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WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP (2) r ., I KARLEEN F. DE BLAKER, CLERK OF COURT I F'INELLAS COUNTY, FLORIDA 9C774828 04-25-2002 11:52:43 WJB 51 DED-WOLVERINE PROPERTY INIJESTMENT 000986 1":02156567 BK:ll%6 SPG:1735 EPG:1739 RECORDING 005 PAGES 1 $24.00 DOC STAMP - DR219 3 $50,400.00 ~~~ ~ This instrument prepared by: Richard S. Webb, IV, Esquire Lulz, Webb & Bobo, PA One Sarasota Tower, Suite 500 (1 2 North Tamiami Trail ~ Sarasota, Florida 34236 j Telephone: (941) 951-1800 ~~~ \ o\5b .~O . \.U v ,~T Co'''' .:~) 02-158587 RPR-25-200211:52M PINELLRS CO BK 11988 PG 1735 1111111111111111111111 ~IU~~I~!I~II!I~I______- WARRANTY DEED TOTAL: CHECK AMT.TENDERED: ~ CHANGE: BV ~_~___ DEPUTY CLERK $50,424.00 $50,424.00 $.00 THIS INDENTURE, made this Io,../t.. day of April, 2002, BETWEEN WOLVERINE , PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, Iu) whose post office address is 3 155 0 Northwestern Highway, Suite 1110, Farmington Hills, Michigan W l.\.1...! 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..1hereto, 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- /!J, ,., ,I )' ~/ ',.j. ,. ) i ) I ()) I I PINELLRS COUNTY FLR, OFF ,REC,8K 11966 PG 1736 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 By: Wolverine Investors, LLC, a Michigan limited liabil' pany L By: ST ATE 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 ofthe limited partnership V 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 ~lfOfthele~ '.~.. 0.. ., ..-..' NO A.RY PUBLIC . . Print . \..(~A3fc~ K'. 1-fAr'2. n::.DP F State of Michigan at Large (Seal) My Commission Expires: Y - ( '3. d07:Jt.. [#345754 vI - Warranty Deed][04/19/02/BLM] I I EXHIBIT" A" PINELLAS COUNTY FLA, OFF,REC,BK 11966 PG 1737 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 ofthe Southeast 1/4 of said Section 8 run South 00014'20" West along the section line 3 63,0 feet for a Point of Beginning; thence continue along the section line 230,0 feet; thence North 89020'32" West283,O feet; thence North 270 17'14" East 257.28 feet; thence South 890 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 ofthe Southeast 1/4 of Section 8, Township 29 South, Range 1.6 East, run thence South 000 14'20" West along the section line 363,0 feet; thence North 89020'32" West 166,0 feet; thence South 27017'14" West 257.28 feet; thence South 890 20'32" East 283,0 feet to the section line; thence South 000 14'20" West along the Section line 741.70 feet; thence North 890 35'58" West along the 40 acre line 1384,74 feet; thence North 000 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 720 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 890 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 ofthe 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 00013'48" West alongthe section line 362,97 feet; thence North 890 20'08" West 166,09 feet; thence South 27017'20" West 257.33 feet; thence South 89020'22" East 283,06 feet to the section line; thence South 00014'21" West along the section line 741.67 feet; thence North 890 35'58" West along the 40 acre line, 1385.87 feet; thence North 000 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 720 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, -3- I dhNELLRS COUNTY FLR, OF~REC,8K 11988 PG 1738 EXHIBIT "B" TO WARRANTY DEED 1, 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 umecorded 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- I PINEll_AS COUNTY rLA, OFF,RE~.8K 11866 PG 1738 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 hut not limited to any mobile homes which may be located on the lands insured by this policy, -5- "...,. I !<ARlEEN F. DE BlAKER, ClERK OF COURT I PItnLAS COONTV, FLORIDA --------------------------------------- lbis instrument prepared by: ~~rd S. Webb, IV, Esquire Lutz, Webb & Bobo, P.A. One Sarasota Tower, Fifth Floor 2 North Tamiami Trail Sarasota, Florida 34236 Telephone: (941) 951-1800 9f:n4ffll 04-25-2002 11:51:35 51 AFF-f'ARTRICH 000986 I U: 02156566 BK: 11%6 SPG: 1732 EPG: 1734 ~'ECORDING 003 PAGES 1 $15.00 lrJJll 3 ( ,S"'ti:I- 02-158588 APR-25-2002 11 ,51 P INELLAS CO' 8K 11888 PG '17~~ 11111111111111111111111111111111111111111111111111 AFFIDAVIT OF COMPLIANCE WITH FLORIDA STATUTES SECTION 723.071 TOTAL: CHECK AMI. TENDERED: CHANGE : BY ___ DEPUTY ClERK $15.00 $15.00 $.00 ( ,:(: iNT ~EE STATE OF MICHIGAN COUNTY OF OAKLAND r~ ? I HEREBY CERTIFY THAT on this ~day of ~ ,2002, BEFORE ME, the 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 ofa 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 vI - 723 Affidavit][04/19/02/BLM] " , ,- I PIJbLLAS ~~~~~Yp~L~733 OFF .REC,BK 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 SA YETH NOT, WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSmp, a Delaware limited partnership By: By: The foregoing instrument was acknowledged before me this ~ day of April, 2002 by Ross H. Partrich, as Manager of Wolverine fuvestors, LLC, a Michigan limited liability company, as General Partner of Wolverine Property fuvestment Limited Partnership, a Delaware limited partnership, on behalf of the limited partnership L 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 partners. hiP'. ~ NOTARYPUBLIc...~k X \ Print '~~afCcA 1::". ~T1<oP~ State of Michigan at Large (Seal) My Commission Expires: If - , 3 - ~ F1EBECCA K. HARTKOPF .'It<:,IV Public, Oakland County, MI '~"~mission Expires Apr, 13, 2006 [#345751 vI -723 Affidavit][04/19/02/BLM] 2 .., ,~ , I EXHIBIT" A" LEGAL DESCRIPTION ~ rLR coUNi'< \7'34 PIN~LLRS \\966 pG orr ,R~C.el<. 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 00014'20" 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 27017'14" EAST 257,28 FEET; THENCE SOUTH 89020'32" 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 THES.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 00014'20" WEST ALONG THE SECTION LINE 363.0 FEET; THENCE NORTH 89020'32" WEST 166,0 FEET; THENCE SOUTH 27017'14" WEST 257,28 FEET; THENCE SOUTH 89020'32" EAST 283.0 FEET TO THE SECTION LINE; THENCE SOUTH 00014'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00050'31" 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 72044'22" 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 89033'16" 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 00013'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89020'08" WEST 166,09 FEET; THENCE SOUTH 27017'20" WEST 257.33 FEET; THENCE SOUTH 89020'22" EAST 283,06 FEET TO THE SECTION LINE; THENCE SOUTH 00014'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1385.87 FEET; THENCE NORTH 00054'25" 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 89034'14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING. [#345751 vI - 723 Affidavit)[04/19/02/BLM] 3 ~!iW ~.! " I:,', c ..1\\':,:' . :'~. t::. ." ~!th .,:!' ;" ,,)"i!jJ AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (/0-/7-92) (WITH FLORIDA MODIFICATIONS) Policy No. 7210609-14 211 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 .,&p(' / Sc ~ Issued By: LUTZ, WEBB & BOBO, P.A. Two N Tamiami Trail, 5th Floor Sarasota, FL 34236 (941)951-1800 ~~ ATTEST President "W'ii" '~f.,;1" .~:; ',:i! ,;~:. . ,11;,\11;1 ':' '';::::!: ~,:t . iU:", ~if, ,( "';i"i~' , Reorder Form No, 8218 (Reprinted 10/00) .. '1:~~ .;.~. ,~~, .};r. i .~~ .,':'; ;'!jj ';"~. .~" \ :',' .;.7j ~ .,~ , .,z: .~~. ~ .~~. :~. ';'!o:. .~. .ji;' ,'t.. .;t,. 'if 'ij; " 'PIt 'i',~~ .~?. '" ';'~' '~~ .~~ '~~i- 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 (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (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; ord (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor, I I I CONDITIONS AND STIPULATIONS L 1, DEFINITION OF TERMS (c) Whenever the Com ny shall have brought an action 9r interposed a The following terms when used in this policy mean: defense as requir,ed or, permi~ted by the ~rov~sions of this policy, the Compa~y (a) "insured": the insured named in Schedule A, and, subject to any rights ~a~ pursue any litigation to final de~erml~a!lon by a ~ourt .of competent JUrlS- or defenses the Company would have had against the named insured, those dlcllon and expressly reserves the right, In Its sole dlscrellon, to appeal from who succeed to the interest of the named insured by operation of law as any adverse Judgment or order. distinguished from purchase including, but not limited to, heirs, distributees, (d) In all c,ases where this policy permits or requires th,e Comp~ny to prose- devisees, survivors, personal representatives, next of kin, or corporate or cute or provide for the defense of any action or proceeding, the Insured shall fiduciary successors. secure to the Company the right to so prosecute or provide defense in the (b) "insured claimant": an insured claiming loss or damage, action or proceeding, and all appeals therein, and permit the Company to (c) "knowledge" or "known": actual knowledge, not constructive knowl- use, at its option, the name of the insured for this ,Purpose. Whene~er edge or notice which may be imputed to an insured by reason of the public requested by the Company, the I~su,re~, atthe C?mpany s expe~se, shall g,lve records as defined in this policy or any other records which impart construc- the Company all, reasonable aid (I) In any action or proceeding.. securing r r f tt ff r th I d eVidence, obtaining Witnesses, prosecuting or defending the action or pro- Ive n~, Ice ~,. ma ers a ec I~g e an " ,ceeding, or effecting settlement, and (ii) in any other lawful act which in the (d) la~d . the land deSCribed or referred to In Schedule A, and I~prov~~ opinion of the Company may be necessary or desirable to establish the title to ments affl~ed thereto which by law constitute real property. The term, land the estate or interest as insured, If the Company is prejudiced by the failure of does not I~clude any property beyond t.he hnes of the area deSCribed or the insured to furnish the required cooperation, the Company's obligations to refer~ed to In Schedule A, nor any right, title, Interest, estate or easement In the insured under the policy shall terminate, including any liability or obliga- ~buttlng, streets, roa~s, a~e~ues, alleys, lane~, way~ or waterways, but noth- tion to defend, prosecute, or continue any litigation, with regard to the matter Ing herein shall modify or limit the extent to which a right of access to and from or matters requiring such cooperation, 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 litle. 2, CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3, NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or dam- age for which the Company may be liable by virtue of this policy, or (iii) if title to the ~~tate 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, 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 beliring 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 ofthe 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 Payor Tender Payment of the Amount of Insurance, To payor tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or con- tinue any litigation, and !tIe policy shall be surrendered to the Company for cancellation. (b) To Payor Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to payor otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to payor otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, 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 I 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 sha!1 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 Tlt~e Insurance Company. Claims Department 171 North Clark Street. Chicago, IIIlnlos 60601-3294 In Florida Call 1-800-883-2020 I I I CHICAGO TITLE INSURANCE COMPANY OWNERS POLICY SCHEDULE A Office File No. Policy Number Date of Policy Amount of Ins. 11 002-30 7210609-14211 April 25, 2002 at 11:52 a.m. $ 7,200,000.00 1. Name ofInsured: 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 ofthe 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 00014'20" West along the section line 363,0 feet for a Point of Beginning; thence continue along the section line 230.0 feet; thence North 890 20'32" West 283,0 feet; thence North 270 17'14" East 257.28 feet; thence South 890 20'32" East 166 feet to the Point of Beginning, being further described as: That part ofthe Northeast 1/4 ofthe Northeast 1/4 ofthe 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 00014'20" West along the section line 363.0 feet; thence North 890 20'32" West 166.0 feet; thence South 27017'14" West 257,28 feet; thence South 890 20'32" East 283.0 feet to the section line; thence South 000 14'20" West along the Section line 741. 70 feet; the~ce North 890 35'58" West along the 40 acre line 1384.74 feet; thence North 000 50'31" East 1048,83 feet to the Southerly right-of-way line I , 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: 1, 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, 3, 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. 8, 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 (sub easement for sanitary sewer), Pinellas County, Florida, I I 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 April19, 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. B~ ~ Note: If this schedule is attached to a Loan Policy, junior and subordinate matters, if any, are not reflected herein, I I 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 7r 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 890 33'16" East along the East- West centerline ofsaid Section 8 473,80 feet to the Point of Beginning. Being more particularly described as follows: That part ofthe Northeast 1/4 ofthe Northeast 1/4 ofthe 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 000 13'48" West along the section line 362,97 feet; thence North 890 20'08" West 166.09 feet; thence South 27017'20" West 257,33 feet; thence South 890 20'22" East 283,06 feet to the section line; thence South 000 14'21" West along the section line 741.67 feet; thence North 890 35'58" West along the 40 acre line, 1385.87 feet; thence North 000 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 720 46'01" East, chord 943.25 feet, arc 969.58 feet and radius 1196,28 feet to the East-West centerline ofsaid Section 8; thence South 890 34'14" East along the East- West centerline ofsaid Section 8 473.90 feet to the Point of Beginning, This Policy valid only if Schedule B is attached, . '. "'!, I I ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF LEASES, 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 ("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 ..!:t; 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 of Leases _vi ][04/22/02/BLM] , I I revenues allocable to the period prior to the Closing Month, Assignee shall pay the same to Assignor immediately upon receipt thereof, 2, Assumption bv 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) '" [Assignment and Assumption of Leases_vl][04/22/02/BLM] -2- 1 I 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: BUYER: Countersigned: CITY OF CLEARWATER, FLORIDA B~~' ~~-:u William B. Horne II City Manager Approved as to form: p~~~d ~ Attest: Assistant City Attorney SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership BY: WOLVERINE INVESTORS, LLC By: Ross H. Partrich Its: Manager Date: ,2002 [Assigrunent and Assumption of Leases _vi J[04/22/02/BLM] -3- ) 1 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: BUYER: Countersigned: CITY OF CLEARWATER, FLORIDA Brian J, Aungst Mayor-Commissioner By: William B, Horne II City Manager Approved as to form: Attest: Paul Richard Hull Assistant City Attorney Cynthia E, Goudeau City Clerk SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership ~/ y'! . ei,,-<."" )( - .. ~ . '7:J3<zccA k,~ ~f' . D Date:~. 2002 ::: WO~ORS' LLC Ross H. Partrich Its: Manager [#344787 vI - Assignment and Assumption ofLeases][04/19/02/BLM] -3- I - I 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 00014'20" 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 27017'14" EAST 257,28 FEET; THENCE SOUTH 89020'32" 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 00014'20" WEST ALONG THE SECTION LINE 363,0 FEET; THENCE NORTH 89020'32" WEST 166.0 FEET; THENCE SOUTH 27017'14" WEST 257.28 FEET; THENCE SOUTH 89020'32" EAST 283,0 FEET TO THE SECTION LINE; THENCE SOUTH 00014'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1384,74 FEET; THENCE NORTH 00050'31" 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 72044'22" 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 89033'16" 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 00013'48" WEST ALONG THE SECTION LINE 362,97 FEET; THENCE NORTH 89020'08" WEST 166,09 FEET; THENCE SOUTH 27017'20" WEST 257.33 FEET; THENCE SOUTH 89020'22" EAST 283,06 FEET TO THE SECTION LINE; THENCE SOUTH 00014'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1385,87 FEET; THENCE NORTH 00054'25" 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 89034'14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8473.90 FEET TO THE POINT OF BEGINNING, [Assignment and Assumption of Leases_vl][04/22/02/BLM] -4- I EXHIBIT "B" 1 I r~riendly Village ':1 f Kap::d-:: RENT ROLL AND VACANCY LISTING F'AGE . ... ;;;:ep.:,rt Date: 04/0'3/02 F.:ent F~l:' 11 ~~ ALl t.:,ma t i ': Cha'~ges Listing AL.l t ':' Charges fi:"( the F'eri,:.d: ()4 /() 1 / ()2 t,:, 04/0':1/02 T!!i1an~ Naae Ae;: . Prep. Unit Rent RD AJ ED iotal ========================================================================================================================================= ::::::::::::::::::::::::::::::::::::::::::::::::::::::========= ~C DEAR"ON, BOBBY 2 KAPK 108 348,00 0.00 0,00 0.00 348.00 R:CilAR:, p~:~:t ,. ....."'... .. ., "'.,- !'lOll. ,. ,.^ C.OC ~.. . :..; i; ,. l""l J\^ w fo,ittr. J~;.vv v.vv ~.,:,;';lj HIRSCH, JULIE 452 KAPK 112 348.00 0.00 0.00 0.00 348.00 JA I KARAN , DAIIIN 429 KAPK 114 34B.00 0.00 0.00 0.00 34B.00 PALIIER, WILLIAII 6 KAPK 116 348,00 0.00 0.00 0.00 348.00 Me INTYRE, DONALD 7 KAPK 117 361. 00 0.00 0.00 0.00 361.00 \lADE, 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 RID, NICHOLAS 509 KAPK 121 348.00 0.00 0.00 0.00 348.00 ENTERPRISES, DAKOTA 533 KAPK 11' 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 P~Ll'IER, CAREY 259 KAPK 124 348.00 0.00 0.00 0.00 348.0'0 BYERS, TERRY 297 KAPK 125 348.00 0.00 0.00 0.00 348.00 RYTKY-LYMCH, NORA SUE 15 KAPK 126 348.00 0.00 0.00 0.00 348.00 ~C GOWAN, DOUGLAS 16 KAPK 127 348.00 0.00 0.00 0.00 348.00 THONTON, WILLIAII 213 KAPK 128 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HO"E 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 IIUNIZ, 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 K~PK 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, HOllE 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 6ErSENSETTER, RICHARD 206 KAPI{ 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 CAR"ICHAEl, IIARGO 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 IIITCHELL,. TAl'IlIY 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 DARK OWNED, HOllE 522 KAPK 148 348.00 -348.00 0.00 0.00 0.00 PARK OWNED, HOllE 519 KAPK 149 348.00 -348.00 0.00 0:00 0.00 GIBSON, WILLIAII 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 1l00DS, RAYIIOMD 231 KAPK 152 348.00 0.00 0.00 0.00 348.00 EHRES"AN, CARL 481 KAPK 153 348.00 0.00 0.00 0.00 348.00 TERRY, JOHN 497 !{APK 154 348.00 0.00 0.00 0.00 348.00 SA"OLEY, ROCHELLE 42 KAPK 156 348.00 0.00 0.00 0.00 348.00 WELLS, JAII~S 43 KAPK 158 348.00 0.00 0.00 0.00 348.00 BREH"E, 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 , , . Kap!:I~:: 'I l '. F"l'"iendly Village I:' f PAI3E ."'') .... :::::epc1l'"t Date: 04/0'3/02 ~~eilt F.~o 11 ~~ ALl tC1ma t i I: Cha'r-ges Listing _',. . J.. _ C;-,a '( gas f ,:,\' -::; :-~e !':'er" i cid: 04/01/02 .l.. _. (;.4/ (;:3 / (i2 i-;'_\ '" '_i \"i_i Tenant Name Ace. Prop. Ur:it Rent RD AJ :r. Tota: .w ========================================================================================================================================= =============================================================== ~j~;~h:-: i ~~ ~:~";' 3:: <A?~~. .,' ~ 2;;2.:)::; 0. :)(. \", '.0; ....... . ..;..- ~IVV ..:;.~~. ,i-.- GENTRY Sr.ITH, MARY 467 KAPK 215 348.00 0.00 0.00 0.00 348.00 GONZALES, WANDA 226 KAPK 218 348.00 0.00 0.00 0.00 348.00 PUSEY, RICHARD 48 KAPK 219 348.00 0,00 0.00 0.00 348.00 SAMSON, l'IARK 364 KAPK 220 348.00 0.00 0,00 0.00 348,00 FIGUEROA, YARITZA 50 KAPK "')1 348.00 0.00 0.00 0.00 348.00 l.~. HANES, RONALD 51 KAPK ')"'l 348.00 0.00 0.00 0.00 348.00 ~..... MAXWELL, JAMES D. 444 KAPK 224 348.00 0.00 0.00 0.00 348.00 VALENTINE, JA"ES 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, G. DALE 451 KAPK 227 349.00 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 G. 447 KAPK "?" 348.00 0.00 0.00 0.00 348.00 /...,i" 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, 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 GOMES, 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 0.00 348.00 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 0.00 348.00 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 0.00 348.00 GONZALEZ, JESUS 383 KAPK 256 348.00 0.00 0.00 0.00 348.00 ORT! Z ,JUAN 302 KAPK 329 348.00 0.00 0.00 0.00 348.00 , ATANACIO-HUA"AN, 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 335 349.00 0.00 0.00 0.00 348.00 ZIMMERMAN, DONALD 80 KAPK 337 348.00 0.00 0.00 0.00 348.00 SI1ITH, JULIE K 81 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. 4B7 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, IlICHAEL B8 KAPK 358 348.00 0.00 0.00 0.00 348.00 RACE, EUGENE 89 KAPK 360 348.00 0.00 0.00 0.00 348.00 . ,- ~ I , PAGE ,.., F'( iendly 'v'i llage ':' f Kap,:,k ..:J :::::epc1r t Date: 04/0':1; 02 F-::ent F.:.:,11 ~~ ALl t om.::\ t i.: Ch,",J ges Li':=.ting Auto Chai~ges f t:lY' the Peric,d: 04/01/02 1; .:' 04/0'3/02 Tenan~ NilE Ac:. Pro~. Unit Rent RD AJ ED Total ========================================================================================================================================= :=====:=====:=::::=::=::=:::~:::==:=::=:;=======:===:=;::=~:=:~ DUNLAP, JOHNNIE 3'31 KAPK 362 348.00 0.00 0.00 0.00 348.00 I'IONTALVO, I'IILAGROS 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 WILLIAI'IS, 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 ~SCOUGH, 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, OI'lAR 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, THOI'IAS 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 ARI'ISTRONG, 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, I'IARY 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 MILLER, I'IELVIN 11 0 KAPK 501 361.00 0.00 0.00 0.00 361.00 SANDSTROI'I 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, HOI'IE 489 KAPK 505 348.00 -348.00 0.00 0.00 0.00 JAII'IE, BEVERLY 516 KAPK 506 348.00 0.00 0.00 0.00 348.00 BETHUNE, ROSCHELL 115 KAPK 507 348.00 0.00 0.00 0.00348.00 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, I'IARYLYN 436 KAPX 514 348.00 0.00 0.00 0.00 348.00 BETHUNE, EVONE 371 KAPK 516 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOI'IE 190 KAPK 517 348.00 -348.00 0.00 0.00 0.00 IRAHETA, I'IAGDELENO 120 KAPK 520 348.00 0.00 0.00 0,00 348.00 SI'IITH GOUDY, I'IICHELLE 121 KAPK 523 348.00 0.00 0.00 0.00 348.00 HERNANDEZ, RAI'IERO 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, THOI'IAS 251 KAPK 529 348.00 0.00 0.00 0.00 348.00 VO, SON KIM 406 KAPK 530 348.00 0.00 0.00 0.00 348.00 I'IORRISON, JAIIES 126 KAPK 531 348.00 0.00 0.00 0.00 348.00 MC KAHON, EDWARD 127 KAPK 532 348,.00 0.00 0.00 0.00 348.00 IIC GUIRE, THOIIAS 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 o.oe 348.00 KEYSER, TERESA 434 KAPK 537 348.00 0.00 0.00 0.00 348.00 KILGORE, I'IARY 131 KAPK 538 348.00 0.00 0.00 0.00 348.00 I Friendly Village ,~f ~(apok Report Date: 04/09/02 Rent Roll & Automatic Charges Listing Auto Charges for the Period: 04/01/02 to 04/09/02 ienant hale Ace. ?rClp. Unit Rent RD AJ ED Total I PAGE .. 'T ===~===::==~:=====~===:===:~::====::==~=:====:====:=:==:=====:===========:===~======:===============:==:=:===~=~===:=:======:======:==::: =============================================================== PARK OWNED, HOME MYATT, STEVEN ARAGON, ROBIN BOOSE, JENNIFER HEWITT, TIMOTHY BUENROSTRO, JOSE WALLENMAIER, MICHAEL WRAY, DONNA LISA PERRY, DANNY SILVERIA, CLAUDIA PEMBLETON, ROBERT BENUSSI, MARIO ARREGUIN, EDUARDO CARNES, SUSAN HULSE, DENNIS MENDENKO, DARLENE LEAL, JOSE PARK OWNED, HOME JONES, KEVIN NAGY, ALEXANDER CLARK, DALE R. CAREY, FRANK RICKflAN, DIANE MOREY, LLOYD DEL GROSSO, JEFFERY BROCK, l'IICHAEL RECCHI, JENIFER PARK OWNED, HO~E BEVINGTON, ROBIN RIVERA, RAUL HATFIELD, APRIL PARKINSON, HYLTON PARK OWNED, HOME BEST, DAVID PARK OWNED, HOME ERWIN, DONNA RESIDENT, MANAGER DA/'ION, MARC SIBSON, LILIAN TORRES, ANGEL BETHKE, DENIS ELIADES, THEODORE MATTERN, TINA MARIE MARONI, JAMIE SVOBODA, JANITH "OTORNY, VINCENT ST. PIERRE, LEONARD 501 KAPK 285 KAPK 51S KAPK 134 KAPK 2:1 KAPK 290 KAPK 138 KAPK 139 KAPK 140 KAPK 141 KAPK 494 KAPK 143 KAPK 402 KAPK 145 KAPK 146 KAPK 14 7 KAPK 148 KAPK 194 KAPK 149 ,KAPK 150 KAPK 151 KAPK 347 KAPK 459 KAPK 340 KAPK 394 KAPK 426 KAPK 524 KAPK 313 KAPK 294 KAPK 158 KAPK 534 KAPK 160 KAPK 197 KAPK 161 KAPK 433 KAPK 163 KAPK 164,KAPK 399 KAPK 166 KAPK 268 KAPK 167 KAPK 526 KAPK 248 KAPK 170 KAPK 171 KAPK 310 KAPK 173 KAPK 539 348.00 540 348.00 544 348.00 546 348.00 552 348.00 553 348.00 555 348.00 556 348.00 S58 348.00 560 348.00 561 348.00 563 348.00 565 348.00 566 348.00 567 348.00 568 348.00 569 348.00 570 348.00 571 348.00 572 348.00 573 348.00 575 348.00 576 348.00 577 348.00 578 348.00 579 348.00 580 348.00 581 348.00 582 348.00 583 348.00 584 348.00 585 348.00 S86 348.00 587 348.00 588 348.00 589 348.00 590 348.00 591 348.00 592 348.00 594 348.00 600 367.00 602 348.00 604 348.00 605 348.00 606 348.00 608 348.00 609 355.00 -348.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -348.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -348.00 0.00 0.00 0.00 0.00 -348.00 0.00 -348.00 .,0.00 -348.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.000.00, 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -348.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00, 0.00 348.00 348.00 348.00 348.00 ' 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 0.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 348.00 ,',' 348.00 0.00 348.00 348.00 348.00 348.00 0.00 348.00 0.00 348.00 -348.00 348.00 348.00 348.00 367.00 348.00 348.00 348.00 348.00 34B.00 355.00 I Fyiendly Vil:age of Kapok Repo~t Date: 04/03/02 Rent Roll & Automatic Charges Llsting Auto Charges for t~e Period: 04/01/02 to 04/09/02 7 E :;~..,: ;;~iH ~,.~~.: -. :'.:- _." . ".' w... ========================================================================================================================================= ..... .. '. r. ..... =============================================================== I'IARTINEZ, I'IARIA F. 484 KAPK 612 348.00 0.00 0.00 0.00 348.00 "ILLS, 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 255 KAPK 618 348.00 0.00 0.00 0.00 348.00 AULT, JAI'IES 176 KAPK 619 348.00 0.00 0.00 0.00 348.00 CANTORE, JAI'IES 177 KAPK 620 348.00 0.00 0.00 0.00 348.00 GISTER, CAROL 236 KAPK 624 348.00 0.00 0.00 0.00 348.00 PARK OWNED, HOI'IE 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: $ 69041.00 -5568.00 0.00 -348.00 63115.00 I F'j;i3E 5 , I I Friendly Village of Kapok Report Date: 04/09/02 Rent Roll & Automatic Charges Listing Auto Charges fo~ the Period: 04/01/02 to 04/09/02 F'A(3E 6 SUMMARY OF CHARGES for 198 Tenants Listed ID Des.:ription #Ter.ants /.Tenants /.T.:ota I $ Am':'Lmt$ ================================================================================ ================================================================================ ======================================== F.:c F~ent Charge 198 100.0/. 10'3.4/. 69,041.00 AS Ad,justment to A,:,:,:,unt 0 O.O/. O.O/. ,0.00 ED Employee Discount 1 0.5/. -0.6/. -348.00 RD Rep.:o/Dealer r::ent D i s.:.:ount 16 8.1/. -8.8/. -5,568.00 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ================================================================================ ---------------------------------------- ---------------------------------------- T.:,tal- Charges: $ 63,125.00 \ .' ...' I , Friendly Village of Kapok Report Date: 04/09/2002 F'A13E 1 '.i. Q.': Q. 'I '- J --=-~...~ .... ._-_ 0 '1- i'....;.:;. t"":_o. ... II Pr.:.perty Unit Unit Type Description Ain.:.unt ============================================================================ KAF'K 106 DW Double-wide 348.00 I<API< 217 SW Single-wide 348.00 I<APK 222 OW Dc.ub 1 e-w ide 348.00 KAPK 230 SW Single-wide 348.00 I<APK 240 SW Single-wide 348.00 KAPI< 244 DW D.:,ub 1 e-w ide 348.00 I<APK 247 SW Single-wide 348.00 KAPI< 249 OW D.:.u b 1 e-w ide 348.00 KAPK 252 OW D,:.uble-wide 348;.00 KAF'K 33'3 SW Single-wide 348.00 KAPK 354 DW 'D.:oub 1 e-w ide 348.00 KAF'K 42'3 DW D.:.uble-wide 348.00 KAPK 437 SW Single-wide 348.00 KAPK 445 SW Single-wide 348.00 KAPK 447 SW 'Si ngle....wi de 348.00 I<APK 457 SW Single-wide 348.00 I<API< 460 ' SW Single-wide 348.00 KAPI< 510 OW D.:oub 1 e-w ide 348 . (ll) I<API< 511 OW D.:ou b 1 e-w i de 348.00 I<AF'K 512 DW Double-wide 348.00 KAPK 513 OW D,:.uble-wide 348.00 KAF'K 515 DW D.:.u b 1 e-w i de 348.00 , KAPI< 518 DW Double-wide 348.00 KAPK 519 DW O.:oub 1 e-w ide 348.00 KAPK 521 SW Single-wide 348.00 KAPK 542 DW O.:.uble-wide 348'.00 I<API< 548 SW Single-wide 348.00 KAPK 550 DW D':lu b 1 e-w ide 348.00 KAPK 551 SW Single-wide 348.00 KAPK 554 SW Single-wide 348.00 KAPK 557 DW D.:.uble-wi de 348.00 KAPK 55'3 DW D.:oub I e-w ide 348.00 KAP~< 562 SW Single-wide 348.00 KAPI< 564 DW D.:ou b I e-w ide 348.00 KAPI< 574 OW Double-wide 348.00 I<APK 610 SW Single-wide 348.00 KAPK 6'7-'';' OW D,:ou b 1 e-w i de 348.00 -- KAPK 628 SW Single-wide 348.00 ============================================================================ Total Amount Not Rented $ 13,224.00 I I 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 Avenu~ Clearwater, Florida (the "Premises"), pursuant to the Purchase Agreement dated as of April .!:L, 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. CONSIDERA nON AND ASSIGNMENT: IN CONSIDERA nON of the consummation this date of the Transaction, the adequacy and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: 1, 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 Assignment_vI J[04/22/02/BLM] I I 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 I ike, 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, Counterparts, 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_vI ][04/22/02/BLM] - 2 - I I 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: Bria!fJ~ Mayor-Commissioner Approved as to form: ~~41L- Paul Richar Hull Assistant City Attorney Date: ,2002 BUYER: CITY OF CLEARWATER, FLORIDA By~.--..-:g.~:a: I lam 8, Horne II City Manager Attest: ~, 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 - I I 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: BUYER: Countersigned: CITY OF CLEARWATER, FLORIDA Brian J, Aungst Mayor-Commissioner By: William B, Horne II City Manager Approved as to form: Attest: Paul Richard Hull Assistant City Attorney Cynthia E. Goudeau City Clerk SELLER: WOLVERINE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership )( ~0lCCcA }:: _ ~n<-vP'F Date:~. 2002 BY: WOLVERINE INVESTORS, LLC ~ Ross H, Partrich Its: Manager By: [#344784 vi - Bill of Sale and General Assignment][04/18/02/BLM] - 3 - I I 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 00014'20" 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 27017' 14" EAST 257.28 FEET; THENCE SOUTH 89020'32" 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 00014'20" WEST ALONG THE SECTION LINE 363,0 FEET; THENCE NORTH 89~0'32" WEST 166.0 FEET; THENCE SOUTH 27017' 14" WEST 257.28 FEET; THENCE SOUTH 89~0'32" EAST 283,0 FEET TO THE SECTION LINE; THENCE SOUTH 00014'20" WEST ALONG THE SECTION LINE 741.70 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1384.74 FEET; THENCE NORTH 00050'31" EAST 1 048.83 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 72044'22" 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 89033'16" 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 00013'48" WEST ALONG THE SECTION LINE 362.97 FEET; THENCE NORTH 89~0'08" WEST 166,09 FEET; THENCE SOUTH 27017'20" WEST 257.33 FEET; THENCE SOUTH 89~0'22" EAST 283,06 FEET TO THE SECTION LINE; THENCE SOUTH 00014'21" WEST ALONG THE SECTION LINE 741.67 FEET; THENCE NORTH 89035'58" WEST ALONG THE 40 ACRE LINE 1385,87 FEET; THENCE NORTH 00054'25" 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 89034'14" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 8 473.90 FEET TO THE POINT OF BEGINNING, [Bill of Sale and General Assignment_vI ][04/22/02/BLMI I EXHIBIT "B" PERSONAL PROPERTY LIST ~ 'V~~ of2(opO' 2OSO GMn 08Ic AWfIUI CI8Iuwater, FIorid8 33759 4/12/02 PERlONAL PROPERTY LIST round table, Wood 3 chairs S drawer lateral file desk wlextension credenza 7 drlwer file 2 dra~er tl1e cabinet window alc electric organ 2 pOOl t.ables 1 cue sticks 28 pool balls 9 chairs 2 stools round table, wood picture piafto~ ,~ ",: .. ., -:',;.::, 2 pIano benches 2 round ~ables, WOOd '- card tables 12 aix foot tables 72 chairs gas raftge 2dr. Welvlnat6r fridge 2 dr. fridge, ~el. dresser, vOQd misc. boxes, decorations Xmas tree 4 garbage cans 19. wood table 2 boOk cas.. 2 entertainment c.nte~e mop bucket round table, vood 2 cbairs 2 fire ext1ftgu!shers -aqer 'It.. .over sledge trenching shovel sbovels bard rlItes loppers L"" croYbars ~ 'f't6lq'5o - .,~r?.aJc.1<-. f:;l-' ~fJ -:r;r ' ~1D0 I , . IH 1\. 10. L V V L j : It UIVI , . NO. 2003 P. 3 I I ~iuu14 Q1illa,~ uf !1(apoJ: 2110 Glen 0Ik Avwu. ~. Florida 337&9 4/12/02 PERSONAL PROPERTY LIST ~PAGE 2 pl~<:b f'ork bedge tri..er l.at rakes scoop sbovels pole say wheel barrow po.t hole digger Deft.ch grinder batterrc:harger vise 16 t~ extensioft ladder Triton sand filt.~ filter basket 2 Stennel: pWIlp. centurion pu.p ~8.orted deck furniture at pool . ,.' IHI\. 10. LVVL j;/tUIVI , " NO. 2003 P.J I I '3r.iuu/4 CV;/["1J~ of9(apo' 28&0 Glen 0IIt Avenue ~. Florida 33759 4/12/02 PERSONAL PR.OPERTY LIST ~PAGE 2 pitch fork bedge tri1lllller l..t rakes scoop sbovels pole .av wheel barrow poet bole digger beftch griDder battery charger vise 16 f~ extenBioft ladder Triton sand filt.>> t11ter basket 2 StrenDer pWIlp. Centurion pup Aseorted deck furftl~ure at pool