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HomeMy WebLinkAbout2010 - Purchase Agreement Project: Sebastian Working Waterfront Collaborative Contract#: �9- C1 E�-�$ 62-W w1 Project#: 08-003-WW1 Property Tax I.D. #: 06-31-39-00001-0010-00002.0 Parcel#: Dabrowski Trust OPTION AGREEIMENTIz SALE AND PURCHASE 92. THIS AGREEMENT is made this1 `day of ,2010,between HERBERT V.MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17,2007,whose address is c\o Herbert V. Morrison, Trustee, 28826 Ramblewood Drive, Farmington Hills, MI 48334-1750, as ("Seller"), and the FLORIDA COMMUNITIES TRUST,a nonregulatory agency within the Department of Community Affairs, ("Acquiring Agency")whose address is 2555 Shumard Oak Boulevard, Tallahassee,Florida 32399, and the CITY OF SEBASTIAN,a municipality within Indian River County,Florida,("Local Government"),whose address is 1225 Main Street, Sebastian, Florida 32958. Acquiring Agency and Local Government will be collectively referred to as("Purchaser"). 1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real property located in Indian River County, Florida, described in Exhibit"A",together with all improvements, easements and appurtenances("Property"),in accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only if Acquiring Agency and Local Government give written notice of exercise to Seller. 2. OPTION TERMS. The option payment is$100.00("Option Payment"). The Option Payment,in the form of a state warrant,will be forwarded to Seller upon its receipt by Acquiring Agency from the Comptroller of the State of Florida. The option may be exercised during the period beginning with the Purchaser's approval of this Agreement and the Acquiring Agency's governing body granting project approval in accordance with Rule 9K-9, Florida Administrative Code, and ending on June 30, 2010, ("Option Expiration Date"), unless extended by other provisions of this Agreement. In the event Acquiring Agency's Purchase Price (as hereinafter defined in paragraph 3.A) or Local Government's Purchase Price (as hereinafter defined in paragraph 3.A) are not available by the Option Expiration Date the period of exercise of the option may be extended until such funds become available,not to exceed 60 days after the Option Expiration Date,by written notice to Seller. 3.A. TOTAL PURCHASE PRICE. The total purchase price("Total Purchase Price")for the Property is SEVEN HUNDRED FIFTY THOUSAND and no/100 Dollars($750,000.00)which,after reduction by the amount of the Option Payment, will be paid by Acquiring Agency and Local Government at closing. Seller hereby authorizes Acquiring Agency to issue a state warrant directly to an escrow agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to pay Seller's expenses of sale and real estate taxes which are not reimbursable by Purchaser. This Total Purchase Price presumes that the Property contains at least .38 acres of uplands, to be confirmed by the Survey, as provided in paragraph 5. The Total Purchase Price shall be paid to Seller as follows:Acquiring Agency shall pay the lesser of$450,000.00 or 90%of the final adjusted Acquiring Agency Purchase Price for the Property as determined in accordance with paragraph 3.B.("Acquiring Agency's Purchase Price"),which after reduction by Acquiring Agency of the Option Payment, will be paid to Seller by state warrant at closing; and Local March 15, 2010 08-003--WW1 1 Government shall pay$300,000.00 or the balance(remainder)of the Total Purchase Price for the Property as determined in accordance with paragraph 3.B. ("Local Government's Purchase Price"), to Seller by Local Government check at closing. This Agreement is contingent upon approval of Total Purchase Price,Acquiring Agency's Purchase Price,and Local Government's Purchase Price by Purchaser and upon confirmation that the Acquiring Agency Purchase Price is not in excess of the final maximum approved acquiring agency purchase price of the Property as determined in accordance with Rule 9K-10.004, Florida Administrative Code ("Maximum Approved Purchase Price"). This Agreement is also contingent upon Local Government's funds for closing being available at closing and upon Local Government giving written notice to Acquiring Agency, prior to the exercise of the option, that these funds are available to close in accordance with this Agreement. If such notification is not accomplished, Acquiring Agency may in its sole discretion declare this Agreement void and of no further force and effect as of that date. Local Government's funds are the sole responsibility of Local Government. Seller shall have no recourse whatsoever, at law or equity, against Acquiring Agency or the Property as a result of any matter arising at any time whether before or after fee simple title is conveyed to Local Government,relating to Local Government's funds,Acquiring Agency shall have no obligation under this Agreement to provide any portion of Local Government's funds. Acquiring Agency's funds necessary to close are the sole responsibility of Acquiring Agency. Seller shall have no recourse whatsoever,at law or equity,against Local Government or the Property as a result of any matter arising at any time,whether before or after fee simple title is conveyed to Local Government,relating to Acquiring Agency's funds. Local Government shall have no obligation under this Agreement to provide any portion of Acquiring Agency's funds. Should Local Government's funds or Acquiring Agency's funds not be available for any reason, Purchaser or Seller may elect to terminate this Agreement by written notice to the parties without liability to any party. Acquiring Agency and Local Government agree that the Local Government shall take fee simple title to all of the Property at the closing notwithstanding that Acquiring Agency and Local Government are required to pay all of the Total Purchase Price in the manner set forth in this Agreement. Conveyance of the Property in fee simple from Seller to Local Government will take place at the closing, in exchange for the payments to be made by Acquiring Agency and Local Government to Seller at closing as set forth above in this paragraph 3.A. This Agreement is also contingent upon the simultaneous closing of that certain Option Agreement for Sale and Purchase between Purchaser and Sebastian Harbour,Ltd.,and Dancu Holding,Inc.,for that real property described in Exhibit "B" attached hereto. 3.B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If,prior to closing,Acquiring Agency determines that the Acquiring Agency Purchase Price stated in paragraph 3.A. exceeds the final Acquiring Agency Maximum Approved Purchase Price of the Property,the Acquiring Agency's Purchase Price will be reduced to the final Acquiring Agency's Maximum Approved Purchase Price of the Property. Upon determination of the final adjusted Acquiring Agency's Purchase Price,Local Government's Purchase Price will be determined and adjusted in accordance with paragraph 3.A. If the final Total Purchase Price is less than 100%of the Total Purchase Price stated in paragraph 3.A. because of a reduction in either Purchaser's Purchase Price of the Property, Seller shall, in his sole discretion, have the right to terminate this Agreement and neither party shall have any further obligations under this Agreement. If Seller elects to terminate this Agreement, Seller shall provide written notice to Acquiring Agency and Local Government of his election to terminate this Agreement within 10 days after March 15, 2010 08-003-WW1 2 Seller's receipt of written notice from Acquiring Agency of the final adjusted Total Purchase Price. In the event Seller fails to give Acquiring Agency and Local Government a written notice of termination within the aforesaid time period from receipt of Acquiring Agency's written notice,then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the Total Purchase Price stated in paragraph 3.A. 4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall,at Seller's sole cost and expense and at least 30 days prior to the Option Expiration Date, furnish to Local Government and Acquiring Agency an environmental site assessment of the Property which meets the standard of practice of the American Society of Testing Materials ("ASTM"). Seller shall use the services of competent, professional consultants with expertise in the environmental site assessing process to determine the existence and extent, if any, of Hazardous Materials on the Property.p rty. For purposes of this Agreement"Hazardous Materials"shall mean any hazardous or toxic substance,material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.). The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental site assessment, such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase II Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I environmental site assessment and to confirm the presence of contaminants on site. The environmental site assessment shall be certified to Purchaser and Seller and the date of certification shall be within 90 days before the date of closing. Acquiring Agency shall reimburse Seller for the Acquiring Agency approved cost of the environmental site assessments, not to exceed $10,000.00 upon Seller's submission of the necessary documentation to Acquiring Agency which evidences payment in full of the environmental site assessment costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall,at his sole cost and expense and prior to the exercise of the option and closing,promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal,state or local laws,statutes,ordinances,rules,regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials ("Environmental Law"). However,should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 2%of the Total Purchase Price as stated in paragraph 3.A., Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. 5. SURVEY. Seller shall,at Seller's sole cost and expense and not less than 35 days prior to the Option Expiration Date, deliver to Local Government and Acquiring Agency a current boundary survey of the Property prepared by a professional land surveyor licensed by the State of Florida which meets the standards and requirements of Acquiring Agency ("Survey"). It is Seller's responsibility to ensure that the surveyor contacts the Acquiring Agency regarding these standards and requirements and the cost of the Survey prior to the commencement of the Survey. The Survey shall be certified to Purchaser and the title insurer and the date of certification shall be within 90 days before the date of closing,unless this 90 day time period is waived by Purchaser and by the title insurer for purposes of deleting the standard exceptions for survey matters and March 15, 2010 08-003-WW1 3 easements or claims of easements not shown by the public records from the owner's title policy. If the Survey shows any encroachment on the Property or that improvements intended to be located on the Property encroach on the land of others,the same shall be treated as a title defect. Acquiring Agency shall reimburse Seller for the Acquiring Agency approved cost of Survey, not to exceed $10,000.00, upon Seller's submission of the necessary documentation to Acquiring Agency which evidences payment in full of the Survey costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 6. TITLE INSURANCE. Seller shall, at Seller's sole cost and expense and at least 35 days prior to the Option Expiration Date, furnish to Purchaser a marketable title insurance commitment,to be followed by an owner's marketable title insurance policy(ALTA Form "B") from a title insurance company, approved by Acquiring Agency, insuring marketable title to the Property in the amount of the Purchase Price. Seller shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession,(c)survey matters,(d)unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. Purchaser shall reimburse Seller for Seller's cost for the owner's title insurance policy required hereunder, title search, title exam and closing fee. Purchaser's reimbursement shall not exceed an amount which is equal to the minimum promulgated rate permitted by the Florida Insurance Commissioner's rules and regulations. Purchaser shall not be required to reimburse Seller until Seller has submitted the necessary documentation to Acquiring Agency which evidences payment in full of the title insurance cost by Seller and until the final owner's title insurance policy has been received and approved by Acquiring Agency. This reimbursement is contingent upon a sale of the Property to Purchaser. 7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 90 days after notice from Purchaser, remove said defects in title. Seller agrees to use diligent effort to correct the defects in title within the time provided. If Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent effort to correct the title defects,Purchaser shall have the option to either: (a)accept the title as it then is with a reduction in the Total Purchase Price by an amount determined by Acquiring Agency and acceptable to Seller, (b)accept the title as it then is with no reduction in the Total Purchase Price, (c)extend,with the written consent of the Seller,the amount of time that Seller has to cure the defects in title, or(d)terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement. 8. INTEREST CONVEYED. At closing,Seller shall execute and deliver to Local Government a Trustee deed in accordance with Florida Law,conveying marketable title to the Property in fee simple free and clear of all liens,reservations,restrictions,easements,leases,tenancies and other encumbrances,except for those that are acceptable encumbrances in the opinion of Purchaser and do not impair the marketability of the title to the Property. The grantee in Seller's Trustee Deed shall be the CITY OF SEBASTIAN. 9. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23, and 380.08(2), Florida Statutes. Seller shall prepare the deed described in paragraph 8. of this Agreement, Seller's closing statement, the title, possession and lien affidavit certified to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes, and an environmental affidavit. The deed, title, possession and lien affidavit and environmental affidavit shall be prepared on Acquiring Agency forms which will be provided by Acquiring Agency. Acquiring Agency shall prepare March 15, 2010 08-003-WW1 4 Purchaser's closing statement.All prepared documents shall be submitted to Local Government and Acquiring Agency for review and approval at least 30 days prior to the Option Expiration Date. 10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required items. Seller will have 30 days thereafter to cure and resubmit any rejected item to Purchaser. In the event Seller fails to timely deliver any item, or Purchaser rejects any item after delivery,Purchaser may in its discretion extend the Option Expiration Date. 11. EXPENSES. Seller will pay the documentary revenue stamp tax and all other taxes or costs associated with the conveyance,including the cost of recording the deed described in paragraph 8.of this Agreement and any other recordable instruments which Purchaser deems necessary to assure good and marketable title to the Property. 12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Local Government acquires fee title to the Property between January 1 and November 1, Seller shall,in accordance with Section 196.295, Florida Statutes,place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property. In the event the Local Government acquires fee title to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 13. CLOSING PLACE AND DATE. The closing shall be on or before 15 days after Purchaser exercises the option; provided, however, that if a defect exists in the P P title to the Property, title commitment, Survey, environmental site assessment,or any other documents required to be provided or completed and executed by Seller, the closing shall occur either on the original closing date or within 60 days after receipt of documentation curing the defects, whichever is later. The date, time and place of closing shall be set by Purchaser. 14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or damage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Local Government in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition of the Property is altered by an act of God or other natural force beyond the control of Seller,Purchaser may elect,at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Seller represents and warrants that there are no parties other than Seller in occupancy or possession of any part of the Property. 15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by Seller,Purchaser and its agents,upon reasonable notice,shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Seller shall deliver possession of the Property to the Local Government at closing. 16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or valid, recorded easements that benefit the Property. March 15, 2010 08-003-WW1 5 17. DEFAULT. If Seller or Purchaser defaults under this Agreement,either party may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid,each without waiving any action for damages,or any other remedy permitted by law or in equity resulting from either parties default. 18. BROKERS. Seller warrants that no persons,firms,corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such claims, whether disclosed or undisclosed. 19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser in the appropriate county or counties with the prior written approval of all parties. 20. ASSIGNMENT. This Agreement may be assigned by Purchaser with prior written approval by Seller, in which event Purchaser will provide written notice of assignment to Seller. This Agreement may not be assigned by Seller without the prior written consent of Purchaser. 21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable,the enforceability of the remaining provisions of this Agreement shall not be affected. 23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal representatives,successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used,the singular shall include the plural and one gender shall include all genders. 24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties. 25. WAIVER. Failure of Purchaser to insist upon strict performance of any covenant or condition of this Agreement,or to exercise any right herein contained,shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 26. AGREEMENT EFFECTIVE. This Agreement or any modification,amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto. 27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. March 15, 2010 08-003-WW1 6 28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 29. SURVIVAL. The covenants,warranties,representations, indemnities and undertakings of Seller set forth in this Agreement shall survive the closing,the delivery and recording of the deed described in paragraph 8. of this Agreement and Local Government's possession of the Property. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE MARCH 16,2010,THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1)APPROVAL OF THIS AGREEMENT BY PURCHASER, (2) ACQUIRING AGENCY'S GOVERNING BODY GRANTING APPROVAL IN ACCORDANCE WITH RULE 9K-9,FLORIDA ADMINISTRATIVE CODE,(3)CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN EXCESS OF THE FINAL MAXIMUM APPROVED PURCHASE PRICE OF THE PROPERTY, AND (4) LOCAL GOVERNMENT AND ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER. THE ACQUIRING AGENCY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS CONTRACT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE. IF A SIGNED ACCEPTANCE TO THIS OFFER FROM THE CITY OF SEBASTIAN IS NOT DELIVERED TO SELLER BEFORE APRIL 9,2010, THIS OFFER AND THIS OPTION AGREEMENT SHALL BE NULL AND VOID. THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. SELLER HERBERT V. MORRISON,SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17,2007 By: �Itt,%. Wi ness as to eller Name: HERBERT V.MORRISON,Trustee 26-6454787 itness as to Seller Trust Federal Identification No. March 15, 2010 08-003-WW1 7 IL March 15, 2010 Date signed by Seller STATE OF MICHIGAN) ) COUNTY OF WAYNE ) The foregoing instrument was acknowledged before me this 15th day of March ,2010, by HERBERT V.MORRISON,as Trustee of HERBERT V.MORRISON,SUCCESSOR TRUSTEE OF THE HENRY J.DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007, who is personall known to ► or who has produced a driver license issued within the last five years as identificy on. (NOTARY PUBLIC) Al • SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: /J////o?O/c ra c,1.1 PURCHASER LOCAL GOVERNMENT CITY OF SEBASTIAN k A. &. A / 41r �101 I "AMP s as to Local GA-mment me: ' chard H. Gilimor c�G�� Its: Ma or I i fitness as to L cal Government � J Attest: (Clerk or D:•uty Clerk) (• FICIAL SEAL) March 15, 2010 08-003-WW1 8 Approved as to Form and Legality March 25, 2010 Date signed by Local Government By: obert A. Ginsburg4ty Attorney Date: March 25, 2010 STATE OF FLORIDA) COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this 25th day of March ,2010,by Richard H. Gillmor as Mayor oftheCITYOFSEBASTIAN,Floridaon behalf of the Local Government. They are personally known to me. (NOTARY PUBLIC) SEAL .'A A #.t.': lam. /IL .i- 4!i • Itary Public No`fug eanette Williams JEANETTE WILLIAMS Commission DD 630052 (Printed, Typed or Stamped Name of Expires February 28,2011 Nota ry Public) 'WE aKam Baidial T'y Far Insurance!00.385.7019 DD 630052 Commission No.: My Commission Expires: 2/28/11 PURCHASER ACQUIRING AGENCY i FLORIDA COMMUNITIES TRUST 1 /, % , By: &PL. kea"r"r"- Witness as to/cquiring Agency KEN REECY (i)((/ Com munity Program Manager Wit as to Acquiring en q g g cY 4-22.(D Date signed by Acquiring Agency March 15, 2010 08-003-WW1 9 Approved as to Form and Legality By: ''-/ Ol();)-----. Trust Counsel Date` '( .!;0/1) STATE OF FLORIDA ) 1 ) COUNTY OF LEON ) The foregoing instrument was acknowledged before me this Z A day of 2010, by KEN REECY, Community Program Manager, Florida Communities T st, on behalf of the Acquiring Agency. He is personally known to me. (NOTARY PUBLIC) SEAL #' 4 �'/- Not y Pub 1 001111///0/ y CO M MISSiO.� j (Printed, Ty s vF Sthnp cP ��j_ ' l Notary Pub a• ° m • i= Commissio s8 My Commis �� 9s / • 8OO-3B5- ....4. \\ ;6)4i OF FAS7 March 15, 2010 08-003 WW1 10 EXHIBIT "A" LEGAL DESCRIPTION Beginning at the intersection of the South line of Middleton's Subdivision and the east right-of-way line of Indian River Drive (being a point 37.15 feet due East of the center line of Indian River Drive), the point of beginning; thence northerly 118 degrees 41' 37" along the east right-of-way line of Indian River Drive, a distance of 184.75 feet more or less to a concrete monument marked X; thence run East 10 degrees North of due East to the high water line of the Indian River, thence Southerly along the high water line of said Indian River to a point intersecting the Easterly projected South line of Middleton's Subdivision and the high water line of the Indian River; thence West to the Point of Beginning. Being a part of government Lot 1, Section 6, Township 32 South, Range 39 East. FINAL LEGAL DESCRIPTION WILL BE DETERMINED UPON RECEIPT AND APPROVAL OF FINAL SURVEY AS REQUIRED IN PARAGRAPH 5 11 March 15, 2010 08-003-WW1 EXHIBIT "B" LEGAL DESCRIPTION FROM A POINT OF BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF GOVERNMENT LOT 2, OF SECTION 31,TOWNSHIP 30 SOUTH,RANGE 39 EAST,INDIAN RIVER COUNTY,FLORIDA,AND THE MEAN HIGH WATER MARK OF THE WEST BANK OF INDIAN RIVER,RUN WEST ALONG SAID SOUTH LINE OF GOVERNMENTAL LOT 2 A DISTANCE OF 80.05 FEET,MORE OR LESS,TO THE EAST RIGHT-OF-WAY OF OLD U.S.HIGHWAY NO. 1,SAID RIGHT-OF-WAY BEING 66 FEET;THENCE RUN NORTH 25°22'WEST ALONG SAID EAST RIGHT-OF-WAY LINE A DISTANCE OF 71.45 FEET;THENCE RUN EAST,PARAI I FL TO THE SOUTH LINE OF SAID GOVERNMENTAL LOT 2,A DISTANCE OF 94.89 FEET;THENCE RUN NORTH 70°45'EAST A DISTANCE OF 132.03 FEET TO THE ESTABLISHED BULKHEAD LINE;THENCE RUN SOUTH 25°22'EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 66.43 FEET;THENCE RUN SOUTH 70°45" WEST A DISTANCE OF 145.50 FEET TO THE POINT BEGINNING ON THE MEAN HIGH WATER LINE OF INDIAN RIVER AND ON THE SOUTH LINE OF SAID GOVERNMENTAL LOT 2; AND LOT 1,BLOCK 2,MIDDLETON'S SUBDIVISION,RECORDED IN PLAT BOOK 2,PAGE 56,PUBLIC RECORDS OF ST.LUCIE COUNTY,FLORIDA,AND SAID LAND NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. AND ALSO ALL OF LOT 1,BLOCK 1,MIDDLETON'S SUBDIVISION,ACCORDING TO PLAT THEREOF RECORDED IN PLAT BOOK 2,PAGE 56,PUBLIC RECORDS OF_INDIAN RIVER COUNTY,FLORIDA LYING EAST OF INDIAN RIVER DRIVE(OLD U.S.HWY#1)AND DESCRIBED AS FOLLOWS: FROM A POINT BEGINNING AT THE MEAN HIGH WATER LINE OF THE WEST SHORE OF THE INDIAN RIVER ON THE TOWNSHIP LINE BETWEEN TOWNSHIP 30 SOUTH AND TOWNSHIP 31 SOUTH,RUN WEST ALONG SAID TOWNSHIP LINE(SAME BEING THE NORTH LINE OF SAID LOT 1,BLOCK 1, NIIDDLETON'S SUBDIVISION)A DISTANCE OF 80.05 FEET MORE OR LESS,TO THE EAST RIGHT-OF- WAY OF INDIAN RIVER DRIVE(OLD U.S.HIGHWAY NO. 1)SAID RIGHT-OF WAY BEING 66 FEET IN WIDTH;THENCE RUN SOUTH 25°22 EAST ALONG SAID EAST RIGHT-OF-WAY A DISTANCE OF 90 FEET; THENCE RUN NORTH 80°00'00"EAST A DISTANCE OF 113 FEET MORE OR LESS TO THE MEAN HIGH WATER LINE OF THE INDIAN RIVER;THENCE MEANDER THE MEAN HIGH WATER LINE IN A NORTHWES I BRLY DIRECTION TO THE POINT OF BEGINNING. AND WEST SIDE OF INDIAN RIVER DRIVE: LOTS 2,3 BLOCK 2,MIDDLETON'S SUBDIVISION,RECORDED IN PLAT BOOK 2,PAGE 56, PUBLIC RECORDS OF ST.LUCIE COUNTY,FLORIDA,AND SAID LAND NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. 12 March 15, 2010 08-003-WW1 ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) STATE OF Michigan COUNTY OF_Wayne • Before me, the undersigned authority, personally appeared _Herbert V. Morrison this 15th day of March, 2010, who, first being duly sworn, deposes and says: I)That HERBERT V.MORRISON,SUCCESSOR TRUSTEE OF THE HENRY J.DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17,2007(the"Trust"),whose address is whose address is c\o Herbert V.Morrison,Trustee,28826 Ramblewood Drive,Farmington Hills,MI 48334-1750,is the record owner of the Property. The following is a list of every"person"(as defined in Section 1.01(3),Florida Statutes)holding 5%or more of the current beneficial interest in the Trust: (if more space is needed,attach separate sheet) Name Address Interest Anna Dabrowski, David Dabrowski and Lynn Dabrowski 9225 87th Street, Vero Beach, FL 32967 Current Income beneficiaries 2) That to the best of the affiant's knowledge,all persons who have a financial interest in this real estate transaction or who have received or will receive real estate commissions,attorney's or consultant's fees or any other fees or other benefits incident to the sale of the Property are: Name Address Reason for Payment Amount Badman LLP 1901 St.Antoine Street 6th Floor at Ford Field attorney fees to be determined Detroit,MI 48226 Surveyor,title company or attorney rendering title opinion,environmental studies—to be determined March 15, 2010 08-003-WW1 13 Detroit 990061_2 March 15, 2010 08-003-WW1 13 3) That,to the best of the affiant's knowledge,the following is a true history of all financial transactions (including any existing option or purchase agreement in favor of affiant)concerning the Property which have taken place or will take place during the last five years prior to the conveyance of title to the CITY OF SEBASTIAN: Name and Address Type of Amount of of Parties Involved Date Transaction Transaction Henry J.Dabrowslci July 17,2007 Quit Claim Deed $10.00 and Anna Dabrowski Husband and wife,Grantors Henry I.Dabrowski Revocable Living Trust dated July 17,2007,Grantee This affidavit is given in compliance with the provisions of Sections 286.23 and 380.08(2),Florida Statutes. AND FURTHER AFFIANT SAYETH NOT. 1,AFFIANT/ • Yl.CM..10 HERBERT V.MORRISON,SUCCESSOR TRUSTEE OF THE HENRY J.DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17,2007 March 15, 2010 08-003—WW1 14 Detroit 990061 2 March 15, 2010 08-003-WW1 1.4 . 15th SWORN TO and subscribed before me this day of March, 2010, by HERBERT V. MORRISON as TRUSTEE of HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J.DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE L VING TRUST AGREEMENT DATED JULY 17, 2007, who is personally • own to me or who 's produced a drivers license as identification and who did take an oath. Notary Public , (Printed, Typed or Stamped Name of Notary) Commission No.: My Commission Expires: //////6 / FLORIDA COMMUNITIES TRUST APPRgOVEED��ASS�TO FORM AND LEGALITY ra,ease .7eC —1214 NagUallataa By: Trust Co nseC�— 4�? � aao a,.. :t� .r11�j,��r �) Date: , k.,,.,.` ; �lJ,¢yi(/ March 15, 2010 08-003-WW1 15 Detroit 990061 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 By: HERBERT V. MORRISON, TRUSTEE Name: /4741/24-N- !S 01.0/D 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-WWl 16 Detroit 990061 2 March 15, 2010 08-003—WW1 16 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.I 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: B '�� Ati f t / / HERBERT V. MORRISON, TRUSTEE Name: " 1C are H. Gillmor, Mayor April 6, 2010 Date Signed by Seller Date signed by Purchaser FLORIDA COMMUNITIES TRUST By: 44A.- KEN REECY, COMMUNITY GRAM MANAGER q•22-l0 Date signed by Purchaser March 11, 2010 08-003-WW1 16 Detroit 990061_2 April 6, 2010 08-003-WW1 14 TRUSTEE ADDENDUM-EXHIBIT NO.1 BODMANLLP 6TH FLOOR AT FORD FIELD ,2010 1901 ST.ANTOINE STREET DETROIT.MICHIGAN 48228 Florida Communities Trust City of Sebastian 313-39 3-7579 FAX 2555 Shumard Oak Boulevard 1225 Main Street 313-259-7777 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 out 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,not 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 I TROY I ANN ARBOR 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,(ii)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 title 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 DeUel1 991566 2 March 15, 2010 08-003—WW1 18 it Florida Communities Trust TRUSTEE ADDEND UM—Exhibit 1 City of Sebastian ,2010 Page 3 or relied b upon p 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 DeIrol 0,5E8 2 March 15, 2010 19 08-003—WW1