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Home My WebLink About2010 - Addendum to Trust ADDENDUM (TRUSTEE) A. At the same time that Seller submits the closing documents required by paragraph 9. of this Agreement,Seller shall also submit the following to Purchaser: 1. Copies of the written trust agreement and all amendments thereto, 2. All certificates,affidavits,resolutions or other documents as may be required by Acquiring Agency or the title insurer,which authorize the sale of the Property to Purchaser in accordance with the terms of this Agreement and evidence Seller's authority to execute this Agreement and all other documents required by this Agreement,and 3. Copy of proposed opinion of counsel as required below. B. As a material inducement to Purchaser entering into this Agreement and to consummate the transaction contemplated herein,Seller covenants,represents and warrants to Purchaser as follows: I. Seller's execution of this Agreement and the performance by Seller of the various terms and conditions hereof,including,without limitation,the execution of all agreements,notices and other documents hereunder,have been duly authorized by the requisite trust authority. 2. This Agreement,when executed and delivered,will be valid and legally binding upon Seller and enforceable in accordance with its terms,assuming that the Option Agreement is enforceable under the laws of the State of Florida. 3.Neither the execution of this Agreement and the Deed to be executed hereunder by Seller,nor the performance by it of the various terms and conditions hereto will violate the terms of the Trust Agreement.. At the closing,Seller shall deliver to Purchaser an opinion of counsel in the form of Trustee Addendum Exhibit No.1 attached hereto. SELLER PURCHASER HERBERT V. MORRISON, SUCCESSOR LOCAL GOVERNMENT TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE CITY OF SEBASTIAN LIVING TRUST AGREEMENT DATED JULY 17, 2007 By: By: - 41411 r1 HERBERT V. MORRISON, TRUSTEE Name: 1C an . 1 mor, Kayo°r April 6, 2010 Date Signed by Seller Date signed by Purchaser FLORIDA COMMUNITIES TRUST By: KEN REECY, COMMUNITY PROGRAM MANAGER Date signed by Purchaser March 11, 2010 08-003-WW1 16 Detroit 990061_2 April 6, 2010 08-003-WW1 14 ADDENDUM (TRUSTEE) A. At the same time that Seller submits the closing documents'required by paragraph 9. of this Agreement,Seller shall also submit the following to Purchaser: 1. Copies of the written trust agreement and all amendments thereto, 2. All certificates,affidavits,resolutions or other documents as may be required by Acquiring Agency or the title insurer,which authorize the sale of the Property to Purchaser in accordance with the terms of this Agreement and evidence Seller's authority to execute this Agreement and all other documents required by this Agreement,and 3. Copy of proposed opinion of counsel as required below. B. As a material inducement to Purchaser entering into this Agreement and to consummate the transaction contemplated herein,Seller covenants,represents and warrants to Purchaser as follows: 1. Seller's execution of this Agreement and the performance by Seller of the various terms and • 'conditions hereof,including,without limitation,the execution of all agreements,notices and other documents hereunder,have been duly authorized by the requisite trust authority. 2. This Agreement,when executed and delivered,will be valid and legally binding upon Seller and enforceable in accordance with its terms,assuming that the Option Agreement is enforceable under the laws of the State of Florida. 3.Neither the execution of this Agreement and the Deed to be executed hereunder by Seller,nor the performance by it of the various terms and conditions hereto will violate the terms of the Trust Agreement.. At the closing,Seller shall deliver to Purchaser an opinion of counsel in the form of Trustee Addendum Exhibit No.1 attached hereto. SELLER PURCHASER HERBERT V. MORRISON, SUCCESSOR LOCAL GOVERNMENT TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE CITY OF SEBASTIAN LIVING TRUST AGREEMENT DATED JULY 17 2007 By C/K3!/, By: HERBERT V. MORRISON, TRUSTEE Name: !je o20/0 Date Signed by Seller Date signed by Purchaser FLORIDA COMMUNITIES TRUST By: KEN REECY, COMMUNITY PROGRAM MANAGER Date signed by Purchaser March 15, 2010 u6-003-WW1 16 Detroit 990061_2 March 15, 2010 08-003—WW1 16 • TRUSTEE ADDENDUM-EXHIBIT NO.1 BOSNIAN LLP 6Th FLOOR AT FORD FIELD ,20I O 1901 ST.ANTOINE STREET DETROIT.MICHIGAN 48226 Florida Communities Trust City of Sebastian 313-39 3-7579 FAX 2555 Shumard Oak Boulevard 1225 Main Street 313-2597777 Tallahassee,FL 32399 Sebastian,FL 32958 Ladies and Gentlemen: This firm is counsel to Herbert V.Morrison,as Successor Trustee of the Henry J. Dabrowski Irrevocable Trust under Revocable Living Trust Agreement dated July 17,2007("Seller").This opinion is given pursuant to that certain Option Agreement for Sale and Purchase dated 2010(the"Option Agreement")between Seller and the Florida Communities Trust and the City of Sebastian(collectively,the "Purchaser').Capitalized terms not otherwise defined herein having the meaning ascribed to them in the Option Agreement. We have reviewed executed originals(or counterparts)or photographic copies of the following documents: 1. the Option Agreement,and 2. the Henry J.Dabrowski Irrevocable Trust under Revocable Living Trust Agreement dated July 17,2007(the"Trust Agreement") In connection with the foregoing,based upon our examination of the documents above described,and review of such certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of the opinions hereinafter set forth,we advise you that,subject to the assumptions, qualifications and exceptions herein set forth,in our opinion: 1. Seller's execution of the Option Agreement and the performance by Seller of the various terms and conditions thereof,including,without limitation,the execution of all agreements,notices and other documents required thereunder,have • been duly authorized by the requisite trust authority. 2. The Option Agreement,[when executed and delivered],will be valid and legally binding upon Seller and enforceable in accordance with its terms,assuming that the Option Agreement is enforceable under the laws of the State of Florida. 3. Neither the execution of the Option Agreement and the deed to be executed thereunder by Seller,nor the performance by it of the various terms and conditions thereto,will violate the terms of the Trust Agreement. The foregoing opinion is expressly subject to the following qualifications: (a) In rendering this opinion,we have assumed(i)the genuineness of all signatures(other than those of Seller);(ii)the authenticity of all documents submitted as originals;(iii)the conformity to original documents of all documents submitted as certified or photostatic copies;(iv)that Seller has received the DETROIT l TROY I ANN ARBOR l CHEBOYGAN March 15, 2010 08-003—WW1 17 Florida Communities Trust TRUSTEE ADDENDUM—Exhibit 1 City of Sebastian ,2010 Page 2 consideration provided for in or contemplated by the Option Agreement,the adequacy of which also is assumed;(v)the due authorization,execution and delivery of the Option Agreement by Purchaser;(vi)that the actions of the Purchaser contemplated by the Option Agreement are permitted under their respective charter documents and applicable law and will not require any authorization,consent or approval of any government or government agency of the State of Florida or other governmental body which has not been received or given;(vii)that the Option Agreement is governed by Florida law;and(viii)that the factual matters,statements and recitations contained in the documents we have examined are accurate,true and correct. (b) The validity and enforceability of the Option Agreement are subject to or may be affected by(i)applicable bankruptcy,preference,receivership,insolvency, fraudulent conveyance or transfer,reorganization,moratorium,and other laws,rules of court or governmental authority relating to or affecting creditors'rights heretofore or hereafter enacted,(u)the rights of taxing authorities or other similar entities which may by law have priority over the rights of a secured party,(iii)the exercise of judicial discretion in accordance with general principles of equity (regardless whether applied in a proceeding in equity or at law),(iv)concepts of materiality,unconscionability,reasonableness,good faith and fair dealing,and(v) the valid exercise of the constitutional powers of the United States of America and other governmental units having jurisdiction and of the sovereign police powers governmental units having jurisdiction. (c) We express no opinion as to the rights of Seller in or its tide to or legal or beneficial ownership of,any property or assets,including without limitation the Property described in the Option Agreement. (d) We express no opinion as to the legal sufficiency or the accuracy of the description of any item of property in the Option Agreement,including,without limitation,the Property. (e) This opinion is given as of the date hereof and does not cover any matters arising at any time subsequent thereto.We disclaim any obligation to update our opinion or advise you of any change which hereafter may be brought to our attention. (f) The opinions expressed herein apply only insofar as the laws of the State of Michigan are concerned,and we express no opinion whatsoever with respect to the possible application of the laws of any other jurisdiction(including,without limitation,conflict of laws and choice of law issues).To the extent that any of the documents examined by us are governed by laws other than the laws of the State of Michigan,this opinion does not purport to extend to such matters. This opinion is furnished to you solely in connection with the closing of the transactions contemplated by the Option Agreement,and may not be delivered to oewi 59lt65 z March 15, 2010 08-003-WW1 18 Florida Communities Trust TRUSTEE ADDENDUM—Exhibit 1 City of Sebastian ,2010 Page 3 or relied upon by any other person,or used,published,quoted or copied for any other purpose,without the prior written consent of the undersigned.We are not assuming any professional responsibility to any person other than the Purchaser by rendering this opinion. Very truly yours, BODMAN LLP By: Stephen L.Gutman,a partner SLG/sb Oetto.t_991565 2 March 15, 2010 19 08-003-WW1 •