attached Exhibit "A" pursuant to the Purchase Agreement dated April ?T, 2002 (the "Purchase Agreement"). T B. The execution and delivery of this Bill of Sale forms an integral portion of the consideration for the above transaction (the "Transaction"). CONSIDERATION AND ASSIGNMENT: IN CONSIDERATION of the Purchase Price of Two Thousand and 00/100 ($2,000.00) Dollars per mobile home, the adequacy and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Conveyance. Seller hereby grants, sells, transfers, assigns, sets over and conveys to Purchaser all of Seller's right, title and interest in and to the mobile homes identified on Exhibit "B" attached hereto. 2. Binding Effect. The obligations of this Assignment shall be binding upon and the benefits hereof shall inure to the parties hereto, and their respective successors and assigns. 3. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. In the event a court of competent jurisdiction shall hold or adjudge any term or provision hereof to be unenforceable, then the remainder of the terms and provisions hereof shall be enforced as though the offensive term or provision was not, in the first instance, contained herein. 4. Counterparts. This Bill of Sale may be executed in one or more counterpart copies, all of which together shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on all parties. This Bill of Sale may be executed in telecopy (faxed) copies and facsimile signatures shall be binding upon the parties. IN WITNESS WHEREOF, Seller has executed this Bill of Sale on the day and year first above written. LLW.,f_A ? - - - Print: !3? SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER, WOLVERINE INVESTMENT, LLC By: Ross H. Partrich, Manager [#344807 vl -Bill of Sale][04/19/02BLM] v 0 0 EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32 WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32 EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17' 14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#344807 vl -Bill of Sale] [04/19/02BLMJ EXHIBIT "B" PARK OWNED MOBILES HOMES LOCATED AT: Lot 590 Lot 517 Lot 570 Lot 586 Lot 625 Lot 442 Lot 581 Lot 588 Lot 129 Lot 443 Lot 505 Lot 539 Lot 149 Lot 148 Lot 441 Lot 13'7 Lot 221 -4- 0344807.doc • STATE OF MICHIGAN COUNTY OF OAKLAND OWNER'S AFFIDAVIT • BEFORE ME the undersigned authority, personally appeared Ross H. Partrich, as Manager. of Wolverine Investors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership, Affiant, who being by me first duly sworn states as follows: 1. That the following described property is owned by Wolverine Property Investment Limited Partnership, a Delaware limited partnership: See Exhibit "A" attached hereto and made a part hereof. 2. That the above described property is free and clear of all liens, taxes, assessments, encumbrances (except for a mortgage lien that will be satisfied at closing) and claims of every kind nature and escn tion whatsoever, except for real estate taxes for 2002 and subsequent years w ich are not now due and payable. 3. That no Notice of Commencement affecting the above-described property has been executed, recorded or posted by Affiant. 4. That there have been no improvements, alterations or repairs to the above described property involving work or materials for which the costs thereof remain unpaid. 5. There are no unrecorded labor, mechanics or materialmen's liens against the property, and no labor has been performed upon or materials furnished to the above-described ppropert y for which payment in full has not been made or for which valid liens could be filed. Affiant knows of no state or federal judgment or lien of any kind or nature whatever upon the above-described property; 6. That the undersigned know(s) of no violations of municipal ordinances pertaining to the above described property; 7. There are no outstanding unrecorded contracts for sale, deeds, leases options, conveyances or mortgages affecting the title to the above-described property, save for hose tenants in possession as described on the rent roll attached hereto as Exhibit "B", as tenants only; 8. There are no unrecorded easements or rights of way created through use of adverse interest with respect to the above-described property; 9. That the lines and corners of the Property are clearly marked, there are no encroachments, overlaps, boundary line disputes or other adverse matters which would be disclosed by an accurate survey and inspection of the Property, and there is no violation of any restriction to which the Property is subject. 10. Wolverine Property Investment Limited Partnership is in sole possession and occupancy of the property and no other person has any possessory rights in the property, except for mobile home lot tenants described on the rent roll attached hereto as Exhibit "B", as tenants only; 11. Subsequent to )(}1n? .r ? v'Z I , 2002, Affiant(s) has not and Affiant(s) hereby agrees and represents that Athant not execute any instrument or do any act whatsoever that in any way would or may affect the title to the property, including, but not limited to, the mortgaging or conveying the roperty or any interest therein, or causing any liens to be recorded against the property ofAffpant(s); and [#345759 v1 - Owncrs AFfidavit][04/18/02/DLM] 12. That this Affidavit is made for the purpose of inducing the City of Clearwater, Florida to purchase said property from the undersigned and to Lutz, Webb & Bobo, P.A., as title insurance agent, and Chicago Title Insurance Company, as title insurance underwriter, to issue a policy of title insurance. IN WITNESS WHEREOF, the undersigned has executed this Affidavit this day of April, 2002. Print Gc WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Wolverine Investors, LLC, a Michigan limited liability compan By: oss artric , as its Manager SWORN TO and subscribed before me this day of April, 2002 by Ross H. Partrich, as Manager of Wolverine Investors LLC, a Michigan il-rnited liability company, as General Partner of Wolverine Property Investment timited Partnership, a Delaware limited partnership, on behalf of the limited partnership 1? who is personally known to me, who has produced as identification and who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed on behalf of the limited partnership. NOTARY PUBLIC Print t b a cA ?. f'F "12T7-lef, State of Michigan at Large (Seal) My Commission Expires: W'-13-- 2row3?, REBECCA K. HARTKOPF Notary Public, Oakland County, MI My Commission Expires Apr-13, 2006 [#345759 v1 - Owners Affidavit][04/19/02/BLM] 2 EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17' 14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF- WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF- WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#345759 v I - Owncrs Affidavit][04/I9/02/BLM] APR-19-2082 03:03P FROM: 727 0 8641 t' Friendly Village of kapok Report Date: 44/19/02 Rent Poll & Automatic C`harge5 Listing Auto i?hargee; for the Period: 04/01/02 to 04/19/02 0 12483596182 P:6-111 PAI.SE 1 Tenant Nice Act. Prop. Unit Rent RD AJ ED Total HC DEAMN, BOBBY 2 KAPK 108 346.00 ' 0.00 0& 0.00 348.00 RICHARD, PETER 3 KAPK 110 348.00 0.00 0.00 0.00 348.00 HIRSCH, JULIE 452 KAPK 112 348.00 0.00 0.00 0.00 348.00 JAIKARAN, DARIN 429 KAPk 114 348.00 0.00 0.00 0.00 348.00 PALHER, 91LLIAR 6 KAPK 116 348.00 0.00 0.00 0.00 348.00 HC INTYRE, DONALD 7 KAPK 117 361.00 0.00 0.00 0.00 361.00 MADE, LEONARD 405 KAPK 118 348.0 0.00 0.00 0.00 348.00 COURNOYER, LESLIE 9 KAPK 119 348.00 0.00 0.00 0.00 348.00 POPKE, JULIE 428 KAPK 120 348.00 0.00 0.00 0.00 348.00 DEL RIO, NICHOLAS 509 KAPK 121 349.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 533 KAPK 122 348.00 0.00 0.00 0.00 348.00 ARAOZ, GILBERT 514 KAPK 123 348.00 0.00 0.00 0.00 348.00 PALMER, CAREY 259 KAPK 124 348.00 0.00 0.00 0.00 348.00 BYERS, TERRY 297 KAPK 125 348.00 0.00 0.00 0.00 346.00 RYTKY-LYNCH, NORA SUE 15 KAPK 126 348.00 0.00 0.00 0.00 348.00 NC ROWAN, DOUGLAS 16 KAPK 127 346.00 0.00 0.00 0.00 348.00 THONTON, WILLIAM 213 KAPK 128 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HONE 472 KAPK 129 348.00 -348.00 0.00 0.00 0.00 ROYALTY, STACY 19 KAPK 130 348.00 0.00 0.00 0.00 348.00 GONZALEI, JORGE 412 KAPK 131 348.00 0.00 0.00 0.00 348.00 HUNIZ, RODRIGO 220 KAPK i32 348.00 0.00 0.00 0.00 348.00 ALVAREZ, DEBORAH 441 KAPK 133 34B.00 0.00 0.00 0.00 348.00 THI.HO, THU CUC 217 KAPK 134 348.00 0.00 0.00 0.00 348.00 HERRERA, PEDRO 397 KAPK 135 348.00 0.00 0.00 0.00 348.00 ROBERTSON, DONALD 339 KAPK 136 348.00 0.00 0.00 0.00 348.00 PARK 09NED, HOME 537 KAPK 137 348.00 -348.00 0.00 0.00 0.00 BECHTLE, KENNETH 27 KAPK 138 348.00 0.00 0.00 0.00 348.00 SEISENSETTER, RICHARD 206 KAPK 139 348.00 0.00 0.00 0.00 348.00 SCOTT, LINDA 274 KAPK 140 348.00 0.00 0.00 0.00 348.00 CARMICHAEL, HARGO 243 KAPK 141 348.00 0.00 0.00 0.00 348.00 GREEN, SUSAN 30 KAPK 142 348.00 0.00 0.00 0.00 348.00 PEREZ, VALENTIN 31 KAPK 143 348.00 0.00 0.00 0.00 348.00 MITCHELL, TAHHY 32 KAPK 144 348.00 0.00 0.00 0.00 348.00 LEVIS, CHARLES 247 KAPK 145 348.00 0.00 0.00 0.00 348.00 SEBOLD, JOHN 33 KAPK 146 348.00 0.00 0.00 0.00 349.00 GREENt JANICE 382 KAPK 147 348.00 0.00 0.00 0.00 348.00 DARK OWNED, HONE 522 KAPK 148 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOME 519 KAPK 149 348.00 -348.00 0.00 0.00 0.00 SISSON, NILLIAH 390 KAPK 150 348.00 0.00 0.00 0.00 348.00 PHILLIPS, ANTHONY 457 KAPK 151 348.00 0.00 0.00 0.00 348.00 HOODS, RAYMOND 231 KAPK 152 348.00 0.00 0.00 0.00 348.00 EHREGRAN, CARL 481 KAPK 153 348.00 0.00 0.00 0.00 348.00 TERRY, JOHN 497 KAPK 154 348.00 0.00 0.00 0.00 348.00 SAHOLEY, ROCHELLE 42 KAPK 156 348,00 0.00 0.00 0.00 348.00 WELLS, JAMES 43 KAPK 150 348.00 0.00 0.00 0.00 348.00 BREHNE, ERNEST 44 KAPK 159 348.00 0.00 0.00 0.00 348.00 TEAGUE, JEFFERY 460 KAPK 161 348.00 0.00 0.00 0.00 348.00 APR-19-2002 03:03P FROM: 727 .0 8641 Friendly Villagge of F:apok Report Date: 04/1/02 Dent Rol I •8i Automatic Charges Listing Auto Charges for the Perir_id: 04/01/02 to 04119/02 0 12483596182 P:7/11 PA13E 2 Tenant Naae Atc, Prop, Unit Rent RD AJ ED Total CCp;.S_C__CCL.;000CCC_CCC?C_C?SCLL=?3II6C :_S_?_«..: .:« ?_CCCCCACCCCC GORHAH, TERRY 321 KAPK 213 348.00 0.00 0.00 0.00 348.00 GENTRY SMITH, NARY 467 KAPK 215 348.00 0.00 0.00 0.00 348.00 MZALES, BANDA 226 KAPK 218 348.00 0.00 0.00 0.00 348.00 POSEY, RICHARD 48 KAPK 219 348.00 0.00 0.00 0.00 348.00 SAMSON, MARK 364 KAPK 220 348.00 0.00 0.00 0.00 348.00 PARK OHNED, HONE 538 KAPK 221 348,00 -348-.00 0.00 0.00 0.00 HAKES, RONALD 51 KAPK 223 348.00 0.00 0.00 0.00 348.00 HAXNELL, JANES D. 444 KAPK 224 348.00 0.00 0.00 0.00 348.00 VALENTINE, JAMES 473 KAPK 225 348.00 0.00 0.00 0.00 348.00 DUTRA, VICTOR 54 KAPK 226 348.00 0.00 0.00 0.00 348.00 PERVIS, S. BALE 451 KAPK 227 348.00 0.00 0.00 0.00 348.00 ERB, LYNN 56 KAPK 228 348.00 0.00 0.00 0.00 346.00 PEREI, TUVURCID 254 KAPK 229 348.00 0.00 0.00 0.00 348.00 EDUARDS, OSCAR 6. 447 KAPK 232 348.00 0.00 0.00 0.00 348.00 JONES, SHIRLEY 284 KAPK 234 348.00 0.00 0.00 0.00 348.00 BARRETT, COOPER 60 KAPK 235 348.00 0.00 0.00 0.00 348.00 CLARK, BRENDA 261 KAPK 236 348.00 0.00 0.00 0.00 348.00 LAMBERT, JANES 62 KAPK 237 348.00 0.00 0.00 0.00 348.00 KRUGER, JAMES 308 KAPK 238 348.00 0.00 0.00 0.00 348.00 ESKEN, PAULINE 64 KAPK 239 348.00 0.00 0.00 0,00 348.00 DOMES, UELINGTON 4BO KAPK 241 348.00 0.00 0.00 0.00 348.00 KONJA, ROBERT 66 KAPK 242 348.00 0.00 0.00 0.00 348.00 STONE, DONA 67 KAPK 243 348.00 0.00 0.00 0.00 348.00 HORTON, KENNETH 68 KAPK 245 348.00 0.00 '0.00 0.00 346.00 RODGERS, ELLA RAE 69 KAPK 246 348.00 0.00 0.00 0.00 348.00 HIGGINS, STEVEN 507 KAPK 248 348.00 0.00 0.00 0.00. 348.00 SHEETS, LESTER 532 KAPK 249 348.00 0.00 0.00 0.00 348.00 POU, VIDAL 422 KAPK 250 348.00 0.00 0.00 0.00 348.00 ZAGHLOUL, ROBIN 73 KAPK 251 348.00 0.00 0.00 0.00 348.00 DOTHE, VENANCIO 461 KAPK 253 348.00 0.00 0.00 0.00 348.00 RYAN, DAISY 442 KAPK 254 348.00 0.00 0.00 0,00 348,00 GONZALEZ, JESUS 383 KAPK 256 348.00 0.00 0,00 0.00 348.00 ORTIZ, JUAN 302 KAPK 329 348.00 0.00 0.00 O.OD 348.00 ATANACIO-HUARAN, JULIO 413 KAPK 331 348.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 517 KAPK 333 348,00 0.00 0.00 0.00 348,00 NEVES, MARCIA 496 KAPK 335 348.00 0.00 0.00 0.00 348.00 ZIHHERMAN, DONALD 80 KAPK 337 348.00 0.00 0.00 0.00 348.00 SMITH, JULIE K 81 KAPK 340 361,00 0.00 0.00 0.00 361.001 STEUART, DAVID 315 KAPK 341 348.00 0.00 0.00 0.00 348.00 POLISCHECK, LED 466 KAPK 343 348.00 0.00 0.00 0.00 348.00 JUDY, RONALD 83 KAPK 344 348.00 0.00 0.00 0.00 348.00 CRUZ, JESUS F. 487 KAPK 345 355.00 0.00 0.00 0,00 355.00 NAGNER, HILFRIED 85 KAPK 347 348.00 0.00 0,00 0.00 348.00 MULLIN, BARBARA 199 KAPK 351 361,00 0.00 0100 0.00 361.00 JOHNSON, MICHAEL 260 KAPK 352 348,00 0.00 0.00 0.00 348.00 TALBOT, DONNA 234 KAPK 356 348.00 0.00 0.00 0.00 348.00 DENNEY, MICHAEL 80 KAPK 358 348,00 0.00 0.00 0.00 348.00 APR-119-2002 03:04P FROM: 727 8641 Friendly Village -of Kapok Report Datee 04/19/02 Rent Poll & Automatic Charges Listing Auto Charges for the P'er i,ryd : 04/01/02 to 04/19/02 0:184&3596182 P:8/11 PAGE 3 Tenant Nape Acc. Prop. Unit Rent RD AJ ED Total RACE, EUGENE 89 KAPK 360 346.00 0.00 0.00 0.00 348.00 DUNLAP, JOHNNIE 391 KAPK 362 348.00 0.00 0.00 0.00 348.00 WONTALVO, NILABROS 90 KAPK 364 361.00 0.00 0.00 0.00 361,00 LUCERO ALLEN, LOUANNE 91 KAPK 366 348,00 0.00 0.00 0.00 348.00 HILLIAMS, DANIELLE 448 KAPK 368 348.00 0.00 0.00 0.00 348.00 AGUILAR, ANTONIO 93 KAPK 425 355.00 0.00 0.00 0.00 355.00 ASCOUSH, RICHARD 279 KAPK 427 348.00 0.00 0,00 0.00 348.00 FLANDERS, MINA 95 KAPK 431 355,00 0,00 0.00 0.00 355.00 OROSCO, ONAR 511 KAPK 433 348.00 ' 0.00 0.00 0.00 348.00 GIBSON, WINSTON 309 KAPK 435 348.00 0.00 0.00 0.00 348.00 KEEFE, THOMAS 98 KAPK 439 359.00 0.00 0,00 0.00 359.00 PARK OWNED, HOME 536 KAPK 441 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOME 246 KAPK 442 348.00 -348.00 0.00 0,00 0.00 PARK OWNED, HONE 476 KAPK 443 348.00 -348.00 0.00 0.00 0.00 ARWSTRONG, KRISTINA 499 KAPK 444 348.00 0.00 0.00 0.00 348.00 WALLIS, LYNNE 102 KAPK 449 348,00 0.00 0.00 0.00 348.00 HALEY, ALLEN 103 KAPK 451 348,00 0.00 0.00 0.00 348.00. MADSEN, LANCE 104 KAPK 453 348.00 0.00 0.00 0.00 348.00 FINUCANE, MARY 105 KAPK 455 355.00 0.00 0.00 0.00 355.00 HALL, JR., STEPHEN 106 KAPK 458 348,00 0.00 0.00 0.00 348.00 ARTEGA, OCTAVIO 107 KAPK 459 348.00 0.00 0.00 0.00 348.00 TURNER, JENNIFER 242 KAPK 461 348,00 0.00 0.00 0.00 348,00 BAXTER, DALE 109 KAPK 462 355.00 0.00 0.00 0.00 355.00 HILLER, KELVIN 110 KAPK 501 361.00 0.00 0,00 0.00 361.00 SANDSTROM RILEY, SUSAN 240 KAPK 503 346.00 0.00 0.00 0.00 348.00 PUTAR-RISPOLI, NANCY 112 KAPK 504 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOKE 409 KAPK 505 348.00 -348.00 0.00 0.00 0.00 SOUSA, CLEMENTINA 525 KAPK 506 348.00 0.00 0,00 0.00 348.00 BETHUNE, ROSCHELL 115 KAPK 507 348.00 0.00 0.00 0.00 348.00 JOHNSON JR., NATHANIEL 529 KAPK 508 348.00 0.00 0.00 0.00 348.00 GARRETT, BRENDA 479 KAPK 509 348.00 0.00 0.00 0.00 348,00 OLSON, MARYLYN 436 KAPK 514 348.00 d.00 0.00 0.00 348,00 BETHUNE, EVOKE 371 KAPK 516 348.00 0.00 0.00 0.00 348,00 PARK OWNED, HONE 190 KAPK 517 348.00 -348.00 0.00 0.00 0.00 IRAHETA, MAGDELENO 120 KAPK 520 348.00 0.00 0.00 0.00 348,00 SMITH BOUDY, MICHELLE 121 KAPK 523 348.00 0.00 0.00 0.00 348.00 RERNANDEZ, RANERO 122 KAPK 525 348.00 0.00 0.00 0.00 346.00 CASTABNA, ANTHONY 221 KAPK 527 348.00 0.00 0.00 0.00 348.00 VINCENT, THOMAS 251 KAPK 529 348.00 0.00 0.00 0.00 348,00 VO, SON KIN 406 KAPK 530 348.00 0.00 0.00 0.00 348.00 90ARISON, JAMES 126 KAPK 531 348.00 0.00 0.00 0.00 348.00 RC MAHON, EDWARD 127 KAPK 532 348.00 0.00 0.00 0.00 348.00 MC BUIRE, THOMAS 455 KAPK 533 348.00 0.00 0.00 0.00 348.00 FLORES-LARA, ALBERTO 414 KAPK 534 348,00 0.00 0.00 0.00 348.00 FINCH, JOHN 272 KAPK 535 348,00 0.00 0.00 0.00 348,00 PEREZ, TUVURECIO 471 KAPK 536 348.00 0.00 0,00 0.00 348.00 Mverb T[D[QA .MA UAW &/. ^An wn w wA w A. . -A _.- .. 8641 APR-19-2002 03:04P FROM: 727 0' Friendly Village of le'apo., Report Date: 04/19/02 Rent Poll & Automatic Charges Listing Autc Charges for the Period: 04/01/02 to 04/19/02 0 : 12483596102 P:9/11 P'Ai3E 4 Tenant Nave Acc. Prop. Unit Rent RD Al ED Total KILGORE, MARY 131 KAPK 538 348.00 0.00 '0.00 0.00 348.00 PARK.OHNED, HONE 501 KAPK 539 348.00 -348.00 0.00 0.00 0,00 HYATT, STEVEN 285 KAPK 540 348.00 0.00 0.00 0.00 348.00 ARAGON, ROBIN 515 KAPK 544 348.00 0.00 0.00 0.00 348.00 BOOSE, JENNIFER 134 KAPK 546 348.00 0.00 0.00 0.00 348.00 HEUITT, TIMOTHY 211 KAPK 552 348.00 0.00 0.00 0.00 - 348.00 BUENROSTRO, JOSE 290 KAPK 553 348.00 0.00 0.00 0.00 348.00 NALLENNAIER, MICHAEL 138 KAPK 555 348,00 0.00 0.00 0.00 348.00 DRAY, DONNA LISA 139 KAPK 556 348,00 0.00 0.00 0.00 348.00 PERRY, DANNY 140 KAPK 558 346.00 0.00 0.00 0.00 348.00 SILVERIA, CLAUDIA 141 KAPK 560 348.00 0.00 0.00 0.00 348.00 PENBLETON, ROBERT 494 KAPK 561 348.00 0.00 0.00 0.00 348.00 BENUSSI, MARIO 143 KAPK 563 348.00 0.00 0.00 0.00 346.00 ARRESUIN, EDUARDO 402 KAPK 565 348.00 0.00 0.00 0.00 348.00 CARNES, SUSAN 145 KAPK 566 348.00 0.00 0.00 0.00 348.00 HULSE, DENNIS 146 KAPK 567 348.00 0.00 0.00 0.00 346.00 MENDENKO, DARLENE 147 KAPK 568 348.00 0.00 0.00 0.00 348.00 LEAL, JOSE 148 KAPK 569 348.00 0.00 0.00 0.00 348.00 PARK ONNED, HONE 194 KAPK 570 348.00 -348.00 0.00 0.00 0.00 JONES, KEVIN 149 KAPK 571 348.00 0.00 0.00 0.00 348.00 NARY, ALEXANDER 150 KAPK 572 348.00 0.00 0,00 0.00 348.00 CLARK, DALE R. 151 KAPK 573 348.00 0.00 0.00 0.00 348.00 CAREY, FRANK 347 KAPK 575 348.00 0.00 0.00 0.00 348.00 RICKMAN, DIANE 459 KAPK 576 348.00 0.00 0.00 0.00 348,00 MOREY, LLOYD 340 KAPK 577 348.00 0.00 0.00 0.00 348.00 DEL GROSSO, JEFFERY 394 KAPK 578 346.00 0.00 0.00 0.00 348.00 BROCK, MICHAEL 426 KAPK 579 348.00 0.00 0.00 0.00 348.00 RECCHI, JENIFER 524 KAPK 580 346.00 0.00 0.00 0.00 348.00 PARK BONED, HONE 313 KAPK 581 340.00 -348.00 0.00 0.00 0.00 BEVIN6TON, ROBIN 294 KAPK 582 348.00 0.00 0.00 0.00 348.00 RIVERA, RAUL 158 KAPK 583 348.00 0.00 0.00 0.00 348.00 HATFIELD, APRIL 534 KAPK 584 348.00 0.00 0.00 0.00 348.00 PARKINSON, HYLTON 160 KAPK 595 348.00 0.00 0.00 0,00 348.00 PARK ONNED, HONE 197 KAPK 586 348.00 -348.00 0.00 0.00 0,00 BEST, DAVID 161 KAPK 587 348.00 0.00 0.00 0.00 346.00 PARK DOMED, HONE 433 KAPK 588 348.00 -348.00 0.00 0.00 0.00 ERVIN, DONNA 163 KAPK 589 346.00 0.00 0.00 0.00 348.00 RESIDENT, MANAGER 164 KAPK 590 348.00 -348.00 0.00 -348.00 -348.00 DAMOR, MARC 399 KAPK 591 348.00 0.00 0.00 0.00 348.00 GIBSON, LILIAN 166 KAPK 592 348.00 0.00 0.00 0,00 348.00 TORRES, ANSEL 268 KAPK 594 348.00 0.00 0.00 0.00 348.00 BETHKE, DENIS 167 KAPK 604 367.00 0.00 0.00 0.00 367.00 ELIADES, THEODORE 526 KAPK 602 348.00 0.00 0.00 0.00 348.00 MATTERN, TINA MARIE 24B KAPK 604 348.00 0.00 0.00 0,00 346.00 MARDNI, JANIE 170 KAPK 605 30.00 0.00 0.00 0.00 348.00 ennanna T66ITTU .,, vnnv -Ar ,..n AA . .. . -- . .. _._ . y APR-19-2002 63:05P FROM: 727 8641 Friendly Village of Kapok Report Date; 04/19/02 Rent Roll & Automatic Charges Listing Auto Charges for the Pericod: 04/01/0 to 04/19/02 40 12483596182 P:10r11 PAGE 5 Tenant Name Acc. Prop. Unit Rent RD AJ ED Total ST. PIERRE, LEONARD 173 KAPK 609 355.00 0.00 0.00 0.00 355.00 MARTINEZ, HARIA F. 484 KAPK 612 348.00 0.00 0.00 0.00 348.00 HILLS, BRADFORD 303 KAPX 614 348.00 0.00 0.00 0.00 348.00 POU, YAHAIRA 508 KAPK 616 348.00 0.00 0.00 0.00 348.00 SEAY-ROGERS, LYNN 256 KAPK 619 348.00 0.00 0.00 0.00 348.00 AULT, JAMES 176 KAPK 619 348.00 0.00 0.00 0.00 348.00 CAII70RE, JANES 177 KAPK 620 346.00 0.00 0.00 0.00 340.00 SISTER, CAROL 236 KAPK 624 348.00 0:00 0.00 0.00 348.00 PARK OWNED, HOME 198 KAPK 615 348.00 -348.00 0.00 0.00 0.00 COOKE, RODNEY 179 KAPK 626 348.00 0.00 0.00 0.00 348.00 TUSSICIB; BOBBY 414 KAPK 630 348.00 0.00 - --- 0.00 ------ 0.00 ------ 348.40 ---- - - Total Charges: 4 69389.00 -5916.00 0.00 -348.00 63125.00 APR-19-2002 03:05P FROM: 727 8641 Friendly Village of Kapok. Report Date: 04/19/02 Rent Roll Pr AutomatiC Charges Listing Auto Charges for the Period: 04/01/0:2 to 04/19/02 SUMMARY OF CHARGES for 199 Tenants Listed PA13E 6 ID Description #Tenants %Tenants %Total$ Amounts RC Rent Charge 199 100.0% 1O9.9% 699389.00 A,3 Adjustment to Account 0 0.0! 0.0% 0.00 ED Employee Discount 1 0.5% -0.6% -348.00 RD Repo/Dealer Rent Discount 17 8.5% -9.4% -5v91.6.00 12483596182 P: 11/11 Total Charges: $ 6311-415. 00 CERTIFICATION OF RENT ROLL The undersigned hereby certifies that, to the best of its knowledge, the Rent Roll attached hereto as Exhibit "A", (the "Rent Roll"), for the Friendly Village of Kapok, located in Clearwater, Florida (the "Property"), is true, correct and genuine in all material respects as of the date hereof. Dated: April, 2002 WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLV ESTORS, LLC By: Ross H. Partrich Its: Manager 346274 4 APR-19-2002 03:03P FROM: 727 10 864i Friendly Village of Kapok Report Date: 04/19102 Dent Poll & Automatic Charges Listing Auto 0harges for the Period: 04101/02 to 04/19/02 12483596182 P:6/11 PA13E 1 Tenant Naae Acc. Prop. Unit Rent RD AJ ED Total ..=G:.777777C777777 MC DEMON, BOBBY 2 KAPK 108 348.00 0.00 0,00 0.00 348.00 RICHARD, PETER 3 KAPK 110 348.00 0.00 0.00 0.00 348.00 HIRSCH, JULIE 452 KAPK 112 348.00 0.00 0.00 0.00 348.00 JAIKARAM, DARIN 429 KAPK 114 348.00 0.00 0.00 0.00 348.00 PALNER, HILLIAR 6 KAPK 116 348.00 0.00 0.00 0.00 348.00 MC INTYRE, DONALD 7 KAPK 117 361.00 0.00 0.00 0.00 361.00 MADE, LEONARD 405 KAPK 118 349.00 0.00 0.00 0.00 348.00 COURNOYER, LESLIE 9 KAPK 119 348.00 0.00 0.00 0.00 348.00 POPKE, JULIE 428 KAPK 120 348.00 0.00 0.00 0.00 348.00 DEL RIO, NICHOLAS 509 KAPK 121 349.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 533 KAPK 122 348.00 0.00 0.00 0.00 348.00 ARAOZ, SILBERT 514 KAPK 123 348.00 0.00 0.00 0.00 348.00 PALNER, CAREY 259 KAPK 124 348.00 0.00 0.00 0.00 348.00 BYERS, TERRY 297 KAPK 125 348.00 0.00 0.00 0.00 348.00 RYTKY-LYNCH, NORA SUE 15 KAPK 126 348.00 0.00 0.00 0.00 348.00 RC ROWAN, DOUGLAS 16 KAPK 127 348.00 0.00 0.00 0.00 348.00 THONTON, WILLIAM 213 KAPK 128 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HONE 472 Y,APK 129 348.00 -348.00 0.00 0.00 0100 ROYALTY, STACY 19 KAPK 130 348.00 0.00 0.00 0.00 348.00 GONZALEZ, JORGE 412 KAPK 131 348.00 0.00 0.00 0.00 348.00 MUNIZ, RODRIGO 220 KAPK 132 348.00 0.00 0.00 0.00 348.00 ALVAREZ, DEBORAH 441 KAPK 133 348.00 0.00 0.00 0.00 348.00 THI.HO, THU CUC 217 KAPK 134 348.00 0.00 0.00 0.00 348.00 HERRERA, PEDRO 397 KAPK 135 348.00 0.00 0.00 0.00 348.00 ROBERTSON, DONALD 339 KAPK 136 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 537 KAPK 137 348.00 -348.00 0.00 0.00 0.00 BECHTLE, KENNETH 27 KAPK 138 348.00 0.00 0.00 0.00 340.00 GEISENBETTER, RICHARD 206 KAPK 139 346.00 0.00 0.00 0.00 348.00 SCOTT, LINDA 274 KAPK 140 34B.00 0.00 0.00 0.00 348.00 CARMICHAEL, MARGO 243 KAPK 141 348.00 0.00 0.00 0.00 348.00 GREEN, SUSAN 30 KAPK 142 348.00 0.00 0.00 0.00 348.00 PEREZ, VALENTIN 31 KAPK 143 348.00 0.00 0.00 0.00 348.00 MITCHELL, TARRY 32 KAPK 144 348.00 0.00 0.00 0.00 348.00 LEVIS, CHARLES 247 KAPK 145 348.00 0.00 0.00 0.00 348.00 SEBOLD, JOHN 33 KAPK 146 348.00 0.00 0.00 0.00 340.00 GREEN, JANICE 382 KAPK 147 34B.00 0.00 0.00 0.00 348.00 BARK OWNED, HOME 522 KAPK 148 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOME 519 KAPK 149 346.00 -348.00 0.00 0.00 0.00 GIBSON, WILLIAM 390 KAPK 150 348.00 0.00 0.00 0.00 348.00 PHILLIPS, ANTHONY 457 KAPK 151 348.00 0.00 0.00 0.00 348.00 WOODS, RAYMOND 231 KAPK 152 348.00 0.00 0.00 0.00 348.00 EHRESNAN, CARL 481 KAPK 153 348.00 0.00 0.00 0.00 348.00 TERRY, JOHN 497 KAPK 154 340.00 0.00 0.00 0.00 340.00 SAMOLEY, ROCHELLE 42 KAPK 156 348.00 0.00 0.00 0.00 348.00 WELLS, JAMES 43 KAPK 159 348.00 0.00 0.00 0.00 348.00 BREHME, ERNEST 44 KAPK 159 348.00 0.00 0.00 0.00 348.00 TEASUE, JEFFERY 460 KAPK 161 349.00 0.00 0.00 0.00 348.00 APR-19-2002 03:03P FROM: 727 8641 Friendly Villa a of F.ap?4; Report Date: 04/ t'-x/02 Rent Rol I •& Automatic 0harges Auto Charges for the Peric-d.• Listing 04/01/02 to 04/19/02 0 12483596182 P:7/11 F'ArBE: 2 Tenant Naoe Atc. Prop. Unit Rent RD AJ ED Total GORHAM, TERRY 321 KAPK 213 348.00 0.00 0.00 0.00 348.00 GENTRY SMITH, NARY 467 KAPK 215 348.00 0.00 0.00 0.00 348.00 GONZALES, UANDA 226 KAPK 218 348.00 0.00 0.00 0.00 348.00 PUSEY, RICHARD 48 KAPK 219 348.00 0.10 0.00 0.00 348.00 SAMSON, HARK 364 KAPK 220 348.00 0.00 0.00 0.00 348.00 PARK BONED, HOME 538 KAPK 221 348.00 -348.00 0.00 0.00 0.00 HAKES, RONALD 51 KAPK 223 348.00 0.00 0.00 0.00 348.00 WHELL, JANES D. 444 KAPK 224 346.00 0.00 0.00 0.00 348.00 VALENTINE, JANES 473 KAPK 225 348.00 0.00 0.00 0.00 348.00 DUTRA, VICTOR 54 KAPK 226 348.00 0.00 0.00 0.00 348.00 PERMS, G. DALE 451 KAPK 227 348.00 0.00 0.00 0.00 348.00 ERB, LYNN 56 KAPK 228 348.00 0.00 0.00 0.00 348.00 PEREZ, TUVURCIO 254 KAPK 229 348.00 0.00 0.00 0.00 348.00 EDUARDS, OSCAR 6. 447 KAPK 232 348.00 0.00 0.00 0.00 346.00 JONES, SHIRLEY 284 KAPK 234 348.00 0,00 0.00 0.00 348.00 BARRETT, COOPER 60 KAPK 235 348.00 0.00 0.00 0.00 348.00 CLARK, BRENDA 261 KAPK 236 348.00 0.00 0.00 0.00 348.00 LAMBERT, JAMES 62 KAPK 237 348.00 0.00 0.00 0.00 348.00 KRUGER, JANES 308 KAPK 238 348.00 0.00 0.00 0.00 348.00 ESKEU, PAULINE 64 KAPK 239 348.00 0.00 0.00 0.00 348.00 80ME5, UELINSTON 480 KAPK 241 348.00 0.00 0.00 0.00 348.00 KONJA, ROBERT 66 KAPK 242 348.00 0.00 0.00 0.00 348.00 STONE, BONA 67 KAPK 243 348.00 0.00 0.00 0.00 348,00 HORTON, KENNETH 68 KAPK 245 346.00 0.00 0.00 0.00 348.00 RODGERS, ELLA MAE 69 KAPK 246 340.00 0.00 0.00 0.00 348.00 HIGGINS, STEVEN 507 KAPK 248 348.00 0.00 0.00 D.00 348.00 SHEETS, LESTER 532 KAPK 249 348.00 0.00 0.00 0.00 348.00 POU, VIDAL 422 KAPK 250 348.00 0.00 0.00 0.00 348.00 ZAGHLOUL, RODIN 73 KAPK 251 348.00 0.00 0.00 0.00 348.00 DOTHE, VENANCIO 461 KAPK 253 348.00 0.00 0.00 0.00 348.00 RYAN, DAISY 442 KAPK 254 348.00 0.00 0.00 0.00 348,00 GONZALEI, JESUS 383 KAPK 256 348,00 0.00 0,00 0.00 348.00 ORTIZ, JUAN 302 KAPK 329 348.00 0.00 0.00 0.00 348.00 ATANACID-HUAHAN, JULIO 413 KAPK 331 348.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 517 KAPK 333 348.00 0.00 0.00 0.00 348.00 NEVES, MARCIA 496 KAPK 335 348.00 0.00 0.00 0.00 348.00 ZINHERRAN, DONALD 80 KAPK 337 348.00 0.00 0.00 0.00 348.00 SMITH, JULIE K 81 KAPK 340 361.00 0.00 0.00 0.00 361.00 STEUART, DAVID' 315 KAPK $41 348.00 0.00 0.00 0.00 348.00 POLISCHECK, LED 466 KAPK 343 348.00 0.00 0,00 0.00 348.00 JUDY, RONALD 83 KAPK 344 348.00 0.00 0.00 0.00 348.00 CRUZ, JESUS F. 487 KAPK 345 355.00 0.00 0.00 0.00 355.00 UAGNER, HILFRIED 85 KAPK 347 346.00 0.00 0.00 0.00 348.00 MULLIN, BARBARA 199 KAPK 351 361.00 0.00 0.00 0.00 361.00 JOHNSON, MICHAEL 260 KAPK 352 348.00 0.00 0.00 0.00 348.00 TALBOT, DONNA 234 KAPK 356 348.00 0.00 0.00 0.00 348.00 BENNEY, MICHAEL 88 KAPK 358 346.00 0.00 0.00 0.00 348.00 APR-19-2002 03:04P FROM: 727 8641 12483596182 P:8/11 Friendly Village of Depart Date: 04/19/02 Pert Poll & Automatic Auto Charges for the Kap-ik Charges Lasting Periods (14/01/02 to 04/19/0--o? PArIE 3 Tenant Naoe Acc. Prop. Unit Rent P,D Al ED Total RACE, EUGENE 89 KAPK 360 348.00 0.00 0.00 0.00 348.00 DUNLAP, JOHNNIE 391 KAPK 362 349.00 0.00 0.00 0.00 348.00 NONTALVO, HILABROS 90 KAPK 364 361.00 0.00 0.00 0.00 361.00 LUCERO ALLEN, LOUANNE 91 KAPK 366 348.00 0.00 0.00 0.00 348.00 WILLIAMS, DANIELLE 448 KAPK 368 348.00 0.00 0.00 0.00 348.00 AGUILAR, ANTONIO 93 KAPK 425 355.00 0.00 0.00 0.00 355.00 ASCOU8H, RICHARD 279 KAPK 427 348.00 0.00 0.00 0.00 348.00 FLANDERS, NIUA 95 KAPK 431 355.00 0.00 0.00 0.00 355.00 OROSCB, OMAR 511 KAPK 433 348.00 0.00 0.00 0.00 348.00 GIBSON, WINSTON 309 KAPK 435 348.00 0.00 0.00 0.00 348.00 KEEFE, THOMAS 98 KAPK 439 359.00 0.00 0.00 0.00 359.00 PARK OWNED, HOME 536 KAPK 441 346.00 -349.00 0.00 0.00 0.00 PARK OUNED, HOME 246 KAPK 442 348.00 -348.00 0.00 0.00 0.00 PARK OHAED, HONE 476 KAPK 443 348.00 -348.00 0.00 0.00 0.00 ARMSTRONG, KRISTINA 499 KAPK 444 348.00 0.00 0.00 0.00 348.00 UALLIS, LYNNE 102 KAPK 449 348.00 0.00 0.00 0.00 348.00 HALEY, ALLEN 103 KAPK 451 348.00 0.00 0.00 0.00 348.00 HAUSER, LANCE 104 KAPK 453 348.00 0.00 0.00 0.00 348.00 FINUCANE, MARY 105 KAPK 455 355.00 0.00 0.00 0.00 355.00 HALL, JR., STEPHEN 106 KAPK 45B 348.00 0.00 0.00 0.00 348.00 ARTEGA, OCTAVIO 107 KAPK 459 348.00 0.00 0.00 0.00 348.00 TURNER, JENNIFER 242 KAPK 461 348.00 0.00 0.00 0.00 348.00 BAXTER, DALE 109 KAPK 462 353.00 0.00 0.00 0.00 355.00 HILLER, KELVIN 110 KAPK 501 361.00 0.00 0.00 0.00 361.00 SANDSTROM RILEY, SUSAN 240 KAPK 503 348.00 0.00 0.00 0.00 348.00 PUTAR-RISPOLI, NANCY 112 KAPK 504 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOME 499 KAPK 505 348.00 -348.00 0.00 0.00 0.00 SOUSA, CLEHENTINA 525 KAPK 506 348.00 0.00 0.00 0.00 348.00 BETHUNE, ROSCHELL 115 KAPK 507 349.00 0.00 0.00 0.00 34B.00 JOHNSON JR., NATHANIEL 529 KAPK 508 348.00 0.00 0.00 0.00 348.00 SARRETT, BRENDA 479 KAPK 509 348.00 0.00 0.00 0.00 348.00 OLSON, MARYLYN 436 KAPK 514 348.00 0.00 0.00 0.00 348.00 BETHUNE, EVON£ 371 KAPK 516 348.00 0.00 0.00 0.00 348.00 PARK OIINED, HOME 190 KAPK 517 348.00 -348.00 0.00 0.00 0.00 IRAHETA, HAGDELENO 120 KAPK 520 34B.00 0.00 0.00 0.00 348.00 SMITH GOUOY, MICHELLE 121 KAPK 523 348.00 0.00 0.00 0.00 348.00 HERNANDEZ, RAMERO 122 KAPK 525 349.00 0.00 0.00 0.00 346.00 CASTAGNA, ANTHONY 221 KAPK 527 348.00 0.00 0.00 0.00 348.00 VINCENT, THOMAS 251 KAPK 529 348.00 0.00 0.00 0.00 348,00 VO, SON KIN 406 KAPK 530 348.00 0.00 0.00 0.00 348.00 MORRISON, JANES 126 KAPK 531 349.00 0.00 0.00 0.00 348.00 HC KARON, EDUARD 127 KAPK 532 348.00 0.00 0.00 0.00 348.00 MC BUIRE, THOMAS 455 KAPK 533 348.00 0.00 0.00 0.00 348.00 FLORES-LARA, ALBERTO 414 KAPK 534 348.00 0.00 0.00 0.00 348.00 FINCH, JOHN 272 KAPK 535 .348.00. 0.00 0.00 0.00 348.00 PEREZ, TUVURECIO 471 KAPK 536 348.00 0.00 0.00 0.00 348.00 VrVRKD T[DCOA tnA VAnV env • jn AA A AA w nn - _.. .. ... .,. ,APR-1,9-2002 03:04P FROM: 727 8641 Friendly Village of Kapok. Report Dat=e: 04/19/02 Rent Poll & Automatic Charges Auto Charges for the Period; Listing 04/01/42 to 04/19/02 12483596182 P:9/11 P'A13E 4 Tenant Naze Act. Prop. Unit Rent RD AJ ED Total KILGORE, NARY 131 KAPK 539 348.00 0.00 0.00 0.00 340.00 PARK DUNED, HONE 501 KAPK 539 348.00 -348.00 0.00 0.00 0100 HYATT, STEVEN 285 KAPK 540 348.00 0.00 0.00 0.00 346,00 ARAGON, ROBIN 515 KAPK 544 348.00 0.00 0.00 0.00 348.00 BOOSE, JENNIFER 134 KAPK 546 348.00 0.00 0.00 0.00 348.00 HEUITT, TIMOTHY 211 KAPK 552 348.00 0.00 0.00 0.00 . 348.00 BUENROSTRO, JOSE 290 KAPK 553 348.00 0.00 0.00 0.00 348.00 NALLENMAIER, MICHAEL 138 KAPK 555 348,00 0.00 0.00 0.00 348.00 MRAY, DONNA LISA 139 KAPK 556 348.00 0.00 0.00 0.00 348.00 PERRY, DANNY 140 KAPK 558 348.00 0.00 0.00 0.00 348.00 SILVERIA, CLAUDIA 141 KAPK 560 348.00 0.00 0.00 0.00 348.00 PEMBLETON, ROBERT 494 KAPK 561 348.00 0.00 0.00 0.00 348.00 BENUSS1, MARIO 143 KAPK 563 349.00 0.00 0.00 0.00 346.00 ARREGUIN, EDUARDO 402 KAPK 565 348.00 0.00 0.00 0.00 348.00 CARNES, SUSAN 145 KAPK 566 348.00 0.00 0.00 0.00 348.00 HULSE, DENNIS 146 KAPK 567 348.00 0.00 0.00 0.00 348.00 NENDENKO, DARLENE 147 KAPK 568 348.00 0.00 0.00 0.00 349.00 LEAL, JOSE 148 KAPK 569 348.00 0.00 0.00 0.00 346.00 PARK OUNED, HOME 194 KAPK 570 348.00 -348.00 0.00 0.00 0.00 JONES, KEVIN 149 KAPK 571 348.00 0.00 0.00 0.00 348.00 NAGY, ALEYANDER 150 KAPK 572 348.00 0.00 0.00 0.00 34B.00 CLARK, DALE R. 151 KAPK 573 348.00 0.00 0.00 0.00 348.00 CAREY, FRANK 347 KAPK 575 348.00 0.00 0.00 0.00 348.00 RICKMAN, DIANE 459 KAPK 576 348.00 0.00 0.00 0.00 348,00 NOREY, LLOYD 340 KAPK 577 348.00 0.00 0.00 0.00 348.00 DEL GROSSO, JEFFERY 394 KAPK 578 348.00 0.00 0.00 0.00 348.00 BROCK, HICHAEL 426 KAPK 579 348.00 0.00 0.00 0.00 348.00 RECCHI, JENIFER 524 KAPK 590 340.00 0.00 0.00 0.00 348.00 PARK DUNED, HONE 313 KAPK 581 34B.00 -349.00 0.00 0.00 O.OD BEVINSTON, ROBIN 294 KAPK 382 348.00 0.00 0.00 0.00 348.00 RIVERA, RAUL 158 KAPK 583 348.00 0.00 0.00 0.00 348.00 HATFIELD, APRIL 534 KAPK 584 348.00 0.00 0.00 0.00 348.00 PARKINSON, HYLTON 160 KAPK 585 348.00 0.00 0.00 0.00 348.00 PARK OUNED, MORE 197 KAPK 596 349.00 -349.00 0.00 0.00 0.00 BEST, DAVID 161 KAPK 587 348.00 0.00 0.00 0.00 348.00 PARK OUNED, HOME 433 KAPK 588 348.00 -348.00 0.00 0.00 0.00 ERVIN, DONNA 163 KAPK 589 348.00 0.00 0.00 0.00 348.00 RESIDENT, MANAGER 164 KAPK 590 348.00 -348.00 0.00 -348.00 -348.00 DAMON, MARC 399 KAPK 591 348.00 0.00 0.00 0.00 348.00 GIBSON, LILIAN 166 KAPK 592 348.00 0.00 0.00 0.00 348.00 TORRES, ANGEL 268 KAPK 594 348.00 0.00 0.00 0.00 348.00 BETHKE, DENTS 167 KAPK 600 367.00 0.00 0.00 0.00 367.00 ELIADES, THEODORE 526 KAPK 602 348.00 0.00 0.00 0.00 348.00 RATTERN, TINA MARIE 24B KAPK 604 348.00 0.00 0.00 0.00 348.00 HARONI, JANIE 170 KAPK 605 349.00 0.00 0.00 0.00 348.00 cannnna Tonrru ill vAnv PAP A.M •? ?• __ _._ - .RPR-19-2002 03:05P FROM: 727 8641 Friendly Village of Kapok Report Date: 04/19/02 Pent Roll it Automatic Charges Listing Auto Charges for the Period: 04/01/02 to 04/19/02 W 12483596182 P:10/11 FAME 5 Tenant Name Acc. Prop. Unit Rent RD AJ ED Total sasaa=n__acaaaaaea°.assass?ea:s-=nsx .a s==___=__a..,_s_s_...._a_»_-e==------_===-=-=s-__s,:e__na_s3saaonssa?a=====s==s-s==.._.._mas=====---- ST. PIERRE, LEONARD 173 KAPK 609 355.00 0.00 0100 0.00 355.00 MARTINET, HARIA F. 484 KAPK 612 348.00 0.00 0.00 0.00 348.00 HILLS, BRADFORD 303 KAPK 614 348.00 0.00 0.00 0.00 348.00 POU, YAHAIRA 508 KAPK 616 348.00 0.00 0.00 0.00 348.00 SEAM-R06ERS, LYNN 256 KAPK 618 348.00 0.00 0.00 0.00 348.00 AULT, JAMES 176 KAPK 619 348.00 0.00 0.00 0.00 348.00 CANTORE, JAKE5 177 KAPK 620 346.00 0.00 0.00 0.00 348.00 61STER, CAROL 236 KAPK 624 348.00 0.00 0.00 0.00 348.00 PARK OHNED, HOME 19B KAPK 615 348.00 -348.00 0.00 0.00 0.00 COOKE, RODNEY 179 KAPK 626 348.00 0.00 0.00 0.00 348.00 TUSSIN6, BURP 424 KAPK 630 348.00 - - ---- 0.00 --------- 0.00 - ---- - 0.00 -- - 34B.00 Total Charges: B 69389.00 -5916.00 0.00 -348.00 63125.00 _APR-49-2002 03:05P FROM: 727 8641 Friendly Village of Kapok: Report Date: (;)4/19/02 Pent Roll & AutrJMa.tiv_ Charges Listing Auto Charges for the Period.- 04/01/02 to 04/19/02 SUMMARY OF CHARGES for 1513 Tenants Listed PA13E 6 TD Description #Tenants %Tenants %Total$ Amount$ RC Pent Charge 199 100.0% 109.9% E9,389.0c) AJ Adjustment to Accciunt 0 0.0% o.01 0.0o ED Employee DiSCOUnt 1 0.5% -0.6% -348.00 RD Repo/Dealer Rent Di9count 17 8.5% -9.4% --5,916.00 12483596182 P: 11,11 Total Charges: $ 63,125.00 4 ,. ON-FOREIGN CERTIFICA STATE OF MICHIGAN COUNTY OF OAKLAND BEFORE ME, the undersigned authority, personally appeared Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership ("Affiant"), who being first duly sworn according to law, and under penalty of perjury, deposes and certifies as follows: 1. Section 1445 of the internal Revenue Code provides that a Transferee (Purchaser) of U.S. real property interest must withhold tax if the Transferor (Seller) is a foreign estate. To inform the Transferee that the withholding of tax is not required under the disposition of a U.S. real property interest, Affiant hereby certifies all matters set forth in this Non-Foreign Certificate. 2. Affiant is the owner of the following described property situated in the County of Pinellas, State of Florida (the "Property"): SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. 3. Affant has entered into a contract with the City of Clearwater, Florida (the "Transferee"), whereby the Affiant agreed to sell and the Transferee has agreed to purchase the Property. 4. Affiant is not a non-resident alien nor foreign person (as such terms are defined in the Internal Revenue Code and Income Tax Regulations). 5. Affiant's U.S. Taxpayer Identification Number is: Tax I.D. #38-3413381 6. And the Affiant's address is: 31550 Northwestern Highway, Suite 110 Farmington Hills, Michigan 48334 Affiant understands that this certification may be disclosed to the Internal Revenue Service by the Transferee or by any settlement agent to the transaction referred to above and that any false statements made could be punishable by fine, imprisonment, or both. UNDER PENALTIES OF PERJURY, the undersigned Affiant declares that he has examined this Certificate and, to the best of his knowledge and belief, it is true, correct and complete. WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Wolverine tors, LLC, a Michigan limited liability, mp By: Ross R. a ch, as its Manager The foregoing instrument was acknowledged before me this -? day of April, 2002, by Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership who is personally known to me, who has produced as identification and who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed on behalf of the partner ip. (Notary Seal) NOTARY PUBLIC I L Print `L 4 CGk k. l-? 2TXzv State of Michigan at Large (Seal) My Commission Expires: L(? >CEg, [#345757 vl - Non-Foreign Certificate][04/19/02/SLM] EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17' 14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#345757 vl - Non-Foreign Certificate][04/19/0218LM] This instrument prepared by: Richard S. Webb, 1V, Esquire Lutz, Webb & Bobo, P.A. One Sarasota Tower, Fifth Floor 2 North Tamiami Trail Sarasota, Florida 34236 Telephone: (941) 951-1800 AFFIDAVIT OF COMPLIANCE WITH FLORIDA STATUTES SECTION 723.071 STATE OF MICHIGAN COUNTY OF OAKLAND ay of , 2002, BEFORE ME, the I HEREBY CERTIFY THAT on this O?a undersigned notary public, after being first duly sworn, personally appeared ROSS H. PARTRICH, as manager of Wolverine Investors, LLC, a Michigan limited liability company, as general partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership, who deposes and says as follows: 1. Wolverine Property Investment Limited Partnership, a Delaware limited partnership ("Owner"), is the owner of the property described in the attached Exhibit "A," lying and being in Pinellas County, Florida (the "Property"), and operated as "Friendly Village of Kapok Mobile Home Park" Clearwater, Florida (the "Community"). 2. Owner is operating the Community on the Property and is, simultaneously with the execution of this Affidavit, conveying the Property to City of Clearwater, Florida ("City"). 3. Affiant states that neither he nor Owner has been furnished with the names and addresses of officers or directors of a homeowners association pursuant to Florida Statutes Section 723.076(1) and to the best of Affiant's knowledge, no homeowners' association for the Community is in existence. 4. That to the best of Affiant's knowledge, and as reflected upon the title insurance commitment issued by Chicago Title Insurance Company Commitment No. 220201105, there has been no recording of any notice by any homeowners association pursuant to 723.076(3), Florida Statutes. 5. The Community is being sold to City pursuant to an unsolicited offer by City. [#345751 v1 - 723 Affidavit][04/19/02/13LM1 6. The conveyance of the Community is exempt from the notice requirements of Section 723.071, Florida Statutes, due to the failure of the Community Residents to form an Association and to comply with Sections 723.075 through 723.079, Florida Statutes and by virtue of the unsolicited offer from the City. 7. This Affidavit is given for the purpose of inducing The City of Clearwater, Florida, to acquire the Community and to certify that City, Chicago Title Insurance Company, and its agent, Lutz, Webb & Bobo, P.A. can rely upon the truth and accuracy of all statements made herein, and that neither City, Chicago Title Insurance Company, Inc. or Lutz, Webb & Bobo, P.A. shall be under any obligation to inquire further as to any matter or fact relating to the provisions of Florida Statutes Section 723.071, and Owner's compliance with same in connection with this transaction. 8. FURTHER AFFIANT SAYETH NOT. WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Wolverine Inv rs, LC, a Michigan limited liability co any By: RE797 rtrich, as its Manager The foregoing instrument was acknowledged before me this I 6t? day of April, 2002 by Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership, on behalf of the limite partnership who is personally known to me, who has produced as identification and who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed on behalf of the limited partn rship. NOTARY PUBLIC Print £ 6ir/- 0? r . FA aTi`aPF State of Michigan at Large (Seal) My Commission Expires: c`(_ l 3y REBECCA K. HARTKOPF Notary Public, Oakland County, MI My COmmisak n Expinea Apr, 13, 2006 [#345751 v] - 723 Affidavit][04/19/02/DL.M] 2 EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17' 14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#345751 vl - 723 Affidavit] [04/19/02/BLM] 3 Jun-26-98 06:1Sam Frnm-HMSC 0' +818-862-0176 0 Y-964 P•46/48 F-661 :.. t r EXMCr c-a Calculation 1G.M°16 a al ate of e 1. Determine periodic rate as follows: (1/363) 365 day year (1+.165P Y -, 2. Det=ine all prior distributions to Limited partners. 3. Reduce each distribution to a present value ("PV") as follows: PV of 'stribudo X Distribution X = (actaal days elapsed from slaving gate to distribution) (yr 4. Initial Capital Contribution shall have a PV equal to the Mount of same and shall be a negative number. Reduce all subsequent Capita! Contributions to a PV (since Capital Contributions represent an inflow of cash, they are negative numbers) as follows: --Ca i Connib X (am al days elapsed from date of contribution to present) (Y) ^ 5. Su,lxl the PV of the distributions. Sum the PV of the Capital Contributions, including the Initial Capital Contribution. 6. odd the aggregate PV of the Capital. Contributions (a negative number) to the aWegate PV of the distributions. The sum of these two is the net present value (" NPV "). At such time as the NPV shall equal zero, a 16.5% IRR shall have been achieved. a: If the resulting NPV determined by following the calculation oudimed in steps (1) through (6) above is negative, the target MR return of 16.5% has not yet been achieved. In such event, the remaining cash distributions required to reach The target 16.5% IRR at any point in time shall equal the following amount: (acuW days elapsed from staving date to present) --(NpV) x(yr R=97% +31$ 962 0176 06-25-98 05:49PM P046 #45 Jun-26-98 08:14am From-HMSC +813-962-0176. T-854 P.47/49 F-861 • 0 TM EXHIBIT C-3 Calculation d 2 0A Interr141 Rate Of Return 1. AiermMe periodic rate as follows: (1/365) 365 day year (1+.20)" = Y 2. De=mine all prior distributions To Limited P=ins- 3. Reduce each distribution to a present value C PV") as follows: utiors PV of Distn') Distribution X = (actual days elapsed from smrtin; daze to distribution) (Y 4. Initial Capital Contribution shall have a PV equal to the amount of same and shall be a negative number. Reduce all subsequent Capital Contributions TO a PV (since Capita! Contributions represent an inflow of cash, they are negative nutohers) as follows: ---C ital C " utio (actual days alapscd from daze of contribution to present) (Yn 5. Sum the PV of The distributions. Sum the PV of the Capital ContributxoM including the Initial Capital Co.atribution. 6. Add the aggregate PV of the Capital Contributions (a negative number) to the aggregatc pV of the distributions. The SUM of these two is the net present value (' NPV"). At such time as the NPV shall equal zero, a 20% IRR shall have been achieved- Note. If the resulting NPV determined by following the calculation outlined in steps (1) through (6) above is negative, the target I RR return of 20% has not yet been achieved. In such event, the rig cash &M-butions required to reach the target 20% IRR at any point in time shall equal the following amount: (acwal days elapsed from 5tardng date to present) __WV) x (')" R=96% +313 962 0176 06-25-98 05:49PM P047 #45 Jun-25-96 66:14am From-HMSC +313-882-D176 ?s r EST A initial fill See arched. 0 T-854 P.48/49 F-861 R-97% +313 962 0176 06-25-98 05:49PM P048 #45 Jun-25-09 96:14am From-HMSO +816-962-6176 0 T-954 P.49/49 F-661 . rr EXHIBCP E For of M eme ee en See a mclie i.. poCUMENT a-78;304 10; Al1THM RL'il1+iSBER R-97% +313 962 0176 06-z5-98 05:49PM P049 4$45 EXHIBIT "C" s General Partners Ross H. Partrich [#345753 vl -Affidavit of General Partner] [04/19/02/81,M] Jun-25-98 06:11am From-HOC 0' ?. f +813162-0176 0 T-954 P.89/49 F-861 Section 18.11 gigbg d keme ` ulative. The rights and remedies provided by ibis Agreement are cumulative and the use of any right or remedy by any party shall not preclude or waive tie right to use any other remedy. S41d rights and remedies are given in addition to any other legal rights the parties may have. Section 1$.12 Prevailing EpM In the event of litigation of my dispute or controversy arising; from, in, raider or concerning this Agreement, and any amendments hereof, including, without limiting the generality of the foregoing, any claimed breach hereof, any suit for accounting, or action for dissolution, the prevailing Partner in such action shall. be entitled to recover from the other Partner in such action, such sutra as the court shall fix as reasonable attorneys` fees and expenses incurred by such prevailing Paster. Section 18.13 No it PMW Senaficiaries. NotUng contained in this Agreements is intended to and nothing contained herein shall be Wtetp vted w confer on any party the rights of a third party beneficiary and this Agreement shall be for the sole benefit of the parities hereto. Section 18.14 EEWber„Ass>uances. The Partners will execute and deliver such &nher instruments and do such further acts and things as may be required to carry out tkue intent and purposes of this Agreement. Nothing contained herein, however, shall require any of the Partners to make any material representations, warrdmaes, or cove=m to any other Partner or to incur any material financial obligation except as specifically set forth herein or as clearly contemplated hereby. -39- A-97% +313 962 0175 06-25-98 05:49PM P039 #45 Jun-25-98 06:11am From-UC +313-862-0176 T-854 P.40AB F-861 IN WITNESS WHMOF, the eandersignet have executed This Agreement effective as of the date first above wriuem General e WOLVERINE INVESTORS, I--T -C- By: Name: Ross H. Partrich Its: Mwaging Member NBC-General Partus QRS GOLD MEDAL COMITIES, INC- By: Name: Its: imited-Partner: RHP WOLVER.dNE, L.L.C. By: Name: mss H. Pamich - ITS: Mana&8 Member MHC Limited Partner: MHC OPERATING L Kn7FD PARTNERSUM By, Manufactured Home Communities, Inc., its General Pamer By: _ Name: ITS: -39- R-97X +313 962 0176 06-25-96 05:49PM P040 #45 Jun-25-96 080 tam From-HNSC +313-962-0176 T-664 P.41/49 F-861 1 SIT A-1 L's ro ernes See attachecL R=97% +313 962 0176 Or-25-98 05:49FU P041 #46 Jun-25-98 06:12am From-HM5C +813-062.0176 a . • 5.X=1T a-a 'Purchs-st gementa w 0 T-954 P.42/49 F-861 g?9746 +313 962 0176 06-25-98 05:49PM P042 #45 Jun-25-99 06:12am From-WC 0 0 +813-962-0176. T-954 P.43/49 F-861 EXHIBIT B-1 CgLaital Name of farmer RHP General Partner MHC General Par er RHP Limited Partner MHC Limited Parmer R=97% Special Preferred Special C Con 'butiow QnWbWon COLnjjib tution $1,000 $0 $0 $1,000 $0 $0 $0 $0 $1,000,000 $3,100,000 $14,000,000 $0 +313 962 0176 06-25-98 05:49PM P043 #45 Jun-26-88 88:12am From-RMSC +313-882-0178 ?T-854 P-44/48 F-861 EMBTT 8-2 Pa "ci "n P can as es Name a ?rme? P2rtiCij2aung PercMtaQes RHP General Partner 0.017% MHC Gw aw Pamw 0.017°A RHP L4niT&d Paxmer 14.9950/a MHC Limited Par= 84-971% R-97% +313 962 0176 06-25-98 05:49PM P044 #45 Jun-26-98 96:18am From-HMSC +819-862-6176 ?T-864 P.45/49 F-861 F.lIUS1T Gz lcu n of 13. °/ bternal, ate of Ret 1, Detemine periodic rate as follows: (1/365) 365 day year (11-.135)^ = Y ` 2. Determine all prior distributions to Limited Partners. 3. Reduce each dissilribution to a present value ("PV") as follows: PV of D• •butia Distribution X (actual days elapsed Fmm starting date to 4isuibution) (Y) ~ 4. Initial Capital Contribution shall have a PV equal to the amount of same and shall be a negative number. Reduce all subsequent Capital Contributions To a PV (since Capita! Contributions represent au inflow of casil. They are negative numbers) as follows: ----Coital CantributlQII X (actual days elapsed from dare of contnbuvors to present) (Y 5. Sum the PV of ft distributions. Sum the PV of the Capital Contributions, including the Initial Capital Contribution. f. Add the aggregate PV of the Capital Contributions (a negative n*nber) io the aggregate PV of the distributions. The sum of these two is the net present value ("NPV") At such time as the NPV shall equal zeta, a 13.5% IRR shall have been achieved. &W, If the resulting NPV determined by fallowing the calcination outlined in steps (1) through (6) above is negative, the target IRR return of 13.5% has not yet been achieved. in such event, the remairniug cash distributions required to reach the target 13.5°x6 >_RR at any poim in time shall equal the following amount: (actual days elapsed fmm smrUAg date to present) --WV) x (Y)^ 8-97% +313 962 0176 06-25-98 05:49PM P045 945 Jun-25-00 05:08aa Frm-HMSC 0 7-854 P.27/40 F-081 (g) All Parmm shall report To the Tax Matters Partner the conversion of a partnership item w a nonparmership item under Code Section 6231(b) or any other provision of the Code within ten (10) days of learning of the conversion. The Tax Matters Partner shall notify the MHC Geeranl Partner in writing of the change in a Partner's status with respect to a convene. item within ten (10) days of learning of the conversion. (h) The Tax Matters Pager shall. coordinate any judicial proceeding with respect to a par?sWp item in consultation with the MHC General Partner. In the event the Tax MaTTers Partner decides to file a petition for judicial .review of a final parrmership administrative adjustment, such petition shall be filed in the Tax Court unless the MHC General Pauper agrees in writing in advance to file elsewhere. The MHC General Partner may file a petition for judicial review and if it does so sl?l1. notify the Tax Matters Palter in writing of such petition an or before the date of filing. W The Tax Matters Partner shall not agree to extend the statute of limitations for assessntiem without the prior written approval of the MHC General Partner. U) The Tax Matters Partner and the MHC General Partner shall be authorized to incur expenses in the performance of Their duties pmstmt to this Agreement. Subject to this Section 9.10(1). such expenses shall be borne by the persons who were Partners of the FarmersWp at any time during the applicable taxable year without regard to whether such Persons are Partners at The time the expense is incurred. Such expenses shall be allocated to the Parmers and former Partners having an interest in the proceeding at the time the cost is inewTed in. proportion ro their relative Participating Percentages for the applicable taxable year. Notwithstanding anything contained herein to the contrary, in the event of any administrative or judicial proceeding for Federal income tax purposes for any taxable year that challenges the validity of the allocations made pursUu to er ' 8.01 - hereof, all expanses incurred by The Partnership with respect thereto shall be borne solely by whichever General Partner (if either of them) wishes to resist such challenge. (k) The provisions of this Je?on 9,10 shall govern the conduct of all Persons who are cwmntly Partners of the Partnership and all Persons who were Partners during the applicable Partnership taxable year. A Partner shall not be relieved of any duties or responsibilities imposed under this 'cle by The termination or transfer of an Interest. (I) All terms used in This 9. 0 That are defu>:ed in the Code Section 6231(a) shall have the mcauings set forth therein. ARITCLE X WOKS OF ACCQM AM RECQMS; FISCAL YEAR Section 10.01 13oo cs arud cords, proper and complete records and boots of account shall be kept by or at the direcpon of The Managing Partner in which shall be entered fully and -?.6- +313-862-0178 g=97% +313 962 0176 06-25-98 05:49PM P027 #45 Jun-26-96 08 04am From-WC . .t .1 +818-962-0176 0 T-864 P.26/49 F-661 accurately all u=sactions and other matters relative to the Partnership's business as are usually entered i= records and books of account maintained by persons engaged in business of a like charmer. The Parmership's books and records (including annual and quarterly reporis) shall be kept on an accrual basis in accordance with generally accepted accounting ptirtciples consistently applied- The books and records shall at all tunes be maintained at one of the principal offices of the Partnership and shall be open to the reasonable inspection and examination by, and copies shall be provided on request to, any of the Partners or their duly authorized representatives during reasonable business hours. Section 10.02 Tax . The Manging Partner shall cause the Parmersliip's tax returns and annual financial statements (which shall include a balance sheet as of the end of each fiscal year and income statement for such fiscal year) to be prepared on an audited basis by Cantor & Cantor or such other accoimdng firm which is approved by the General Partners. The Managing Pannier shall provide the Partners with a copy of such tax retu= and financial smatements, together with the Partners' Schedule K-1, on or before March 15 of the year immediately following the year w which they relate. No later than fifteen (15) days after the end of each month, the Managing Parmer sh411 fim sh, or cause to be furnished, to each Pmm= an unaudited balance sheet as of the close of such monde, an unaudited statement of operations for such month, and an unaudhed statement of cash flow for such month. Section 10.03 Fiscal The fiscal year of the Partnership shall end on December 31. ARTICLE XI PARTNERSFHP- UNDS The funds of the P$rcawship shall be deposited is one or more account or accounts to be maintained in a batik (or banks) which is a merritm of the FDIC and "well capitalized" under FDIC roles for purposes of accepting brokered deposits. All funds of the Parmership not expended and aU reserves of the Partnership shall be temporarily invested, in one or more of the following iasarut erats, all of which will be of high quality with remaining maturities of not more than one year: (i) (ii) (iii) (iv) (v) (vi) (vii) obligations of the United States Government, its agencies or instrumentalities; bank repurchase agreements; demand accounts with a United States batik; negodable bank certificates of deposit; commerical paper; bankers acceptances; and money market funds which invest primarily in securities. -27- United States Government R=97% +313 962 0175 06-25-98 05:49PM P028 #45 Jun-26-98 0844am From-HMSC , +818-862-0178 0 T-864 P. 28/48 F-861 All withdrawals from any such bak or other firuancial institution accounts WWI be made by the duly authoriized agent or agents of The Massaging Partner for the purposes specified in ibis Agreement Partnership f=ds shall not be commingled. with those of any other person. ARTICLE X1I 3TATU F L PAR R Section 12.01 do - The Limited Parmers shall not participate in the management or control of the Pip's business nor shall they tra=ct any business for the Partnership, nor shall they have the power to act for or bind the Pamership, said powers being vested solely and exclusively m the General Partners. The Limited Partners shall have no interest in the properties or assets of either of the General Partners, or any equity therein, or in any proceeds of any salts thereof by virtue of owning an interest in the Partnership. Section 12.02 Liabili__The Limited Farmers shall not have any personal liability whatsoever, whether to The Partnership, to the General Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses beyond each such Limited Partner's Capital Contributions. Section 12.0") Other Activities. The Limited Partners and their respective Affiliates may have other business interests and may engage in other activities in addition To those relating to The Farmership. 1 either the Partnership nor any Partner shall have any right by virtue of this Agreement or the Partnership relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if such other veamms or activities are competitive with the business of the Parmership, shall not be deemed wrongful or improper. ARTICLE XM JPANSFM OF EABMPM2 INTEREST Section 13.01 Gen The Parmers acknowledge that this Partnership involves the relationship of trust and confidence which is unique to the parties. Accordingly, except as provided in this AnicleM or ArgcleXFV hereof, no Partner shall sell, assign, pledge, hypothecate or transfer all or any part of its Interest in the Partnership voluntarily or permit such a transfer by operation of law or otherwise. No person or entity which is the transferee of any Interest in the Partnership shall become a substitute Partner in The Partnership without the express written consent of both General Partners. The General Partners shall not unreasonably withhold consent to a transferee becoming a substitute Partner in. The Partnership if the transfer was made pursuant to Section 13.03, Section 13.02 Tmsfer of Interest of General_P_adner_ Neither the RIP General Partner nor the MHC General Partner may transfer all or any portion of its Interest in the Partnership as -28- R=97% +313 962 0175 06-25-98 05:49PM P029 #45 dun-25-06 06:06am From-WC k- . ,, +818-862-0178 is T-864 P.30/40 F-861 a General Partner without the prior writren consent ofThe non-transfer ing CreneYal Partner, which consent may be given or wi teld in the sole discretion of such General Partner. WiTholtt limiting the foregoing, the MHC General Partner shall not permit the transfer of any shares in the MHC General Partner without the prior written consent of the RHP General Partner, which consetrt may be given or withheld in its sole discretion. Section 13.03 ?sLer of t of Limited 'Farmer. Except as otherwise provided in icle XIV neither the UP Liatited Partner nor the MHC Limited Partner may transfer all or any portion of its Interest without the prior written consent of the General Partners, which consent may be given or withheld in, each General Parptei's sole discretion; provided, however, that each of the RHP Limited Palmer and the MHC Limited Partner is hereby p=niued, without the consent of any Pater, to transfer all or any portion of its Interest in The Partnership to any Pmnirmd •a ffiliam or any Permitted Transferee. Any such transferee shall, upon execution of such documents as approved by the General Partners which bind such transferee to the terms and conditions hereof to the same extent as the transferor, be admitted as a substitute Partner having the same rights, powers and duties hereunder as the transferor and all references herein To the umnsferor shall thereafter mean the trawferee. Section 13.04 F er a 'ons. E=h Partner agrees that it will riot voluntarily: (i) take any action which would result in the Partnership becoming a "publicly traded partnership" as defined in Section 7704 of the Code; (ii) do any other act (outer than as permitted in accordance with this Agreement) causing the dissolution of the Parmership (other than a technical dissolution with inunediaTe reconstitution) prior to its termination purs=t to The terms hereof; or (iii) withdraw or attempt to withdraw from the Partnership except upon the sale or transfer of all of its interest in the ParmersWp in compliance with Sc2rion_l3_a3 or Article )G hereof. ARTICLE XIV BUY-SELL ]!RQVISIONS Section 14.01 InLuarion of Offer. (a) The provisions of this AAr ftle ' may be initiated by either the MEiC General Partner or the REP General Partner at any time. N Subject w and within the limitations set forth in -Secdan- a hereof, either of the General Farmers (far purposes of this Adele )aV . the "Offeror") shall have the right, subject to The next sentence, to give to the other General Partner (for the purposes of this Article )UV the "Offeree") a written notice (for the purposes of this Ancle_ XIV, the "Offer") stating that the Offeror wishes m imple=nr The provisions of this Article MV and stating The cash price at which the Offeror would be willing to purchase an undivided one hundred percent (1009/0) Interest in The Partnership. -29- R-97% +313 962 0176 06-25-98 05:49PM P030 #45 Jun-26-96 06:06am From-HMSC 0.' P.31/49 F-961 (c) (i) In the every that RHP General Partner shall make an Offer to the MHC General Partner ptnswmy to this Article MV such Offer shall be deemed to have been made for the entire Interest in the Partnership of both The MHC General Parmer and of the WC Limited Partner. Any decision by MP1C General Pamer to accept an Offer shall be binding on The Ml-IC Limited Partner. Alccordingly; all references herein to a purchase by RHP General Partner of the interest of the MHC General Parma shall include the interests of the MHC Limited Partner. (ii) In the event that MHC General Farmer shall make an Offer to the REP General Partner pursuant to this Article XIV, such Offer shall be deemed to have been made for the entire Interest in the Partnership of the RHP General Partner and of the RHP Limited Pamec Any decision by RHP General Partner to accept an Offer shall be binding on the RHP Limited Fames. Accordingly, all references herein to a purchase by MHC General Partner of the interest of RHP General Parmer shall include the interests of the RHP Limited Farmer. Section 14.02 Response to Offer. Upon receipt of an Offer, the Offeree shall then be obligated either To: (a) sell to the Offeror all of the Offeree's Interest in the Partnership at a cash purchase price equal to the amount the Offeree would have received if the Partnership had sold all of the Partnership's business and property for the price stated in the Offer and the Partnership had distributed the net proceeds resulting Therefrom; or (b) purchase from the Offeror all of the Offeror's Interest in the Partnership at a cash purchase price equal to the amount the Offeror would have received if the Partnership had sold all of the Partnership's business and property for the price Mated in the Offer and the Partnership had d w1b ued the net proceeds resulting therefrom. The Offeree shall give writ= notice of its election to the Offeror within thirty (30) clays after receipt of the Offer. failure of the Offeree to give the Offeror written notice within such 30-day period shall conclusively and irrevocably be deemed to be an election under subsection (a) above. In the event that the Offeree elects To purchase the offemr,s Interest, such notice may contain such conditions no Closing (as here4 afcr defiled) as the Offeree determines, including but not limited to, receipt of acceptable financing for the acquisition. In the event that the Offeree fails to satisfy or waive such conditions to Closing within one hundred twenty (120) days of delivery of such notice, the Offeree shall be deemed to have made the election under subsection (a) above. Section 14.03 in . The Gruen], Partner which has accepted or deemed to have accepted the Offer by the other General Partner, as the case may be, is hereinafter called the "Seller" and the other General Partz= is hereinafter called the -Buyer". The price on which the Seiler and Buyer have agreed is hereinafter called the 'Purchase Price". The closing of any sale of an Interest pursuanT to this k XIV ("Closing") shall be held at the time, date and place -30- +318-962-0176 • T-964 R-97% +313 962 0176 06-25-98 05:49PM P031 #45 Jun-25.98 06:06am From-HUBC +818-862-0176 . T-854 P.82/49 F-881 designated, in a written notice from Buyer to Seller. which date shall be within shiny (30) days of the satisfaction or waiver of the Buyer's conditions W Closing. The Seller shall sell and assign its Interest in the Partmrship for the Purchase Price to Buyer, or its designee, at the Nosing, and conveyance shall be made by as appropriate assigwaent, duly and validly executed by the Seller, conveying, its entire Interest in the Partnership to Buyer free and clear of all liens, claims, encumbrances, and rights of others Together with such other documents and instru rents as the Buyer may reasonably request which may include, without limitation, a quit claim deed relating to the Propetdes and other assets of the Partnership, if any. The Purchase Price to be paid by the Buyer shall be paid by wire Transfer or other irarnediately available funds- In the event There are any transfer taxes payable as an incident to the conveyances at the Closing, such taxes shall be expenses of the Buyer or Seller in accordance with the local custom in the state in which each property is located. Section 14.04 isnmTle Buyer's right To purchase the Seller's Interest in the Partnership pursuant To this Article M shall not be 4ssignable or transferable. Secdou 14.05 Failure To Closg Sal If any Seller or Buyer under W3 A ticle ?QV does not consu u:nate the purchase and We in accordance herewith (other than on account of the default of the outer parry obligated under this 'c a XIV or the failure to satisfy any con&tion to Closing), then the non-defaulting party shall, without linl'.itation of any other right or remedy it may have hereunder or otherwise in law or in equity. (i) no longer have the obligation to become a Seller or Buyer under this Article HIV, as the case may be, and (ii) be entitled to. a decree of specific performance in arty court of competent jurisdiction, without furnishing bond or other security, in order to consummate such purchase. The Partners hereby acknowledge that such specific performance remedy is necessary bemuse the Interests are unique, and a breach by any Partner of any obligation to convey its interest in any such assets cannot adequately be compensated by money damages. No sale pursuant to this Article 29V shall relieve the Seller or Buyer from any duly or obligation owed to the Partnership or the other Paraiets which accrued prior to The date of the sale or shall constitute a waiver or release of claims witkt respect thereto. ARTICLE XV DR FAULTS Section 15.01 93enus of Default. Each of the following occurrences is referred to in this Agreement as an "Event of Default" and the Partner with respect to which such occurrence takes place is referred to as a "defaulting Parmee': (a) The failure of a General. Partner to c=ply with any of the provisions of Article MV of this Agreement within the applicable time periods therein provided. (b) The failure of a General Pam= to comply with any of the other provisions of this Agreement and the continuance of such failure for a period of ten (10) business days after written notice thereof is given to such General Partner by another Partner -M- R-97M +313 062 0176 06-25-98 05:49PM P032 #45 -10 i Jun-26-98 06:0Tam From-WC +313-962-0176 0 T-854 P.33/40 F-881 specifyin the nature thereof; provided, however, if any such failure cannot by its nature be cured or remedied within such 10-bustueess day period, the defaulting General Partner shall have such further or addidonal time (up to a ma4muna of as additional one hundred twenty (120] days) to cure or remedy the failure as may be reasonable and necessary so long as the defaulting General Parmer commences to cure such failure within such ten (10) business days and continues with reasonable diligence thereafter to cure or remedy such failure. ' (c) The failure of a General Partner or Partrich (with respect to the RIP General Partner) to comply with any of fte provisions of Loan Documents within the applicable time periods therein provided. (d) The filing by a General. Pa mer of a voluntary petition in bankruptcy or insolvency, or of a petition for relief or reorganization under any bm*ruptcy or insolvency law. (e) The consent by a General Partner to the filing of an involuntary petition in bankruptcy or the failure to vacate any order approving an involuntary petition within ninety (90) days from the date of entry thereof (f) The envy against a General Partner of an order for relief under the Federal Bankruptcy Code (or any successor statute) or any other order, judgment or decree by any court of competent jurisdiction on the application of a creditor adjudicating such General Partner insolvent or approving a petition seeking reorganization or appointing a receiver, trustee, custodian or liquidator of all or a substantial part of such General Partner's assets, and such order, judgment or decree continues unstayed and in effect for a period of ninety (90) days. (g) The assignment by a Ge=al Partner for the benefit of its creditors of all or substantially all of its properly, or the consent of a General Partner to the appoia=ex of a receiver, liquidator, custodian or trustee in bankruptcy or insolvency of all or substantially all of its property or of such General Partner. (h) A General Partner shall attempt to withdraw from the Partnership in violation of Secdon 13_WHI) of this Agreement- (i) The failure of a Limited Farmer to perform its obligations under this Agreement. Section 15.02 CgnMueaces of of PdMW iw If an EveM of Default occurs and is conftuin& (i) the MHC General Partner (in the event the defaulting Partner is the REP General Pan= or the REP Limited Parmer) or (ii) the W General Partner (in the event the defaulting Part= is the MHC General Parmer or the MHC Limited Partner), shall have all rights and remedies provided at law or in equity (including the right to obtain monetary damages), in -32- R=g7% +313 962 0176 06-25-98 05:49PM P033 #45 Jun-26-98 06:08am From-HNSC 0 t818-982-0176 0T-854 P.34/49 F-881 additiou to such other rights and remedies as are provided for in this Agreement. Without limiting the foregoing in the event that (i) the M iC General Partner (in the event the defaulting Partner is the RHP General Partner or the RHP Limited Farmer) or (ii) the RHP General Partner (in the event the defaulting Partner is the MHC General Partner or the MHC Limited Partner), shall not exercise its rights pursum to Agkk or -X-Y hereof, then the Parmership shall not dissolve bur shall continue with the applicable non-defaulting Partner as the sole General Paruler hereon In such event, the defaulting General Partner shall retain its economic interest in the Partnership, subject to the provisions of this Agreement. Section 15.03 "bation min Cash Flaw. Notwithstanding the provisions of Section 7.02 in the event of an Voluntary Change of Control, a Payment Default or an Event of Default whit respect to the RHP General Partner or the RHP Limited Partner, in addition to the remedy provided in Secdon_ 9.04 above or elsewhere iu. this Agreezneat, all distributions of Operating Cash Flow shall be distributed in the following order of priority- (a) Fhs% 1009 to the MHC Limited Parmer, until the MHC Limited Parmer has received all accrued and unpaid Special Monthly Preferred Distributions for all prior Disaibution Dams That have not been previously distributed to the MHC Limited Partner, together with interest thereon calculated at the Adjusted Special Preferred Pay Rate through such date of distribution; (b) Second, 100%) to the MHC Limited Partner, until the MHC Limited Partner has received an amount equal m due Adjusted Special Preferred Yield as of such date of distnibution (which amount shall include an amount equal to the total uulrettuaed Special Preferred Contribution); (c) Third, 100% to the Partners, pro rata in accordance with their respective Participating Percentages, until such Farmers have received an atrtount equal to their total Capital Contributions; (d) Fourth, 1001/9 to the RHP Limited Partner until the RHP Limited Parmer has received an moaut equal to the RHP Amount; (e) Fifth, 100% to the Partners, pro rare in accordance with their Participating Percentages, until the Partners lave received an amount egu4I to the Equity Yield (less amounts dLmibutted under Sections IS.03fc) and Ud hereof) as of such date of disco-bunion; (f) Thereafter, (1) 500% to the MHC Limited Partner, (ii) 37.5% to the Partners, pro rata in accordance with their Participating Percentages, and (iii) I2.5%o to the then Managing Partner. Section 1544 Distrib ??s_ of Genital Proceed. Notwiftranding the provisions of Secdon 7.03, in. the event of an Voluntary Change of Control, a Payment Defauh or an Event of -33- g®97% +313 962 0176 06-25-98 05:49PM P034 #45 Jun-25-99 06:09am From-WC ., +318-862-0178 T-954 P.35A9 F-861 5 Defauh with respect to the RHP General Parmer or the RHP Limited Partner, all Capital Proceeds shall be distributed in the following order of priority: (a) First, 100% to the MHC Limited partner, until the M1-1C Limited Partner has received all. accrued and unpaid Special Monthly Preferred Distributions for all prior Di=ibutiou Dates that have not been previously distributed to the MHC Limited PA=cr, Together with interest thereon calmAued at the Adjusted Special Preferred Pay Rate through such date of distribution; (b) Second, 100% To the MHC Limited Partner, until The MHC Limited. Partner has received an amount equal to the Adjusted Special Preferred Yield as of such date of distribution (which amount shall include an amount equal to the total unretumed Special Preferred Contribution); (c) Third, 100% to the Partners, pro rata in accordance with their respective Participating Percentages, until such Partners have received an amount equal to their total Capital Contributions; (d) Fourth, 100°/6 to the RHP Limited Partner until the RHP Limited farmer has received an amount equal to the RHP Amount; (c) Fifth, 100% to The Partners, pro rata in accori4mce with their Participating Percentages, until the Partners have received an amount equal to the Equity Yield (less amounts distributed under Section I §. 0-4(c) and L41 hereof) as of such date of distribution; (f) Sixth. 100% to the RHP Limited Partner, until the RHP Limited Pamer has received an 4mowit equal to the Special Contribution and its total Interim Contributions, if any; (9) Thereafter, (i) S05/5 to The MHC Limbed Partner, (ii) 37-5% to the Partners, pro rata in accordance with their Participating Percentages, and (iii) 12.5% to The then Managing Partner. AR17CLE XVI D15SOLUI'IO • L A ON AND WINDING-UP Section 16.01 Dissol>1 'on f P ' . The occurrence of any of the following events shall work an immediate dissolution of the Partnership: (a) the expiration of the term of the Partnership as provided in Article 17 of thus Agreement; -34- R-97% +313 962 0176 06-25-98 05;49PM P035 #45 Jun-25-98 08:09am From-HMSSC i . _' , 0 +818-982-0178 0 T-854 P.88/49 F-881 (b) all of the Panmersinip's interest in the Properties shall have been sold or otherwise disposed of, (a) if either GeneW Partner shall commit an Event of Default, at the election of The non-defaulting General Partner to dissolve the Partnership; or (d) if both General Parmers have ecmmitted an Event of DefaulT, unless the Partners elect within ninety (90) days to continue the Parmerslvp anal unanimously select a substitute General Partner. Section 16.02 Windine-Un and Li " a'on. In the event of the dissolution of the PartnersbiA the General Partners (or the non-defoulting General Pa mer, as The case may be) shall promptly proceed to wind up the affairs of the Partnership and to liquidate its iuvesmeats. The PaMers shall share profits, losses and cash distributions during the period of liquidation in accordance with Aaigig VII and VIII hereof. The General Partners (or the non-defaulting General Partner, as dw case may be), shall have full right and unlimited discretion to determine The time, mamar and mr= of any sale or salts of all or any portion of the Property or other assets of the Partnership pursuant to such ligI44ation having due regard to the activity and condition of the relevant market and general financial and econornic conditiow. If the Partnership sells or otherwise dispo= of all or any portion of The Property or other assets of the partnership in cotutectinn with the liquidation of the Paromship for consideration which includes, in whole or in part, the Para mmhip retaining arty note, receivable or other debt obligation, then the winding up and liquidation of the Partnership as provided herein shall continue until all amounts owed to the Partnership in connection therewith have been paid in fink or otherwise discharged or satisfied. Section 16.03 DiMIburians izi Ljq ' 'on. Following the payment of all debts and liabilities of The Partnership sad all expenses of liquidation, and subject to the right of the M W49149 Partner to set up cash reserves as they may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, the Partnership's assets shall be distributed TO The Partners pro rata, in accordance with their Capital Accounts, determined after the allocation of all Profits, Losses and items of income, gain, expense or loss. Section 16.04 Rid ofpa?mers. Except as provided in Section 6.04 hereof, each Partner shall look solely un the assets of the Partnership for all distributions with respect To the Partnership and for the M= of its capital contribution and shall have no recourse Therefor against any farmer. Except as provided in Secn? . "on 6.04 hereof, no Partner shall be required to contribute any additional money or property To The capital of the partnership with respect to any deficit in its Capital Account upon liquidation of the Partnership or otherwise. A Partner shall not have any right to demand or receive property other than cash upon dissolution and termination of the Partnership or to demand the remm of its capital eoruaribution to rte partnership prior to dissolution and termination of the Partnership. -35- R-97% +313 962 0176 06-25-98 05:49PM P036 #45 Jun-25-99 66:69am From-HNSC ¦ 1 +812-9sz-0179 T-964 P-37/49 F-861 Secdon 16.05 a do . Upon ttue completion of The liquidaTion of the Partnership and the distribution of all Partnership fhad% ft Partnership shall terruiuate, and the General Partners (or the non-defaulting General Partner, as the case may be) shall have the authority do execute and record a Certificate of Cancellation of rho Partnership as well as any and all other documents required To effect the dissolution and termination of the Partnership. ARTICLE XVII S AMEMNEW This Agreement may be amended at any time only with The written consent of both of the General Partners and those Limited Panners holding a majority of the Participating Percentages then held by all of the Limited Partners. &VDra NAL rRgUs gNS Section 18.01 OTher hjgj . The Partners hereby agree to execute all dorumenTs and STS from time to time necessary w effect This Agreement, including, without limitation, a Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware. Section 18.02 Rubl i 'tv The Partners agree that they will consult with each other concerning any proposed press release or public announcemenT pertaining to The acquisition or operation of the Properties or the business of the Partnership in order to agree upon the Text of any such press release or the m dng of such public announcement, which agreement shall not be unreasonably withheld or delayed. Section 18.03 Eff This Agreement shall be bindins upon and inure to the benefit of the parties herew and their estates, personal representatives, successors and assigns and shall not be modified except as provided herein. Section 18.04 Govemin¢ Law. This Agreement and The rights of The parties hereunder shall be governed by and interpreted iu accordance wiTh the laws of the State of Delaware. Section 18.05 out . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same jnstrurrlent. In addition, this Agreement may contain more Than one counterpart of the signature page and this Agreement may be executed by The affixing of the signatures of each -of the Partners to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have The same force and effect as though all of the signers had signed a single signature page. -3& R-97% +313 962 0175 06-25-98 05:49PM P037 #45 Jun-26-06 06:10am Frail-HMSC +313-962-0176 0 7-664 P-38/40 F-861 Section 19.05 Paxtiid,,E fljW. If any provision of this A,greerx?ettt, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances ocher than those to which it is held invalid, shall not be affected thereby. Section 18.07 'res. The names and addresses of the Partners are as set forth below. All notices, demands, consents, requests, approvals, and other communications required or permitted hereunder shall be in writing and shall be debumd to have been properly given if hand delivered, or if mailed (effective upon receipt or, if refused, upon date of refusal) by United States registered or certified trail, with postage prepaid, return receipt requested, or if sent by a nationally recognized private courier postage pro-paid, rctarn receipt requested (effective upon receipt or, if refused, upon the date of refusal) or if sent by facsimile (effective upon receipt) to the Partners at the following addresses (or such other addresses within the United States of America as shall be given in writing by either Partner to the other in accordance with this Section 18.,007 If TO the RHP General Patter or the REP Limited Partner, to: c/o MEP Properties, Inc. 31550 Northwestern Highway suite 110 Farmington Hills, Michigan 48334 Fax: (248)-851-9413 If to the MHC General Partner, or the MHC Limited Partner, to: c/o Manufactured Home Communities, Inc. Two North Riverside Plaza Suite g04 Chicago, Minis 60606 Ammdon: General Counsel Fax: (312)-474-0437 Section 18.08 This Agreement constitutes the entire understanding of the parties hereto with respect to the subject martec hereof and no amendznent, rnodificadon or alteration of the terms hereof shall be effective or binding unless the same be in writing and signed by all of the Parmers. Section 19.09 Waiver o0adlio n. Fach Partner irrevocably waives any right to maintain an action of partition with respect % the Partnership°s properties. Section 18-10 ro N . All personal pronouns- used in this Agreement, whether used in, the masculine, feminine or neuter gender, sh411 include all ocher genders, the singular shall include the plural and vice versa and shall refer solely to the parries signatory thereto except where of xTMse specifically provided. Titles of Articles and Sections are for convenience only, and neither limit nor amplify the provisions of the Agreement itself. -37- Ra97% +313 962 0176 06-25-98 05:49PM P038 1$45 Jun-26.96 05:54am From-HMSC * r 0 +818-962-0176 is T-654 P.18/49 F-651 (2) Then, ro the Partners, pro terra in accordance with their respecrive Participation Pemeamses, until the Losses allocated to thm pursuam to this ection b I.Q1(b)(2) Nu?a?l (offset) any Profits previously allocated to Them pursvam to Seclian UA hereof, M 't'hen, to the MHC Limited Partner, until the Losses allocated to it pursuant to this ection 5.01 equal (offset) any Profits previously allocated to it pursuant To Section ,OIW QI hereof; (4) 'When, to the RHP Limited ?u=r, until the Losses allocated To the RHP Limited Farmer pursuant to this Section $.01(b)(1 equal ft RHP Limited Partner's Special Conm"burion W Interim Contributions, if any, (S) Then, to the I imbed Partners, in proportion to their original Capital Contributions, until the Losses allocated to there. gursuam to this a ion 5.01 b equal Their original Capital ConwItuions; and (6). The balance, 50% ao the RHP General Partner and 509 to the MHC General Partner. To the extent That any alloc:auuons of ,Profirs are offset by allocations of Losses under Section 8-01 (II, fn or M all such allocations shall be disregarded for purposes of computing subsequent allocations pursuant To this S=jon 8.01. (c) The fallowing special allocations shall be made is The following order: (1) Minimum Gain Chaargeba&. Except as otherwise provided in section 1.704-2(i7 of the Treasury Regulations, if there is a net decrease in "partnership minimum gain" during any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an aamounr equal to such Partner's share of the net decrease in "par mership minimum gaiu," dew xmined in accordance with Section 1.704-2(g) of the Treasury Regulations. This Sec_don 8.01(c)(_I) is intended To comply with the minimum gain chargebamk requirem= in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (2) Partner Wmimunl Gain Chargeback. Excepr as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in "partner nonrecourse debt minimum gain" at¢tbatable to a "partner nourecourse debt" during any fiscal year, each Partner who has a "share of parmer nonrecoune debt mtirtir= gain° arutbutable to such "parmer noureeDurse debt," determined in accordance with. Secdon 1.704-2(i)(5) of The Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and. if necessary, subsequent fiscal years) in an amount equal to such Partner's share of the net decrease in "partner nourecoutse debt minimum -12- R=97% +313 962 0176 06-25-98 05:49PM P013 #46 Jun-26-98 95:54am From-HMSC 0T+213-062-0170 -854 0 1 P•14/49 F-861 gain" attributable to umb "par>Sr?er nonrecourse debt." determined in accordance with Regulations Section 1.704-2(i)(4). This Section$.01(clU2 is iraended to comply wirh the mkiirrturn gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently Therewith. (3) Quallfled Income Offset. In ft event any Partner unexpectedly receives my adjusnnent, allocation, or Mmibutwn described in Section 1.704-1(b)(2(l)(4)(4), Section 1.704-1(b)(2)Q(d)(5), or Section 1.704-1(b)(2)(ii)(4)(6) of the Treasury Regulations, items of Purm rsWp income and gain shall be specially allocated to such Portlier in an amo= and manner sufficient m elinninate, as quickly as possible, any deficit in such Partner's Adjusted Augmented Capital Account creatad or increased by such adjusmut, alloc4tiou or distribution, provided that an allocation pursuant to this Section 9.01 LOW shall be made only if and to the extent that there would be a deficit in such Partner's Adjusted Augmented Capital Account after all other allocations provided for in this Secrion $_01_ have been tentatively made as if this Section S_01(c)(3_) were not In the Agreement. (4) Nonrecourse Deductions. Any "nonrecourse deductions" for any fiscal year shall be allocated entirely to the RHP General Partner. (5) P>u Mer Noarecourse Deduedons. Any "partner nourecourse deductions" for any fiscal year shall be allocated to tae Pamper who bars the economic risk of loss with respect. to the "partner nou ecourse debt" to which such "putter nonrecourse deductions" are attributable in accordance with Section 1.704-20)(1) of the Regulations. (6) Depreciadon. Any remaining depreciation of any Property for any fiscal year shall be specially allocated to the RHP General Parmer. (7) Gain on Sale of a Property. Any remaining gain on any We or other disposition of a Property for any fiscal year shall be specially allocated in the following order of priority: (11 First, to d3a RHP General Partner, so that (and until) the gain allocated pursuant to this Section 8.01(cN -U is equal to the depreciation of such Property specially allocated to the RHP General Partner pursuant to Section 9.01(c)(& above; 41) Then, w rise RHP Unlited Partner, so that (and until) the gain allocated pursuant to this Section L (el(7)(ii] is equal w teh excess of (i) the sum of (A) so much (if any) of the RHP Amount aS the Partnership distriluted to the M LbWted Pamper prior w such sale and (]3) so much (if any) of the RIP .Amour; as the Parumbip distributes to the RHP Limited Partner from the proceeds of such sale pursuant in Sections Z 03(c) and 15.04(d) over (ii) any gain previously allocated ptu mi: to this Section $.01(c)(7)(ii); and -13- R-97% +313 962 0176 06-25-98 05:49PM P014 x#45 Jun-26-96 06:66am From-HMSC ;. .. 6 +$1$-662-0116 0-664 P. 16/49 F-661 (iii) The balance, if any, shall be included in the computation of Profit or Lass for such year. ($) Profit or Loss in Year of Sale of Substantially All Assets. U) Profit in the year of a sale or other disposition of all or substantially all of the Partnerslp's assets, or upon dissolution of the Partnership, shall be allocated as follows: (A) First, to all. Partners laving deficit balances in their Augmented Capiml Accounts (computed after taking into account any other Profit or Loss for the fiscal year in which such event occurred and all distributions pursuant to Serdnns 7.02, 1-01 1=3 and 15.04 with respect to such fiscal year) in excess of their Participating Percentage multiplied by the aggmp a amount of such deficit balances, and thereafter in proportion to, od to the extent of, such deficits; and (R) Thereafter, any remaining Profit shall be allocated mong the Partners so as m produce Capital Accounts for the Partners such that the amounts distributed pursuant w Section 16.03 hereof will be in the amounts, sequence and priority set forth in Section 7.03. Notwithstanding the foregoing, in the event a Voluntary Change of Control, a Payment Default or an livent of Defaitlt with respect to the RHP General Partner or ilia RIP Limited Partner has occurred, any remaiving Profit under this Section 8.01(c)(9)(i)B) hereof shall be allocated among the Partners so as to produce Capital Accounts for the Partners such that the amounts distributed pursuant to Sgggon 16.03 hereof will be in the amounts, sequence and priority set forth in Secdota_15- . (ii) Loss in the year of a We or other disposition of all or substantially all of the Partnership's assets, or upon dissolution of the Partnership, shall be allocated among the Partners so as to produce Capital Accounts for the Partners such that The amot nts disnibuted pursuant to Section ? hereof will be in the amounts, sequence and priority set forth in Section 7.03. Notwithstanding the foregoing, in the event a Voluntary Change of Conuol, a Payment Default or an Event of Default with respect to the RHP General P=ier or the RHP Limited Partner has occurred. Loss in the year of a sale or other disposition of all or substantially all of the Partnership's assets, of upon dissolution of the Partnership, shall be allocated among the Parners so as to produce Capital Accounts for the Partners such that the amounts distributed pursuant to Section-I"3 hereof will be in the amounts, sequence and priority set forth in Section 15-91. (d) The provisions of Section 5.01(eX 1) below and the provisions of Section 8.0I c S hereof (collectively, the "Regulatory Provisions") are intended to comply with -M- P-96% +313 962 0176 06-25-98 05:49PM P015 #45 Jun-26-98 95:65am Prom-1141SC J . , { , 0; +318-982-8178 .T-854 P.IOA9 F-861 certain requirements of the Regulations. It is the intent of the Partners that all 410cadvns pursuant to the Regulatory Provisions shall be offset either with other allocations pursuant to the Regulatory Provisions or with curative allocations of other items of Partnership income, gain, loss, or deduction pursuant To this S=on 8.01(d). Therefore, notwithstanding any preceding provisions of this Section 6.01 (other than the Regulatory Provisions), such offsetting (curative). allocations of Partnership income, gain, loss, or deduction shall be made so that each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Parmer would have had if the Regulatory Provisions were not part of this Agreement. in the making of such curative allocatiow, there shall be taken in to account fnture allocarions under Sections- 8.Q1 c 1 and 8.01(c)(2) that, although not yet made, are likely to offset other allocations previously made corder Sections 8.01(c)f41 and 8. 1 Lclf 51. (e) Any other provision of this Section 6.01 norwithstanding, no Loss or item of expense ar loss shall be allocated to any Partner to ft extent such allocation would create or increase a deficit in such Partner's Acijusmd Augmented Capital Account. (f) For purposes of this Agreement: (1) "Aug=ted Capital Account" meaas, with respect to any Partner, such Partner's Capital Account, increased by such Partner's "share of partnership minimum gain" and such Partner's "share of partner nonrecourse debt minimum gain." (2) "Adjusted Augmented Capital Account" means, with respect to any Partner, such Parmer's Augmented Capital Account, reduced by those anticipated allocations, adjustments and distributions described in Section I.704-1(b)(2)( DOX4}(G) of the Treasury Regulations, and "increased by the amount of any deficit in such Partner's Capital Account that such Partner is obligated to restore under Section 6.04 or is deemed obligated to restore under The provisions of Section 1.704-1(b)(7)(ii)(c) of the Treasury Regulations. (3) ''Profit" and "Loss" each means the Partnership's taxable income or loss (A) inaeased by any tax-exempt income described ju Section 705(a)(1)(B) of the Code, (B) decreased by any nondeductible, noncapitalizable expenditures described in Section 705(a)(2)(B) of the Code and (C) disregarding any kern of income or loss specially allocated pursuant t4 Section 8.01(c) or 5.01(d). (4) All other terms set off in quotation marks and not otherwise defined shall have the meaning ascribed to them in the Treasury Regulations. -Is- R-96% +313 962 0176 06-25-96 05:49PM P016 #45 Jun-25-99 06:66am From-HMSC +918-962-0176 0T-864 P.17/49 H61 (g) In the event a Voluntary Change of Conr ml, a Payment Default or an Event of Default with respect to the RBP General Partner or the RRP Limited Partner occurs, after giving efeet to the special allocations set forth in Sections 8.Q1(c) and 8.01(4) hereof, Profit for the fiscal year in which such event occurs and each subsequent fiscal year shall be allocated among the Partners as follows: (1) First, 50% to the MHC Genera! Partner and S0% to the RUP General Partner, until the Profits allocated to them pursuant to this Sectio 1 equal (offset) any Losses previously allocated to theta pursuant to Sections 8.01(b)(6) and 9.01(h)(6) hereof; (2) Then, to the Limited Partners, ixt proportion to their original Capital Contributions, umd the Profits allocated to them pursuant to this Section 8.01 (g)02) equal (offset) any Losses previously allocated to them pursuant To Settlol]s_$,Q1(b)(3) and 8.018.01 fh)(5) hereof; (3) Then, to the RHP Limited Farmer, until the Profits allocated to it pursuant to this section 8.010 equal (offset) any Losses previously allocated to the RHP Limited Partner pursuant to Sections 9.01(b)(4) and 8.01(h)(4) hereof, (4) Then, to the MHC Limited Partner, until Profits allocated to it pursuant to this Sgction 8.01($)(4) equal the excess of (1) the sum of (A) the amount which.. if distributed to the MHC Limited Pattxter at the end of such year, would have given the MBC Urnited Partner the Adjusted Special Preferred Yield aS of the end of such year, and ($) any amounts The aetual distribution of which to the MUC Limited Partner in such year or any prior year is taken into account in the determination of the Adjusted Special Preferred Yield over (ii) the Special Preferred Contribution; (5) Then, to the Partners, pro rata in accordance with their respective Participatirtg Percentages, umil The Profits allocated to them pursuant to this Sermon S.Ol( equal the excess of (1) the scan of (A) the amount which, if distributed to the Farmers aT The eud of such year, would 1aavc given Theru their Equity Yield as of the end of such year and ($) any amounts the actual distribution of which in such year or any prior year is taken into account in the determination of the Equity Yield over (ii) The Partners' Capital Contributions and the RHP Amount; and (6) The balance, (i) 50% to the MHC Limited Pamper, (ii) 37.59 to the Partners pro rata in accordance with their respective Participating Percentages and (iii) 12.50/a to the RHP General Partner. To the ==t that any allocations of Losses are offset by allocations of Profits under Secdgn =z)(1). 2M or M all such allocations shall be disregarded for purposes of computing subsequem allocations pmsuant to this Section 8.01. -16- R=97% +313 962 0176 06-25-98 05:49PM "P017 #45 r Jun-26-98 06:67am From-HMSC • 0 r-s6a P.16/49 F-861 (h) In the event a VaIuntaty Change of Control, a. Payment Default or an Event of I3elfault with respect to the RHP Genera! Farmer or the RHP Limited Partner occurs, after giving effect to special allocations set forth in Sections 8.01(cI and 8.01 (d) hereof, Loss for the fiscal year in which such event occurs and each subsequent fiscal year shall be allocated among the Partners as follows: (1) First, (i) 50% to the MHC Limited Partner, (ii) 37.5% to the Partners pro rata in accordance with theirrespectve Participating Percentages and (iii) and 123% RHP General Farmer, until the fosses allocated to Them pursuant to this Section 8.0) equal (offer) any Froths previously allocated to them pursuant to SImions 8.01(a)(6) and 8-D1(g)(6) hemof, (2) TbM w the Parmers, pro rata in accordance with their respective Participating Percentages, until the Losses allocated to them pursuant to this Section 5-01(h)(2) equal (offset) any Profits previously allocated to them pursuant to Sec ' ns 8.01(a)(5) and 801(a)(S) hereof; (a) Then. to the MHC Limited Partner, until the Losses allocated To it pursuant to this Section $ ;1) N3) equal (offset) any Prof t5 previously allocated to it pursuant to Sections 8.01(a.)(4) and 9.01(g)(4) hereof; (4) Then, to the RHP Limited Partner, until the Losses allocated to the kHP Limited Partner pur mmnr to this Section 8.01 h a and Section 9.01 (b)(4) equal The RHP Limited Partner's Special Contribution and Interim Contributions, if any, (5) Then, to the Limited Partners, in proportion to their original. Capital Contn'bWons, until the losses allocated to them pursuant to this Section 8.01(h)(5) and Section 9_01(b)(5) equal than original Capital Contributions; and (6) The balance, 50616 to the RHP Oenaral Farmer and 50% to the MHC General Farmer, To the extent that h any allocations of Profits are offset by allocations of Losses under Section 9.01( 1). ,(?I or L31 all such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 5-01. Secti4u 8.02 Other Allocation Provisions. (a) In the event of a transfer of any interest in the Partnership, allocations of tax items for the fiscal year shall be divided bewe= the transferor and transferee based upon the "closing of the books" method or any other convention chosen by the General Partners in their reasonable discretion. -17- +818-062-0178 R=97% +313 062 0176 06-25-98 05:49PA4 P018 #45 Jun-25-98 05:61n Fran-HMSC M +318-882-0178 O7-854 P.19A9 F-881 (b) The allocations set ftrch in this ,fie VIII are intended to reflect each Partner's interest in the Partnership in compliance with the regulations promulgated under Code Section 704. In the event any curative allocations are required to comply with those statutory and regulatory provisions or other requirements of law, they shall be made in any reasonable manner by the General Partners. ARTICLE IX M-OAGEWNT XP Section 9.01 Mannaine Farmer. (a) Subject to Swious 9.03 and 9.04 hereof, the RHP General PaMer shall act as the Managing Partner of the Partnership. The Managing Partner shall be responsible for managing the day-today operations of the Partnership with full right, power and authority to act for and bind the Partnership in all aspem of the Partnership's business. The Managing Partner shall perform its duties and responsibilities as set forth herein or as otherwise provided by law in good faith and in a commercially reasonable manner. Persons dealing with the partnership are entitled to rely conclusively on the power and authority of the Managing Partner as set forth in this Agreement (b) The Managing Partner is hemby gummed the right, power and authority, subject to The restrictions set forth in this & 'r eIX below or as provided by law, to do on behalf of the Partnership all thinp which, in its judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including, but not limited to, the following. (i) to incur all reasonable expenditures consistent with the "Approved Budget„ (as defu=d in Section 9.92) and as otherwise provided in Section %02 and this Agreement; (i) to enter into contracts, agreements and other instruments on behalf of the Partnership; Cii) to employ and dismiss from, employment on behalf of the Partnership any and all employees, independent contractors, brokers, attorneys, accourl=ts and other professionals as it deems advisable; (iv) to purchase liability and other insurance to protect the Partnership's Properties and business from fina=ially sound and reputable insurers rated "A" or above by A.M. Bea[ in swh amounts as are reasonable and customary for similarly situated entities engaged in the same or similar business; (v) to enter into any kind of activity necessary for, in connection with, or incidental to, the accomplishtmem of the purposes of the Partnership; .18- R-95% +313 952 0176 06-25-98 05:49PM P019 #45 Jun-23-98 06:68am From-WSC +313-962-0176 T-864 P.20/40 F-861 (va) cause the Partnership to acquire the Properties, and in cowzection therew 4h, enter into and perform nay' and all agreements, execute any 4nd all documents, and engage in any and all activities and uan=dons incidental or related thereto; (via) subject to Secti9-P2 n determine the nature and scope of iepairs and/or I mprovements to the Properties and cause the;_Partnership to have such repairs and/or improvements made; (viii) establish and maintain such reserves for repairs and/or improvements as the Managing Farmer shall determine, in its sole judgement; (ix) rent pads and &calities in the Properties and upon such terms . and condirion , as the Managing Partner, shall determine; (x) subject to Section 9.47, contract with any person to supply goods and/or services of any We or land to the Partnership in connection with The Partnership business, and pay the pu rebore price, costs, fees, commissions, compensation and/or other amounts and/or coasidmuon therefor. (xi) remin legal couxrse4 accountants, architects, engineers, Contractors, and other professionals and personnel in connection with the Partnership business in the ordinary coarse of business; (xii) open, maintain and close bank accounts and make deposits to and withdrawals from such bmb accounts; (xiii) maintain, at the expense of the partnership, such insurance coverage for public liability, fire and casualty, and any and all other insurance necessary or appropriate to the business of the Pumershap, in such amounts and of such types, as the Managing Partner shall dewrmine from time to tinge; and ()dv) perform any and all other acts as the Managing Partner deems necessary or appropriate with respect to the Partnership or the Properties, assets or business thereof- (c) The Managing Partner's responsibilities include managing and supervising the Partnership's compliance with all environmental and other laws, rules, and regulations applicable w the Properties and the Partnership's operation and promptly Auuishing the other General Partner with all information related thereto. Section 9.02 Actyroved Budget (a) with respect to the initial fiscal year of the Partdership, the operating budget and capital expenditure budget (including, but not limited to, detailed expenditures with respect to -19- R-98% +313 962 0176 06-25-98 05:49PU P020 #45 Jun-25-98 65:59am From-HMSC , 0' 1818-962-0176 OT-654 P-21/49 F-661 waste water treatment plants) for the Partnership anal each Property is attached as Exhibit D hereto. (b) With respect To each succeeding fiscal year of The Partnership, The Managing Parmer shall cause to be prepared and submitted to the other General Farmer a proposed operating budget and capital expenditure budget for tlae Partnership and each Property for such fiscal year (collectively, the "proposed budget"j, not liter than November l of the current fiscal year of the Partnership, in a form subamdaally similar to the initial budget attached as Exhibit P_ hereto. The Partners specifically We that beginning with the second fiscal year of the Partnership, the Managing Partner shall establisfr a cash reserve for capital expenditures in an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Capital Expenditure Reserve"). The Capital Expenditure Reserve shall be used to pay capital expenditures during the fiscal year of the Partnership, and except for the Managing Partner's right to request Capital Contributions pursuant to char Iasi sentence of Scalp the Capital Expenditure Reserve shall be replenished from Operating Cash Flow (but only to the extent that there remains Operating Cash Flow) after paymew of the Special Monthly Preferred Distribution. The Parmers acknowledge that the Managing Farmer has advised them that it is anticipated there will be initially approximately Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) of capital expenditures required with respect To the Properties. The proposed budget shall include projections for such fiscal year of income, expensses, reserves and capital expenditures (including amounts to be used from the Capital Expenditure Reserve) for the Partnership and each property, including working capital needs and any anticipated financing needs, and shall include such ether ruatters and be in such forth, comeat and derail as The Managing Partner shall deem appropriate or the other general Partner shall reasonably request. When approved by both of the General Partners, the proposed budget. (with such additions and revisiotls as the general Partners approve) shall be deemed The "Approved Budget." Fidler Ckneral Partner may from time to time propose additions and revisions to the rhea current Approved Budget and when approved by both the General Partners, the then current Approved Budget, as so amended or revised from time to time, shall thereafter be deemed the Approved Budget. In the evert that the General Pamiers cannot agree on the Approved Budget, the Approved Budget shall be the Approved Budget for the prior fiscal year, with each item in the prior Approved Budget increased by an amount equal to seven percent (7%); it being acknowledged and agreed that the Managing Partner tray allocate such increase among items in such Approved Budget as the Managing Partner determines in its sole discretion. (c) Notwithstanding anything contained herein to the contrary, the Managing Partner may take any action on behalf of the Partnership in response to a bona fide emergency threatening immediate harm to persons or property under circumstances where the consent or approval of the other General Pander would otherwise be required hereunder and such action shall be deemed to be approved by the Partners. The Managing Farmer shall promptly notify the other of any action taken Pursuant to this Section 9.02(cl_ (d) From time to time during the term of this Partnership, the Managing Partner shall comply promptly with all reasonable requests from the other General partner to (i) furnish any 20- R-96% +313 962 0176 06-25-98 05:49PM P021 #45 Jun-x6-88 05:59n From-HMSC • +313-862-0176 • T-854 P.22/42 F-861 and all infarmation relayed to the Partnership. the Partnership's operations, or the Properties held by or at the direction of The Managing Fanner to 'the other General Partner and (ii) meet with The other General Partner on upon no less than ten 0 0) days advance notice to discuss the Partnership, the Partnership's operarious, or any of the properties; provided, however, that aT least once during each fiscal quarter of ;he Partnership, the Managing Partner shall hold a meeting with the MHC General Partner to review and discuss ate Parmership's activities, the Approved Budget or any proposed budget, and the operation of the Properties. (e) The Managing Partner shall have the right to expend up to one hundred Three percent (103%) of any line item in the Approved Budget without seeking the approval of the other General Paster, as long as Special Preferred Monthly Distributions have been made from Operating Cash Flow (and not by reason of Interim Contributions or distributions of Capital Proceeds) for the immediately preceding six (6) momhs. Notwithstanding anything to the contrary contained in this Agreement, while the Approved Budget will have estimated figures for uTi lies, snow removal, real estate taxes and insurance payments, the Partners acknowledge that the Managing Pam= shall have the right, as long as Special Preferred Monthly Distributions lave been made from Operating Cash Flow (and not by reason of Interim Contributions or distributions of Capital Proceeds) fox the iznmediately preceding six (6) months, to expend amounts in excess of the budgeted items therefor if necessary (including in excess of one hundred three percent [103%1). as long as the Managing Partner has used its commercially reasonable efforts to reduce such costs to the extent possible. Section 9.03 Ac io uirin v . Notwithstanding anything contained elsewhere its this Agreemen[ To the contrary, the Managing Partner shall not take any of the following actions on behalf of the Partnership unless such action has been approved by both of the General Nmers: (i) any incurring of indebtedness for money borrowed by the Partnership, any refinancing of indebtedness of the Partnership, any lease of real or personal property by The Partnership (other than lease of spaces on the Properties by tenants in the normal course of business), and any incurring of auy obligation by the Partnership for any deferred purcbm price of property (except for furniture, fixtures, equipment, invenxory and supplies bought on an installment basis or leased in the ordinary course of business); (ii) any sale, exchange, surrender, dedicayiorn, conveyance or other transfer of all or any portion of the Partnership's assets, business or Properties or any inuyerest therein (except for furniture, fixtures, and equipment sold and replaced in the ordinary course of business, and except for the We of mauufactiued homes acquired by the Partnership through foreclosure or aba ndoumew); (iii) any agreement providing for the acquisition by the PasnersWp, of real property, goods, or services, or any interest 71=cin unless comment with the then current Approved Budget; -21- R=97% +313 962 0176 06-25-98 05:49PU P022 #45 Jun- 5-96 06:00am From-HMSC . +818-962-0176 ?T-664 P.28/49 F-661 (iv) The insdurtion or settlement of any litigation or EAminlaradve proceedings with au anticipated amount in controversy in excess of lr 100,000 involving the Partnership other than matters relating to real estate taxes which are to be courrolled solely by the Managing Partner, (v) the dissolution, winding up and/or termination of the Partnership, except as expressly permitted hereby; (vi) subject to Section _9.07 . selecting and retaining attorneys or accountants, property managers, engineers, architects, aril environmental or other consultants for the Partnership pursuant to which the Partnership will pay an amount in excess of $100,000 for such services in any one instance; (vii) changing, in any material respect, the purpose of the Partnership from that described in Article Y hereof; (viii) admitting an additional or substiTute partner to the Partnership except as permitted by Article XIV hereof (ix) requiring additional Capital Contributions by the Partners pursuant to Section 6 Q2• and (x) the taking of any other action pursuant to this Agreement required to be approved by the General Partners unless the relevant provision specifies that the approval by The Managing Partner or either General Partner alone is safficienL . Section 9.04 Removal of M a"n P Upon the occurrence of (i) a Voluntary or lavolurttary Change in Control of the RHP General Pager (provided, however, that no Voluntary or Involuntary Change in Control shall be deemed to have occurred if Spencer Pamich, Joel Brown (so long as he is a "family member" of Paraich), or such outer "fam.ily member" of Partrich as may be approved by the MHC General Partner is actively involved in the management of the Rfl? General Partner), (ii) an Event of Default (as defined in Ankle XV) by the RHP General Per ner or (iii) $ Payment Default, MHC General Partner shall automatically become the Managing Partner and as=ne all of the responsibilities and obligations associated therewith, and dw MHC General Partner shall act as the Managing Partner of the Partnership- In such evenT, each Management Agreement shall atC[omatiCally terminate and the RHP General Partner shall automatically become a Limited Partner, and the RHP General Parmer's Interest shall convert into an Interest as Limited Parmer having the same rights to distributions set forth in Article VII of this Agreement; provided, however, that inn rile event of an Involuntary Change of Control, the RHP General. Partner shall be entitled to receive an amount equal to fifty percent (5010) of any distributions pursuant to Section 7.02lcXjjil or Section 7.03(elffi Section 9.05 Other Activ ' TIM Managing Partner shall devote such rime to the Partnership's business as it reasotrably shall de= to be necessary to manage and supervise the -22- R=97% +313 962 0176 06-25--98 05:49PM P023 #45 Jun-26-98 06:01am Frain-HMSC T-864 P. 24/49 F-661 Partnership's business and affairs in an efficient manner according to such Partner's obligations and responsibilities set forth in this Agreement; and, except as otherwise provided in ion 9.03 or elsewhere in this Agreement, nothing in this Agreement shall preclude the retention, at The expense of The Parmersbip, of any agent or third party to provide services to The Partnership, including without Hniitatiorr, atrorneys, accountants, brokers, appraisers, engineers and property managers i:a respect Of all or any portion of the Property or any other asset of the Partnership, so long as such personas or entities retained rern;& subject to the control of the Managing Partner- Each General Partner and its respective Affiliates may have other business interests and may engage to od= activities in, alltica To those reb#ng to the Partnership. Neither The Parmership nor any Partner shall have any right by virtue of this Agreement or the partnership rela4onship created hereby in or to =h other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if such other ventures or activities are competitive with the business of the Partnership, they shall not be deemed wrongful or improper. Section 9.06 Ca"Da"Niffl, EGOS Th. 0 Managing Partner shall not be entitled to any fees, including without Hesitation, any acquisiticu Or disposition fees or brokerage commissions, or other eompeusatioa in its capacity as the Managing Partner. Ali travel and other direct out-of packet agensas of the General Partners incurred in the perfom=ce of their respective dudes hereunder shall be bonne or reimbursed by the Partnership, it being understood and agreed that the Partnership shalt have no obligation to reimburse either General Partner for general overhead and administrative expenses. Section 9.07 T "ons mntb iates. (a) Neither General Partner nor any of its respective ATdWcs may be employed by or retained by the Pazmerslnip To provide goods or render services to The Partnership or cause the Partnership to en a in any transaction with an Affilime of such General partner unless the terms and. conditions of such employment or traction are at least as favorable to the Partnership as The terms and conditions 4%Wlable in an arm's length transaction with an independent third parry. (b) Notwithstanding the foregoing, the RHP General Partner, as Managing Partner, is expressly permiued to hire Newbury Management Company as the property manager for The Properties pursuant to the terms and condidons of the form of property management agreement attached hereto 48 x 'h, (the "Maatagemenr Agreement"), which terms shall include (i) a ma"gemeut fee equal to four pageant (490) of the gross revenues of the Property, (ii) the subordination and deferral of management fees iA the event That the partnersWp is in default with respect m any indebtedness of the Partnership, (iii) all decisions with respect to termination of the property manager for cause, or any amendment or modification to the Management Agreement shall be made by the Partners holding a majority of the Participating Percentages, and (iv) The termination of the Management Agreement in the event that the R.HF General partner is no longer the Mwagiug Partner. The management fee shall increase to five percent (S%) at such rime as the P=iers have received an amount equal to the Equity Yield as of that date (which amount shall include their total unretumed Capital Contributions and unreturned RHP Amount). -23- R-96% +313 962 0176 06-25-98 05:49PM P024 #45 Jun-25-98 06:01am From-UC +818-962-0176 0 T-854 P.25A9 F-661 The Management Agreement shall be automatically renewable so long as the- Managing Partner is the RHP General Partner and the Parmership has a0 jusT cause for termination. In the event that The MHC Geneill Partner purchases the Interest of the RHP General Partner and the RHP Limited Partner puns =T TO. the provisions of Article XIV. each Management Agreement, any marketing agreement or any other contract or arrrogemeat between the Partnership and the R1YP General Partner or its Affilize shall automatically termiuaw. In such event and provided that no Voluntary Change of Control, Event of Default or Payment Default shall have occurred, the Management Agreement shall provide for the payment of a Termination fee in an amount equal to one percent (1%) of the average monthly gross revenues of the Property for the Twelve (12) month period immediately preceeding termination, multiplied by (ii) twelve (12). Section 9.08 Inde ification- (a) The Partnership shall indemnify and hold harrntless both General Partners and Their respective partners, stockholders, directors, officers, and agents (herein the "Indemnified Patties^) from and against stay loss, eacpense, damage or injury steered or sustained by them by reason of achy acts, omissions or allcged acts or omissions arising out of their activities on behalf of the Par rship, including but not limited to any judgment, award, settlement, reasonable attorney's fees and other costs or expenses interred iu connection with the defense of any actual or Tht'emened action, proceeding or elaiM and including any payments made by a General Partner to any of its parmers or agents pursuant to an Wemnfftcation agreement no broader than this Section 9.08 if the acts, omissions or alleged acts, or omissions upon which such actual or tbreatened action, proceeding or claims are based were for a purpose reasonably believed to be m the best interests of the Partnership and were not performed or onutted fraudulently or in bad faith or as a result of gross negligence by such lndetna fred Party, provided, however, That The provision of this Section 9.05 shall not be applicable w any fees or expenses incurred, or judgments or settlement ammmts paid, in any litigation among the Partners regarding this Agreement or any of The provisions hereof. Any such indemnificatioa provided for in this Sec " 02 shall only be from the assets of the Partnership. (b) The Partners acknowledge and agree that Partrich has guaranteed, or will guarantee, the obligo4orns of the Partnership to Sun mcdca Life Insurance Company ("Lender") arising out of the exceptions to The limitation on personal liabilities (the "Non-Recourse Carve- Outs") contained in the loan documents evidencing a first mortgage load by Lender To The Partnership (the "Loan Documents"). In the event that the MHC General Partner becomes the Managing Painter, the MHC Limited Partner shall hxlemn;ify and, hold harmless Partrich from and against any loss, damage, expense or liability under Partrich's guarantee of the Non-Recourse Carve-Outs arising from any act or omission by the MHC General Partner in its capacity as the Mana&g farther.. The Partners funber agree that to the extent that any liability to Lender arising out of the Non-Recourse Calve-Outs results from any event or circumsTance which is outside the control or reR%mm-bility of the them Maasgiag Partner, such liability shall be shared by the Partners pro raze, based on their respective Participating Percentages. Notwithstanding anything contained in this ertion 9.08 to the contrary, in no event shall the MHC General Pannier or the MHC Limited Partner have any obligation to indemnify Pamich against any loss, -24- R-979 +313 962 0176 06-25-98 05:49PM P025 #45 Jun-25-98 06:02am From-HUBC . +818-962-8178 ! T-854 P.26A9 F-861 darnage, expense or liability arising out of, or in tonnecTion with, the condemnation of the real properly commonly known as Friendly Village/Kapoc. Section 9.09 Secrien 7. 4 EIedom The RHP General Partner may make or revoke The election referred to in Section 754 of the Code or arty similar provision enacted in lieu thereof if such acrion is approved by the Oeneral Pamem All of the Parm rs will upon request supply the information necessary to properly give effect to such election. Secti=on 9.10 Talc D&tters . The RHP General partner shall be the "m matters partner" for purposes of Secdon 6221-6233 of the Code (the "Tax Matters Partner',). (a) The Tax Matters Partner shall be responsible for the filing of the Partnership information returns required raider Code Section 6031. The Talc Matters Parotexs sh411 prepare (or cum to be prepared) the rea= in consultadon with the MHC General Partner. The Tax Matters Partner shall not file an amended return without the prior written approval of the MHC General Partner, (b) The Tax Matters Palmer shall include in each Partnership return sufficient informa=tion. to entitle each eligible Partner and any indirect partner (at its request) to notice from the Internal Revenue Service pursuant to Code Seeiion 6223(a). (c) The Tax Matters Pamer shall keep each Partner informed of all administrative and judicial proceedings as provided in Code Section 6223(8) and the Treasury Regulations issued thereunder, except that notice to Paruwrs shall be made within ten (10) days of learning of the event. Written notice of any meeting with the Internal Revenue Service ("IRS") shall be given at least thirty (30) days prior to The date of the meeting or, if shorter, within ten (10) days after the Tax Matters Part= has been nodfled of the meeting. (d) Audit proceedings sWJ be coordinated by the Tax Matters Partn=er in consultation with the MHC General partner. (e) Each Partner shall be entitled to negotiate it separate serd=nent and shall notify the other Partner m writing of the terms of The proposed settlemcnt agreement concemiog a partnership item aT lust test (10) days prior w e nwring into such an agreement. A=ny Partner who enters into a separate settlement agteeruaent with the IR=S concerning a partnership item shall notify the other Pamer in writing of its terms within ten (10) days of such agreement. The Tax Matters Partner shall notify the MHC General Partner in wriung of the terms of any settlement offer received by it within ten. (10) days of receiving such offer. (f) The Tax Matters Partner shall not file an adramistralive adjustment request under Code Section 6227 (regarding a substitute return) without the prior written approval of the MHC General Partner. The MHC General Puma may file an administmve adjustment request, and if it does so, shall notify the Tax Matters Partner in writing of its contents within ten (10) days after filing such request. -25- R-98% +313 962 0176 06-25-98 05:49PM P026 #45 Jun-25-00 05:50am From-HMSC +818-062-0176 T-854 P.08AO F-861 x - ARTICLE V M The Partnership's principal place of business shall be 31550 Northwestern Highway. Suite 110, l"araiington Hills. Michigau 48334. The Managing Pater may froze time to time establish such other places of business or change the existing places of business for the Par=rship. "TICM VI Ai.. CON"JC` M Section 6.01 ' " 1 Ca i Con . Concurrently with the execution hereof, each Partner is contributing the cash To the capital of the Pan nenWp in the 4=utus set forth opposite such Partner's name on Exlttlair B-1 hereto. In addition, (i) the RHP Limited Parmer is contnbudng the Special Conrributian, and (ii) the 1MHC Limited Partner is contributing the Special. Preferred Contribution. Section 6.02 adidonal Capital Contt?ibndons. (a) If both of the General Partners determine at any time that the Partnership rewires additional Capital Contribudons to provide working capital, establish reserves or pay expenses, costs, losses or liabilities of the Parmaship, Then the Partners shall cor=ibute cash to the capital of the Parmership. The amount of capital m be contributed by each partner shall be equal to the total amount of add donal Capital Contributions called for by the General Partners, multiplied by the Panicipadug PercenWe of such Partner. Such additional Capital Contributions shall be trade within ten (10) Business Days after notice from the General Partners of the amounts to be contributed by each Partner and of the general purposes to which such contributions will be applied. Nocwifttanding the foregoing To the contrary, to the.extent that Operating Cash Flow after the payment of the Special Monthly Preferred Distribution for the preceding twelve (12) months is insufficient to maintain the Capital Expenditure Reserve, the Managing Palmer shad have the right to request additional Capital Contributions from The partners, pro ram in accordance with their Participating Percentages, m fund the Capital Expenditure Reservr solely with respect to the second and third fiscal years of the Partnership- (b) In the event that a Partner fails to pay when due all or any portion of any additional Capital Conu'budon, the Oral Parmers shall offer to the other Partners the opportunity to contribute such unpaid amount (the hUnpaid Contribution"), pro rata based on their respective Paxucipating Percentages. To the extent that the Unpaid Contribution is contributed by any other' Partner, the non-contributing Partner's Participating Percetit4ge shall be reduced, and the conutKaing Partntees Participating Percentage shall be increased, so that the Participating Percenttage of each Pittner is equal to the percentage equivalent of a fraction (i) the nnmaerator of which is the sum of the aggregate Capital Coamburions made by such Parmer, including conu-4-3utions of any Unpaid Com ibution (or in the case of the RHP Limited -7- R-99% +313 962 0176 06-25--98 05:49PM P008 #45 Jun-25-98 05:51am From-HMSC +818-968-0176 0-854 P-00/49 F-861 partner, the RIP Amount and my C&pbl Cot>tnbntions by the REP Limited Farmer, including any contributions of any Unpaid Contribution, without duplication) and (ii) The denominator of which is the sum of the RHP Amount and The aggregate Capital Conmbutions made by all pars, includ* all corlmbutions of any Unpaid ConmIsidou. The General. Partners shall am=4 bir B to reflect such additional Capital Conuftdons, and if applicable, the adjusted Part cipadn Percentages resulting from such additional Capital Contributions. Section 6.03 Interim Contra urlons. In the event that the Parmrsliip has inmfrlr- tit t)peradn Cash Flow on any Distribution Date vacessary to pay the Special Monthly Preferred Disrnbution pursnarut to Section 7.OIL9. the RHF General Patter shall have the right to cause the RHP Limited Partner tn co=-bute cash to the capital of the Partnership (an "Interim Contributions) in an amount equal to such Special Monthly Preferred Disvdbuuort then payable (or such lessor =oum as may be necessary to allow the Partnership to pay its Special Monthly Preferred Distribution); provided, however, that in no event slzall the RHP General Partner or the g,Hp Limited Par= have the right to maloe jiperim Conmibudons in excess of $3,000,000, in the aggregare, over the term of the Parmership. except To tale ex= that such shortfall iu operating Cash Flow results from any casualty or catastrophe for which business interruption insurance is not available or is depleted or from a eondem melon event with respect to any Property. Section 6.04 CUM Account l totati?. Norwithstanding the Provisions of See m 11 X4.04, if, following the liquidation of the Partnership, the RHP Gemral Partner has a negative balance in its Capital Account (deu=fted after tl>e allocation Of all Profit, Loss and items of income, gain, expense or loss of doe Partnership). the RHP General. Partner shall contribute cash to the Parwership by the end of the fiscal year of liquidation (or, if later, within. 90 days after the dare of such liquidation) in an amain sufcieztt to eliminate the negative balance of its Capital Account. Section 6.05 iml A? u . An individual capital account (herein called a "Capital Acc=x') shall be maintained for each Partner. In accordance with the Treasury Regulations under Section 704 of The Code, a Partner's Capital Account shall be increased by () the amount of cash, and fair marot value of any other property, contributed by such Partner to the Partnership's capital, plus (ii) Profits and items of gross income or gain allocated to such Partner pursuant to Section 9.01 of this Agreement, and shall be decreased by the amount of (x) all Losses and items of expense or loss allocated to such PIM= pursuatu to Section_ 8.01 of this Agreemenr and (y) all distributions to such Partner by the Partnership. Section 6.06 yM*MLand Rgeturn of Q &W C `hudons. Except as otherwise provided in this Agreemem, [) no Partner "I be entitled to withdraw any amount on account of its Capital Account, to dmand or receive any properly from the Partnership other than cash, or to receive any interest on, or payment in resp= of, its Capital Account, and (ii) no Partner shall be required to corim-bate any additional money or property to the capital of or loan money to the Parmeship. -8- R-96% +313 962 0176 06-25-98 05:49PM P009 #45 Jun-26-96 08:62am From-HMSC i IOT-B64 P-10/49 F-661 Section 6.07 No--Thixd Pam r' . The agreernews set forrh in this Airncle Va are solely and exclusively for the bandit of the Partnership and The Partners, and are not intended to confer rights oa any third p2m(ies). 'Without limiting the generality of the foregoing, no creditor of the Partnership shall be deemed a third parry beneficiary of any obligadou of any Partners ro conuibute capital or make advances to the Partnership. ARTICLE VII DUST RIUMONS section 7.01. ?. dp=dBg Cash Flow of the Partnership shall be distributed on each. Disuibution Dare. In the event of a Capital Transaction. the Capital Proceeds resulting therefrom, shall be distributed within ten (10) Business Days after the closing of such transaction, with respect to a sale or ruing, or after completion of renovations, with respect To a casualty or condemnation. The Managing General Partner' shalt not dlsmibaw assets of the Partnership other than cash, cash equivalents or marketable securities without the prior consent of the Partners who are to receive such dism-budons. Section 7.02 Digdbcttiorfs of TgQas Flow. Subject to the provisions of ection 13.03, on each Distribution Date, all dismbutions of Operating Cash Flow shall be made in the following order of priority- (a) First, 100% to the MHC Limited Partner, until the MHC I.amited Partner has received pursuaw to this a ftaraMgh (A) or Section 7.03(al below the Special Mombly Preferred Distribution for such Distribution Date; (b) Second, 100% to the P`armm, pro rata in accordance with their respective Participating Percentages, until the Partners have received pursuant to this % ra h (b or Section 7.03(c) below an amount equal to the Equity Yield derennined as of such Distribution Dare (which amount shall include an amount equal To the total unreturned Capital Contributions and the umvmrned REP Amount); (c) Thereafter, (i) 50% to the MI1C Limited Partner, (ii) 37.5% to the Partners pro rare. In accordance with their n especave Participating Percentages, and (iii) 12.5 % ro the Managing -Partner. Section 7.03 Distributions of Capital Proceeds. Subject to ft provisions of Section all distributions of Capital Proceeds shall be made in rim following order of priority: (a) First, 1OD% to the MHC Limited Pamer, until the MHC Y imired Partner has received pursuant to this 2 arag?ph (a) or Section 7.0Z(a>I above any unpaid Special Monthly Preferred Distribution as of tha date of such distribution; -9- +313-BBZ-p176 Rm97S6 +313 962 0176 06-25-98 05:49PM P010 #45 Jun-26-96 05:52n From-HMSC i _ +213-862-0176 W-864 P.11/49 F-861 (b) second, 100% too the MHC Limited Paru.er, until the MHC Limited Partner has received pursuant to this sub amt h , Section 7.02(a) or Section _02 c)(1 above an amount equal to the Special Preferred Yield determined as of the date of such disrribution (which amount shall include an amount equal to the total unram med Special Preferred Contribution); (c) Third, 100% m the Partners, pro rata in accordance with their respective Participating Percentages. until the Partners have received pursuant to this subparagraph U or Section 7.0201 above an amount equal to the EgWry Yield determined as of the date of such. distribution (which amount shall include an amount equal to the total u rretutned Capital Conlribudons and the unrenizned RHP Amount)); (d) Fourth, 100% to the RHP Limited Partner. until the RHP Limited Partner has received an amount equal tQ the Special Contribution and its wtal Interim Contributions, if any; (e) n=nfw, (i) 50% to the MIX I_.'imiwd Partner, (ii) 37.5% to the Parmers pro rata in accordance with their respective Participating Percentages, and (iii) 12.5% to the Managing Partner. Section 7.04 Widiholding. All amounts withheld from Partnership revenues or distributions by or for the Pan=rship pursuant to the Code or any provision of any state or local tax law shall be treated for all purposes of this Agreement as distributions to those Parmers who receive tax credits with respect w the withheld amounts. In any case where a tax, fee or other assessment is levied upon due Parmersbip, thi amount of which is determined in whole or pare by the status or identity of the Parmets, the General Parmers shall allocate the expense and withhold from the distributions to each. Pam= their respective attributable shares of such taxes, fees and assess=urs_ ARTICLE VIII ALLOCATIOIST $ AND LOSSES Section 8.01 AlIgggign of Net Income Losses. For each taxable year of the Partnership, its federal and state income tax returns shall be prepared in accordance with applicable laws and the following general principles: (a.) After giving effect to the special allocations set forth in Sections 8.01(c) and B.OIfd) hereof, Profit for any fiscal year shall be allocated among the Partners as follows (1) First, 50% to the MHC General Parmer and 50% to the RHP oenexal Partner, undl the Profits allocated to theta pursua,ttt to this Section 8.01(a)(1) equal (offset) any Losses previously allocated to Eb= pursuant to Section 8.01(b)(? hereof; -10- R=97% +313 962 0176 06-25-98 05:49PM P011 #45 Jun-25-98 05:58am From-HMSC +818-982-0178 *T-954 P.12/49 F-881 (2) Then, to the Limited Parmeers, in proportions to their original Capital Contributions, until the Profits allocated to them pursuant w This Section 8.01(x)(1) equal (offset) any Losses previously allocated to them pursuant to Secd2n 8.01(b)(5) hereof; (3) Theft, to the RHP Limited Partner, until the Profits allocated w it pursuant to this Section 8.01(x)(3) equal (offset) any Losses previously allocated to the PJ-IP Limited Farmer put== to section 8.01(bl(a) hereof; (4) 't'hen, to the MHC Limited Partner, until Profirs allocated to it pursuann to this Section 8.01(a)(4) equal the excess of (i) the sum of (A) the amount which, if distributed to the MHC Limited Paraw at the end of such year, would have given the MHC Limited Partner ft Special Preferred Yield as of ft end of such year, and (B) any amounts the actual distri-button of which to the MHC Lilted Partner in such year or any prior year is taken into account in tha ftte r madon of the Special Preferred Yield over (ii) the Special Preferred Contribution; (5) Then, to the Partners, pro rata in accordance with their respective Participation, Percentages, until the Profits allocated to them pursuant to this Section 8.01(a)151 equal the excess of (1) the slmm of (A) the amount which, if disco--bused to the Partners at the end of such year, would have given Them their Equity Yield as of the end of such year, and (B) any amounts the actual disco-bation of which in such year or any prior year is taken into account in the determination of the Equity Yield over (ii) the Peru=' Capital Contributions; (5) The balance, (i) 50% to the MXC Limited Partner, (ii) 37.5% w d= Partners pro rare in accordance with their respective Participation Perc=tages and (iii) 12.5 % to the RHP General Partner. To the extent that any allocations of losses are offset by allocations of Profits under Secfon $.01(a)(,1.), M or W, all such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 8.01. (b) After giving effect to the special allocations set forth in Sec " and s o1ra? hereof, Loss for any fiscal year shall be allocated among the Partners as follows: (1) First, M 50% to the-MHC Limited Farmer, (U) 37.5% to the Partners pro rata in accordance with their respective Participation Percentages and (iii) and 12.59 RHP General Partner, until rite Losses allocated to them pursuant to this Section s.olNG-1 equal (offset) any Profits previously allocated to them pursuant to Section 8.01.(a)(6) hereof; -11- R-98% +313 962 0176 06-25-98 05:49PM P012 #45 • AFFIDAVIT OF GENERAL PARTNER OF WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware Limited Partnership BEFORE ME, the undersigned authority, personally appeared Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company ("General Partner"), as general partner of Wolverine Property Investment Limited Partnership (the "Partnership"). 1. The Partnership is in full compliance with the laws of Delaware pertaining to limited partnerships. 2. The Partnership is in good standing with the State of Delaware, is authorized to do business in the State of Florida and has been in good standing in both States during the time that it has held title to the real property in Pinellas County, Florida, attached hereto as Exhibit "A" and made a part hereof (the "Real Property"). 3. The Limited Partnership Agreement of the Partnership is attached to this certification as Exhibit "B" and incorporated herein by reference. Said Limited Partnership Agreement has not been amended, revoked or modified, except as set forth in Exhibit "B" and is presently in full force and effect. 4. The General Partner of the Partnership is Wolverine Investors, LLC and under the Partnership Agreement, the consent of the limited partners is not required. 5. All of the general partners listed in Exhibit "C" have consented to the undersigned's execution, on behalf of the Partnership, of the Agreement for Purchase and Sale dated March, 28, 2002 by and between the Partnership and the City of Clearwater, Florida, a municipal corporation of the State of Florida (the "Contract"); the Closing Statement; Warranty Deed; Assignment of all Leases and Rental Agreements; Bill of Sale; No Lien Affidavit; and any other documents and instruments required or desirable in connection with the sale of the Real Property, and specifically authorize Ross H. Partrich, as Manager of General Partner to take such other action and execute and deliver such other documents as may be necessary or appropriate to consummate the sale and all supplements and amendments to the same or to any of the same as Ross H. Partrich, as Manager of General Partner, or any other general partner of the Partnership executing the same may deem advisable, all of which are executed and delivered as aforesaid to be and constitute the acts and obligations of the Partnership and the Partnership hereby ratifying and confirming the acts of Ross H. Partrich, as Manager of General Partner, or any other of its general partners executing and delivering all of documents and instruments, irrespective of whether such acts were performed before or subsequent to the date hereof, and directing the general partners and employees of the Partnership to perform all of the Partnership's obligations and undertakings under each and all such documents and instruments; and of the Real Property contemplated hereby, and to carry out the intent and accomplish the purposes of the foregoing resolutions; 6. That neither the Partnership nor any of the general partners have been debtors in any bankruptcy proceeding during the existence of the Partnership. 7. The conveyance of the Real Property described in Exhibit "A" is made for the purposes of carrying on the business of the Partnership in its normal course of business. [#345753 vl -Affidavit of Gcncral Partncr][04/19/02/BLM] S. This Affidavit is intended to be conclusive as to the facts stated herein and is made to induce the City of Clearwater, Florida to purchase the Real Property, and to induce Chicago Title Insurance Company and Lutz, Webb & Bobo, P.A. to issue an owner's title policy thereon in connection with the transaction contemplated by the Contract. 9. That the undersigned has full power and has been duly authorized to execute this affidavit for and on behalf of the Partnership and to perform the acts as stated herein. WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Wolverine Investors, LLC, a Michigan limited liability company, a 'ts general partner By: Ross H. , as its Manager STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me this n day of April, 2002, by Ross H. Partrich, as Manager of Wolverine Investors, LLC, a Michigan limited liability company as General Partner of Wolverine Property Investment Limited Partnership, a Delaware limited partnership, on behalf of the limited partnership ? who is personally known to me, who has produced as identification and who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed on beha of the li 'ted a Zrship. NOT RY PUBLICI? Print -TWaQF State of Michigan at Large (Seal) My Commission Expires: L(- 3 - a REBECCA K. HARTKOPF Notary Public, Oakland County, MI My Commission E[plres Apr. 13, 2006 [#345753 vi - Affidavit of Gcncral Partncr][04/19/02/13LM] T J,? EXHIBIT "A" LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA, LYING SOUTH AND EAST OF THE TAMPA AND GULF COAST RAILROAD RIGHT-OF-WAY, LESS THE FOLLOWING DESCRIBED PARCEL: FROM THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 8 RUN SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE ALONG THE SECTION LINE 230.0 FEET; THENCE NORTH 89°20'32" WEST 283.0 FEET; THENCE NORTH 27°17' 14" EAST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 166 FEET TO THE POINT OF BEGINNING, BEING FURTHER DESCRIBED AS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°14'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89°20'32" WEST 166.0 FEET; THENCE SOUTH 27°17'14" WEST 257.28 FEET; THENCE SOUTH 89°20'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00014'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00°50'31" EAST 1048.83 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°44'22" EAST, CHORD 943.56 FEET, ARC 969.91 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°33' 16" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.80 FEET TO THE POINT OF BEGINNING. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, LYING SOUTH AND EAST OF THE S.A.L. RAILROAD AND FURTHER DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 16 EAST, RUN THENCE SOUTH 00°13'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89°20'08" WEST 166.09 FEET; THENCE SOUTH 27°17'20" WEST 257.33 FEET; THENCE SOUTH 89°20'22" EAST 283.06 FEET TO THE SECTION LINE; THENCE SOUTH 00°14'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89°35'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00°54'25" EAST 1049.20 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF THE S.A.L. RAILROAD; THENCE ALONG A CURVE TO THE LEFT ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID S.A.L. RAILROAD, WHOSE CHORD BEARS NORTH 72°46'01" EAST, CHORD 943.25 FEET, ARC 969.58 FEET AND RADIUS 1196.28 FEET TO THE EAST-WEST CENTERLINE OF SAID SECTION 8; THENCE SOUTH 89°34' 14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#345753 vl - Affidavit of General Partner][04/19/02/ElLM] i Jun-26-98 06:46am From-DISC +313-862-0176 . T-864 P.02 F-861 AMENDED AND RESTATED I.== PARTNERSMP AGREEVIENT OF WOLVERM MO RTY LIlYir PAR IVIEEREA.S, Wolverine Investors, L.L.C., a Michigan limited liability company (the "1;HP General Partner"), and QRS Cold Medal Communities, inc., a Delaware corporation ("C General Partner"), as general partners (Together the "General Partners" and individually a "General Paster") and RIP Wolverine. L.L.C., a Wchigan. limited liability company ("RHP Limited Paxtner"), and MHC Opereting Mmited Partnership, an Illinois limited partnership ("MHC Limited Partner") as limited partners (together the wUrnited Partners" and individually a "Limited Partner') entered into a Limited Partnership Agreement of Wolverine Property luvc= ear mired Partnership dared May 28, 1998 (the 'Partnership A.greenpeni"), and WIiEREA?S, the Partners desire to amend and restate the Parmambip Agreement to provide for omtia changes to the rem and conditions set forth in the Partnership Agreement. NOW, THF*UORE, The Pamirs hereby agree to amend and restate the Partnership Agreement to read as follows: This AMENDED AND RESTATED LAVI TED PARTNERSHIP AGREEMENT OF WOLVERM PROPERTY I?TMTNIENT LIlVATED PARTNERSHIP (the "Agreement") is made and entered into as of dte 3tb day of June, 1998 by and among the General Partners and the Limited Partners, who agree as follows: ARTICLE I DEM9MNS "Acv, means the Revised Uniform. Limited Partnership Act of the State of Delaware, as amended from time to time. "Adjusted Special Pay Fare" means The Special Pay Rate then in effect plus three percent (3 %), compounded mommy to the extent not timely paid. "Adjusted Special Preferred Yield" =Ross as of any date, an amount which, when added to all other amounts theretofore distributed to the MHC Limited Partner pursuant to Sections 7_p2 a). Q7. 2(c) ice, 7. a 7.0361 ?j.03(a), 15-03(h), 15.04 a and 15.04Q), shall W sufficient for the MIIC Limited Partner to have received an internal rate of return of 16.5 %; determined on an annualized basis, with respect to the Special Preferred Contribution. For this purpose, 'internal rate of rerun" shall be calculated in accordance with the methodology Set forth on ExJ-u-bir C-2 hereto. R-99% +313 962 0176 06-25-98 05:49PM P002 #45 Jun-26-88 06.47am From-WC +818-082-0170 t-864 P.08/49 F-681 " bare" of a Partner shall man (i) any stockholder, director, or officer of such Partner which is a corporation; Cli) any r in such Partner which is a parmarship; (iii) amy member or manager of such 1'== which is a lirgited liability company; (iv) any stockholder, director, officer, trustee, per, mozaber, manager, or employee of any corporation, p ership, limited, liability company, post or odw entity controlling, controlled by or under common control with such Partner or any such stockholder, director, officer. partner or member of such Partner; and (v) any spouse, Parent, sibling or Rueal descen4eru ("immediate family") of any person described in clause (iv), atsy trust for the benefit of any member of such immediate family, and any entity controlled by any member of such immediate family. -Agreement" means this Limited Pa=mWp Agreement, as amended, modified or supplemented from tie to time. -Approved Budget" has the meaning set fbrih for such term in Seem 9.02. "Business I]ay" means any clay other than a SaturdaY, Sunday or any other day on which commercial batiks in Chicago, Illinois are authorized or required to close. "Capital Accounr" has the tnesuirig set forth for such term in Seelion 6.05. -Capital Co3ltAbuAOAS" means atnotu rornnbuted to the Partnership by a Partner other than the RHP Amount, the Special Preferred Contribution, the Special Cann-R)uaon, or Interim Contributions, if any. -Capital Pxpendi=e Resemn has the meaning set forth for such term in Sec iOn 912. "Capital Proceeds" means the net cash proceeds received by the Parmership from any Capital 'ruction, after taking into accoum (i) all expenditures to be made out of such proceeds in connecdozi with restoration, repaia or improvement of the Property affected by such Capital Transaction, (ii) payment of or provision for all debts and obligations to be satisfied as cbe restilt of or in connection with such Capital Transaction, (iii) payment of all costs and expenses incurred in conr=uou with the receipt or collection of such proceeds and the seeing aside of any reserves from such proceeds. "Capital Transaction- meads (i) any sale, exchange, transfer, assignment or other disposizion of all or a portions of the Paztnership's assets (ii) any financing or refinancing of any indebtedness of the Partnership or any financing or refinancing in respect of assets in which the Partnership holds a direct or indirect imerest, (iii) the taking of all or a paraou of the assets of the Pamciership (or of assets in which the Partnership holds 4 direct or indiarect interest) by any governni F mill authority through the exercise of the power of eminent domain or condemnation or ft delivery of a deed or ttaasfer in lieu of such taking, (iv) the receipt of the proceeds of hazard or casualty insurance (other than rental or business interruption insurance), or (v) releases of Partnership reserves funded from previous transactions of a nature above described. -2- R°97% +313 962 0176 06°25--98 05:49PM P003 #45 Jun-26-08 06:48am From-HMSC +313-062-0176 0 T-864 P.04/4A F-861 "Closing Date" means the date of closing of the acquisition of the Properties pursuant to the Purchase Agreement. "Code" means the Internal Revenue Code of 1986, as amended. "Disability" meat, with respect to PartriCh, an occurrence causing physical or mental illness, injury or infirmity of such a nature, degree or effect as t0 render Partrich substantially unable to devote a sufficient amount of time to manage and operate the RHP General Partner for a continuous period of at least one hundred eighty (180) days- "Distribution Date" means the elevemth (11th) day of each month, or if such day is not a Business Day, the next: succeeding Business Day. "Equity Yield" means with respect to each Partner as of any date, an amount which, when added w all other amounts theretofore distributed to such Partner pursuant to Sections 7.02(b), 7 Mel. (el, ,1?, 03e and 15.0 c 15.04(4) and .QQgl, shall be Sufficient for such Partner to DAve received au internal rate of return of 20%, determined on art amwWized basis, with respect to such Partmer's aggregate Capital Contribution and, with respect to the RHP Limited Partner, the W Amount- For this purpose, "internal rate of return" shall be calculated in accordance with the methodology set forth on Exhibit C- hereto. For purposes of the preceding sentence, all amounts dismibuxed under Sections 7.02(b) and 7_ 03(cl shall be deemed to be first a return on such Partner's Capital Contributions and the RHP Amount at the race of 20176 and only thereafter as a return of such Partner's Capital Contributions or distnbution of the RHP Amount- "went of Default" has the meaning set forth for such term in Section 15.01. "Incapacity" means, with respect to any Person, the adjudication of incompetence, insanity, dissolution or termination (other than by merger or consolidation in which the Person is the surviving entity), as the case may be, of such Person. "Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, includigg without limitation, its interest in the capital, profits, losses and distributions of the Parmership. -Interim Contributions- means amounts coutributed to ;be Parmership by the RHP Limited Partner pursuam to Seccri n 6.03. "Involuntary Chaoge of Control" means the death, Disability or Incapacity of Partrich. "Management Agreement" has the meaning set forth for such term in Section 9.07. ,,operating Cash Flow" means all cash, revenues and fuDd.s received by the Partnership from Partnership operations (044 Capital proceeds), less the sum of the following to the -3- +313 962 0176 06-25-98 05:49PM. P004 #45 Jun-25-88 05:48am From-HWC I 1? , +818-862-0176 0 T-854 P.05/48 F-861 extent paid or set aside by the Pa=rWp: (i) an prinrapal and interest payments on indebtedness of the PatmersMp and all other sums paid to lenders; (ii) all operating expenses, capital expenditures and other rash expenditures incurred in the normal operation of tt?e Partnership's business consistent with Section 9.02; (iii) after payment of the Special Montlily Preferred Distribution, the Capita. Expenditure Deserve pursuant to Section 9.02; and (iv) such ether reserves as rite Managing Partner deems reasonably necessary for Elie proper operation of the Partnership's business consistent with the applicable Approved Budget. "Participating Percentage" means, with respect warty Partner, at any tame, the percentage equivalent of a f mcdon (i) the nuaaerafor of which is the sum of the aWgare Capital Contributions made by such Partner (or in the case of the RHP Limited Paraier, the RHP Amount and any Capital Contributions by the RUP Limited Partner, without duplication) and. (ai) the denominarnr of which is tike sum of the RHP Arnoum and the aggregate Capital Contributions made by all Partners. The inir#al. Participating Percentages for each Partner are set forrh on 11bil B-2 attached hereto. "Partners" means the General Partners and the Limited Partners, collectively, where no distinction is retp iced by the context in which the Teri is used. "Paraich" means Ross H. Partrich. "Paymeat Default" means a failure by the Partnership to pay (i) any Special Monthly Preferred Distribution an any Distribution Tate or (ii) the Special Preferred Yield on or before the tenrh (10rh) anniversary of the Closing Date. "Permitted Affiliate" means any Person ten percent (10%) or more of whose ourstaanding voting securities or equity or beneficial iuteststs are directly or indirectly owned, controlled or Meld with power to vote by the MHC Limited Partner. "Permitted Transferees" shall paean, with respect to Partrich, (1) his spouse, parent, sibling, lineal descendant, adopted child, and the spouse of any parent, sibling, lineal descendant, or adopted child (the persons referred w in this clause (1) being herein called. "family members"), and (H) trustees of trust for the beneft of Partrich or his family members. "Person" means any individual, general partnership, limited partnership, limited liability company, corporation or trust and the heirs, ex=uTors, administrators, legal representatives, successors and assigns of such Person. "REIT Status" me=. with respect to any Person, (a) the qualification of such Person as a real estate investment trust under Sections $56 through 860 of the Code, (b) the applicability to such Person and its shareholders of the method of taxation provided for in Sections 857 gL ML of the Code, and (c) the qualification and taxation of such Person as a real estate investment trust under analogous provisions of state and local law in each state and jurisdiction an which such Person owns property, operates or conducts business. R=96% +313 962 0176 06-25-98 05:49PM P005 #45 Jun-25-98 05:49im From-HWC 0 •1818-962-0178 T-854 P.08/49 F-881 "RHP Amount" means an amount equal in $900,000. "Special Cpamil mdon" meam an mom equal to $1,000,000. "Specie,] Pay Rate" means, for the period beginft on the dare hereof and ending on the fast 4aWversaty of this Agreement, a rare per anttnm equal to ten percent (10%) on a 360-day year and actual days elapsed basis, and for each &=ual period thereafter, a rate per annum equal to the Special Pay Rate in effect for the annual period then ended plus 50 basis points (0.5170). "Special Pref -ed Contdbulion" mew a capital contribution ill the amount of $14,000,000 made by The MHC Limited Par mar. "Special Preferred Yield" mum as of any date, an amount which, when added to all outer amounts theretofore distributed to the MHC Limited Partner pursuant w Sections T. 02(a), 7.02 C t , 7?Q3(a), 77,3(h), 5. a 15.03(b), 15.04(a) and 15.04 , shall be sufficient for the MHC Limited Partner to have received an ituernal rate of return of 13.5%, detemtined on an annualized basis, with respect to the Special Preferred Contribution. For this purpose, ";internal rate of return' shall be calculated in accordance with the methodology set forth on JWh -C-1 hereto. "Special Monthly Preferred Distribution' mesas an amount equal w the rnontitiy return on the weighted average of dre Special Preferred Contribution ourstanding from rime ro 4me calculated at the applicable Special Pay Rate from the dates on which the Special Preferred Contribution was made to the Parmership to the date as of which such calculation is being made. For purposes of the preceding sentence, all amour distributed under SCgrLons 7.0(b) and 15 shall be domed to be fast a remm on the Special. Preferred Contribution at the rate of 13.5 % or 16.5 % as the case may be, and only thereafter as a return of the Special Preferred Contribution. "Voluntary Change of Control" means an event in which Parlrich transfers any portion of his direct or indirect interest in the RHF Cpl Parmer if, after giving effect to such transfer, Partrich shall have transferred an amount in excess of fifty percent (50%) of his inirW interest in the RHP General Partner as of ft dare of formation of the RHP General Partner, except for transfers to Permitted Trarnsferees. ARTICLE 11 Tire Partners fortned the pazmetship as a limited partnership under the Act on May 28, 1998. The Parmers hereby agree to continue the Partnership. The Managing Parmer, for itself and as agent for the Partners, shall make all reasonable efforts to assure that all certificates and documents are properly executed, and shall accorttplish all filing, recording, publishing and tuber -5- Rc97% +313 962 0176 06-25-98 05:49PM P006 #45 Jun-25-98 05:50am From-HMSC 0 P-07/49 F-861 acts necessary for The fonwtiou and contiu=don of the Partnership as a limited partnership utter ft Act and index all other laws of any jurisdictions in which the the Partnership conducts business. The rights and liabilities of the Partners shall be as provided in the Act, except as otherwise provided expressly herein. The tem of the Partwrship shall commence on the date the Partnership's certificate of limited pannershiip is filed with the aecremy of State of the Stare of Delaware and, unless sooner terminated as set forth herein, expire at 11:59 p.m_ on December 31, 2048. AI'I'ICLE III NAME "The name of the Par xTship shall be 'Wolverine Property Investment Limited Parm r0ip-" All of ft PatWCrship's bliSindsS shall be cotaducted under the name of the Partnership and title to all real or personal property owned by or leased to the Partnership shall either be held in such name or such nominee or trust for ivs benefit as approved by the Mmaging Partner. ARTICLE IV ELMME The business of the Partnership is to acquire ownership of the manufactured home communities, togeMer with all improvements located thereon, if any, set forth are FahibilA-I hereto (individually, the "Property" and collectively, the "Properties "), pursuant M a series of Purchase Agreements damd August 12, 1997, as amended, described on .Exhibit A-2 hereto (collectively, the "Purchase Agreement"); To madcot, dispose of or otherwise deal with the Properties; to mortgage or otherwise encumber the Properties; to hold all or any of the Properties for investment purposes including, bur not limited to, the lease or sale of any or all of the Properties; m rezone, subdivide, develop, and improve the Properties, including construction or installation of roads, water, sewer, drainage and other utility facilities, parks. Iakes, and snucrures of any cha=rer whatsoever; and to engage in any and all activities related, convenient, necessary or incideuml rherew as set forth in This Agreement. The Partners expressly acknowledge-and agree that the Partnership shall not engage in The business of marketing or selling manufactured homes, except for manufactured homes acquired by the Partnership through foreclosure or abando=ent which may be resold by the Partnership in cotutecrion with the operation of ft Properties in The ordinary course of business_ The Partnerrs ftuther acknowledge and agree that the Partnership's activities shall be limited solely to those activities that give rise to gross income described in Section 856(c)(2) or 856(c)(3) of the Code and that the Pam3ership shall not otherwise engage in any business or activity which could jeap wMe the REIT Smws of Manufacutred Home Communities, luc., the genetal partner of the MHC I.maimd Pamper and the sole shareholder of the MHC General Partner. -6- +318-962-0176 46 T-854 R-97% +313 962 0176 06-25-96 05:49PM P007 #45 16LUTZ, WEBB & BOBO, P.A. One Sarasota Tower Two North Tamiami Trail, Suite 500 Sarasota, Florida 34236 (941) 951-1800 (941) 366-1603 Fax BUYER'S CLOSING STATEMENT SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP BUYER: CITY OF CLEARWATER, FLORIDA RE: FRIENDLY VILLAGE OF KAPOK 2950 Glen Oak Avenue, Clearwater, Pinellas County, Florida CLOSING DATE: April 24, 2002 FILE NO.: 11002-3 ITEMS: DEBITS CREDITS Purchase Price: 7,200,000.00 Deposit Monies: 100,000.00 Recording Charges: Deed - 5 pgs Clerk of the Court 24.00 Documentary Stamps on Deed: Clerk of the Court 50,400.00 Title Search: Chicago Title Insurance Company, 250.00 Title Insurance: Owner's Policy Chicago Title Insurance Company 20,025.00 Real Estate Taxes 2001: $89,224.35 - $244.45/day 01/01/02-04/23/02 - 113 days Credit to Buyer 27,622.85 Security Deposits Transfer: Includes $800.00 in estimated interest owed to tenants for November 1, 2001 -April 24, 2002. Credit to Buyer 54,766.00 April Rent Proration: (Collected): $50,146.81 = $1,671.56/day 04/25/02 - 04/30/02 = 6 da s Credit to Buyer 10,029.62 April Rent Proration: (Uncollected): $12,978.19 = $432.60/day 04/01/02 - 04/24/02 = 24 days Credit to Seller 10,382.55 Park Owned Mobile Homes: 17 @$2,000.00 each Credit to Seller 34,000.00 Closing Fee: Lutz, Webb & Bobo, P.A. 3,000.00 Closing Costs: Estimate Lutz, Webb & Bobo, P.A. 350.00 Prepaid Utilities and Expenses Credit to Seller 769.90 TOTAL: 7,319,201.45 192,418.47 AMOUNT DUE FROM BUYER: 7,126,782.98 TOTAL: Seller and Purchaser agree that all expenses not prorated herein will be adjusted between the parties pursuant to the Agreement of Sale as soon as bills evidencing such expenses become available. The above Buyer's Closing Settlement Statement is approved by the undersigned Buyer, and Lutz, Webb & Bobo,'P.A., as closing agent, authorized to make the payments noted above. Dated: April 24, 2002 CITY OF CL WATER, FLORIDA By: . Print ame• Title: V1471 R71 SUBSTITUTE FORM 1099-S COPY 1 Date of closing OMB No. 1545-0997 04//2002 Proceeds From Real Estate Transactions 2 Gross proceeds $7,200,000.00 Form 1099-S 3 Address or legal description Copy B Friendly Village of Kapok MHP For Transferor 2950 Glen Oak Avenue Clearwater, Pinellas County, Florida This 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 [ ] CORRECTED (if checked) FILER'S name. street address. city. state. ZIP code. and telephone no. LUTZ, WEBB & BOBO, P.A. 2 North Tamiami Trail, Suite 500 Sarasota, Florida 342236 941-951-1800 FILER'S Federal identification number 65-0323443 TRANSFEROR'S name TRANSFEROWS identification number 38-3413381 WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP Street address (including apt. no.) 31550 Northwestern Highway, Suite 110 City, state and ZIP code Farmington Hills, Michigan 48334 Account number (optional) 4 Transferor received or will receive sanction may be property or services imposed on you if this as part of the consideration (if checked) item is required to be 5 Buyer's part of real estate tax reported and the IRS -0- determines that it has 0 Form 1099-S Instructions for Transferor (Keep for your records.) For sales or exchanges of certain real estate, the person responsible for closing a real estate transaction must report, the real estate proceeds to the Internal Revenue Service and must fumish this statement to you. To determine if you have to report the sale or exchange of your main home on your tax return, see the 1998 Form 1040 instructions. If the real estate was not your main home, report the transaction on From 4797, Sales of Business Property, Form 6252, installment Sale Income, and/or Schedule D (Form 1040), Capital Gains and Losses. -You may have to recapture (pay back) all or part of a Federal mortgage subsidy, if all the following apply: -You received a loan provided from the proceeds of a qualified mortgage bond or you received a mortgage credit certificate. -Your original mortgage loan was provided after 1990, and -You sold or disposed of your home at a gain during the first 9 years after you received the Federal mortgage subsidy. This will increase your tax. See Form 8828, Recapture of Federal Mortgage Subsidy, and Pub. 523, Selling Your Home. not been reported. Department of the Treasury - Internal Revenue Service Box 1. Shows the date of closing. Box 2. Shows the gross proceeds from a real estate transaction, generally the sales price. Gross proceeds include cash and notes payable to you, notes assumed by the transferee (buyer), and any notes paid off at settlement. Box 2 does not include the value of other property or services you received or are to receive. See Box 4. Box 3. - Shows the address of the property transferred or a legal description of the property. Box 4. - if marked, shows that you received or will receive services or property (other than cash or notes) as part of the consideration for the property transferred. The value of any services or property (other than cash or notes) is not included in box 2. Box 5. - Shows certain real estate tax on a residence charged to the buyer at settlement. If you have already paid the real estate tax for the period that includes the sale date, subtract the amount in box 5 from the amount already paid to determine your deductible real estate tax_ But if you have already deducted the real estate tax in a prior year, generally report this amount as income on the "Other income" line of Form 1040. For more information, see Pub. 523. YOU ARE REQUIRED BY LAW to provide your correct taxpayer name and identification number for the transaction described above to: If you do not provide your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed bylaw. UNDER THE PENALTIES OF PERJURY, I certify that the above information, including my taxpayer identification number, is correct, and that I have received a copy of this statement. WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Wolve ire est s, LLC, a Michigan limited liability company By: Ross . Partr' , as its Manager 1#345749 vl - 1099-SJ104/19/02/BLMJ • u CITY OF CLEARWATER, FLORIDA P.O. Box 4748 Clearwater, Florida 34618-4748 SPECIAL BULLETIN April 2, 2002 TO ALL RESIDENTS: The purpose of this Special Bulletin is to inform you that on April _, 2002, Wolverine Property Investment Limited Partnership, a Delaware limited partnership, has sold the Friendly Village of Kapok to the City of Clearwater, Florida, a municipal corporation of the State of Florida. Effective as of May , 2002, all future rent payments, are to be made payable by check or money order Qnly to "CITY OF CLEARWATER." The payments should be delivered or mailed to: Friendly Village of Kapok 2950 Glen Oak Avenue Clearwater, Florida 33759 You may be assured that you will be given credit for any rent payments already received, or in the process of being received, by the previous owner. Also, all security deposits have been transferred to the new owner, the City of Clearwater, Florida. Thank you very much for your cooperation, and we look forward to serving you. Past Owners: Present Owner: WOLVERINE PROPERTY INVESTMENT CITY OF CLEARWATER, FLORIDA LIMITED PARTNERSHIP, a Delaware limited partnership, by its General Partner, Wolverine Investment, LLC [344790] [04/22/02/8 LMI • 11 CITY OF CLEARWATER, FLORIDA P.O. Box 4748 Clearwater, Florida 34618-4748 SPECIAL BULLETIN April 9q, 2002 TO ALL RESIDENTS: The purpose of this Special Bulletin is to inform you that on April _, 2002, Wolverine Property Investment Limited Partnership, a Delaware limited partnership, has sold the Friendly Village of Kapok to the City of Clearwater, Florida, a municipal corporation of the State of Florida. Effective as of May , 2002, all future rent payments, are to be made payable by check or money order only to " QTX of " The payments should be delivered or mailed to: CLFARWATER You may be assured that you will be given credit for any rent payments already received, or in the process of being received, by the previous owner. Also, all security deposits have been transferred to the new owner, the City of Clearwater, Florida. Thank you very much for your cooperation, and we look forward to serving you. Past Owners: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, by its General Partner, Wolverine Investment, LLC Present Owner: CITY OF CLEARWATER, FLORIDA [344790] [04/ 19/02/SLM] * LIEN IST LIEN ? RELEASE 2ND LIEN 0 BY SIGNATURE TITLE DATE IDENTIFICATION NUMBER YR, MAKE MODEL BODY WT-L-BHP VESSEL REGIS, NO, TITLE NUMBER GDLCFL04846979A 84 GUER HS 44 40755310 REGISTERED OWNER (LAST NAME FIRST) DATE OF ISSUE J L FRIENDLY VILLAGE OF KAPOK MHP 2950 GLEN OAKS AVE 6 yc7 LEARWATER, FL 34619-3035 C r ADDITIONAL LIENS SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319,23/328.03, FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN, THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL REGISTERED OWNER (LAST NAME FIRST) FRIENDLY VILLAGE OF KAPOK MHP 2950 GLEN OAKS AVE CLEARWATER, FL 34619-3035 IST LIENHOLDER DATE NONE: 2140LIENHOLDER DATE NONE LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED 1ST LIEN ? BY - -2ND LIEN ? TITLE DATE ADDITIONAL LIENS 1111MM 121.121121AUA 13 PUI? DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY . AND MOTOR VH14TCT.135 ??- Conmol Number CHARLES J. BRANTLEV --? FRED 0. DICKINSON, III DIRECTOR EXECUTIVE DIRECTOR TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION - Federal and state law require that you State the mileage in connection with the transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any lion except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: Purchaser: Address IDENTIFICATION NUMBER YR. MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO. TITLE NUMBER GDLCFL04846979A 84 GUER HS 44 40755310 ODOMETER-DATE READ PREV, REG. COLOR TYPE USE DMV PREV ISSUE DATE ODOMETER - EXEMPT FL PVT 11/04/96 REMARKS HULL MATERIAL PROP DATE OF ISSUE ,04/24/97 Selling Price: $ Date Sold; I/W6 state that ihis? 5 or ? 8 digit odometer now reads ??????? .x? (no tenths) miles, date read and to the best of my knowledge CAUTION: 1. 1 hereby certify that to the best o1 my knowledge the odometer reading reflects tha that it reflects the actual mileage of the vehicle described herein, unless DO NOT CHECK amount of mileage in excess of its mochanicar limits. one% of the odometer statement blocks is chocked. BOX IF ACTUAL ? 2, I hereby certify that the odometer reading is not the actual mileage. MILEAGE WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser: Purchaser: Signature a Printed Name of Ca-Purchasar: Co-Purchaser: Signature of Printed Name of Shcgr. Seller; D Signature of Co-Sellar: - Printed Name of (When Applicable) Co-Sellar: Selling. Dealer's License Number; Tax No. Tax Collected: $ Auction Name License Number: LIEN ? LIEN ? BY RELEASE 2ND LIEN 51ONATTJRE TITLE DATE IDENTIFICATION NUMBER YR. MAKE MODEL BODY WT•L•BHP VESSEL REGIS. NO. TITLE NUMBER GDLCF104846979B 84 GUER HS 44 40745871 RccioTFacn nWNFR II ACT NAMF FIRST) DATE OF ISSUE FRIENDLY VILLAGE OF KAPOK MHP 2950 GLEN OAKS AVE 9'60 CLEARWATER, FL 34619-3035 ?rr??rr?n?r??rrrrr???r?nn??r??nnr??rr?r?rr?r?r??rnnr??? ADDITIONAL LIENS Xj SATISFACTORY PROOF OF OWN;RSHIP HAVINr PEEN 9URMITTE0 UNDER SECTION 319.23/326.03. FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN, THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL VIP IDENTIFICATION NUMBER YR. MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO. TITLE NUMBER GDLCFL04846979B 84 GUER HS 44 40745871 ODOMETER-DATE READ PREY, REG. COLOR TYPE USE DMV PREV ISSUE DATE ODOMETER - EXEMPT FL PVT 11/04/96 ocr.AOVC HULL MATERIAL PROP DATE OF ISSUE REGISTERED OWNER (LAST NAME FIRST) FRIENDLY VILLAGE OF KAPOK MHP 2950 GLEN OAKS AVE CLEARWATER, FL 34619-3035 ( 1ST LIENHOLDER - NONE DATE 04/24/97 LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED 1ST I? LIEN El RY _ 2ND ? LIEN TITLE ADDITIONAL LIENS DATE •1 Nil N 214D LIENHOLDER DATE ' r 1 ' r I ' S 1 t NONE + + + + 11 , 1 1 1 1 4 1 ? ? l it r l l ? l? r 1 1 1 1 1 DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY _ AND MOTOR VEHICLES. CHARLES- 1. BRANTLEY Control Number •°- -•• • FRED 0. DICKINSON, III' • •.. DIRECTOR EXECUTIVE DIRECTOR A • TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION - Federal and state lawlraquro that you state the mileage in connection with the transfer of ownership. Failure to i• - - complete or providing a false statement may result in fines and/or imprisonment. •_-' ':.... :. -• This title is warranted and certified. to.ba_ f ree from any lien except as noted on the face of this certificate an d the motor vehicle or vassal described is hereby t ransferred to: Purchaser: - ?• ._ Address I/Wa state. that this 5 or D 8 digit odometer epw roads E10? ????? (no tenths) _. ? Selling Fiaw . 5 ...• - - .- -•--•- • ?• Yale Sold: : date road u?+ "• and to -.the- bast-of'-my kn miles owledge CAUTION: 1• I hereby certify that to the best of my knowledge the odometer reading reflects the , the act.-al mileage of the vehicle described he that it reflects - roin, unless DO NOT CHECK amount of mileage in excess of its mechanical limits. one- of the odometer statement blocks is chocked. BOX IF ACTUAL 2, I hereby certify that the odometer reading is not:' thecEualimilesoe-.?? MILEAGE WARNING - ODOMETER. DISCREPANCY.'---' UNDER PENALTIES OF PERJURY., I D'rsCt,ARE THAT 4 I'•iI,lVE READ THE FOREGOING DU' OUIVIEN'I-AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of A f Purchaser: Purchaser: Signature d - T+rintad Name at Cc-Purchaser. _, .. .,.,. Co-Purchaser: Signature of _ Printed Name of t9allor. Seller: i ?... C.-Seller: Printed Name of _Sal er: Co .-- -• (Whom Applicable) ?. •, ._ - _ . .-,_ ...- -- Selling Dealer's License Number: Tax No. Tax Collected: $ Auction Name License Number: - - --1- f- J f'°A""" "' 111 Lk ""°'DR IF TITLE IS NOT RECEIVED WITHIN 6 YS f•K; r- '" tiY.. 9PISTRATION AND E SALES AND USE TAX REPORT ; FOR REVERSE SIDE FOR IMPORTANT IN ATION . r - i 5aa }:. f;t.. 60399;. 4 20 32 r64?7r.35 14:57 04/22/97.. 111 DECAL NUMBER g04/GGI97 'y .. 47TAGNUMSER' - YR. 'DECAL EBIRTHDATE EXPIRES -' ?,. OWNER.— TRANS. TAG ISSUED X MO: DAY YR. MO, DAY YR. . IDENT. i CODE TFR FEE ISSUED caoo7 4 01 0 01, 9 FItI ? ? ? ? # 4 C(D#- TITLE NUMBER VEHICLE IDENTIFICATION NO: YR. MAKE WT/LENGTH '.. CLASS GVW/LOC MAKE TYPE. 1 - All Y # , 407553 Z (3D? LCF pL0484Srr9??7**9(A?//yy 84 44C .051 40() GUER HS 570 = P,PT1# Owners Name b Adorese to which tit. is If?? If RIDQbz is used, suJeL-eddrAa6klust be shown. 1st OWNER D/L NO. 2nd OWNER D/L No A =T FRIENDLY-'VILLACE4 OF KAPOK MHP .NG1 FL DL NO FL DL W0076340 1 t%S??.tf:+ GLEN OAKS -,AV E .;i. PNSURA?NBILITV CREDIT REFUND MATE AISSUFD Y YR. ' -(DULY= C -CLEi RWATER.. FL ;34461-9000 [ ? ? () . 0 .0.0 0 9 ?rTC:k_rr CRED 6 50 C OTHER•C.' NA W -0 TAG TOTAL MO. CLASS VEHICLE' MOS. TAX B. T. MOS. BACK GTH REV I SS) DTR g -y 0.00 .7 TAG MONEY I '?: ' r?:I;)? ?) y ('}(? t?l ? () •34 . 60 L_ ?y 1; . S TITLE FEE , T€ PENALTY N S • C& BF: ALE TAX 7 TA A D T T' f. EMONEY _ ,•?..72 .. Q s 003 i. 2 _715 99 (Ta9, roue, Sela$rtetJ Action = -. .. .0 E• TITLEY ,. - ENSACTION,p9DE a- . Requested. 1""R A "SFF USE s..ilt ?., 1" ONLY: STATE PF,iFV..REG. DATE VEHICLE ACO'D. NEW FS ODOMETER )4?3a ! F.L -EXEMPT NAME OFhFIRST LIENHOLDER: (IF NO LIEN, ENTER NONE) Own@& Addrew (Florida residential address of owner, if different from above) ADDRESS= DATE OF LIEN: - CITY-STATE ZIP CODE. . REPLACEMENT TAG/DECAL OF ELLER, FLORIDA. OEALER,.OR OTHER pREVtOUS OWNER: _ T_ME LICEN§E PLATE AND/OR DECAL IDENTIFIED HERE HAS SEEN LOST, gY?¢?Ft.';; .r ......_ .. a SHERIFF HAS BEEN NOTIFIED.-DEFACESTOLEN,.OESTR'•.::r.'- it t DEFACED, AND THE POLICE OR 5 D ITEMS ARE HETiEIIf/1?H ' SUWRENDERED. __... _ . . .. .. : .: I...- . ... -1 ADDRE5St .. - TAG NUMBER DECAL NUMBER YEAR; ;. COURT QRT)FR CITY-STA E'? - ZIP CODE: i ,r. VINDICATE TOTAL PURCHASE PRICE, INCLUDING ANY - 1, :.:UNPAID BALANCE DUE SELLER, BANK OR OTHERS. S a DEALER.IJCENSE NO. SALES TAX REGISTRATION NO. ` . `F INDICATE SALES OR USE.TAX DUE AS PROVIDED BY - - - I 'CHAPTER 212, FLORIDA STATUTES. _ TRAFER OF TITLE PURCHASER HOLDS VALID VEHIC;I,E WILL BE 1'- CONSUMER EXEMPTION CERTIF. M OF SALES TAX FJ(EMPTON Y : • ' ? SELLING PRICE VERIFIED ' C IS EMPT FROM El El EXEMPTION CERTIFICATE EXCLU51VEU1I - :I USED FOR RENTAL FLORIDA SALES OR . .C . US?i+ TAX FOR_THE y :.FIEAON(S) G'HECKED OTHER E EXPLAIN } - .? ? I/WE HEREBY CERTIFY THAT THE MOTOR VEHICLE TO BE TITLED WILL.NOT BE OPERATED UPON THE PUBLIC HIGHWAYS OF THIS STATE- - I COMMENTS: r = - VEHICLE• ?USAGE. .,.p PRT'7A`t:E ? ODOMETER DECLARATION CERTIFICATION VWE HEREBY CERTIFY THAT INVE LAWFULLY OWN THE ABOVE DESCRIBED MOTOR VEHICLE, AND MAKE APPLICATION FOR TITLE AND/OR REGISTRATION, FURTHER CERTIFYING THAT A PHYSICAL EXAMINATION OF THE VEHICLE HAS BEEN MADE AND THAT THE INFORMATION DESCRIBING IT HEREIN IS CORRECT. VWE AFFIRM UNDER PENALTY OF PERJURY THAT THE INFORMATION HEREIN IS - TRUE AND CORRECT TO THE BEST OF MY/OUR. KNOWLEDGE AND BELIEF. IF LIEN IS BEING RECORDED NOTICE IS HEREBY GIVEN THAT THERE IS AN EXISTING WRITTEN. LIEN INSTRUMENT INVOLVING - THI= MOTOR VEHICLE DESCRIBED ABOVE AND HELD BY UENHOLDER SHOWN ABOVE. AWE FURTHER AGREE TO DEFEND THE TITLE AGAINST ALL CLAIMS. 4 ER ENDLY VILLAGE OF.KAPOK MHP /,( t - NOTARY PUBLIC-SWORN TO (OR AFFIRMED) AND SUBSCRIBED BEFORE ME A S"TUFIE OF APPLICAN SIGNATURE OF PERSON AUTHORIZED TO SIGN FOR THIS 22 DAY OF A+ 19 97 is By SIGNATURE OF APPLICANT SIGNATURE OF PERSON AUTHORIZED TO SIGN FOR (Name of Pe Making Statement) `UENHO?DER'S DUPLICATE - - ?, {' - (NAME OF UENHOLOER) . (PERSON TO SIGN FOR) - (Print, or Stamp Commissioned A Notary ubllc) ) ' Vey ?. Joh+? /C. ' ''• (Signature of Notary ubll - teta'o ride) - ?K _„a• 1 „ Personally Known ? OR Product ' I MMr? J[]?-- Y A? k . H8MV?2D41 (REV./12195)5 OWNER C Type of Identifiation Produced: s 5 ; 1'•,",l.?rr, ! FICA OF TI E-A IpR'?:? r?QT40.IVE?WI1?41 r •??w`, r;.f?"r ,; TdTL I$: NAYS f.. R VERS ,SIDE,F^'QF 1ME??1 TTANT' I 141ATIDN r,IIL001' yµ ?, • & . .. - I?r.. ,i-••s':. -... .r. . ' • Sri .. •. a.:. .1i, .. ? ..I,?;?'?? °f' '. f 2. 20 f .24 84.35 10. /2 .:. DECAL 104ER _•Y, g ? 4 ? ? /97 . ? ... .•- ?ilv"+G•NUMBER '? ' YR. FECAL E BIRTHDATE EXPIRES OWNER TRANS. TAG ' ISSUED X MO. DAY . YR. MO. DAY YR. - IDENY: . 1 COPE 84TFR FEE ISSUED aTJTL NUMBER b? ( ATION NO.•1 "? YR MA EvVMy/YEd?(?+?1y?T ?Y,°? ? . E .w t., -.,__- • T ~ VEH® ... _ • ....:.?.,......... r.._.• ??,,._ ., FRI' _ 2107 4 (3 G LCF µ 14ENT ? Q4846973 44 40 GUE HS 570 RPT' Owner's Nami 8 Adinto whiCn title is to Iletl. P. M used, st re be enown. 1st OWNER D/L NO. 2nd OWNER D/ NO--;J.- R. N LY..: VI.LLAGE . UF.. KAPOK i?[P.. 'NO FL DL NO FL D AVE INS ANCE L . t40076341,' 2959 GLEN OAKS y .. Iss ED T.,-QN'LY= CLEARWATE'P, FL 348.19 PIP . LIABIII7Y CREDIT F1EFUND?g MO ODATE DAY•1 *T_CT .;.: OTHER CAH4p TT????-+? -O V IY?. . V - CREDIT VEHICLE _ p$1'r'V S4J DT. . L3 . • MOS. B. T. MDS TAB . BAC - MON. TAX 3Y TQ G TO AL M LASS WT/LENGTH, .o 0_ o 34. 1. lil/04/9A '.: _ ?} h • Y ::ems. _ N' A•;aa.'TAX 7cr:.." -'•{`,':.,..i - i "? a?"?' ?y •q'Iy? ? ?'S. Q 1 j r-n I} '1_ F _ ? ,? •.wy ? ? ??.. T r :_ r 4 h w- • x • •?'••.? y ; .('?t_TIrieZ 1 ? ?r.¢Y y w I ri • r t' ?? i f ` A` ; •Y.7' "f ',s. .4F• 'vw ,4;•-r.. it ,?.a r?':?+j•, .3•?k• ?J? _' ? USE _-,. t? 1'r`T ?:;4 •> •7PfT.E i T .NSApTJpN QE ?,?r.b r ,FjOQlle9te? Pro >5 '? "? • ? - -9 .y,r°, iiT?'91St.L'P. y_ fit.rc? Y ONLY. 40'7 x.5871 1 30. ` ?- STATE PA/. REG. DATE VEHICLEACO'D. N USED ODOMETER X-ODOMETER -EYEMPT „ . - NAME QF §F F,IFWNOGOER: "IF NO-L161?,: ENTER NONE) ?, . Ownefa'Addraes (Fbrfdp011lpemial address ol. owner, if dlNarent tram above): r; n _ y r ?ti r DATE OF LIEN: _ AT ZIP CODE 'J 's...ti ,.. .r:..;. '•pEPCACEMENT TAta'Ip@CAL fly: " "'DEFACED, ANQ THE POt10E'l7R' SERV I C I N SHERIFF' HAS BEEN N?TFEp?O ITEWIS E• A '? wi. ?. r, FINANCIAL G CORP. s ENDERED.?r ADDRE P 1 r •^ Y TAG BER - .* ECALWWMBER. +r? Y.EAtj• ,n•+?L+ e - t O"4TAT4 m7 . • • .ZIP CODE TOTAL PURCHASE. PRICE.'WCLUOINGANY .. :. UNPAID BALANCE DUE SELLFJ3;.6ANKOR OTHERS. - S - ?..-' •-•^r' 00 SALES TAX REGISTRATION NO. CAT6 OEALER`LICENSE NO; -.t. µ f *• .?? DICATE SALES OR USE TAR DUE ASPROVIDEQ BV• .4, GRAFTER 212, FLORIDA sTATUrEB:. •? :• '-F 'j TTAA?•J3FER •CF TITLE - PURCHASER.HOLD ?E S VALID r rv,• VEHICLf7.?iY1 .,. F,XEMPTION CEfYryF JI cJFiSAU53 TA9CCrJFEMpTIpnp ` r wI . IS } EK1P't' PRLJIJ?"y .•'? 47 EXEMPTION CERTIFICATE 113EC1 ayCt,'LUSNEI v',' - _ ^r 'Ski-411JG pp x "I 1• a,F E?s„_ ?? P EAW R ,y,KED 4jNA -?• fit .,{ ;, ..? r, 7 • '': „ ° II HEREBV CERTIFY THAT E .• , • .. , . i?•? FWE 7H MOTOR VEHICLE T0 E)_ TITI-ED WILL NOT BE OPERATED UPON THE PUBLIC HIGHWAYS OF THIS STATE. GOMMENT3: 7 . ?... - , ?. LsncE 7'F1'gTATE ODOMETER DECLARATION ERTIFICAT .? t X Y• E ' _WTIFY THAT UWE EAWFULLY OWN THE ABOVE DESCRIBES MINATION - THE VEHICLE HAS BEEN MADE AND THAT THE TOR VEHICLE, AND MAK APPLICATION FOR TIME AND/OR REGISTRATION, FURTHER CERTIFYING THAT A PHYSICAL XA INFORMATIESCRIBING IT HEREIN I CORRECT. UWE AFFIRM UNDER PENALTY OF PERJURY THAT THE INFOR T(ON HEREIN JS -'' TRUE AND'CORRRCT TO THE BESTOF My/OUR KNOWLEDGE AND BELIEF. IF LIEN IS BEING RECORDED NE IS HEREBY GIVEN THAT THERE IS AN EXISTING WRITTEN LIEN INEQIF.IN:: IC, THE MpTO¢.i VEHICLE D ESC RIBED. ABOVE AND HELD BY LIENHOLDER SHOWN ABOVE. VWE FURTHER AGREE TO DEFEND THE TTTLE AGAINST AL CLAIMS_ 'S? L _,.,.• :i.-NOY :pU - - -7•. _ - _ - - - rQlOP A66?gK1EUr,. ..IBED 97 DAY O?PR.:i .? F SI • RE P}1GA T1JRE••': OF PERSON A • , ?:..' :..A _' .. - B16 UTHORIZED TO SIGN FORI "Is' 22 A O x t. gIGNATURE OF PERSON AUTH?iT2Eb TO SIGN FOR (Name of Persan(g) MalQng Stat4inem)' :Y L.? Lam'"" S ». 1.. PUP r _Y ', .. . 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LIEN IST LIEN RELEASE 2ND LIEN 0 BY SIGNATURE TITLE DATE IDENTIFICATION NUMBER MAKE MODEL BODY WT-L-BHP VESSEL REGIS, NO. TITLE NUMBER 1OL12601 80-L LIBE HS 56 17892391 REGISTERED OWNER (LAST NAME FIRST) DATE OF ISSUE I ? b FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE e CLEARWATER, FL 33759-3035 ?r Inlllnllllllllllllrlslnnllrllurrrllnllllllllr?llnllnll ADDITIONAL LIENS SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319,23/328,03, FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN, PHIS OFHCIAL CERTIFICATE OF TITLE IS IS3UED FOR SAID MOTOR VEHICLE OR VESSEL IDENTIFICATION NUMBER YR. MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO. TITLE NUMBER . 1OL12601 80 LIBE HS 56 17892391 ODOMETER-DATE READ PREY. REG. COLOR TYPE USE DMV PREV ISSUE DATE ODOMETER -'EXEMPT FL PVT 04/09/86 REMARKS. HULL MATERIAL PROP DATE OF ISSUE 07/14/99 neuto v ?wnen tr+ol rv.amt: rlM1al) FRIENDLY VILLAGE OF KAPOK ,2950 GLEN'OAK AVE ?, CLEARWATER,:FL 33759-3035 " IST.LIENHOLDER . DATE NONE ."'2ND LIENHOLDER DATE NONE DIVISION OF MOTOR VEHICLES CHARLES J. BRANTLEY T DIRECTOR DUPLICATE LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED 1ST -- LIEN ? By 2ND LIEN ? TALLAHASSEE FLORIDA Control Number TITLE DATE ADDITIONAL LIENS ' 1 1 11 1 J J J J J J J 5 J t 1 J 1 J J J J J J J J J J J J J 1 J J J J J J J 1 J J J J J J J i J J 1 J J 1 J J 1 J J 1 r, DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES FRED O. DICKINSON. III EXECUTIVE DIRECTOR TRANSFER OF TITLE BY SELLER ODOMETER. CERTIFICATION - Federal and state law require that you state the mileage in connection with the transfer of ownership, Failure to complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any lien except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to- Purchaser : Aeare.. I/We state that this? 5 or ? 8 digit odometer now reads ???,???? (no tenths) Bolling Price: S Date Sold: miles, data read and to the best of my knowledge CAUTION: 1, 1 hereby certify that to the best of my knowledge the odometer reading reflects the that it reflects the actual mileage of the vehicle described herein, unless DO NOT CHECK amount of mileage in excess of its mechanical limits, one. of the odometer statement blocks is chocked, BOX IF ACTUAL ? 2, I hereby cattily that the odometer reading is not rho actual mileage.. . MILEAGE WARNING - ODOMETER DISCREPANCY, UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Noma of Purchaser: Purchaser: Signature o Printed Name of Co-Purchaser. Co-Purchaser Signature of Printed Name of Soller:• / ? ', . Signature' of Sailor: __ • •, if jL q - &? r.? Co-Seller: Printed Name of (WhL. Applicable) Co-Sell- _, ._ ....v?. 611ing Oaalar;s License Number: Tax No, Tax Callacted: $ Auction Narno License Nw 1-r .,. ?._.?- __-. _.. .. R269 191 REGISTERED OWNER 0 1 L J 1972 1 KING FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVENUE OFFICE CLEARWATER FL 33759-3036 MAIL TO: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVENUE OFFICE CLEARWATER- FL 33759-3036 HS 1 48' 0 3HP V NO, 5233280 DATE OF ISSUE 09/08/1999 LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE HEREBY RELEASED BY TITLE DATE .. OR VESSEL nESCRIBED 9FLOW IS VESTED IN THE OWNER(S) NAMED HEREIN, THIS OFFICIAL CERTIGICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL 8 IDENTIFICATION. NUMBER YR. MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO. TITLE NUMBER R269:' 1972 KING HS 48' 5233280 PREV STATE :' COLOR T PRIMARY BRAND SECONDARY BRAND NO OF BRANDS USE PREV ISSUE DATE FL LINK.`'. PVT 03/20/1995 ODOMETER: STATUS OR VESSEL 'MANUFACTURER ' HULL MATERIAL PROP DATE OF ISSUE 09/08/1999 REGISTERED OWNER. FRIENDLY.VILLAGE OF KAPOK LIEN RELEASE 2950 GLEN' OAK AVENUE OFFICE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED ...:CLEARWATERFL 33759-3036 .. .. .. BY TITLE DATE .. 1. 'S 5+ 15I',14'?I? 5 1ST LIENHOLDER + T} } + + + + + + + + + + + NONE '. + + + + + + + + + + + DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES ' Control Number CHAR'-'S j. URANTLGY` ?,- FRED n r)ICKINSON. III `DIRECTOR EXECUTIVE DIRECTOR TRANSFER OF TITLE By SELLER ODOMETER -CERTIFICATION - Federal and state law require that you state the mileage in connection with the transfer of ownership, Failure to complete or providing a false statement may result in fines and/or imprisonment, - 'This title is warranted and certified to be free from any lions except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: ! $ 1• k/We state that this? & or 0 6 digit odometer now roads ??????? (no tenths) Sailing Price: Date Sold: F. mikes, date road end to the best of my knowledge CAUTION: 1. 1 haraby certify that to the best of my knowledge the odometer reading reflects the that it reflects the actual mileage of the vehicle described barrio, unless DO NOT CHECK amount of mileage in excess of its mechanical limits. -4 -dna of the odometer statement blocks is checked. BOX IF ACTUAL ? y I hereby certify that the odometer wading is not the actual m eaoe.. MILEAGE WARNING - ODOMETER DISCREPANCY, UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of . Printed Name of ?. Purchaser Purchaser: Signature 'o Printed Nam. of B .Cc-Pwchasar: Co-Purchaser Signature: Of. Printed Name f Sellars ((, J l? Signature of Seller: - - - o '. 2+. U1, L y I 1 ?- 3 ?' 4a'J.7n A, .•. -. - .", .Cr-SQller: Printed Name of 6.. (When ApPlicablol Co-Seller: ,.g SvNirtg Dealer's, License Number: Tax No, Tax Collected: $ I'M Auction Name. License Number, I ?.. r I 11511111! , 5111111111111? y ?8 r - --------- --- --- -- -- ---- ------ two T# 312$ 39 0 B# 1030 Identiliicatlon Number ___7i96 Year - •--Maker 8600468 9 CRIM Model W Bady-•- T-L-BHP 9HS 956' Vessel Regis. No. -- Title Number ? 3555656 -.._,. L Registered Owner Date of Issue FRIENDLY VILLAGE OF KAPOK 04/11/2002 1 2950 GLEN OAK AVE - OFFICE Lien Release CLEARWATER, FL 33759 Interest in the above described vehicle is hereby released By - Title ^•?` Date Mail To: P FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE CLEARWATER, FL 33759 tt I , 1 ?1 ? ?? I t I 1 1 I A I ro. S SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/320.03. FLORIDA STATUTES. TIRE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW 15 VESTED IN THE OW NERM NAMED HEREIN. THIS OFFICIAL CERTIFICATE OF TIRE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL y r Identification Number Year Make 8600468 1969 CRIM Model --- Body WT-L-BHP T - HS 956 •- Vessel Regis. No. - ---•-- Title Number 3555656 Prev State' FL Color Pnmary Brand MKK Secondary Brand No of Brands •I- ? Use Prev Issue Date -i 1 -- PRIVATE 11/12/1993 -°---°- Odometer Status or Vessel Manufacturer Hull Material Prop -Date Of Issue , 7 104/11/2002 Registered Owner . FRIENDLY VILLAGE OF KAPOK ..2950..GLEN.OAK AVE OFFICE G4J, CLEARWATER,..FL ..33759 1st Li.enholder. NONE DIVISION OF MOTOR VEHICLES TALLAHASSEE 0 FLORIDA Lien Release Interest in the above described vehicle is hereby released f ? I AVI4i li?? DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES • r a Carl A. Fa Director Control Number '- 4/ 1 51562392 Fred O. Dickinson, III Executive Director TRANSFER OF TITLE BY SELLER _ ODOMETER CERTIFICATION-Federal and slaw law require that you state the mileage in connection with the transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonnknL This title is warranted and certified to be free from any liens except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: I/We state that this ? S or 0 6 digit odometer now reads I 1 1,1 1 1 1.LXJ (no tenths) Selling price: Date Sold: miles, date road end to the best of my knowledge CAUTION: 1. 1 hereby ratify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it'REFLECTS THE ACTUAL MILEAGE of the vehicle described herein, DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS. unless one of the odometer statement blocks is checked. BOXIF ACTUAL 2 1 hereto certify that the odometer reading IS NOT THE ACTUAL MILEAGE. MLEAGE ? y WARNING -ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, 1 DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signatureof Printed Name of Signature of Printed Name of Co-Purchaser: Co-Purchaser: Signature of Printed Nan". f Seller: Seller: f I 1Z./Vc ILL, 6; L r l?t?r??l? Signatureof Printed Name of - Co-Seller: Co-Seller. Soiling Dealer Lieensc Number. Auction Name: Tax No. License Number: Tax Collected: 0 TIFICA NUMB YR MAKE MO BODY W -L-BHP VESSEL REGIS. NO- ITLE NUMBER JCr O12M2N5SS6 4 1970 VAND HS 56' 4120525 REGISTERED OWNER DATE OF ISSUE FRIENDLY VILLAGE OF KAPOK 03/02/2000 2950 GLEN OAK AVENUE CLEARWATER FL 33759-3035 LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED BY. MAIL TO: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVENUE CLEARWATER FL 33759-3035 TITLE DATE 1 5 ??J 5 1 J„ ?? 4 5 1 1 1 1 1 1 1 1 1 1 1 6?4, IY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/328-03, FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW !S VESTED IN THE OWNERIS) NAMED HEREIN, T,,,.. FICIAL ..I;TIFICATE CF TT ,C ,S ISSUCD FOR SAID MOTOR VEHICLE OR VESSEL IDENTIFICATION NUMBER YR, MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO. TITLE NUMBER 41C6012M2N5956 1970 VAND HS 56' 4120525 PREV STATE COLOR PRIMARY BRAND SECONDARY BRAND NO OF BRANDS USE PREV ISSUE DATE FL UNK PVT 02/08/1991 ODOMETER STATUS OR VESSEL MANUFACTURER HULL MATERIAL PROP DATE OF ISSUE 1 03/02/2000 a E _9 REGISTERED UWNER FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVENUE CLEARWATER FL 33759-3035 1ST LIENHOLDER NONE DIVISION OF MOTOR VEHICLES CHARLES J. BRANTLEY DIRECTOR LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS HEREBY RELEASED BY . TITLE DATE 1 ? W III 1 J 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1' I I 1 1 i I., ?1?IL'i?l a i?'1 i 1 TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES Control Number - r •-- FRED O. DICKINSON, Ill EXECUTIVE DIRECTOR' TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION - Federal and state law require that you state the mileage in connection with the transfer of ownership, Failure to. -- complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any liens except as noted an the face of this certificate and the motor vehicle or vessel described is hereby transferred to: Purchaser: naa•..-_ I/We state that this 5 or ? 6 digit odometer now reads ???-??F-1 q (no units) Selling Price: $ Data Sald: miles, date read and to the bast of my knowledge CAUTION: 1. 1 hereby certify that to the best of my knowledge the odometer reading reflects the that it reflects the actual mileage of the vehicle described herein, unless DO NOT CHECK mount of mileage in excess of its machanical limits. one of the odometer statement blocks is checked. BOX IF ACTUAL ? Z. I hereby certify that the odometer reading i n t the actual miles e MILEAGE WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser: Purchaser Signature o Printed Name of Co-Purchaser: Signature of Co-Purchaser- Printed Name of a Sailer. Seller: Signature of o ?''' rA.^C C-Seller: Printed Name of (When Applicable) cf? Co-Sallor: Selling Dealer's License Num6or: Tax No. Tax Callectad: $ Auction Name Lioen- Number: 5708 1968 GRAN REGISTERED OWNER FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE CLEARWATER FL 33758-3035 MAIL TO: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE !5l CLEARWATER FL 33759-3035 ¦ V?T- - VESSEL HS 46' 2500196 11/07/2000 LIEN RELEASE INTEREST IN THE ABOVE DESCRIBED VEHICLE HEREBY RELEASED BY 9 TITLE SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/328.03, FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN, THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL i? wu;t IDENTIFICATION NUMBER YR. MAKE MODEL BODY WT-L-BHP VESSEL REGIS NO, TITLE NUMBER 5709 1966 GRAN HS 46' 2500196 PREY STATE COLOR PRIMARY BRAND SECONDARY BRAND NO OF BRANDS USE PREY ISSUE DATE FL LINK PVT 02/23/1994 ODOMETER STATUS OR VESSEL MANUFACTURER HULL MATERIAL PROP DATE OF ISSUE 11/07/2000 91 REGISTERED OWNER FRIENDLY VILLAGE OF KAPOK LIEN RELEASE 2950 GLEN OAK AVE - OFFICE INTEREST IN THE ABOVE DESCRIBED VEHICLE IS CLEARWATER FL 33759-3035 HEREBY RELEASED i BY TITLE DATE- 1ST LIENHOLDER r' NONE a DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES ?. -. v7 a ?7c Control Number 3 WILLIAM T. JOYCE 116821662 PRED 0. DICKINSON, ill DIRECTOR EXECUTIVE DIRECTOR f: TRANSFER OF TITLE By SELLER ODOMETER CERTIFICATION - Federal and state law require that you state the mileage in connection with the transfer of ownership. Failure to --- complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any lions except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: .. Purchaser: --- Address I/We state that this? 5 or D 8 digit odometer now reads ???,???Fx? Inv tenths) Selling Price: S Data Sold: miles, date read and to the best of my knowledge CAUTION: 1. 1 hereby certify that to the best of my knowledge the odometer reading reflects the that it reflects the actual mileage of the vehicle descri bed herein, unless DO NOT CHECK amount of mileage in excess of its mechanical limits, one of the odometer statement blocks is checked. BOX IF ACTUAL ? 2, 1 hereby certify that the odometer reading is not the actual mileaoa. .. MILEAGE WARNING - ODOMETER DISCREPANCY, UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser; Purchaser Signature o Printed Name of Co-Purchaser. Cc-Purchaser: Signature of Printed Name of Sailer: Sailer: 1 l Signature of Ca-Seller: Printed Name of (Wh A li l ) Co-Seller: pp cab e en Selling Dealer's License Number: Tax No. Tax Collected: $ F ?? ..- Auction Name License Number All • I Idenbflu [7578121089 - Year Make- 1966 WNST Registered owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE CLEARWATER, FL 33759 Mail To: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE CLEARWATER, FL 33759 T# 3141 01 B# 2162W Model Body T5 8' -L-BHP --7-- Vessel Regis. No. Title Number -? ?_ _8078696 Date of Issue 04/25/2002 Lien Release Interest In the above described vehicle is hereby released 5 By Title Date E 0 ¦ SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 317291329,09, FLORIDA STATUIES, TILE TQTHE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNSR THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL (S) NAMED HEREIN, Identification Number' Year' Make Model Body 7 WT-L-BHP Vessel Regis. No. Title Number- 758,121089,' 19'66 t.' WNST HS 58 ' 8078696 Prev Staf d " Color Primary Brand Secondary Brand No of Brands Use Prev Issue Date - FL UNK ? PRIVATE 02/21/1996 Odometer Status or Vessel, Manufacturer Hull Material Prop Date of Issue- _.. ?? 04/25/2002 Lien Release Interest in the above described vehicle is hereby released DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES .1 /04? • + 1 Control Number Ji ;??Iy /^t -7 r- Carl A. Ford 4 Director. 1612 4 8 2 7 3 0 5 7 Fred O. Dickinson, III TRANSFER OF TITLE BY SELLER Executive Director ODOMETER CERTIFICATION-Federal and slate law require that you slam the mileage in connection with the transfer of ownership. Failure to complete or providing a (else statement may result in fines and/or imprisonment. .s Tina title is warranted and conifed to be five from any liens except as owned on the Pape of this cettifieam and the motor vehicle or vessel described is hereby tnumfemed m: Purchaser: Address: VWe stem thacthis. ? 5 or ? 6 digit adoricta now roedg I 1 I I,I_ I I I.LX, f (m twths) Selling Puce: DateSob_ _ miles, time read: and m.the best of ley knowledge CAUTION: ? I. 1 hereby certify that to the best of my knowledge the odottwmr reading reflects the amount ofmileage IN that it REFLECTS THE ACTUAL MILEAGE of the Vehicle described herein. DO NOT CHECK EXCESS OF ITS MECHANICAL LIMBS. unless one of the odometer statemrnt blocks is checked. BOX IF ACTUAL MILEAGE ? 2. thereby certify dot the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES; OF PERJURY. I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN fr ARE TRUE. Signature of Printed Name of . . .y. Purchaser: Pwcbasw. . Signature of,! . Primed Name of . Co-Pumhaser: CO-Purchaser. Signal / Primed Name Seller: ?..eeNw Iy ?Ft Py'??? V ? ?,tf? f Seller. d Si re of l' Printed Name of Co-Sellew. Co-Seller r lit (When Selling Dealer License Number. Tax No.: Tax Collected! S rn . - ppliceble) ' Auction Name: -- `., ? License Number: ANDJOR REGISTRATION ( 1 , 1 .t it 3 4.. t w 1 115 2. 624 4 PLATE NUMBER OR FLORIDAN DECAL NUMBER DECAL 8ANDATE EAMES 'TiWISINSURANCE Pure RESIDENT COUNTY DATE OF ISWE 1 R E S d R.99uED 8E% ND. MY R. +0 Y Y • A I MO DAY YEAR ? ? I? ?uEN 5 `fI L'E?YU?IB RR"4' VEHICLEIVE55 10 NTIF( A? N A?~ 3• i ,F¢ ? - - VW/LOC. MAKE W MANUFACTIfR?TYPE • Cativ tr Lftl- MATERIAL t• PROP LSION • FUEL VESSEL USE VES91E. TYPE TWA R V HI LE• OLOR 1st OWNER FL!OL.i R F??.L .rt - 2ntl OWNER FLIDLe OR UNIT.. . Owner/ Registrant's Name d Address " VOLUNTARY CONTRI TI NS: GO . CREDIT VEHICLE - F N M R M TH MQS. REG, III ??? INIT.-R AGE MAIL? ..E TITLE „E .. .. 5.,, ,I _ GRAND TOTAL ?Y ' Action Requested: • •- •. ••• ••• - • • • • ••• Brands: STATE PREV. REG. DATE ACQUIRED NEW USED ODOMETER! VESSEL MANUFACTURER r i... 09/12/1 xx LIEN INFORMATION DATE OF LIEN FEID Al OR FL/DL # AND SEX AND DATE OF BIRTH ODOMETER ? DECLARATION NAME Or FIRS'r LIENHOLDER: (IF NO LIEN, ENTER NONE) i, CERTIFICATION ADDRESS; - _". '• VEHICLE USE: - • CITY STATE ZIP CODE SALVAGE TYPE" 'i. .. SELLER INFORMATION = NAME OF SELLER, FLORIDA DEALER, OR OTHER PREVIOUS OWNER: '. ADDRESS: CITY STATE ZIP CODE '• DEALER LICENSE NO. SALES TAX AND USE REPORT CONSUMER OR SALES TAX EXEMPTION n TRANSFER OF TITLE l r fl IS EXEMPT FROM PURCHASER HOLDS VALID INDICATE TOTAL PURCHASE PRICE, INCLUDING ANY FLORIDA SALES OR ? EXEMPTION CERTIFICATE UNPAID BALANCE DUE SELLER, BANK OR OTHERS 3 USE TAX FOR THE REASON(S) CHECKED VEHICLE/VESSEL WILL BE USED 1.05 •• 00 ? EXCLUSIVELY FOR RENTAL INDICATE SALES OR USE TAX DUE AS PROVIDED BY CHAPTER 212, FLORIDA STATUTES b' ? OTHER ? SELYNG PRICE VERIFIED APPLICANT CERTIFICATION ? I/WE HEREBY CERTIFY THAT THE VEHICLE/VESSEL TO BE TITLED WILL NOT BE OPERATED UPON THE PUBLIC HIGHWAYS/WATERWAYS OF THIS STATE. ? I CERTIFY THAT THE CERTIFICATE OF TITLE IS LOST OR DESTROYED. I/WE HEREBY CERTIFY THAT I/WE LAWFULLY OWN THE ABOVE DESCRIBED VEHICLE/VESSEL, AND MAKE APPLICATION FOR TITLE. IF LIEN IS BEING RECORDED, NOTICE IS HEREBY GIVEN THAT THERE IS AN EXISTING WRITTEN LIEN INSTRUMENT INVOLVING THE VEHICLE/VESSEL DESCRIBED ABOVE AND HELD BY LIENHOI.DER SHOWN ABOVE- I/WE FURTHER AGRE E TO DEFEND THE TITLE AGAINST ALL CLAIMS. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. . HSMV 82041 (REV. 3/99) S Signature of Registered Owner OWNER COPY Signature of Registered Co-Owner • REG. INTT COUNTY MAIL SALES Tax REG. FEE FEE TAX TITLE $193.85 S $11.25 $ $105.00 FEE 538.50 PLATE DATE N T. ISSUED ISSUED KIOSK FEE CONT .TOTRL TOTAL 04/25/02 $0.00 $ $348.60 FLORIDA MOBILE HOME REGISTRATION DATE ISSUED: 04/25/02 DL- 383413381-11 -G W:-4 36 DECRL- 35225528 EXP! 12/31/02 VM 758121089 TC:8078696 YR/MRKE:1966 WNST FRIENDLY VILLAGE OF KRPOK 2950 GLEN ORK RVE/OFFICE CLEARWATER, FL 33759 T# 312 33 B# =1.0294 1 Identification Number-- -?-- Year Make -T- Model -?•• golly-_T WT-L-BHP -- -- Vessel Regis. No. --?-- -Title Number ,IFGAFXCMG3637 1967` ARMO HS 56' 2895063 ¦ - - Registered Owner Date of Issue FRIENDLY VILLAGE OF KAPOK 04/10/2002 2950 GLEN OAK AVE - OFFICE Lien Release CLEARWATER, FL 3 3 7 5 9 Interest in the above described vehicle is hereby released By Mail To: Title Date FRIENDLY VILLAGE OF KAPOK 11 I , I ?? IM 1 I 2950 GLEN OAK AVE - OFFICE l-"-q CLEARWATER, FL 33759 I? I ? I ? I I ?1 1 SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/328.03. FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN. THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL °-Identification Number- Year Make Model Body WT _ ?? Y ' L BHP Vessel Regis. No. -?-- Title Number FGAFXCMG3637 196'_7 HS 56' 2895063 • Prev State Color Primary Brand ?--- Secondary Brand ?No of Brands Use FL UNK Prev Issue Data PRIVATE 112/16/1988 Odometer Status or Vessel Manufacturer Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN.OAK AVE - OFFICE CLEARWATER'. FL 33759 lat LienholdeX NONE Hull Material Prop - -Date of Issue - 1 104/10/2002 Lien Release Interest In the above described vehicle is hereby released By Title,. Date I II I 1 1 1 I 11 y I I 1 I1 1 1 DIVISION OF MOTOR. VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES Carl A. ^ - Ford Director Control Number 4/ 1 51562324 Fred o. Dickinson, III TRANSFER OF TITLE BY SELLER Executive Director ODOMETER CERTIFICATION-Federal and state law require that you state the mileage in connection with the transfer ofownuship. Failure to complete or providing a false statement may result in fins and/or imprisonment. This title is warranted and eenified to be free from any lims except as noted on the face Of this certificate and the motor vehicle or vessel described is hereby transfened to: Purchaser: Address: 1/We state that this Q 5 or ? 6 digit Odometer now reads I LXJ (no tenths) Selling price; Date Sold: miles, date read. and to the best of my knowledge CAUTION: ? I- 1 hereby ccm fy that w the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein. DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS, unless one Of the odometer statement blocks is checked. BOX IF ACTUAL MILEAGE ? 2• 1 hereby certify that the odometer reading IS NOT THE ACTUAL MILEAGE. UNDER PENALTIES OF PERJURY, I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE ACTS STATED N IT ARE TRUE. Signature of Printed Name of Purchaser: Signature of Purchaser: Printed Name of CO-Purchaser: Co-Pumhaser. Signature of Printed Name of I Seller; _ 1 Seller. I `_?. ,•r Signature of PriintedName of Co-Seller: A L. (When Selling Dealer License 7 Applicable) .,..d". Auction Namc• Tax No : License Number: Tax Collected: 7f -Identification Number-- Year - M6 ake .. . HF3249 1974 HAWT Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAT{ AVE/OFFICE CLEARWATER, FL 33759 a 7 A .I T# 2997 76 7 --- --- - gad--_? y -- WT-I_Model Vessel Regis. No. -- ---Number HS 56' 11703139 Date of Issue 11/20/2001 Lien Release Interest in the above described vehicle is hereby released By Mail To: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE q y3 CLEARWATER, FL 33759 'fills Date A z ERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/328.03. FLORIDA STATUTES. TALE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN ?i A' CRY PROOF OF ..... ......- Y "' THIS OFFICIAL CERTIFICATE OF TIRE +S ISSUED FOR SAID MOTOR VEHICLE OR ; . VESSEL ,• Identiflcetton Number ^ Year ---, - - Model god y -Y WT-BWP M ke 3249 - - 'a Vessel Regis, No- Number -? vs4 1974 HAWT HS 56' 117 0 313 9 ._ ? - _. Prev State --I-- Color - Primary Brand Secondary Brand No of Brands--- _..-........_ ............ ..... . --------- Use -- -----•• T Prev Issue Date--- L ?L UNK ... PRIVATE y08/20/1997 .- ?-°- ---- Odometer Status or Vessel Manufacturer --°--- --j--- Hull Material - - -.. ?--- •-•--- Prop -• -----T------ Date of Issue --- ?-- ? 11 / 2 0 / 2 0 01 Registered Owner Lien Release FRIENDLY VILLAGE OF KAPOK Interest in the above described vehicle is hereby released 2950 GLEN OAK AVE/OFFICE BY- - --- CLEARWATER, FL 33759. Title LIP 1st Lienholder 1 NONE 1 I ? 1 ? 1? I DIVISION OF MOTOR VEHICLCS' TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES Control Number t 7 ?. -7 Carl A. Ford 16 /2 4 7 7 b 2 2 0 7 "- r Director Fred 0. Dickinson. III Executive Director -°- --- ---..--TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Federal and state law require That you state the mileage n with the transfer of or ownership. Failure to complete or providing r a false statement may result in rMS and / tur This title is warranted and certified to be rice from any liens except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: ]/We state that this [:] S or D 6 digit Odometer now reads ?L-J,I.Xj (n o knths) Selling price: Date Sold; miles, date read artd to the best of my knowledge CAUTION; L I hereby certify that to the best of my knowledge the odometer rending rellects the amount of mileage IN _? DO that it REFLECTS THE. ACTUAL MILEAGE of the vehicle described herein. BOXIFNOT CHECK EXCESS OF ITS MECHANICAL LIMITS. unless one of the odometer statement blocks is checked. BO ACTUAL MILEAGE ? 2• .I hereby oertity dot the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser Purchaser: Signature of Printed Name of CO-Purchaser: - Co-Purchaser: Signature of Printed Name of ? Seller; Seller: C 1 _ Signature of Printed Name of Co-Sellcr: Co-Scller. (When Selling Dealer License Number: Auction Tax No. License Taz Collected: T# 30170 0 Identification Number ea Model B B# 1914 i '- --ony --- WT-L-BHP -- Vessel Regis. No. -=--Title Number---?-L? / T- " I 10 O 6 F -•- -?1Y96r8 ? TAYL - - - HS 52' 3102899 Registered Owner Date of Issue FRIENDLY VILLAGE OF KAPOK 12/12/2001 2950 GLEN OAK AVE/OFFICE Lien Release CLEARWATER, FL 3 3 7 5 9 Interest in the above described vehicle is hereby released By Mail To: Title ^` ?.. Date FRIENDLY VILLAGE OF KAPOK 1 2950 GLEN OAK AVE/OFFICE Sasr 1 + 11 I CLEARWATER, FL 33759 1 1 1 1 1 loll I?I SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 317.23/328.03. FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN. iDb THIS OFFICIAL CERTIFICATE OF TRL.E IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL r Identification Number -• Year Make - Model Body •----? WT-L-BHP Vessel Regis. No. ?- --- Title Number, 1006F 968 1 AYL--• ? HS' 52' 3102899 Prev State Color Primary Brand FL UNK Odometer Status or Vessel Manufactur V Secondary Brand No of Brands Use -- Prev Issue Date -. T .1 PRIVATE 103/02/1998 Hull Material Prop - Date of issue- 12/12/2001 Registered Owner W Lien Release Interest in the above described vehicle is hereby released FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE By -- CLEARWATER, FL. 3 3 7 $ 9 Title Date 1 1 ?. 1st Lienholder NONE I 1 Ir 11 ? I DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES 0 Control Number Carl A. Ford 16 / 2 47702364 Fred O. Dickinson, III Director Executive Director _.TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Federal and state law require that you state the mileage in connection with the transfer of ownership. Failure to complete or providing a false statement. may result in fines and/or imprisonmem This title is warranted and certified to he free, from any liens except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: Purchaser. Address: I/We slate that this E5 or [] 6 digit odometer now reads I. _ I „II__J__J_I.LXJ (no tenrhs) Sclling Price: Date Sold: miles, date read and to the best of my knowledge CAUTION: L I hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein, DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS, unless one of the odometer statement blocks is checks). RUX IF ACTUAL MILEAGE ? 2. I hereby certify that the odometer marling is NOT-THE ACTUAL MILEAGE. WARNING -ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Signature of Co-Purchaser: Signature of ^ Seller: N Signature of Printed Name of Printed Name of ? I Seller: rrt G t •'1 ?. Printed Name of a 6 • Identification Number- Year -•?Make--r•--- Model 4HV5712E2N5077 =1969 VAND Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE CLEARWATER, FL 33759 Mail To: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE Sag CLEARWATER, FL 33759 T# 3079 44 -.' -? B# 20370 Body --- WT-L-BHP - Vessel Regis. No. - Title Number - HS 53' u`? F 7939542 Date of Issue 02/19/2002 Lien Release Interest in the above described vehicle is hereby released By _ Title Date ¦ a T TALLAHASSEE Lien Release Interest in the above described vehicle is hereby released FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES a a Control Number / f i -' Executive Director TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Fedcral and state law require that you state the mileage in connection with the transter of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any liens except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: [/We state that this ? 5 or El 6 digit odometer now roads I I I,?J I -LXJ (m tenths) Selling Price: Date Sold: milts, date read and to the best of my knowledge CAUTION: 1. 1 hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein. DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS. unless one of the odometer statement blacks is checked. BOX IF ACTUAL MILEAGE E] 2. 1 hereby certify that the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser: Purchaser: Signature of ?. Printed Name of SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SU8MrMO UNDER SECTION 319.231328.09. FLORIDA STATUTES. TITLE TO THE MOTOR VEI41CIR OR VESSEL DESCRIBED BELOW IS VESTED IN n4E OWNER(S) NAMED HEREIN. THIS OFFICIAL CERTIFICATE OF TITLE Is ISSUED FOR SAID MOTOR VEHICLE OR VESSEL --Identification Number Year Make-_ Model --Body WT-L-BHP Vessel Regis. No. Title Number - 4HV5712E2N50771969 VAND- HS 53'^7939542 Prev Slate Cobr Primary Brand -------?----? Secondary Brand No of Brands Use Prev Isaue Date _7 1? FL - IUNK ^? PRIVATE 05/15/2001 Odometer Status or Vessel Manufacturer Hull Material -- Prop- Date of Issue 02/19/2002 Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFI.CE CLEARWATER, FL 33759 lot Lienholder NONE DIVISION.OF MOTOR VEHICLES Ford 16 /2 ?4 7 7 0 2 9 2 4 f Fred o_ DlGunson. III Carl A. Director Co Purchaser: Signature of Seller: Signature of Selling Dealer License Auction Name: Printed Name of I n ?/ 11 / Seller: ; G lr - f -• /Lr Printed Name of Co-Seller: Tax No,! License Tax Collected- S Identification - Number F- Year- -Make- - Model , ' 716730 1971 ' NEWM? Registered Owner FRIENDLY VILLAGE OF KAPOK It 2950 GLEN OAK AVE - OFFICE CLEARWATER, FL 33759 1 11 Mail To: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE14q CLEARWATER, FL 33759 R T# 310 28 B# 102 Body-- WT-L-BHP - Vessel Regis. No. ------ 7--Title Number HS 56.'......_.._ - 9875791 Date of Issue 03/13/2002 Lien Release Interest in the above described vehicle is hereby released J Title Data A SATISFACTORY PROOF Or OWNERSHIP HAVING SEEN SUBMITTED UNDER SECTION 319.23/328.03, FLORIDA STATUTES TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(s) NAMED HEREIN, THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL Identification Number Year Make Model ---?-Body-----,,-- WT-L-BHP -T-•• Vessel Regis. No. --•r-Title Number r 1 716730 1971TEWM- HS 56' 9875791 F Prev State Color Primary Brand Secondary Brand FL W UNK Odometer Status or Vessel Manufacturer Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE CLEARWATER, FL :33759 lot Li.enholder NONE UIVI51ON OF MOTOR VEHICLES Carl A. Ford Director No of Brands Use -- Prev Issue Date ?WPRIVATE 11/12/19971 Hull Material -•• Prop -?--? Date of Issue ,03/13/2002 Lien Release Interest In the above described vehicle is hereby released A ;mow TALLAHASSEE= 9 FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES • • 4 11 51561194 _ Fred o. Dickinson, III Control Number - -? .. _TRANSFER OF TITLE BY SELLER Executive Director ODOMETER CERTIFICATION-Federal and state law requite that you state the mileage in connection with the transfer of ownership. Failure to complete or providing a false summent may result in fines and/or imprisonment - This title is warranted and certified to be free from any liens except as rioted on the face of this cenirrcate[Ind the motor vehicle or vessel described is hereby transferred to: VWe Vale that this [] 5 or [] 6 digit odometer now reads I-II•L_X_j (no tenths) Selling Puce. Date Sold: miles, date read and to the best of my knowledge CAUTION: I. 1 hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein, DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS, unless one of the odometer statement blocks is checked. BOX IF ACTUAL MILEAGE I? 2. 1 hereby certify that the odometer reading 15 NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser: Purchaser. Signature of _ Printed Name of Co-Purchaser: Signature of Seller: Signature of (When Selling Dealer License Month • Applicable) Auction Printed Name of I I Seller. 11+L fL.:?o Printed Name of f t Tax No. License Tax Collected: T# 3099 3 0 B# 2078 Identification Number Year TMake -- Model --? Body VVT-L-8HP - I vessel Regis. No. Title Number XF20001E ? 9711 CRES _W HS -T56' 586343 Registered Owner Date of Issue FRIENDLY VILLAGE OF KAPOK 03/12/2002 2950 GLEN OAK AVE / OFF ICE Lien Release CLEARWA Interest in the above des( Abed vehicle is hereby released ''ER, FL 33759 By Title Date Mail To. FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE/OFFICE CLEARWATER, FL 33759 1 I I- 1 I I 1? I SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319.23/328.03. FLORIDA STATUTES, TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED !]FLOW IS VESTED IN THE OWNET7(v) NAMED HEREIN. THIS OFFICIAL CERTIFICATE OF TITLE S ISSUED FOR SAID MOTOR VEHICLE OR VESSEL Identification Number Year Make Model 'Body VVT-L-8HP --?? Vessel Regis. No. ---- Title Number XF20001E 19T1 CRES HS 56' W 4586343 -7 -T Prev State Color -- Primary Brand Secondary Brand No of Brands - Use - Prev Issue Date FL TuK I -T -T PRIVATE 07/23/1996 Odometer Status or Vessel Manufacturer Hull Material Prop Date of Issue 03/12/2002 Registered Owner Lien Release Interest in the above described vehicle is hereby released FRIENDLY VILLAGE OF KAPOK 2950 GLEN .OAK AVE/OFFICE .CLEARWATER,.FL 33759 1st:. Li-enholde3: NONE DIVISION OF MOTOR VEHICLES TALLAHASSEE Cad A. Ford Director I ? I? I I 1 1 1 ? I FLORIDA DEPAH I MEN IOF HIGHWAY SAFETY AND MOTOR VEHICLES • Control Number 16 /2 4 8 2 7 2 6 3 2 - Fred o. Dickinson, 111 Executive Director TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Federal and state law require that you state the mileage in connection with the transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be frets from arty liens except as noted on the fate of this certificate and the motor vehicle or vessel described is hereby transferred to: . UWE state that this ? 5 er [] 6 digit odomew now mods I.?I-LJ,I I I LLX-J (eo tenths) Selling Price: Date Sold: miles. date read and to the best of my knowledge CAUTION: C] I. 1 hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein, DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS. IF CTUAL unless one of the odometer statement blacks is checked. BO MILEAGE ? 2. 1 hereby certify that the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING -ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Signature of Co-Purchaser. Signature of Seller: Signature of Printed Name of Printed Name of II Seller. Printed Name of r? 9 Identification Number Year- Make-T Model D18M3S9606 1968 FLTW Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE CLEARWATER, FL 33759 Mail To: FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE Vq1 CLEARWATER, FL 33759 ¦ T# 3126 2 B# 1029 Body WT-L-BHP -• Vessel Regis. No. • ----T Title Number ---- HS 56' 3390580 Date of Issue 04/10%2002 Lien Release Interest in the above described vehicle is hereby released By ... . ...... Title Date M F 'SATISFACTORY PROOF OF OWNERSHIP HAVING BEEN SUBMITTED UNDER SECTION 319,23/328.03. FLORIDA STATUTES. TITLE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW IS VESTED IN THE OWNER(S) NAMED HEREIN.- THIS OFFICIAL CERTIFICATE OF TITLE IS ISSUED FOR SAID MOTOR VEHICLE OR VESSEL Identification Number___ -Year Make Model Body WT-L-BHP Vessel Regis. No. Title Number -? D18M3S9606 119688 F_F LTWi HS _F56' I ? 390580 Prev State Color Primary Brand - --- - Secondary Brand -- No of Brands Use Prev Issue Date - FL?^X UNK - PRIVATE 108/10/2000 Odometer Status or Vessel Manufacturer ------ Hull Material r -- -- Prop Date of Issue 104/10/2002 Registered Owner Lien Release Interest in the above described vehicle is hereby released FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE - OFFICE By CLEARWATER, FL . 3 3 7 5 9 Till e--- ._.-.. Date SHE 1 ' 1 1st.Lienholder oil 1 I N-1, NONE 1 1 ? DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES • r S Carl A. Ford Director Control Number 4/ 1 51562327 Fred O. Dickinson, III Executive Director TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Federal and state law require that you state the mileage in connection with the tntnsfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment. This title is warranted and certified to be free from any liens except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: Purchaser. Address: UWe state that this ? 5 or ? 6 digit odometer now reads I,J 1 11 1 1 I-LXj (no temps) Selling Price: Dale Sold: miles, date read and to the best of my knowledge CAUTION: ? 1. 1 hereby certify that to the best of my knowledge the odometer reading rellecls the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described herein, DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS. BOX IF ACTUAL unless one of the odometer statement blocks is checked. MILEAGE ? 2. 1 hereby certify that the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Pwebascr. Purchaser. Signature of Printed Name of Co-Purchaser. Co-Pumhoser. Signature of -- Printed Name of r Seller. Seller, rrILn„"L-t-(,r Signalum of Printed Name of Selling Dealer License Auction Namc: Tax No. License Number: Tax Collected: S :1'RIeYL=:JS;YPTJII;:!F:2f1 T# 312 05 • B# 10201 i--- -•----Identification Number -Year -•-Make Model Body - vv'f-L-BHP -r Vessel Regis. No. ?- Title Number 8300 1969 LAMP HS 40 3558318 Registered owner Date of Issue FRIENDLY VILLAGE OF KAPOK 04/10/2002 2950 GLEN OAK AVE - OFFICE Lien Release CLEARWATER, FL 3 3 7 5 9 Interest in the above described vehicle is hereby released By Title ? Date Mail To: FRIENDLY VILLAGE OF KAPOK ,II 2950 GLEN OAK AVE - OFFICE 137 I CLEARWATER, FL 33759 I 1 1 1 1 SATISFACTORY PRDOF OF OWNERSHIP HAVING BEEN SUBIWMO UNDER SECTION 310.23/329.03. FLORIDA STATVIES )TILE TO THE MOTOR VEHICLE OR VESSEL DESCRIBED BELOW 15 VESTED IN THE OWNER(S) NAMED HEREIN, THIS OFFICIAL CERTIFICATE OF TITLE R ISSUED FOR SAID MOTOR VEHICLE OR VESSEL Identification Number -• Year Make model ----Bad -- WT-L-BHP Vessel y Regis. No. -- Title Number LC8_30 19,6,9',' LAMF HS? 40' 3558318 8 Prev State --r-- Color Primary Brand ?-- Secondary Brand No of Brands Use Prev Issue Date FL UNK l PRIVATE /18/2001 Odometer Status or Vessel Manufacturer Hull Material --?- Prop Date of Issue 04/10/2002 Registered Owner FRIENDLY VILLAGE OF KAPOK 2950 GLEN OAK AVE OFFICE X37 CLEARWATER, FL 33759 l.st:.ILienholder . NONE Lien Release Interest in the above described vehicle is hereby released DIVISION OF MOTOR VEHICLES TALLAHASSEE FLORIDA UI;PARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES Carl A. Ford Director Control Number J y '0 f .T 4/ 1 51562326 Fred O. Dickinson, III Executive Director TRANSFER OF TITLE BY SELLER ODOMETER CERTIFICATION-Federal Imd state law requite that you state the mileage in connection with the transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment. . This title is warranted and certified to be free from any [tons except as noted on the face of this certificate and the motor vehicle or vessel described is hereby transferred to: - Purchaser: Address: I/We state that this ? Sur 0 6 digit odometer now reads w?,l I I I.LXJ (notenths) Sclling Price• Date Sold: miles, date read and to the best of my knowledge CAUTION: I. I hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage IN that it REFLECTS THE ACTUAL MILEAGE of the vehicle described hereio. DO NOT CHECK EXCESS OF ITS MECHANICAL LIMITS. unless one ofthc odometer statement blocks is checked BO I MILEAGE F ACTUAL 2. 1 hereby certify that the odometer reading IS NOT THE ACTUAL MILEAGE. WARNING - ODOMETER DISCREPANCY. UNDER PENALTIES OF PERJURY, I DECLARE THAT 1 HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of Printed Name of Purchaser. Purchaser. Signature of Printed Name of Co-Purchaser. - Co-Purchascr. ` Signatureof Printed Name of 11 Seller: Seller: _ S-1 ?" .?•• Signature of JV 41-.- Printed Name of Co•Scller: Co-Seller: 4 k(When Selling Dealer License Number. Tax No.; Tax Collected: S Applicable) i Auction Name: Licence Number-----. T# 313789122 a Wrr B Idendficadon Number y Make # 2 0 ? ?P Veaeel Regle. No. 0 6 8 0 3 3 0 2 6 7 19 MONA ModelY Title Number HS 48' 3054309 Re9iatered Owner FRIENDLY VILLAGE OF KAPOK Data of Iaaaua 2950 GLEN OAK AVE/OFFICE 04/22/2002 CLEARWATER, FL 3 3 7 5 9 Inaereu in Mre above das?cribeed vinaseeblde y hby reyaeed By Mail To: If, Tdle Oate FRIENDLY VILLAGE OF KAPOK 1 2950 GLEN OAK AVE/OFFICE CLEARWATER, FL 33759 r i y / 1 I , I? r 0 M STAVE OF FLORIDA AI'PLICAT.ION FOR VEHICLE/VESSEL CERTIFICATE OF TITLE AND/OR RECISTRATION • rnl IKIW er.V « c.io w DECAL NUNIBER OWHDAr? DECAL ? cxPrs; -a+rn. INSURANCE - RESIDENT COUNTY DATE OF ISSUE PLATE NUMBER OR FLORIDA# ?• ° S > ,E, .?u Om 'P .«) ,::", ry"K {}."r!??r'Y L-1- I T-1 vN 'e?•[ ?Ga-, - J RE$. a u. ^v .UA 11 El I L_ 1vJ 111 {fir ''"` {: ` TITLE NUMBER VEHICLE/ VESSEL IDENTIFICATION A YR. MAKE MAKE 9r MANUFACTUR R BODY TYPE CLASS WT)LENGTH GVW/LOC. :•,{)a`tifb :i{}<;? #{]-'37)' '0"167 -1 ` ,' I110111A I -If:` :` . I /1 " ' ) . 4 • : : . # ) HULL MATEH'AL =?CP•iLSON RJEL "ESSEL US . VESSEL TYPE WATER VEHICLE CO LOR, 1st OWNER FL 'CL ! OR F.E.ID.p G ' a ; and OWNER FL'DLd OR UNITa .-:4 ? rvro?r ?ge,:ranl e t,ai... ,. d:u?s: - 1 .. .,. 1::• F, T I::. 1`•1.0 ?f S,! 1.1. 1...1...1 G1::. f: I AF:'C)K VOLUNTARY CONTRIRIITIOW; . I"".) (.' L- I:Iti 0A 1^1411I' T C."I . c: 1...1:::1"11::441 I C[:r; Y' V /f r (? i . ; REDIT VEHICLE FLEFT NUMBER 'ADS. ;LASS WT'LENGTH MOS. . . REG. FE INIT, REG AGENCY FEE MAIL FEE TITLE FEE . SALES TAX GRAND TOTAL 77 Action Requested Brands: STATE PREV. REG. )AFF V-Ql ;5D tJk1VV USE[) ODOmETER, VESSEL MAM:FV7URER ' x LIEN INFORMATION 7 n \TE OF LIEN FHD *OR TI DL N \.ND SE\ AND DATE (.-)F BIR;H ODOMETER " ? DECLARATION NAME OF FIRST uF.vHt;L;)ER: IF c) >., xTcR No:NEI ?nnucsc:-. CERTIFICATION - _ . ?s= r I r • f IHX HLU. FLL FLL IHX FLL $37.60 $ $11.25 $ $0.00 $28.50 PLATE DATE INTERNET VOLUNTARY GRAND ISSUED ISSUED KIOSK FEE CONT.TOTAL TOTAL 04/22/02 $0.00 $ $77.35 FLORIDA MOBILE HOME REGISTRATION DATE ISSUED: 04/22/02 OL- 383413381-11 GVU: 4 36 DECAL- 35203579 EXP= 12/31/02 VIN:068D330267 TC=3054309 YR/MAKE-1968 MONA FRIENDLY VILLAGE OF KHPOK 7g5C1 Al FN nAl( RUF/nrFTrr AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92) (WITH FLORIDA MODIFICATIONS) Policy No. 721 0609-1 4 2 11 CHICAGO TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri 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, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of the Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. CHICAGO TITLE INSURANCE COMPANY Issued By: LUTZ, WEBB & BOBO, P.A. Two N Tamiami Trail, 5th Floor Sarasota, FL 34236 (941)951-1800 t=M ATTEST r Reorder Furm No. 8218 (Repiinted 10/00) ALTA Owner's Policy (10-17-92) (with Florida Modifications) 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: 1. (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 (1) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) 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: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) 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: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CHICAGO TITLE INSURANCE COMPANY OWNERS POLICY SCHEDULE A Date of Office File No. Policy Number Policy Amount of Ins. 11002-30 7210609-14211 April 25, 2002 at S 7,200,000.00 11:52 a.m. 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 as shown by instrument recorded in Official Records Book 11966, Page 1735, of the Public Records of Pinellas County, Florida. 4. The land herein described is encumbered by the following mortgage or trust deed, and assignments: NONE and the mortgages or trust deeds, if any, shown in Schedule B hereof. 5. The land referred to in this Policy is described as follows: That part of the Northeast 1/4 of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, Pinellas County, Florida, lying South and East of the Tampa and Gulf Coast Railroad Right-of-way, Less the following described parcel: From the Northeast corner of the Southeast 1/4 of said Section 8 run South 00' 14'20" West along the section line 363.0 feet for a Point of Beginning; thence continue along the section line 230.0 feet; thence North 89'20'32" West 283.0 feet; thence North 27' 17'14" East 257.28 feet; thence South 89' 20'32" East 166 feet to the Point of Beginning, being further described as: That part of the Northeast 1/4 of the Northeast 1/4 of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, lying South and East of the S.A.L. Railroad and further described as follows: Begin at the Northeast corner of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, run thence South 00' 14'20" West along the section line 363.0 feet; thence North 89° 20'32" West 166.0 feet; thence South 27° 17'14" West 257.28 feet; thence South 89' 20'32" East 283.0 feet to the section line; thence South 00' 14'20" West along the Section line 741.70 feet; thence North 89' 35'58" West along the 40 acre line 1384.74 feet; thence North 00' 50'31" East 1048.83 feet to the Southerly right-of-way line CHICAGO TITLE INSURANCE COMPANY POLICY FORM SCHEDULE B Policy Number: 7210609-14211 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of. General Exceptions: Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises. 2. Easements or claims of easements not shown by the public records. Special Exceptions: The mortgage, if any, referred to in Item 4 of Schedule A., if this schedule is attached to an Owner's Policy. Taxes and assessments for the year 2002 and subsequent years which are not yet due and payable. (Parcel No. 08/29/16/00000/410/0200) 4. Rights of tenants, as tenants only, under unrecorded leases. 5. Easement granted to Florida Power Corporation from Frederick C. Stelzer and Sophie M. Stelzer, his wife, and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated June 30, 1964, recorded June 27, 1964 in Official Records Book 1973, Page 19, (distribution system for transmission of electricity), Pinellas County, Florida. 6. Easement granted to City of Clearwater, Florida, from Frederick C. Stelzer and Sophie M. Stelzer, his wife and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated June 9,1967 recorded June 23, 1967 in Official Records Book 2625, Page 731 (sanitary sewer), Pinellas County, Florida. 7. Easement granted to Pinellas County from Frederick C. Stelzer and Sophie M. Stelzer, his wife and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated July 24,1967, recorded August 4, 1967 in Official Records Book 2650, Page 404 (drainage for Alligator Creek), Pinellas County, Florida. Drainage easement granted to Pinellas County from Frederick C. Stelzer and Sophie M. Stelzer, his wife, and Richard W. Stelzer and Marjorie H. Stelzer, his wife, dated August 28, 1969, recorded July 20, 1970 in Official Records Book 3363, Page 220 (25 drainage), Pinellas County, Florida. 9. Easement granted to City of Clearwater, Florida, from the City of St. Petersburg, Florida, dated February 5, 1968, recorded February 26, 1968 in Official Records Book 2781, Page 684 (subeasement for sanitary sewer), Pinellas County, Florida. 10. Easement granted to City of Clearwater, Florida from the City of St. Petersburg, Florida, dated February 5, 1968, recorded February 26, 1968 in Official Records Book 2781, Page 690, (subeasement for sanitary sewer), Pinellas County, Florida. 11. Easement granted to V. Jack Kennedy, Harry F. Roberts and Herbert F. Brown, d/b/a Island in the Sun Mobile Home Park, from Friendly Village of Kapok Mobile Home Park, dated June 24, 1983, recorded July 25, 1983 in Official Records Book 5570, Page 791 ( storm sewer and drainage), Pinellas County, Florida. 12. Easement granted to City of Clearwater, Florida, from Friendly Village of Kapok, a Florida limited partnership, dated August 26, 1985, recorded September 24, 1985 in Official Records Book 6080, Page 1617, (10 foot sanitary sewer easement),Pinellas County, Florida. 13. Easement granted to City of Clearwater, Florida, from Friendly Village of Kapok, a Florida limited partnership, dated November 4, 1985, recorded November 27, 1985, in Official Records Book 6122, Page 1197, (10 foot sanitary sewer easement), Pinellas County, Florida. 14. A 50 foot Easement for Water transmission line granted to City of St. Petersburg under Clerk's Instrument No. 494801 as disclosed in Warranty Deed, dated April 19, 1984, recorded July 2, 1984 in Official Records Book 5735, Page 871, Pinellas County, Florida. 15. Easements recorded under Clerk's Instrument No. 209509B, 67-50950,67-62793, 68017562, 68017564 and 70068482, as disclosed in: Warranty Deed dated April 19,1984 recorded July 2, 1984 in Official Records Book 5735, Page 871, Pinellas County, Florida. 16. Title to personal property is not insured herein, including but not limited to any mobile homes which may be located on the lands insured by this policy. Countersigned LUTZ, WEBB &BOB , P.A. By: Note: If this schedule is attached to a Loan Policy, junior and subordinate matters, if any, are not reflected herein. of the S.A.L. Railroad; thence along a curve to the left along the Southerly right-of-way of said S.A.L. Railroad, whose chord bears North 72' 44'22" East, chord 943.56 feet, arc 969.91 feet and radius 1196.28 feet to the East-West centerline of said Section 8; thence South 89' 33116" East along the East- West centerline of said Section 8 473.80 feet to the Point of Beginning. Being more particularly described as follows: That part of the Northeast 1/4 of the Northeast 1/4 of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, lying South and East of the S.A.L. Railroad and further described as follows: Begin at the Northeast corner of the Southeast 1/4 of Section 8, Township 29 South, Range 16 East, run thence South 00' 13'48" West along the section line 362.97 feet; thence North 89' 20'08" West 166.09 feet; thence South 27' 17'20" West 257.33 feet; thence South 89' 20'22" East 283.06 feet to the section line; thence South 00' 14'21" West along the section line 741.67 feet; thence North 89'35'58" West along the 40 acre line, 1385.87 feet; thence North 00' 54'25" East 1049.20 feet to the Southerly right-of-way line of the S.A.L. Railroad; thence along a curve to the left along the Southerly right-of-way of said S.A.L. Railroad, whose chord bears North 72' 46'01" East, chord 943.25 feet, arc 969.58 feet and radius 1196.28 feet to the East-West centerline of said Section 8; thence South 89' 34'14" East along the East- West centerline of said Section 8 473.90 feet to the Point of Beginning. This Policy valid only if Schedule B is attached. The following terms when used in this policy mean: (4 "'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 knowl- edge 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 construc- tive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improve- ments 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 noth- ing 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 1(a)(iv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "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 br 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 dam- age for which the Company may be liable by virtue of this policy, or (iii) if title to the gstate 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 con- tained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable 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. tcf vvnenever the t..;ompany snail 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 final determination by a court of competent juris- diction 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 prose- cute 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 pro- ceeding, 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 obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE In addition to and after the notices required under Section 3 of these Condi- tions 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 obliga- tion 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 reason- able 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 author- ized representative of the Company, the insured claimant shall grant its per- mission, in writing, for any authorized representative of the Company to exam- ine, 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 Com- pany, 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 Pay or Tender Payment of the Amount of Insurance. To pay or 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 con- tinue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company 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, prose- cute or continue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE This policy is a contract of indemnity against actual monetary loss or dam- age 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 encumbrance insured against by this policy. (b) This paragraph removed In Florida policies. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these 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 dam- age until there has been a final determination by a court of competent jurisdic- tion, 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. 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 exe- cuted 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 endorse- ment 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 reme- dies 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 impair- ment 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 indem- nities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion 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 Company and the insured. Arbitra- ble matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to the policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration 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 jurisdiction 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 Com- pany. 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 writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at the issuing office or to: Chicago Title Insurance Company • Claims Department 171 North Clark Street • Chicago, Illlnlos 60601-3294 In Florida Call 1-800-883-2020