HomeMy WebLinkAboutSEOPW-CRA-R-03-0009SEOPW/CRA ITEM 18
RESOLUTION NO. 0 3 - 09
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY ("CRA") REQUESTING THE
MIAMI CITY COMMISSION TO SCHEDULE ON THE
AGENDA FOR THE NEXT SCHEDULED CITY COMMISSION
MEETING, FOR CONSIDERATION AND APPROVAL, THE
SETTLEMENT AGREEMENT PERTAINING TO ST. JOHN
COMMUNITY DEVELOPMENT CORPORATION AND THE
LYRIC VILLAGE.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are incorporated herein as if fully
set forth in this Section.
Section 2. The Board of Directors requests the Miami
City Commission to schedule on the agenda for the next scheduled
City Commission Meeting, for consideration and approval, the
settlement agreement pertaining to St. John Community
Development Corporation and the Lyric Village.
Section 3.- This Resolution shall become effective
immediately upon its adoption.
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03- 09
PASSED AND ADOPTED this 27th day of January, 2003.
ATTEST:
P ISCILLA A. THOMPSON
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
'IDRO VILARELLO
C ATTORNEY
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ITEM 18
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Chairman Arthur E. Teele, Jr. and Date: January 13, 2003 File:
Members of the CRA Board
Subject: Report from Special Counsel
From: Frank . Rollason References:
CRA Executive Director
Enclosures:
Report from Special Counsel
SEOPW/CXA
03- 009
Martinez, Esperanza
ubject: FW: CRA Board Meeting: January 27, 2003
-----Original Message -----
From: WBLOOM@hklaw.com [mailto:WBLOOM@hklaw.com]
Sent: Monday, January 13, 2003 2:36 PM
To: Martinez, Esperanza
Cc: Villacorta, James H; Vilarello, Alejandro
Subject: RE: CRA Board Meeting: January 27, 2003
Yes, the following items should be on the Agenda:
1. Ward Rooming House
2. Sale to JEJ-- P-5
3. Update report regarding Vector Bus Bankruptcy
4. St John CDC settlement regarding Lyric Village.
5. Black Achieves Lease
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
Phone: 305-789-7712
csimile: 305-789-7613
MAIL: wbloom@hklaw.com
This email is intended soley for the use of the individual to whom it is
addressed and may contain information that is privileged, confidential
or otherwise exempt from disclosure under applicable law. If the reader
of this email is not the intended recipient or the employee or agent
responsible for delivering the message to the intended recipient, you
are hereby notified that any dissemination, distribution, or copying of
this communication is strictly prohibited. If you have received this
communication in error, please immediately notify us by telephone and
return the original message to us at the listed email address. Thank
You.
•
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A
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made
and entered into as of the day of January, 2002, by and between THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY, of the City .of Miami, a public agency and body corporate created pursuant
to Section 163.356, Florida Statutes, with offices at 300 Biscayne Boulevard Way,
Suite 309, Miami, Florida, 33131 (hereafter "Seller" or "CRA"), and J.E.J. Properties,
Inc., a Florida corporation, with offices at 950 N.W. 3rd Avenue, Miami, Florida
33136 ("Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser
shall buy the following property upon the following terms and conditions:
1. DESCRIPTION OF PROPERTY
A. Legal Description
Legal description as set forth in Exhibit "A" attached
hereto and made a part hereof.
B. Street Address
936 N.W. 3rd Avenue
Miami, Florida 33136
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the
Property the sum of Fifty Two Thousand and No/100 Dollars ($52,000.00)
(the "Purchase Price"). The Purchase Price shall be payable as follows:
A. Deposit.
(1) The Purchaser has delivered to the Seller an initial deposit
equal to Five Thousand Two Hundred and No/100 Dollars ($5,200.00) (the
"Bid Deposit"). At Closing (as hereinafter defined), the Bid Deposit shall be
credited against the Purchase Price.
(2) Upon signing this Agreement, the Purchaser shall deliver to
Holland & Knight, LLP (the "Escrow Agent") an additional deposit in the
amount of Five Thousand Two Hundred and No/100 Dollars ($5,200.00) (the
"Purchase Deposit") (the Purchase Deposit and the Bid Deposit are
collectively referred to as the "Deposit").
(3) Upon receipt of Form W-9 executed by Purchaser, the Purchase
Deposit shall be placed by the Escrow Agent in an interest bearing account
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until this transaction is closed_. The interest earned on the Purchase Deposit
shall belong to Purchaser.
(4) At Closing (as hereinafter defined) the Purchase Deposit, and
all interest earned on the Purchase Deposit shall be delivered by the Escrow
Agent to the Seller and credited against the Purchase Price. The Purchase
Deposit is non-refundable except in the event this Agreement is terminated
as provided in paragraphs 4E or 5 herein.
B. Financing.
At Closing, the Purchaser shall deliver to the Seller a promissory note
(the "Note") in the amount of Forty. One Thousand Six Hundred and No/100
Dollars ($41,600.00) in the form attached hereto as Exhibit "B". The Note
shall be secured by a mortgage (the "Mortgage") encumbering the Property
and certain adjacent parcels (the "Adjacent Parcels") described in Exhibit "C".
The Mortgage shall be in the form attached hereto as Exhibit "D". The
amount of the Note shall be credited against the Purchase Price at Closing.
C. Closing Payment.
At Closing, the balance of the Purchase Price (increased or decreased
by adjustments, credits, proration, costs, and expenses as set forth in
Section 12 of this Agreement) shall be paid by the Purchaser to the Seller by
cashier's check, certified check, official bank check, or wire transfer.
3. EFFECTIVE DA1E/TII1IE OF ACCEPTANCE
The Effective Date of this Agreement shall be the date on which this
Agreement is accepted and executed on behalf of the Seller.
4. ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement:
The term "Hazardous Materials" shall mean and include without
limitation, any substance which is, or contains, (A) any "hazardous
substance" as now or hereafter defined in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C.,
Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or
pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined
in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et
seq.); (C) any substance regulated by the Toxic Substances Control Act (15
U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum
hydrocarbons; (E) asbestos and asbestos containing materials, in any form,
whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any
additional substances or material which: (i) is now or hereafter classified or
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considered to be hazardous or toxic under Environmental Requirements as
hereinafter defined; (ii) causes or threatens to cause a nuisance on the
Property or adjacent property or poses or threatens to pose a hazard to the
health or safety of persons on the Property or adjacent property; or (iii) would
constitute a trespass if it emanated or migrated from the Property.
The term "Environmental .Requirements" shall mean all laws,
ordinances, statutes, codes, rules, regulations, agreements, judgments, orders
and decrees, now or hereafter enacted, promulgated, or amended of the
United States, the states, the counties, the cities, or any other political
subdivision, agency or instrumentality exercising jurisdiction over the Seller
or the. Purchaser, the Property, or the use of the Property, relating to
pollution, the protection or regulation of human health, natural resources, or
the environment, or the emission, discharge, release or threatened release of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or waste or Hazardous Materials into the environment (including,
without limitation, ambient air, surface water, groundwater, land or soil).
B. Disclaimer As To Environmental Matters.
Purchaser acknowledges and agrees that Seller has not made, does
not make and specifically negates and disclaims any representations,
warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied,, oral or written, (past,
present; or future) of, as to, concerning or with respect to environmental
matters with reference to the Property, including, but not limited to: (a) the
value, nature, quality or condition of the Property, including, without
limitation, the water, soil and geology, (b) the compliance of or by the
Property, or its operation with any Environmental Requirements, (c) any
representations regarding compliance with any environmental protection,
pollution, land use, zoning, or development of regional impact laws, rules,
regulations, orders or requirements, including the existence in or on the
Property of Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the
Opportunity to inspect the Property, and all relevant documents and records
of the Seller as they relate to the Property, including the Level I
Environmental Site Assessment and Limited Phase II Subsurface
Assessment Report on file at 300 Biscayne Boulevard Way, Suite 309, Miami,
Florida 33131, which report revealed some evidence of contamination, and
other documents that may exist in the public records of the state, county
and/or city relating to the environmental condition of the Property as part of
this Agreement and that Purchaser is not relying solely upon any documents
provided by, or representations made by or on behalf of Seller, but that
Purchaser is responsible to conduct its own investigation of the Property.
Purchaser further acknowledges and agrees, that any information
provided with respect to the Property was obtained from a variety of sources
and that Seller has not made any independent investigation or verification of
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such information and makes no representations as to the accuracy or
completeness of such information. Seller is not liable or bound in any matter
by any verbal or written statements, representations or information
pertaining to the Property, or the operation thereof, furnished by any agent,
employee, servant or other person.
C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall
have a period of twenty-five (25) days from the Effective Date (the
"Investigation Period") in which to undertake at Purchaser's expense, such
physical inspections and other investigations of and concerning the Property
including surveys, soil borings, percolation, engineering studies,
environmental tests and studies and other tests as Purchaser considers
necessary for Purchaser and his consultants to review and evaluate the
physical characteristics of the Property and to perform certain work or
inspections in connection with such evaluation (the, "Environmental
Inspection") after giving the Seller twenty-four (24) hours notice prior to each
test performed. The CRA, at its sole option, may extend the Investigation
Period for an additional twenty-five (25) days if, based upon the results of the
testing, additional testing is warranted. For the purpose of conducting the
Environmental Inspection, Seller hereby grants to Purchaser and its
consultants and agents or assigns, full right of entry upon the Property
during the Inspection Period through the closing date. The right of access
herein granted shall be exercised and used by Purchaser, its employees,
agents, representatives and contractors in such a manner as not to cause any
material damage or destruction of any nature whatsoever to, or interruption
of the use of, the Property by the Seller, its employees, officers, agents and
tenants.
D. Inspection Indemnity, Insurance and Releases.
. Notwithstanding anything contained in this * Agreement to the
contrary, as consideration for the Seller granting a continuing right of entry,
the Purchaser agrees to: (i) immediately pay or cause to be removed any
liens filed against the Property as a result of any actions taken by or on
behalf of Purchaser in connection with the inspection of the Property; (ii)
immediately repair and restore the Property to its condition existing
immediately prior to the Inspection Period; and (iii) indemnify, defend and
hold harmless Seller, its employees, officers and agents, from and against all
claims, damages or losses incurred to the Property, or anyone on the Property
as a result of the actions taken by the Purchaser, any of its employees,
agents, representatives or contractors, or anyone directly or indirectly
employed by any of them or anyone* for whose acts they may be liable, with
respect to the inspection of the Property, regardless of whether or not such
claim, demand, cause of action, damage, liability, loss or expense is caused in
part by Seller, its employees, officers and agents, provided, however,
Purchaser shall not be liable for the gross negligence or intentional
misconduct of Seller, its employees, officers and agents. Nothing herein
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shall be deemed to abridge the rights, if any, of the Seller to seek contribution
where appropriate.
The provisions of this indemnity shall survive closing or termination
of this Agreement.
Prior to Purchaser entering upon the Property for purposes of the
Environmental Inspection, Purchaser shall furnish to Seller policies of
insurance or certificates of insurance, in such form and amounts as are
acceptable to Seller, protecting the Seller during the course of such testing
from all claims' for personal injury and property damage arising out of or
related to the activities undertaken by the Purchaser, its agents, employees,
consultants and contractors, or anyone directly or indirectly employed by any
of them or anyone for whose acts they may be liable, upon the Property or in
connection with the Environmental Inspection.
Purchaser hereby waives any and all claims against the Seller for
personal injury or property damage sustained by the Purchaser, its
employees, agents, contractors, or consultants arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants
and contractors upon the Property or in connection with the Environmental
Inspection and releases the Seller from any claims in connection therewith.
E. Remedies/Right of Termination.
If, during the Investigation Period, Purchaser discovers the presence
of Hazardous Materials on the Property in levels or concentrations which
exceed the standards set forth by DERM, the State, or the Federal
Government then, prior to the end of the Inspection Period, Purchaser shall
notify Seller in writing and deliver to Seller copies of all written reports
concerning such Hazardous Materials (the "Environmental Notice"). The
Purchaser and Seller shall have seven (7) business days from the date the
Seller receives the Environmental Notice to negotiate a mutually agreeable
remediation protocol. In the event the Purchaser and Seller are unable to
reach agreement ' with respect thereto within the seven (7) business day
period provided herein, the parties shall have the option within two (2)
calendar days of the expiration of the seven (7) business day period to
terminate this Agreement by written notice to the other party whereupon: (i)
all property data and all studies, analysis, reports and plans concerning the
Property delivered by Seller to Purchaser, or prepared by or on behalf of the
Purchaser, shall be delivered by Purchaser to the Seller; (ii) the Bid Deposit,
without interest, shall be returned by Seller and the Purchase Deposit and all
interest earned thereon shall be returned by Escrow Agent to Purchaser; and
(iii) except for those obligations specifically stated herein to survive
termination, the parties shall thereupon be relieved of any and all further
responsibility or obligation hereunder.
F. Waiver and Release.
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In the event that Purchaser does not elect to cancel this Agreement,
Purchaser acknowledges and agrees that, to the maximum extent permitted
by law, the sale of the Property as provided for herein is made on an "AS IS"
"WHERE IS" basis with all faults. Purchaser on behalf of itself and its
successors, heirs, and assigns waives, releases, acquits, and forever
discharges Seller, its successors and assigns, of and from any and all claims,
actions, causes of action, demands, rights, damages, costs, expenses or
compensation whatsoever, direct or indirect, known or unknown, foreseen or
unforeseen, which Purchaser or any of its successors or assigns now has or
which may arise in the future on account or in any way related to or in
connection with any past, present, or future physical characteristic or
condition of the Property including, without limitation, any Hazardous
Materials in, at, on, under, or related to the Property, or any violation or
potential violation or any Environmental Requirement applicable thereto. In
addition, Purchaser specifically waives all current and future claims and
causes of action against Seller arising under CERCLA, RCRA, Chapters 376
and 402, Florida Statutes, and any other federal or state law or county
regulation relating to Hazardous Materials in, on, or under the Property.
This release shall survive closing or termination of this Agreement.
5. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for
obtaining all title documents, which Purchaser requires in order to ascertain
the status of title. Purchaser agrees to forward a copy of the aforementioned
title documents to Seller immediately upon Purchaser's receipt thereof.
Seller shall have no obligation to assist in Purchaser's title
examination or the obtaining of title insurance; but, to the extent Seller has
evidence of title, including abstracts, prior title policies, and title reports,
Seller shall provide copies of same to Purchaser, within five (5) calendar days
of the Effective Date.
Purchaser's examination of title shall be completed within twenty-one
(21) days of the Effective Date. In the event Purchaser's examination of title,
reflects any condition which renders the title unmarketable in accordance
with the standards of the Florida Bar (the "Title Defect"), the Purchaser shall
notify Seller in writing within twenty-one (21) days of the Effective Date and
allow the Seller sixty (60) calendar days in which to cure the Title Defect.
The Seller shall not be required to make any effort, or bring any action, or to
incur any expense, to cure any Title Defect or objection.
If Seller shall be unable to convey title to the Property according to
provisions of this Agreement, Purchaser may: W elect to accept such title as
Seller may be able to convey, with no reduction in Purchase Price; or (ii)
terminate this Agreement by delivering to Seller written notice of such
termination together with all property data, studies, analyses, reports, plans
and abstracts of title concerning the Property delivered by Seller to
Purchaser or prepared by or on behalf of Purchaser; in which case the Bid
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Deposit; without interest, shall be returned by Seller and the Purchase
Deposit and all interest earned thereon shall be returned by the Escrow
Agent to Purchaser and, except for those obligations specifically stated herein
to survive termination, the parties shall thereupon be relieved of any and all
further responsibility or obligation hereunder.
Within twenty-one (21) days of the Effective Date of this Agreement,
the Purchaser shall provide the Seller, at the Purchaser's expense, with a
mortgagee title insurance commitment (the "Commitment") issued by
Chicago Title Insurance Company, Commonwealth Land Title Insurance
Company, First American Title Insurance Company, Lawyers Title Insurance
Corporation, or. Attorneys' Title Insurance Fund, Inc. (the "Title Company").
The Commitment shall contain coverages acceptable to the Seller, and shall
be on American Land Title Association's standard loan policy form (1970 with
1984 modifications) insuring the amount of the Note and binding the Title
Company to insure the Mortgage as a perfected, valid first lien on the
Property and a perfected, valid third lien on the Adjacent Parcels, free and
clear of all defects and encumbrances except such as the Seller shall approve
and with such title insurance endorsements as the Seller may require. A
marked -up title insurance commitment, in form and content satisfactory to
the Seller, shall be delivered to the Seller at Closing. A final titleinsurance
policy, in form and content satisfactory to the Seller, shall be delivered to the
Seller within thirty (30) days of Closing. This paragraph shall survive the
Closing.
6. DISCLAIMER OF WARRANTIES AS TO PROPERTY;
"AS IS" CONVEYANCE.
Purchaser is purchasing the Property in an "AS IS" / "WHERE IS"
condition and specifically and expressly without any warranties,
representations or guaranties, either express or implied, of any kind, nature
or type whatsoever from or on behalf of Seller. Without in any way limiting
the generality of the immediately preceding, and in addition to the specific
disclaimers set forth in Section 4 of this Agreement with respect to
Environmental Matters, Purchaser further acknowledges and agrees that in
entering into this Agreement and purchasing the Property:
(1) Seller has not made, does not, and will not make any
warranties or representations, whether express or implied, with
respect to the Property, its condition, value, profitability, or
marketability;
(2) Seller has not made, does not, and will not make any
warranties, whether express or implied, of habitability or suitability
of the Property for any activities or uses which Purchaser may desire
to conduct thereon;
(3) Seller has not made, does not, and will not make any
representations, whether express or implied, with respect to
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compliance with any land use, zoning or development of regional
impact laws, rules, regulations, orders or requirements.
(4) Purchaser has made and/or has been given an adequate
opportunity to make such legal, factual, or other inquiries and
investigations as Purchaser deems necessary, desirable or
appropriate with respect to the Property, the value or marketability
thereof, and the appurtenances thereto. Such inquiries and
investigations of Purchaser shall be deemed to include, but shall not.
be limited to, the condition of all portions of the Property and such
state of facts as an accurate abstract of title would show;
(5) Purchaser has not relied, and is not relying, upon any
information, document, projection, proforma, statement,
representation, guaranty or warranty, whether express or implied,.
oral or written, material or immaterial that may have been given by
or made by or on behalf of Seller.
The provisions of this Section shall survive closing or termination of
this agreement.
7. RESTRICTIONS. EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning,
restrictions, prohibitions, and other requirements imposed by governmental
authorities including, but not limited to, public utility easements and all
matters appearing on the public records.
8. CLOSING DATE
Closing shall take place within forty-five (45) days after the Effective
Date, unless extended in writing by the Seller, at a mutually agreeable time
(the "Closing") at the office of Holland & Knight LLP, 701 Brickell Avenue,
Suite 3000, Miami, Florida 33131. The parties may, subject to mutual
agreement, establish an earlier date for Closing. Notwithstanding the
foregoing, in the event the Seller elects to satisfy any title objections
pursuant to the terms of Section 5 hereof, then Seller shall have the right to
extend the Closing date set forth herein.
9. PAYMENT IN LIEU OF TAXES
The Purchaser agrees to accept a deed restriction, which shall -be
binding on the Purchaser, its successors, heirs, and assigns. This restriction
shall provide that if the Property, or any portion thereof, is purchased by an
"exempt entity" or is utilized for an "exempt purpose", as such terms are used
or defined under Chapter 196 Florida Statutes the owner of the Property
shall pay to the CR.A each year a payment in lieu of taxes (PILOT). The
yearly PILOT shall be an amount equal to the sales price, adjusted annually
for the consumer price index, times the City of Miami's then current millage
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rate. In the event the CRA is no longer in existence the PILOT shall be .paid
to the City of Miami and shall be an amount equal to the taxes the, City of
Miami would have received had the property not been exempt from taxation.
10. RESTRICTION ON USE
The Purchaser agrees to accept to a deed restriction, which shall be
binding on the Purchaser, its successors, heirs and assigns. This restriction
shall provide that the property must be used solely as a parking lot for a
period of ten (10) years from the Closing Date.
11. CLOSING DOCUMENTS
A. Seller's Closing Documents:
At Closing, Seller shall executeand/or deliver to Purchaser the
following:
(1) Quitclaim Deed in the form of Exhibit "E" attached hereto and
made a part hereof;
(2) A Closing Statement;
(3) A Seller's Affidavit and a Non -Foreign Affidavit;
(4) Such documents as are necessary to fully authorize the sale of
the Property and the execution of all closing documents by
Seller; and
(5) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated herein.
B. Purchaser's Closing Documents: At Closing, Purchaser shall execute
and/or deliver to Seller the following:
(1) Such documents as are necessary to fully authorize the
purchase of the Property and the execution of all closing
documents by Purchaser, including, without limitation the Note
and the Mortgage;
(2) The Note;
(3) The Mortgage;
(4) A Notice Limiting Future Advances in the form attached hereto
as Exhibit "F" from each mortgagee holding a mortgage on the
Adjacent Parcels, limiting the maximum principal amount that
may be secured by such mortgage to the current outstanding
principal balance under such mortgages;
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(5) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated herein;
(5) The balance of the Purchase Price as provided for in Section 2
herein, subject to adjustments and prorations as hereinafter
provided.
12. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or.
assumed by or between Seller and Purchaser as follows:
A. Adjustments and Proration
(1) Real Estate Taxes: Real property taxes, if any, shall be
prorated as of the Closing Date.
(2) Certified/Pending Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date shall be paid by
Seller. Pending liens as of the Closing Date shall be assumed
by Purchaser.
(3) Other Taxes, Expenses, Interest Etc: Taxes (other than real
property taxes), assessments, water and sewer charges, waste
fee and fire protection charges, if applicable, -shall be prorated
as of the Closing Date.
(4) Usual and Customary: Such other items that are usually and
customarily pro -rated between purchasers and sellers of
properties in the area where the Property is located. All pro -
rations shall utilize the 365-day method.
B. Closing Costs
(1) Each party shall be responsible for its own attorneys fees
incurred in connection with the Closing.
(2) Purchaser shall pay all other closing and recording costs
incurred in connection with the sale and purchase of the
Property described in this Agreement, including, but not
limited to:
(i) all inspection and environmental testing costs;
(ii) all recording charges, filing fees payable in connection
with the transfer of the Property hereunder; including,
without limitation the recording fees for the Quit Claim
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Deed, the Mortgage and the Notices Limiting Future
Advances;
(iii) the documentary stamp tax and Miami -Dade County
Surtax to be affixed to the deed;
(iv) the documentary stamp tax and intangible tax payable
in connection with the Note and the Mortgage;
(v) the Seller's costs incurred in connection with the public
solicitation process related to the sale of the Property,
which costs shall not. exceed five thousand dollars
($5,000).
13. DEFAULT
A) If this transaction does not close as a result of default by Seller,
Purchaser as and for its sole and exclusive remedy shall be entitled to:
(i) elect to terminate this Agreement and receive the return of the Bid
Deposit, without interest, and the Purchase Deposit with all interest
thereon; or (ii) elect to waive any such conditions or defaults and to
consummate the transactions contemplated by this Agreement in the
same manner as if there had been no conditions or defaults and
without any reduction in the Purchase Price and without any further
claim against Seller.
In no event shall Seller be liable to Purchaser for any actual, punitive,
incidental, speculative or consequential damages, or costs or fees of
any nature whatsoever. The limitation on Seller's liability set forth
herein shall survive closing or termination of this Agreement.
B) If this transaction does not close as a result of default by Purchaser,
Seller, as and for its sole and exclusive remedy, shall retain the Bid
Deposit and the Purchase Deposit and all interest earned thereon, as
liquidated damages and not as a penalty for forfeiture, it being
acknowledged by the parties that actual damages to Seller would be
difficult or impossible to measure.
Q Neither party shall be entitled to exercise any remedy for a default by
the other party, except for failure to timely close, until (i) such party
has given the other party notice of the default in accordance with
Section 17 below and (ii) a period of ten calendar (10) days has elapsed
after such notice is deemed given with the other party having failed to
cure the default.
14. RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or
other casualty, or acts of God, as of the Effective Date.
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16.
17.
RELEASE AND INDEMNIFICATION
Purchaser and anyone claiming by, through or under Purchaser hereby fully
and irrevocably releases Seller, its employees, officers, directors,
representatives, agents, successors and assigns (collectively the Seller) from
any and all claims that it may now have or hereafter acquire against the
Seller for any cost, loss, liability, damage, expense, demand, action or cause
of action arising from or related to any defects, errors, omissions or other
conditions, including, but not limited to, environmental matters, affecting the
Property, or any portion thereof.
DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between
Purchaser and Seller, and between Purchaser and any governmental
authorities having jurisdiction over environmental matters, is to be an
important component of the Purchaser's Environmental Inspection period
and title examination. Accordingly, to facilitate such communication, the
Purchaser and Seller have appointed the following persons on their
respective behalves to be their environmental and title representatives, to
wit:
On behalf of Seller. -
Frank Rollason, Executive Director
Community Redevelopment Agency
300 Biscayne Boulevard Way, Ste. 309
Miami, FL 33131
Telephone (305) 579-3324
Fax (305) 372-4646
NOTICES
On behalf of Purchaser.
Shirlene Ingraham, President
J.E.J. Properties, Inc.
950 N.W. 3,d Avenue
Miami, FL 33136
All notices or other communications, which may be given pursuant to this
Agreement, shall be in writing and shall be deemed properly served if
delivered by personal service or by certified mail addressed to Seller and
Purchaser at the address indicated herein. Such notice shall be deemed
given on the day on which personally served; or if by certified mail, on the
fifth day after being posted or the date of actual receipt, whichever is earlier:
To Seller. -
Frank Rollason, Executive Director
Community Redevelopment Agency
300 Biscayne Boulevard Way, Ste. 309
Miami, Florida 33136
Telephone (305) 579-3324
Fax (305) 372-4646
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To Purchaser.
Shirlene Ingraham, President
J.E.J. Properties,, Inc.
950 N.W. 3Td Avenue
Miami, Florida 33131
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18.
19.
20.
21.
22.
With Copies To:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
Attn: Suzanne P. Viana, Esq.
And
Alejandro Vilarello
General Counsel
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
CAPTIONS AND HEADINGS
With Copies To:
Stephen Siegel, Esq.
7411 Miami Lakes Drive
Hialeah, Florida 33014
The Section headings or captions appearing- in this Agreement are for
convenience only, are not part of this Agreement, and are not to be considered
in interpreting this Agreement.
BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and
their successors and assigns. Purchaser may assign or pledge this
Agreement only with the prior written consent of the ClWs Executive
Director, which consent, may be withheld for any or no reason whatsoever;
provided, however, that the Purchaser may assign this Agreement to
Shirlene Ingraham ("Ingraham") or an entity owned or controlled by
Ingraham without the Seller's consent provided said entity is the owner of
the Adjacent Parcels. The transfer of ownership or control of Purchaser, or
the appointment of a receiver, whether voluntary or involuntary, without the
consent of Seller shall be deemed a breach of this paragraph.
GOVERNING LAW
This Agreement shall be governed according to the laws of the State of
Florida and venue shall be in Miami -Dade County, Florida.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which shall constitute one and the
same Agreement.
WAIVERS
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No waiver by either party of any failure or refusal of the other to comply with
its obligations shall be deemed a waiver of any other or subsequent failure or
refusal to comply. All remedies, rights, undertakings, obligations and
agreements contained herein shall be cumulative and not mutually exclusive.
23. SURVIVAL OF R.EPRESENTATION58WARRANTIES
All relevant terms of this Agreement, where appropriate, shall survive the
closing and be enforceable by the respective parties until such time as
.extinguished by law.
24. - PARTIAL I WALIDITY
In the event that any provision of this Agreement shall be unenforceable in
whole or in part, such provision shall be limited to the extent necessary to
render same valid, or shall be excised from this Agreement, as circumstances
require, and this Agreement shall be construed as if said provision had been
incorporated herein as so limited, or as if said provision had not been
included herein, as the case may be.
25. WAIVER OF TRIAL BY JURY
The parties hereby knowingly, voluntarily and intentionally waive any right
they may have to a trial by jury in respect to any litigation arising out of,
under or in connection with this Agreement, or any course of conduct, course
of dealing, statements (whether verbal or written) or actions of any party
hereto. This provision is a material inducement for Purchaser and Seller
entering into this Agreement.
26. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There
are no promises, agreements, undertakings, warranties or representations,
oral or written, express or implied, between the parties other than as herein
set forth. No amendment or modification of this Agreement shall be valid
unless the same is in writing and signed by the parties.
27. TIME OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all
conditions and covenants to be performed or satisfied by either party hereto.
Whenever a date specified herein shall fall on a Saturday, Sunday or legal
holiday, the date shall be extended to the next succeeding business day.
28. AUTHORITY OF EXECUTIVE DIRECTOR
The Resolution of Seller's Board of Directors shall, in addition. to approving
the purchase contemplated under this Agreement, empower the Seller's
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29.
Executive Director to execute amendments to this Agreement or any other
document necessary or desirable to accomplish this sale.
DUTIES OF ESCROW AGENT
The Purchase Deposit shall be held by the Escrow Agent, in trust, on the
terms hereinafter set forth:
A. If the Closing takes place under this Agreement, the Escrow Agent
shall deliver the Purchase Deposit and interest thereon to the Seller.
B. Subject to the provisions of Section 29D below, if the Agreement is
terminated in accordance with the terms hereof or if the Closing does not
take place under this Agreement by reason of the failure of either party to
comply with its obligations hereunder, the Escrow Agent shall deliver the
Purchase Deposit and interest thereon to the party entitled thereto in
accordance with the provisions of this Agreement.
C. It is agreed that the duties of the Escrow Agent are only as herein
specifically provided and purely ministerial in nature, and the Escrow Agent
shall incur no liability whatever except for willful misconduct or gross
negligence, as long as the Escrow Agent has acted in good faith. The Seller
and the Purchaser each release the Escrow Agent from any act done or
omitted to be done by the Escrow Agent in good faith in the performance of
its duties hereunder.
D. The Escrow Agent is acting as stakeholder only with respect to the
Purchase Deposit and the cash to close. If there is any valid dispute as to
whether the Escrow Agent is obligated to deliver the Purchase Deposit or the
cash to close or as to whom the Purchase Deposit or cash to close is to be
delivered, the Escrow Agent shall not make any delivery, but in such event,
the Escrow Agent shall hold same until receipt by it of an authorization in
writing, signed by all parties having interest in such dispute, directing the
disposition of same; or in the absence of such authorization, the Escrow Agent
shall hold the Purchase Deposit and/or the cash to close until final
determination of the rights of the parties in the appropriate proceedings. If
such written authorization is not given or proceedings for such determination
are not begun within thirty (30) days of the Closing date and diligently
continued, the Escrow Agent shall bring an appropriate action or proceeding
to interplead the Purchase Deposit. The Escrow Agent shall be reimbursed
for all costs and expenses of such action or proceeding, including, without
limitation, reasonable attorneys' fees and disbursements, by the party
determined not to be entitled to the Purchase Deposit and/or the cash to
close. Upon making delivery of the Purchase Deposit and/or the cash to close,
the Escrow Agent shall have no further liability. The Purchaser
acknowledges that the Escrow Agent is counsel to the Seller and can
represent the Seller hereunder in the event of any dispute hereunder,
concerning the Purchase Deposit and/or the cash to close or otherwise, and
the Purchaser waives any right to object to same.
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30. TECHNICAL ASSISTANCE
Seller_ and Purchaser acknowledge and agree that. the Property and the
Adjacent Parcels must be replatted and a unity of title agreement executed to
enable Purchaser to redevelop the Adjacent Parcels for Purchaser's intended
use. Seller agrees to provide technical assistance in connection with the
replatting of the Property, and the Adjacent Parcels and utilize its good faith
efforts to cause the Property and the Adjacent Parcels to be replatted at
Seller's sole cost and expense. In addition, Seller shall provide technical
assistance to assist Purchaser in finalizing a unity of title agreement with
respect to the Property and the Adjacent Parcels. This provision shall
survive the Closing.
31. JOINDER IN REPLATTING AND UNITY OF TITLE
The Seller and the Purchaser intend for the Property and the Adjacent
Parcels to be replatted by the Purchaser after Closing. The Seller shall
support such replatting and as the holder of the Mortgage join in and sign
the replat if requested by the Purchaser. The Seller shall also support the
granting of any unity of title agreement required for the Property and , the
Adjacent Parcels and as holder of the Mortgage shall join in and sign any
documents required for such unity of title, if requested by the Purchaser. The
provisions of this paragraph shall survive closing.
32. NOTE AND MORTGAGE
A. Seller and Purchaser acknowledge and agree that to enable
Purchaser to redevelop the Property and the Adjacent Parcels it
will be necessary for the Purchaser to execute a unity of title
agreement with respect to the Property and the Adjacent Parcels.
Therefore, it will be necessary for the Mortgage to encumber the
Property as well as the Adjacent Parcels. Seller and Purchaser
acknowledge and agree that the Mortgage shall constitute a first
mortgage with respect to the Property and a third mortgage with
respect to the Adjacent Parcels, junior and subordinate to the first
mortgage in favor of Pacific National Bank, having an outstanding
principal balance of approximately $43,000.00 (the "First
Mortgage") and junior and subordinate to a loan to be secured by a
second mortgage in favor of Demas Jackson having an outstanding
principal balance of approximately $250,000.00 (the "Second
Mortgage"). Copies of the loan documents executed with respect to
the First Mortgage are attached hereto as Exhibit "G". The terms
of loan documents to be executed with respect to the Second
Mortgage are attached hereto as Exhibit "H". Prior to Closing,
copies of the loan documents to be executed with respect to the
Second Mortgage will be delivered to Seller prior to their execution
and shall be subject to Seller's approval in all respects; in the
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event that Seller shall not approve the Second Mortgage loan
documents, then Seller may terminate this Agreement by
delivering to Purchaser written notice of such termination, in
which case the Bid Deposit, without interest, shall be returned by
Seller and the Purchase Deposit and all interest earned thereon
shall be returned by Escrow Agent to Purchaser and, except for
those obligations specifically stated herein to survive termination,
the Parties shall thereupon be relieved of any and all further
responsibility or obligation hereunder. Purchaser shall provide
Seller with copies of any notice of default(s) received by Purchaser
with respect to either the First Mortgage or the Second Mortgage.
This provision shall survive closing.
B. Purchaser acknowledges that the Adjacent Parcels are owned by
Purchaser and Shirlene Ingraham. In the event that Purchaser
does not own the Adjacent Parcels at .Closing, Shirlene Ingraham
agrees to execute the Note and Mortgage as well as Purchaser.
C. Purchaser acknowledges and agrees that Seller's obligation to
accept the Note and Mortgage at Closing is contingent on the
Mortgage constituting of valid mortgage encumbering the Property
and the Adjacent Parcels and Seller shall no be required to accept
the Note and Mortgage unless Purchaser delivers to Seller at
Closing, the marked -up title commitment, in form and content
acceptable to Seller as required by Section 5. If Purchaser does not
provide the marked -up title commitment, Seller shall not be
required to provide the Note and Mortgage and the transaction
shall close on an "all cash" basis.
(SIGNATURE PAGE FOLLOWS)
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
Lot 1 less the South 50 feet and less the North 46 feet and Lot 2 less
the South 50 feet and less the North 46 feet of Block 27, North, City of
Miami, according to the Plat thereof recorded in Plat Book B at Page
41, of the Public Records of Miami -Dade County.
LESS AND EXCEPT THEREFROM:
The North .10 Feet of the South 54.00 feet, of the North 100.00 feet of
Lots 1 and 2, Block 27, North, City of Miami, according to the Plat
thereof recorded in Plat Book B at Page 41, of the Public Records of
Miami -Dade County.
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EXHIBIT "B"
FORM OF NOTE
PROMISSORY NOTE
Miami, Florida
, 2002
FOR VALUE RECEIVED, upon the terms and conditions set forth herein, J.E.J. PROPERTIES,
INC., a Florida corporation (the "Debtor"), hereby unconditionally promises to pay to the order of
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body
corporate and politic of the State of Florida (the "Payee"), or its successors or assigns, at 300 South
Biscayne Boulevard Way, Suite 432, Miami, Florida 33132, the principal sum of FORTY ONE
THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($41,600.00), together with interest thereon at the
rate of 4.35% per annum.
Principal and interest shall be due and payable as follows:
Debtor shall pay to Payee, on the first day of the first month after the date of this Note,
and on the first day of each calendar month thereafter through and including ,
2005, payments of interest only in the amount of $150.80.
2. Debtor shall pay to Payee, commencing on , 2005 and on the fast day of
each calendar month thereafter until maturity, monthly principal and interest installments,
based on a thirty (30) year amortization schedule, in the amount of $214.35.
On , 2018, the entire outstanding principal balance hereof in the amount of
$28,302.19, together with all accrued but unpaid interest thereon and any other amounts
due under this Note shall be due and payable in full.
In the event that any payment due under this Note is not received by Payee within ten (10) days of
any due date provided herein, Debtor must pay to Payee a late charge of five percent (5%) of the amount of
such payment. The right to collect a late charge shall be in addition to all other rights and remedies of
Payee under or in connection with the loan, including, without limitation, the right to accelerate the.entire
balance outstanding under this Note as a result of the Debtor's default. The Debtor agrees that such late
charge is a fair and reasonable charge for the increased administrative costs incurred in connection with
handling late payments and is not a penalty. This provision for late charges shall not be deemed to extend
the time for payment or be a "grace period" or "cure period" that gives Debtor a right to cure an Event of
Default. Imposition of late charges is not contingent upon the giving Qf any notice or lapse of any cure
period provided for in the Mortgage (hereinafter defined).
The Payee shall have the right, which may be exercised at any time, whether or not this Note is
due, to pledge or transfer this Note and, if this Note is due, to demand, sue for, collect or make any
compromise or settlement it deems desirable.
This Note is secured by a Mortgage of even date herewith executed by Debtor in favor of Payee
(the "Mortgage").
An Event of Default shall occur if any payment of principal or any other payment required under
this Note is not received by Payee on the date such payment is due. The occurrence of any Event of
Default under the Mortgage shall constitute an Event of Default under this Note.
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Upon the occurrence of an Event of Default, at Payee's option, the outstanding principal balance
of this Note, together with all other sums due hereunder shall be immediately due and payable without the
necessity of any demand by the Payee. If Payee elects to accelerate the indebtedness pursuant to the
provisions hereof, the unpaid principal balance shall bear interest at the maximum rate of interest permitted
under applicable law, which shall begin to accrue upon the occurrence of an Event of Default.
Should the indebtedness evidenced by this Note or any portion thereof be collected by action at
law, or in bankruptcy, receivership or other court proceedings, or should this Note be placed in the hands of
attorneys for collection after default, the Debtor shall pay, upon demand by the Payee, in addition to
principal and interest due andpayable hereon, court costs, attorneys' fees and other collection charges and
expenses whether or not incurred by trials, appeals or bankruptcy actions, unless prohibited by law.
The agreements made by Debtor with respect to this Note are expressly limited so that in no event
shall the amount of interest received, charged or contracted for by Payee exceed the highest lawful amount
of interest permissible under the laws applicable to this Note. If at any time performance of any provision
of this Note results in the highest lawful rate of interest permissible under applicable laws being exceeded,
then the amount of interest received, charged or contracted for by Payee shall automatically and without
further action by any party be deemed to have been reduced to the highest lawful amount of interest then
permissible under applicable laws. If Payee shall ever receive, charge or contract for, as interest, an
amount which is unlawful, at Payee's election, the amount of unlawful interest shall be refunded to Debtor
(if actually paid) or applied to reduce the then unpaid principal balance of this Note.
The Debtor waives (to the fullest extent allowed by law) all requirements of diligence in
collection, presentment, notice of nonpayment, protest, notice of protest, suit and all other conditions
precedent in connection with the collection and enforcement of this Note.
NEITHER THE DEBTOR NOR THE PAYEE NOR ANY ASSIGNEE,
SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF ANY OF THEM SHALL
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR
OTHER PROCEEDING BASED UPON OR ARISING OUT OF THIS NOTE, ANY
RELATED AGREEMENT OR INSTRUMENT. NO SUCH PARTY SHALL SEEK
TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE
BEEN FULLY NEGOTIATED BY THE PARTIES HERETO, AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN
ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT
THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
PAYEE TO MAKE THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY
THIS NOTE.
This Note shall be governed by and interpreted in accordance with the laws of the State of Florida.
J.E.J. PROPERTIES, INC., a Florida corporation
By:
Name: Shirlene Ingraham
Its: President
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EXHIBIT "C"
LEGAL DESCRIPTION OF ADJACENT PARCELS
PARCEL 1:
The North .10 Feet of the South_ 54.00 feet, of the North 100.00 feet of
Lots 1 and 2, Block 27, North, City of Miami, according to the Plat
thereof recorded in Plat Book B at Page 41, of the Public Records of
Miami -Dade County.
PARCEL 2:
The North 46 feet Lot 1, and the North 46 feet of the East 28 feet of
Lot 2, Block 27, North, City of Miami, according to the Plat thereof
recorded in Plat Book B at Page 41, of the Public Records of Miami -
Dade County.
PARCEL 3:
The North 46 feet of Lot 2 less the East 28 feet thereof, Block 27,
North, City of Miami, according to the Plat thereof recorded in Plat
Book B at Page 41, of the Public Records of Miami -Dade County.
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Prepared by and return to:
Suzanne P. Viana, Esq.
HOLLAND & KNIGHT LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
EXHIBIT "D"
FORM OF MORTGAGE
MORTGAGE
THIS MORTGAGE is executed this day of , 2002, by J.E.J.
PROPERTIES, INC., a Florida corporation, whose address is 950 N.W. 3rd Avenue, Miami,
Florida 33136-3306 (the "Mortgagor"), in favor of SOUTHEAST OVERTOWNIPARK
WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the
State of Florida, whose address is 300 South Biscayne Boulevard Way, Suite 432, Miami,
Florida 33132 (the "Mortgagee").
WITNESSETH:
THAT for good and valuable considerations, and also to secure the payment of the
aggregate sum of money named in the promissory note executed of even date herewith by the
Mortgagor payable to the Mortgagee in the principal sum of FORTY ONE THOUSAND SIX
HUNDRED AND 00/100 DOLLARS ($41,600.00) (the "Note"), the final payment of which is
due on , 2018, together with interest thereon, and all other sums of money secured
hereby as hereinafter provided, the Mortgagor does grant, bargain, sell, mortgage, alien,
remise, release, convey and confirm unto the Mortgagee, in fee simple, the land of which the
Mortgagor is now seized and in actual possession, in the County of Miami -Dade, State of
Florida, described in Exhibit "A" attached hereto and made a part hereof (the "Land"),
together with all and singular the tenements, hereditaments, easements and appurtenances
thereunto belonging, or in anyway appertaining, and the rents, issues, and profits thereof,
and also all the estate, right, title, interest and all claims and demands whatsoever, as well
in law as in equity, of said Mortgagor in and to the same, and every part and parcel thereof,
and also specifically but not by way of limitation all gas and electric fixtures, water and
drainage pumps, pipes, component parts and materials located upon the Land, and which are
now or may hereafter pertain to or be used with, in or on said premises, even though they be
detached or detachable, are and shall be deemed to be fixtures and accessories to the freehold
and a part of the realty.
TO HAVE AND TO HOLD, the same, together with the tenements, hereditaments
and appurtenances thereunto belonging, and the rents, issues and profits thereof, unto the
said Mortgagee.
The said Mortgagor hereby covenants with the said Mortgagee that the said
Mortgagor is indefeasibly seized with the absolute and fee simple title to the Land, and has
full power and lawful authority to sell, convey, transfer and mortgage the same; that it shall
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be lawful at any time hereafter for the Mortgagee to peaceably and quietly enter upon, have,
hold and enjoy said Land, and every part thereof, that the Land is free and discharged from
all liens, encumbrances and claims of any kind, including taxes and assessments except for
the liens of the First Mortgage and Second Mortgage, as such terms are defined in Section 6
herein; that the Mortgagor will make at Mortgagor's expense and at no expense to
Mortgagee, such other and further assurances to perfect the fee simple title to said Land,
fixtures and personal property in the Mortgage as may hereafter be required; and that the
Mortgagor hereby fully warrants unto the Mortgagee the title to said Land and will defend
the same against the lawful claims and demands of all persons whomsoever.
PROVIDED, ALWAYS, that if the Mortgagor shall well and truly pay unto the
Mortgagee the indebtedness evidenced by the Note, together with any note or notes hereafter
executed by the Mortgagor herein by and in accordance with Section 16 of this Mortgage as
hereinafter set forth and secured by the lien of this Mortgage, together with interest as
therein stated, and shall perform, comply with and abide by each and every one of the
stipulations, agreements, conditions and covenants contained and set forth in this Mortgage
and in the promissory note secured hereby, this Mortgage and the estate hereby created shall
cease and be null and void.
AND the Mortgagor does hereby covenant and agree:
1. To perform, comply with and abide by each and very one of the stipulations,
agreements, conditions and covenants contained and set forth in said promissory note or
notes, this Mortgage and, if applicable, the loan agreement between the Mortgagee and
Mortgagor.
2. To pay the indebtedness secured by this instrument and according to the true
tenor and effect of the promissory note hereinabove mentioned or of any renewal thereof,
promptly on the day or days the same severally become due.
3. To pay, before becoming delinquent, all obligations, encumbrances, taxes,
assessments, sidewalk paving, sanitary and other assessments, levies or liens, now or
hereafter levied or imposed upon or against the Land, and to exhibit to the Mortgagee before
such taxes, assessments, liens and encumbrances become delinquent the official receipt for
payment thereof, and if the same or any part thereof be not paid before becoming delinquent
the Mortgagee may at any time pay the same with accrued interest and charges, if any,
without waiving or affecting Mortgagee's option to foreclose this Mortgage, or any right
hereunder, and every payment so made shall bear interest from the date thereof at the
maximum rate permitted by law, and all such payments with interest shall be secured by the
lien hereof.
4. That in the event a suit is instituted to foreclose this Mortgage, the
Mortgagee shall be entitled to apply at any time during such foreclosure suit to the court
having jurisdiction thereof for the appointment of a receiver of all and singular the Land, and
of all rents, income, profits, issues and revenues thereof, from whatsoever source derived;
and thereupon it hereby expressly covenanted and agreed that the court shall forthwith
appoint such receiver with the usual powers and duties of receivers in like cases; and said
appointment shall be made by the court as a matter of strict right to the Mortgagee, and
without reference to the adequacy of inadequacy of the value of the Land, or to the solvency
or insolvency of the Mortgagor or any other party defendant to such suit. The Mortgagor
hereby specifically waives the right to object to the appointment of a receiver as aforesaid
and hereby expressly consents that such appointment shall be made as a admitted equity
and as a matter of absolute right to the Mortgagee.
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5. That if any proceedings should be instituted against the Land, upon any
other lien or claim whether superior or junior (if permitted) to the lien of this Mortgage, then
the Mortgagee may declare the promissory note and the indebtedness secured hereby due
and payable forthwith and may at its option proceed to foreclose this Mortgage.
6. That this Mortgage is a third mortgage, subject and subordinate to that
certain mortgage executed by Mortgagor in favor of Home Equity Mortgage Corporation,
dated November 9, 2001, recorded November 17, 2001 in Official Records Book 20023 at Page
2814 of the Public Records of Miami -Dade County, Florida, securing the original principal
sum of $43,000.00, as assigned to Pacific National Bank by that certain Assignment of Loans
and Loan Support Documents dated January 17, 2002 and recorded January 29, 2002 in
Official Records Book 20169 at Page 1536 of the Public Records of Miami -Dade County,
Florida (the "First Mortgage") and that certain mortgage executed by Mortgagor in favor of
, dated , recorded in Official Records
Book at Page of the Public Records of Miami -Dade County, Florida, securing
the original principal sum of $ (the "Second Mortgage"). Mortgagor covenants and
agrees to timely comply with and abide by all of the terms and conditions of the First
Mortgage, the Second Mortgage and the promissory notes secured thereby. If Mortgagor
defaults under the First Mortgage, the Second Mortgage or the promissory notes secured
thereby, then Mortgagee may, at its sole option, at any time cure such default, without
waiving or affecting Mortgagee's option to foreclose this Mortgage, or any right hereunder,
and every payment so made to cure such default shall bear interest from the date thereof at
the maximum rate permitted by law, and all such payments with interest shall be secured by
the lien hereof. Mortgagor covenants and agrees to deliver to Mortgagee within five (5) days
of receipt of same, any notice of default received from the holders of the First Mortgage,
Second Mortgage or the promissory notes secured thereby. Mortgagor further agrees that a
default under the First Mortgage, the Second Mortgage or the promissory notes. secured
thereby shall constitute a default under this Mortgage, and if Mortgagor shall fail to cure
any default under the First Mortgage, the Second Mortgage or the promissory notes secured
thereby within the time specified therein, such time being of the essence with respect to this
Mortgage, the Mortgagee may, at its sole option, declare all sums secured by this Mortgage
to be immediately due and payable, without demand or notice. Mortgagor covenants and
agrees that Mortgagor will not enter into or accept any modification or extension of, or accept
any future or additional advance under the First Mortgage or Second Mortgage without the
prior written consent of Mortgagee, and any breach of such covenant will constitute a default
under this Mortgage, whereupon Mortgagee may, at its sole option, declare all sums secured
by this Mortgage to be immediately due and payable, without demand or notice.
7. To pay all and singular the costs, fees, charges and expenses of every kind,
including the cost of an abstract of title to said Land found to be convenient or expedient in
connection with any suit for the foreclosure of this Mortgage, and also including, whether the
Mortgagee is obligated to pay same or not, reasonable attorney's fees incurred or expended at
any time by the Mortgagee because of the failure of the Mortgagor to perform, comply with
and abide by all or any of the covenants, conditions and stipulations of said promissory notes,
or this Mortgage, in the foreclosure of this Mortgage and in collecting the amount secured
hereby with or without legal proceedings, and to reimburse the Mortgagee for every payment
made or incurred for any such purpose with interest from date of every such payment at the
maximum rate permitted by law; such payments and obligations, with interest thereon as
aforesaid, shall be secured by the lien hereof.
8. To keep the improvements now or hereafter constructed on said Land insured
against loss or damage by fire, extended coverage and other perils, and flood insurance if the
Land is in a flood zone area, in a sum not less than their full insurable value, with such value
Page 25
#1190315 v4 - Purchase Agreement / CRA
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being approved by Mortgagee, at the cost and expense of the Mortgagor, by a company or
companies approved by the Mortgagee, the policy or policies to be held by the Mortgagee, and
such policy or policies of insurance shall have affixed thereto a standard New York
mortgagee clause, making all loss or losses under such policy or policies payable to the
Mortgagee as its interest may appear, and to deliver said policy or policies to the Mortgagee
when issued with the receipts for the payment of the premium therefor; and in the event any
sum of money becomes payable under such policy or policies, the Mortgagee shall have the
option to receive and apply the same on account of the indebtedness secured hereby or to
permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without
thereby waiving or impairing any equity, lien or right under or by virtue of this Mortgage;
and the Mortgagee if it deems necessary may place and pay for such insurance, or any part
thereof, without losing, waiving or affecting Mortgagee's option to foreclose for breach of this
covenant, or any part thereof, or any right or option under this Mortgage, and every such
payment shall bear interest from the date thereof until paid at the maximum rate permitted
by law, and all such payments with interest as aforesaid shall be secured by the lien hereof.
In the event any loss or damages is suffered, Mortgagor shall notify Mortgagee of such loss or
damage within forty-eight (48) hours after the occurrence thereof; the failure to give such
notice shall constitute a default and the Mortgagee shall have the rights herein given for all
defaults.
9. To permit, commit or suffer no waste and to maintain the improvements at
all times in a state of good repair and condition; and to do or permit to be done to said
premises nothing that will alter or change the use and character of said property or in any
way impair or weaken the security of said mortgage. In case of the refusal, neglect or
inability of the Mortgagor to repair and maintain said property, the Mortgagee may, at its
option enter upon the property to secure the property, make such repairs or cause the same
to be made and advance monies which sums shall be secured by the lien hereof and bear
interest at the maximum rate permitted by law.
10. To deliver the abstract or abstracts of title covering the mortgaged property
to Mortgagee or its designated agent, which shall at all times, during the life of this
Mortgage, remain in the possession of the Mortgagee and in event of the foreclosure of this
Mortgage or other transfer of title, all right, title and interest of the Mortgagor in and to any
such abstract or abstracts of title shall pass to the purchaser or grantee.
11. That no waiver of any covenant herein or in the obligation secured hereby
shall at any time hereafter be held to be a waiver of any of the other terms hereof or of the
note secured hereby and further no such waiver shall be deemed to be a continuing waiver.
12. That to accelerate the maturity of the indebtedness hereby secured because of
the failure of the Mortgagor to pay any tax assessment, liability, obligation or encumbrances
upon said property as herein provided, it shall not be necessary nor requisite that the
Mortgagee shall first pay the same.
13. That if the Mortgagor shall fail, neglect or refuse fully and promptly to pay
the amounts required to be paid by the notes hereby secured or the interest therein specified
or any of the sums of money herein referred to or hereby secured, or otherwise duly, fully and
promptly to perform, execute, comply with and abide by each, every or any of the covenants,
conditions or stipulations of this Mortgage, the promissory note hereby secured (each of the
foregoing being referred to as an "event of default"), then the said aggregate sum mentioned
in said promissory note, less previous payments, if any, and any and all sums mentioned
herein or secured hereby shall become due and payable forthwith or thereafter at the
continuing option of the Mortgagee as fully and completely as if said aggregate sums were
#1190315 v4 - Purchase Agreement / CRA Page 26
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originally stipulated to be paid at such time, anything in said promissory notes or herein to
the contrary notwithstanding, and the Mortgagee shall be entitled thereupon or thereafter
without notice or demand to institute suit at law or in equity to enforce the rights of the
Mortgagee hereunder or under said promissory notes. In the event of any default or breach
on the part of the Mortgagor hereunder or under said promissory notes, the Mortgagee shall
have the continuing option to enforce payment of all sums secured hereby by action at law or
by suit in equity to foreclose this Mortgage, either or both, concurrently or otherwise, and one
action or suit shall not abate or be a bar to or waiver of the Mortgagee's right to institute or
maintain the other, provided said Mortgagee shall have only one payment and satisfaction of
said indebtedness.
14. That in the event Mortgagor shall (a) consent to the appointment of a
receiver, trustee or liquidator of all or a substantial part of Mortgagor's assets, or (b) be
adjudicated a bankrupt or insolvent, or file a voluntary petition in bankruptcy, or admit in
writing its inability to pay its debts as they become due, or (c) make a general assignment for
the benefit of creditors, or (d) file a petition or answer seeking reorganization or arrangement
with creditors, or to take advantage of any insolvency law, or (e) file an answer admitting the
material allegations of a petition filed against the Mortgagor in any bankruptcy,
reorganization or insolvency proceeding, or (e) take action to effect any of the foregoing, or (f)
default under the terms and conditions of any other loan given by Mortgagee to Mortgagor,
any entity controlled or owned by, or otherwise affiliated with, Mortgagor, or (g) default
under the terms and conditions of the First Mortgage, the Second Mortgage or the
promissory notes secured thereby, or in the event (h) any order, judgment or decree shall be
entered upon an application of a creditor of Mortgagor by a court of competent jurisdiction
approving a petition seeking appointment of a receiver or trustee of all or a substantial part
of the Mortgagor's assets and such order, judgment or decree shall continue unstayed and in
effect for any period of thirty (30) consecutive days, the Mortgagee may declare the note
hereby secured forthwith due and payable, whereupon the principal of and the interest
accrued on the note and all other sums hereby secured shall become forthwith due and
payable as if all of the said sums of money were originally stipulated to be paid on such day;
and thereupon the Mortgagee without notice or demand may prosecute a suit at law and/or
in equity as if all monies secured hereby had matured prior to its institution.
15. That the Mortgagee or any person authorized by the Mortgagee shall have
the right to enter upon and inspect at all reasonable times the mortgaged premises and any
and all books and records relating to the property of Mortgagor.
16. That any sum or. sums which may be loaned or advanced by the Mortgagee to
the Mortgagor at any time within twenty (20) years from the date of this indenture, together
with interest thereon at the rate agreed upon at the time of such loan or advance, shall be
equally secured with and have the same priority as the original indebtedness and be subject
to all the terms and provisions of this Mortgage; provided, that the aggregate amount of
principal outstanding at any time shall- not exceed an amount equal to two hundred percent
(200%) of the principal amount originally secured hereby.
17. That, at the sole option of the Mortgagee, in order to more fully protect the
security of this Mortgage, upon written notice being given to Mortgagor by Mortgagee, the
Mortgagor, together with and in addition to the monthly payments under the terms of the
note secured hereby, on the first day of each month and until said note is fully paid, shall pay
to the Mortgagee an installment of the taxes and assessments next to become due against the
Land, and an installment of premiums next to become due on insurance policies required by
the Mortgagee. Such installments shall be equal respectively to such taxes and assessments
and insurance premiums, all as estimated by the Mortgagee, less all sums already paid
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#1190315 v4 - Purchase Agreement / CRA SE®PW/CRA
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thereon, divided by the number of months that are to elapse before one month prior to the
date when such taxes and assessments and insurance premiums will become due. Said
installments shall be held by the Mortgagee to pay such taxes and assessments and
insurance premiums. All payments made under the terms of this Section and under the
notes secured hereby shall be added together and the aggregate amount thereof shall be paid
by the Mortgagor in a single payment each month to be applied by the Mortgagee in payment
of the items and in order following: (a) taxes and assessments, and insurance premiums; (b)
interest on the note secured hereby; and (c) amortization of the principal of said note. Any
deficiency in the amount of such aggregate monthly payment shall constitute a default under
this Mortgage. When such taxes, assessments and insurance premiums fall due, if the
amounts deposited by the Mortgagor for such purposes are not sufficient to pay said taxes,
assessments and insurance premiums, as the case may be, then due, the Mortgagor will pay
to the Mortgagee such deficiency immediately. When such taxes, assessments and insurance
premiums fall due, if the amounts deposited by the Mortgagor for such purposes exceed the
amounts due for such taxes, assessments and insurance premiums, the excess may, in the
discretion of the Mortgagee, be applied on subsequent monthly payments to be made by the
Mortgagor. In the event of default under this Mortgage any unexpended funds in the hands
of the Mortgagee deposited by the Mortgagor to meet the obligations of taxes, assessments
and insurance premiums shall be applied by the Mortgagee upon the indebtedness hereby
secured in the following order: (i) interest on advances made by the Mortgagee; (ii) advances
made by the Mortgagee; (iii) interest on the principal; and (iv) the principal debt hereby
secured. When any such taxes, assessments or insurance premiums fall due the Mortgagor
will promptly obtain and deliver to the Mortgagee statements with respect thereto. This
provision is included herein solely for the benefit of the Mortgagee, and the Mortgagee's
exercise or non -exercise of the options herein granted shall not create liability of the
Mortgagee to the Mortgagor or to any third party. All third parties dealing with the
Mortgagor shall take notice of this disclaimer and they are advised to make such
independent determination as to the nature and extent of their relationship with the
Mortgagor as they deem necessary.
18. That the Mortgagor will comply with all building, zoning, fire and health
regulations now or hereafter imposed by governmental authority and will comply with all
deed restrictions (including, without limitation, the restrictions contained in the Quit -Claim
Deed of even date herewith executed by Mortgagee in favor or Mortgagor), declarations of
restrictions, and plat restrictions which may be applicable to the premises.
19. That the Mortgagor will indemnify the Mortgagee upon the Mortgagee's
demand for all taxes, assessments and charges that may be assessed upon this Mortgage or
the indebtedness secured hereby and paid by the Mortgagee, without regard to any law
heretofore enacted or hereafter to be enacted imposing payment of the whole or any part
thereof upon the Mortgagee.
20. That the Mortgagee shall have the right at any time and from time to time
and without notice or consent of the Mortgagor to release any portion of the Land from the
lien of this Mortgage, to release any person liable for payment of any indebtedness secured
hereby, to extend the time for payment or alter the terms of payment of all or any part of the
indebtedness or otherwise modify this Mortgage or the promissory note secured hereby
without affecting or releasing any person (other than the person released pursuant hereto)
from liability upon this Mortgage or the promissory note secured hereby, and without
otherwise affecting or diminishing the lien of this Mortgage.
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21. That the Mortgagor shall within ten (10) days of the request of the Mortgagee
furnish a written statement of the amount owing on the obligation which this Mortgage
secures and therein state whether or not Mortgagor claims any defenses or offsets thereto.
22. That Mortgagor will not permit any other liens or encumbrances whatsoever,
including but not limited to the lien of any mortgage, to he filed against the said premises
and if any such liens are filed, whether paramount or subordinate to this Mortgage,
Mortgagor will have or cause to be had said liens or encumbrances to be discharged
immediately or else the entire principal sum secured hereby shall, at the sole option of the
Mortgagee, become immediately due and payable.
23. If intangible tax, documentary stamps or any other tax shall be levied or
assessed upon this Mortgage and/or the note or notes secured hereby, the Mortgagor agrees
to pay immediately upon demand all such tax or taxes, and the Mortgagor's failure to
promptly pay any such tax shall constitute a default under this Mortgage.
24. Except as to the transfer of the Land to Shirlene Ingraham ("Ingraham") or
an entity owned or controlled by Ingraham, upon any sale, transfer or conveyance of the
Land herein described or any part thereof, or any interest therein, including any security
interest in the Land, whether voluntarily or involuntarily and covered by this Mortgage, to
any person, firm, or corporation, not previously approved in writing by the holder of this
Mortgage, the Mortgagee or holder shall have the right to accelerate the maturity of this
Mortgage as though it were due and payable on the day of such transfer and to demand
payment in full of the said Mortgage amount or any unpaid balance thereof, and to exercise
all the rights and remedies herein or by law reserved to said Mortgagee the same as in any
event of default hereunder, anything in the promissory note secured hereby or herein to the
contrary notwithstanding. The granting of the loan evidenced by the promissory note
hereinabove described and secured hereby is given by Mortgagee in reliance on the
Mortgagor herein being and remaining fee simple title holder of the property encumbered
hereby.
25. That the Mortgagor shall furnish annually, at the request of the Mortgagee,
financial statements in form and certified in a manner satisfactory to the Mortgagee.
26. That in the event Mortgagor should assign the rents of the Land, or any part
thereof without the consent of the Mortgagee, then the. entire principal sum secured hereby
shall, at the option of the Mortgagee, become immediately due and payable; that the
Mortgagor, to further secure the payment of the indebtedness hereinabove described, does
hereby assign to Mortgagee the rents and profits of said Land.
27. That in the event of foreclosure of this Mortgage or other transfer of title to
the Land, all right, title and interest of the Mortgagor in and to any insurance policies then
in force, including all premiums thereon paid in advance, and, together with all deposits and
advance payments for utility service, in connection with the operation of the Land together
with any and all other deposits given or fees paid by Mortgagor, shall pass to the purchaser
or grantee.
28. That upon any foreclosure sale of the Land, the same may be sold either as a
whole or in parcels, as Mortgagee may elect, and, if in parcels, the same may be divided as
Mortgagee may elect, and, at the election of Mortgagee, may be offered first in parcels and
then as a whole, that offer producing the highest price for the entire property to prevail, any
law, statutory or otherwise, to the contrary notwithstanding, and Mortgagor waives the right
to require any such sale to be made in parcels or the right to select such parcels.
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29. That Mortgagor hereby grants to Mortgagee, its successors and assigns, a
security interest in all fixtures, goods and chattels now or hereafter owned by Mortgagor and
now or hereafter located upon or used in connection with the construction or operation of the
Land or any improvements thereon, including, but not limited to, all uninstalled materials,
equipment or fixtures and all stoves, refrigerators, dishwashers, disposals, water heaters,
heating and air conditioning units, incinerators, carpeting, drapes and all other goods and
articles of personal property of any kind or description and all replacements thereof and
additions thereto. This indenture constitutes a Security Agreement and Financing
Statement with respect to said fixtures, goods and chattels covered hereby, together with all
proceeds thereof, in accordance with the Uniform Commercial Code.
30. That in the event of the taking of all or any portion of the Land in any
proceedings under the power of eminent domain, the entire award rendered in such
proceedings shall be paid to Mortgagee, to be applied toward reimbursement of all costs and
expenses pf Mortgagee in connection with the proceedings, and toward the payment of all
amounts payable by Mortgagor to Mortgagee hereunder, and toward the payment of the
indebtedness secured hereby, or any portion thereof, whether or not then due or payable.
31. That all notices, demands and requests required or permitted to be given
hereunder or by law shall be deemed delivered when deposited in the United States mail, the
full postage prepaid thereon, addressed to Mortgagor at 950 N.W. 3*d Avenue, Miami, Florida
33136-3306, Attention: Shirlene Ingraham, or to Mortgagee at 300 South Biscayne Boulevard
Way, Suite 432, Miami, Florida 33132, Attention: Frank Rollason, Executive Director, with a
copy to Alejandro Vilarello, General Counsel, City of Miami, 444 S.W. 2nd Avenue, Miami,
Florida 33130. Any change in address of Mortgagor for the giving of notice hereunder shall
not become effective against Mortgagee until written advice of such change shall have been
received by Mortgagee.
32. Whenever and wherever the context so requires or admits herein, the use of
the singular shall also denote the plural, the use of the masculine shall also denote the
feminine, and reference to natural persons shall also refer to artificial persons, and vice -
versa.
Page 30
#1190315 v4 - Purchase Agreement / CRA
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IN WITNESS WHEREOF, the Mortgagor has executed these presents under seal the
day and year first above written.
Signed, sealed and delivered
in the presence of:
Name:
Name:
State of Florida )
) ss.
County of Miami -Dade )
J.E.J. Properties, Inc., a Florida
corporation
By:
Name: Shirlene Ingraham
Title: President
(Corporate Seal)
The foregoing instrument was acknowledged before me this , 200_, by
Shirlene Ingraham as President of J.E.J. Properties, Inc., a Florida corporation, on behalf of
the corporation. She, is personally known to me or has produced as
identification.
(NOTARY SEAL)
My Commission Expires:
# 1190315 v4 - Purchase Agreement / CRA Page 31
Signature:
Notary Public, State of Florida
Commission No.
'OpW/CRA
03®0 99
EXHIBIT "A'
LEGAL DESCRIPTION
PARCEL L
Lot 1 less the South 50 feet and less the North 46 feet and Lot 2 less
the South 50 feet and less the North 46 feet of Block 27, North, City of
Miami, according to the Plat thereof recorded in Plat Book B at Page
41, of the Public Records of Miami -Dade County.
LESS AND EXCEPT THEREFROM:
The North .10 Feet of the South 54.00 feet, of the North 100.00 feet of
Lots 1 and 2, Block 27, North, City of Miami, according to the Plat
thereof recorded in Plat Book B at Page 41, of the Public Records of
Miami -Dade County.
PARCEL 2:
The North .10 Feet of the South 54.00 feet, of the North 100.00 feet of
Lots 1 and 2, Block 27, North, City of Miami, according to the Plat
thereof recorded in Plat Book B at Page 41, of the Public Records of
Miami -Dade County.
PARCEL 3:
The North 46 feet Lot 1, and the North 46 feet of the East 28 feet of
Lot 2, Block 27, North, City of Miami, according to the Plat thereof
recorded in Plat Book B at Page 41, of the Public Records of Miami -
Dade County.
PARCEL 4:
The North 46 feet of Lot 2 less the East 28 feet thereof, Block 27,
North, City of Miami, according to the Plat thereof recorded in Plat
Book B at Page 41, of the Public Records of Miami -Dade County.
#1190315 v4 - Purchase Agreement / CRA Page 32
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03- 009
EXHIBIT "E"
FORM OF QUIT -CLAIM DEED
This Instrument Prepared By:
Suzanne P. Viana, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
Folio Number: 01-0102-070-1020
QUIT -CLAIM DEED
THIS QUIT -CLAIM DEED, executed as of the day of August, 2002, by
SOUTHEAST OVERTOWN/PAR.B WEST COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of the State of Florida, whose address is 300 South
Biscayne Boulevard Way, Suite 432, Miami, Florida 33132 (the "Grantor"), in favor of J.E.J.
PROPERTIES, INC., a Florida corporation, whose address is 950 N.W. 3rd Avenue, Miami,
Florida 33136-3306 (the "Grantee").
WITNESSETH, that the Grantor, for and in consideration of the sum of Ten Dollars
($10.00), in hand paid by Grantees, the receipt of which is hereby acknowledged, does hereby
remise, release and quit -claim unto the Grantees forever, all of the right, title, interest, claim
and demand which the Grantor has in and to the following described lot, piece or parcel of
land, situate, lying and being in the County of Miami -Dade, State of Florida, to wit:
SEE ATTACHED EXHIBIT "A" (the "Property")
TO HAVE AND TO HOLD the same together with all and singular the
appurtenances thereunto belonging or in anywise appertaining, and all the estate, right,
title, interest, lien, equity and claim whatsoever of Grantor, either in law or equity, to the
only proper use, benefit and behoof of Grantees forever.
SUBJECT TO: Taxes for the year 2003 and subsequent years, zoning, restrictions,.
prohibitions, and other requirements imposed by governmental authorities including but not
limited to, public utility easements and all matters appearing in the public records.
SUBJECT TO THE FOLLOWING RESTRICTIVE COVENANTS WHICH THE
GRANTOR HEREBY IMPOSES ON THE PROPERTY WHICH SHALL RUN WITH
THE LAND AND WHICH SHALL BE BINDING ON THE GRANTEE, ITS
SUCCESSORS, HEIRS' AND ASSIGNS:
1. For a period of ten (10) years from the date hereof, the Property must be used
solely as a parking lot. In the event that this covenant is violated, Grantor or the City of
Miami may pursue all remedies available at law or in equity to enforce this restriction,
including, without limitation, injunctive relief.
2. If the Property is conveyed to an "exempt entity" or is utilized for an "exempt
purpose" as such terms are used or defined under Chapter 196 Florida Statutes (2002), the
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#1190315 v4 - Purchase Agreement / CRA
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owner of the Property shall pay to the Grantor each year a payment in lieu of taxes
(hereinafter "PILOT"). The yearly PILOT shall be an amount equal to the sales price of
$52,000.00, adjusted annually to reflect increases in the Consumer Price Index ("CPI"), times
the City of Miami's then current millage rate. CPI shall mean the U.S. Department of Labor,
Bureau of Labor Statistics, Consumer Price Index, U.S. City Average (all urban items) 1982
= 100. In the event that the Grantor is no longer in existence, the PILOT shall be paid to the
City of Miami and shall be amount equal to the taxes the City of Miami would have received
had the property not been exempt from taxation.
IN WITNESS WHEREOF, Grantor has signed and sealed these presents the day
and year first above written.
Signed, sealed and
Delivered in the
Presence of
Print Name:
Print Name:
Page 34
# 1190315 v4 - Purchase Agreement / CRA
SOUTHEAST OVERTOWNIPARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of
the State of Florida
Name: Frank Rollason
Title: Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
Holland & Knight LLP
CRA Special Counsel
SEOPW/CRA
03- 009
0 . 0
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was' acknowledged before me, this day of
, 2003, by Frank Rollason, Executive Director of SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate
and politic of the State of Florida, on behalf of the agency. He is personally. known to me or
has produced as identification and did not take an oath.
Notary Public
Print Name:
My commission expires:
Page 35
# 1190315 v4 - Purchase Agreement / CRA
SEOPW/CRA
03- 009
EXHIBIT "A"
LEGAL DESCRIPTION
Lot 1 less the South 50 feet and less the North 46 feet and Lot 2 less
the South 50 feet and less the North 46 feet of Block 27, North, City of
Miami, according to the Plat thereof recorded in Plat Book B at Page
41, of the Public Records of Miami -Dade County.
LESS AND EXCEPT THEREFROM:
The North .10 Feet of the South 54.00 feet, of the North 100.00 feet of
Lots 1 and 2, Block 27, North, City of Miami, according to the Plat
thereof recorded in Plat Book B at Page 41, of the Public Records of
Miami -Dade County.
Page 36
#1190315 v4 - Purchase Agreement / CRA
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03- 009
EXHIBIT "F"
FORM OF NOTICE LIMITING FUTURE ADVANCE
This Instrument Was Prepared by:
Suzanne P. Viana, Esquire
HOLLAND & KNIGHT LLP
701 Brickell Avenue, 31st Floor
Miami, Florida 33131
NOTICE LDC7I IG FUTURE ADVANCES
, a (the "Mortgagor") executed that certain
mortgage and security agreement (the "Mortgage") dated , in favor of
(the "Mortgagee"), recorded in Official Records Book ,
at Page , of the Public Records of Miami -Dade County, Florida. The Mortgage
encumbers the following described real property, together with all improvements thereon:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.
The maximum principal amount that may be secured by the Mortgage is ,hereby
limited to $ in accordance with Section 697.04(1Xb), Florida Statutes (2002).
Pursuant to Section 697.04(1)(b), Florida Statutes (2002), a copy of this Notice has
been sent to the Mortgagee, on , by certified United States mail, and a recorded
copy of this Notice shall hereafter be sent to said Mortgagee by certified United States mail.
Signed, sealed and delivered MORTGAGOR:
in the presence of:
[Print Name]
By: _
Name:
Title:
[Print Name]
Page 37
#1190315 v4 - Purchase Agreement / CRA
SE®PW/CRA
03- 009
•
•
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, by of , a
on behalf of said S/He is personally known to me
(YES) (NO) or has produced as identification.
My Commission Expires: Notary Public State of Florida
at Large
#1190315 v4 - Purchase Agreement / CRA Page 38
SEOPW/CRA
03- 009
•
0
EXHIBIT "A"
LEGAL DESCRIPTION
Page 39
#1190315 v4 - Purchase Agreement / CRA
PW/�C0
0 3
i.
EXHIBIT "G"
FIRST MORTGAGE LOAN DOCUMENTS
Page 40
#1190315 v4 - Purchase Agreement / CRA
SEOPW / CRA
03- 009
a
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20164P61536
THIS Z1181RUMSST M M1M BY -
Lynn s, Levis. Esq.
LYmum A. Lewis, A.A.
suite 294
1390 Srickell Avenue
Kiaml. Florida 33131
02RO34755 200x JW 20 14M
&MChm" of LOAie,! AND LOAM SUPW" V=rxc"a
=Ia ASSZMlla7cc or tAMS AM LOAN SOPXMT DUCtI== tthe
•Asaignaeht•) is aade this JaaUasy 17. 2002 by FJ M R=TY r
CO"ODAT10lt, A Florida C=PMtion With its prinelpal otrices at 7223
Coral VEY, Its:sel, slorida 131S5 (•Asaigaor•i, in CBVW of Nclfic
Nariwral sank. a national basking association. the address oS vfeleA is
1290 •tiekell Avenue. Mind, riortda 131)l oAlid►, togatlur with Stu
Participaats, is referred to as •Assigaeo-.
For sad in ct"Ifietatson of the Atsignee19 trtM*icn of a $2.004.008
cccursd Lim of Llesdit to Assignor (the •teas•). Assigner doss uerft
grafts bargain, sell. asaiga, transfer and sat agar wmto Assiynee theme
Certsin geured wbrtgaye lows (the `Leans) and the Goa:1 support
DoMMUNte which evidence the Lomas wMeh are liated an Cwhibit •A•
attached horeto [the •Leas smart 06iW."ate•i:
20 nn Alm MM the Loans sad the Lawn support Docuae to vies,
Assigns@, its sueeasaws and aaaigaa forewcr.
Assignor warrants and rspra■estn to As5i4aea. as follows:
tat 768ignor in trA owner of all of the Leans and Loan Support
DOCUarlts assigrad and has [till WA Oo"Icte cower and authority t@
delivsec this Aaalsoaent and to transfer and ataign tho luaus and the fora
support oetwWrts to Assignse:
(b) the Goan 1SUPWt 02twencs assigned have not baea modified or
amend 9"" toe tern In WUCk they ere eoec lsrancly dollwrrd to
Asslyroe by A@alanor,
(c) Asolywr shall. at ouch tioa di tireom as Asnigaaa wy
rem@onablY e*Queat, do such turtlier aets sad shall uaawte, acknowledge
and deliver such transfer., seeigrambats asd asautaaces as may reaaosablLy
be requlrsd by AssigmM. CttectiV41y t0 Master to•and invsot In
Mu10nee. all of tlw rig1R, tltlo or iatareat o[ Assignor in and to the
Loaras and the Loam support Ooeuakntsm
SEOPW/CRA
03- 009
r SMAGE01 : FL-02-211563-2 12/1002 05:35:06pa
090 2 of 3
JBM-I&-M FRI Qua FM FOX 01 Q47911 P. WA14
20169PG 1537
W hssigmr ii ties e:1e and ]aviel weer of all iogsl and
Itatovall of tte title a�&t
iesoat. as leader and secured earty, in end co all of the Loans and the Las, support miwrmta, that hasignor has
Soad Yigbt. power and BUtbwt6y to assip the cue. and that all of tho
sad Loan sq
istcTest; pert Ooweeats ate free from nay, Ilan or otter rceueity
Sncee
ie! 'Melt, to the best of usle_eUlt kasrledss, no default of =r
nature has occnrtad or arises Ysder ,ay of the Loaat as of the date o!
this AW4P iant RM does titers axsst My tact or event abicb, with the
P"0498 of tiwe oe the dlelaratisn of a default, "Mid eoo.tltutO a
defeelt Under any Lem:
if) Meither assignor nor, to Assignor,3 beat k Owledgo, any debtor
or mortgagor cader cry of the Loans, has sty claim to or defenses
against this ASsignseat: Md
tgl The unpaid priac1p&1 balance owiwg amen each Leas u o[ the
date of this Ascigaaent is net font!k is uhLbit w .
cig■e&led
nee
end e.livet
um Bout WATV WhI MOR CUtPOPAriae.
is th& trseenoe ot� a lee;o&e*er&t1m
my
Maria tLay s-prerident
S=T6.0► YLORIoa
W w" or NUM -Mot 1
Sbs to"CLo np iastrusent we Aclt&atledtat before at this oanussy 17,
2602 by Iwo Kars& Da-ide as president of Nan 2julty
eAsperatles. a Platlaa corporation. an behalf of the cowpox ti n. me
iseae&1]y !e or hag produced ` m
identfrleetioe and whc rdd /did not; take as
Title;
(SUL1 sarial +
talntt�ais
e�
��+ t• roaaaite
SE®PW/CRA
v3- 009
IMAGS01 : FL-02-211563-2 12/13/10 05:35:06pm
We 3 of 3
JAN-I" RI 0M PR •
FAIT 14 167CM71
20169K1538
BALbit %r
The loan naeumewm een■ist 01.
P. OWN
1 • Mortgage 14" oted �1150l=01 lBhdln M oriyl nal
��rineipal S%M of :_ 43.000_ Otade 9
end eee 41Fis Livot of now �Nity i�ocGJ•!e flotmatim, at eartgwe
�r l�■Wea �sl D�Pe:tr iep.11r asecxib•a ••,
o th 66 feet of Lot 1. i The !north
46 feet o s , ock 27,
.&V scrift-citr MA.Maxww TO Iche Plat
as racmmrdogm a. rage it
vhiCb nasDyaele Laan 1e r®noedsd wader Clerk-s: Pile So. GIR635160
tho Mile. *eoaetila of Uinal-Dade County. Plorim.
sm�eno $sb ovww
sarrr+■ra.4o++
waft"Mm
IW M R"
SE®PW / CRA
93�- 009
ZHAGE01 : FL-02-211563-2
12/13*2 05:35:061=
OAF KM V.
20013PG2814
MORTGAGE
THISMOIITGAGE.egtetutaddae 9r
Da) orNOVEMBER.M)
SRMLENE INGLtAHAM, a Singlewotnan
9SD A'W',3" Avenue
Miami. FL 33136
4age 1 of 4
�rMRr Mrri tin +r. �..•rr. ea .Me
hrreiaeat:te:r called the Plertya9os, which terra e1a11 include aiatePnlaw or pltLral
corporation or Individual, Wi6d either see &nd small Lreelude the Beira. legal
Z"reasi'itat.%VCa, oucceeaoss aid aesions of the Mortgagor, to
HUMIL LQU11Y M0kkWGAGX CA)1ke0kAt10A, its successdn and/or assiVm
7333 CORAL WAX, MLAMI. YL 33155
batinal0er ealkd the ttLottylgee, Mesh tam shall inCL,do the setacaors artd emignt afOW said Mocwk
wtiEtlFi►$ tMoetgagtu has teeelrOd a roan lhemn tht mertgyee and is 4dabesd to du Mar4agw a dr ptincjpct
I ,THREETNZMANt7DOLLA15AIM OGbOannM3 qjQ whkHinddandeesaisheRlabduw►Isdpd
sad is evida ed by a certain prom ssoq• sort with the bahm erpfeecoal turd sooeed inberea due and Plow r on du
122cammR LMLWAieeludiiM peor'sien for preps»ntnt.aes4rstion of peimHpal In d"V%* t ordefsuln te8cthw
widt a clteuse praridigg for We ptVMMIM k the Moetgjor (se aaalec.'s ka, istpwss and tree of mllecdon. The
PU%iP $ of such welt, d which eaFettseee is Mein male at by rehmee made a pen of dtis ivaseaeentes ntea,iih the
sane wieet full) set lle M besein. 7llat dxald ssorebesor. so oecvr e4ittepegtaentdsle indebtdnas er9destad in etq
ssid mom does hereto aunt bargain, sell. remise relate tmete Lad mnfaoe unto do cW marrjsgee, in re rimplt
Ibleve die dbllarim desaebed land. or which mW monMor N view la &IL, seiacd. Misr and being in DADE
County. Fleelda smdntare pLrtisylarLv dtacrebed as fbl loss:
Thie Ltort" 66 fLaaC of XOt 1, tusd the Wort2L 46 fist of t2m It"t 28
fftftt of Lot: 2, DlOck 27, of NOW CS-Zr or 3QAW, &Coordiaag to Cho
Plat thereof, ALS ZOCOsd&d isle PlaC sock D, P6.90 al, Public Records
OCL UUmis i—Dad+s Cauzity, ?jowl".
sass 75 A Past lemlWAM
!n►roaer eearraatr tbet the aroperp• h not the bolocstced of ilemuwer or may member ar 1lerrew ens family.
aerdostk lte adjatcat e► tvmti�ooeu tbarets.
trail er aoy part of the propn;v or aN interest is sold or vusfvred then, and in ex a-cnL dh mW&W atd now
shall be due and MeibJc in Full.
7t7GMMA WTTH all and singular the ancrims. hetedismOn and appuru%ncb olm nro bdaeging or in any tofu
mmortsheinc ad all muctstea and imploaemsaes sow and hacelk on slid bid said Ili fixoAns atmehei therein,
tagedar wkh all seso, tataes stud profile aomiq flom sndd premise sued LII 914 scam, clectria weer. plwnbetg.
Fritts, vea lWk4j. hnt+K and 000liale 1.%U mo, %I&h eau we at my be in or oa said premises Aousb dory be
&-died or dcadwbic ingkiftR but rot :kniecid to aA re*4prlgxs, itever, o.=L g+Dpt NCO WA cupat and ell
ddltion% lep{sc Mmft turd htetease 9WOOf Malatler aogrdled or totaled on tot said Wendsa and all eeaehm nts sad
I'm ti"re"et and WW add i*=& a "Msioas or lemntttel of in or is Se buiidlrtQ nose or haraRer tatted os the said
lam• TO HAVE AND TO HOLD the abase gusted pmniuL with the appuweances credo the acid Mortmes.
is At simpli fotwre. AND llte said Mottpagm htrcby cowftnis ad Sots rifle ton: sit atal6tgoc as b1low.
Fn=- Tlta the at01116401` 6 ILafutb wind of the abmt deidttd litimisa to rat simple end has good gghl sad
minty Ae time to ► -Weac Twu dtc mid smote at mar wa d+ahayed land fees all taxer, tie We or aniGnam
Ja78arnana me t"O lim std a CrAu eeaserr ar mt ranee o LwA .boo" o wd dun an hst%Mw eitl Rtl• .oararn and
dnfMd she 7enne m h \tse�yyet adiaf ae layyyyl doiro and dertunasofsll peasss rhraseaw, sad e,ll tyres soh fudrr
ats.rceoo tw pafa ir: aistpk btk a zid Sends the � a, � adaaaaste ht rea�atd• and + in MF Na seYeel Brae ar
awAW agreed in ter srd see is he r4kid and off inmllgaea er pftirat ad istawe dtaeea lesrwtb• ■ ten d r" No oaordirea eo
ae eve ass and ettaa er<nnc ail. neat
Mct fo=Aoc
?Me 1 cf4
SE®PW/CRA
03- 009
IMAG601 : FL-02-211563-2 12/1*2 05:35:06pm
Page 2 of 4
..ti-. .... .....
EE ICMD' That the MortpuKor r.m pt; ao and sryui r the no mcut bMCCI stf 0to) rutwe
tin h: abate dteaiW ported. ISD.I vest nit ffmvV2#c aid rote. w Qc tnneq arousal thedn, before d,ItegltncT mash ant
.etletft• evrderttott ptetarttlt oYaaud swat, ataetataw, facie. end ertodelewte►s :dfall k og1orr v w td: tK .%turapgpctf on eT hdon:
Me+eh 134 of ahem otetatdinR..vr tlrinp Ilk aura al' Otis, WM%V : and d astir he not proa r*4 pad o tten .1 rt tr• htaetrjtpt
V ► tt ax" oN4.-Ahm to u s/ po0 3: an m bamm. lime ar w pep It- lul 0111041 ti CWI a I -II& W SUft-Nd, e.w.wl
wtevittO t' affw*- 04 r Qht hmnwla ant in Oat mmun r. at d c uii tier uit .% Mt. env ed
(� twomliwwtn nuw>tAwl km initsm *mft dt a Ltwwm lk M4 f hwbm RIkwebkH. VM
N THIM Tbx the Mlonpgor w41►.Mt idl nmi aa.l r r*W pmptt'n; w. Or l wllcr utcvm\nd It. the 4cn of fhts.
�? 11101;1114C u+rxw m W INC imptttd left tare to rift b eho M Heftier %AM lau eq fIm. %uslaum aid trove M"d.
M ewraltw, and onaghtpowc% rcw tort ptei" rd Le tea sae than In% arwwwar a M% 1: rtauCmV A. dtc Mervalm and to put
IaeeTt" what Out Oil pamuums Gar set •taoelea. TAt aasuft d:aait htut7rwe tttg*vg ! . the Meopagc� alt ttpwt7tine of
ae eel) Wt MIrAWAen vMbMty for tshkk said itsunMm twill be wdttrt aid MITI M aletdaIMM 114 eh tilt Mu PSIR tat allimen a w''h
additAw Innomhor m nK• b. ttmmts; a Itna.lt ad vumpl) twit) t.hn ttJ a sinHrlatte aluatlmtrts t oerati•t in aNtl ped.i►� u�
o N Ae end alai tuwd Ata{lpaar i.+ rr.rt a c►Htttn:r t\avaurale, lasutta�v Ads Ix weiM h. IeM%W! er .».7tpan;s el.pe. eJ M tit;
Faon�ate wad sll pelieies and ftn.+tab tttoeaf attaM ee 1teLt s. the ate A4 leta9d tkslget3tltten bi the Ndttppnr vvlw'eh
INK aawftl b) the Mon uo., xhl A ataeteduwm Mrstel WUrp w and MWMw Moll r a beswnsar. nor► emoinq or
hacalhT mach aftadl ec in gf(tiftb sad tiro k. a fan of to trottpEc ttfltattea m fdlb as boudA yet dafM .eeAauw fwrein m0 slap
(;Groh pads P=M Aram aid Mm aaxatra ►%I uuplaa \e ha apmt 4M W sad pte•eaa to imurmat or upm " retina of
reties patmium witch rtq) to fmd ttlrk fe t\ tartta�iMiw r teealinawa tMaef. 3hsTl R pn m a alter resit Nc tt'argepae. ecoclt
h! Fearer t�dt•culteTtt affitld m teh I'd4 anJ aFlwttal ►) kltatpa♦ d 140t Yak. a: Mwum strati hart NG%td tdmr m a
tsROed w1nowd ec Clame tasaptO& to the 171rrs.agw. tivttnms all hw►er ubms ntrtd r roan fei" ra. time U. Ire Mo..gAgw Is W
......w. :;"u dtc. .... ... — .':ro: \•:: 6:�':i S'd.:...:.e :fir ,.. �iC�: :� �'d1 :... ti1m 1:
tenet" Gard GFFh de time IMt DwOmt tar tit itldeltbadlhite Nsciy t►ena l w to remit Me MoMMar to mmtive and tat IL or W
ltel thaa.f atoaw tlew� wyi.;la M .atprattittg a; Ws/b. Ga rsr tfptl uMa:atd h! t dart ai Ills wnnQaee, la cent o(.1tlss r
Ank" daana0c a tie thoeW3899 pnywn, the 16INWr "I hoe danediur: ImlitT fbInel h) MWI to the Momwee tad the
M r%mikee wyt Rabe proof o f Ira if ox Dana b not ilia&- pawM 4) to lie mar. mr. a e titst of bmdosure or this Rwrswltt or
ati.er !stores• or lde to me mor4pgvd vomM in atiquMfft n of tlm Webi does kend twat.). an ibht. We red internal of
the Moamar in aid m rm (awronm poltc ea ehm in naec awl Taws to Me ptwd•Ia a remise, Up" any dc&wa ommr, ow
Mofttpec a nta. lhtl w 00d ttbliplednrt ha ile pan sot too) pdlce 1nW MfiW on stfell Ddldmnw wad pas ette pe mkUp and nw r tech
mass as paid to tee AW s;qw and tort sort or mane m paid 3NI bw is tK* oem it daa ofPetnm m the Tate ofhabml
dtotpbk bt law
FVL7tTNe Tlut dt r+ma orw ee. Mid t.r atesd b t. pW b. the %A&W w .order om teewg wrthir rtWVW and
Mein 3Pecdflt,tlt) dot itad 1Tr, and Iaeladte15 atti CepmW iDelufMI IN Vac Mantodee in mlbttim of the wm seemed In Otis
metrtppepe ahal! bf cwcmd h) the liar ttf Ora atertaapG qe tare at Ile amtr of taona) Ityravntoo 11 the note ..till; thie ^artow
Itta7at M
FIF M To permit agnmit qw m tt no vet m tM ftunitent tr dtfeYlclltilan of saw pfopxn; , or sn� piers Ihtaanr. wad wpm
the Qibaft or the Mongh$of to I,Rp the WdMinp do aW pre.pan in pool cooditioe of equir. th.; *.I*Mggm tow• d mmd the
ifnmodu<tsplir ttlfaid baikYtOs 0't• ela.•.t.c dl Ot: anew at state, r the imaedial ram, f1sTf of fht: nett hsTCJtd .rood.
awlOtc1hWuedlAekaaTtppapnttotntetp(twgI14dcfwdoftteMltlpratpRtcfaraPOW srthlrg t30Ida�50*1ttttadtwta
bna ch of this m•tpappe. aria as W op owl of Qtt slojMw iamtdiotti) ttlaum dtc ndfc tmpaW p lao4w aid joto 1 lendty
3aevtttL Ind etc MurtpiCn roil. aiOtdtl Ratite iesfitac pttmreadtnp n foeoclele this tn�ape, and spiel) Ibr the Ilpgtotntnfnt ei
a martyr. as hatlioadlor ftfov uod.
SIXTll• 7hlt ale �ltrfttate.r natkq premtaoe ats.ata is sad 4tio Balm -Jw wr m or mw\ alai ittlaat as !claimed
is &aid PlmaiSM. toll, umetho w ilh art and dl oda runs jufly due aad oat in{ the dfalgW ch. the rnm %hack and tdt-
tD be paid as V.VW W.Mia prmngaL% ales Otte If dcrall dell his MA. in Ils: ltwtwn or dt.• Ipid wam of MM15 of art pan
tMMr a+ pro%i" in fhe yard .tat OF dos MIMPIC. Or;[ tie. Soria AWI ate due ON ay UW?ipf r ihyrier owt9 e. a if tic
tarots that wwt. hecame du: drawn itch) prom *ratersh3tl Ne it delwdf and wtfaid rem y qw,:*f thin (10) 4*;.T MIN a a fbn
meftpt;e or is des if a semer4, r *AM the 34ON04M b oicy Or hd to totted) Witham odrr To a4aa or apt mmi In me PIA
or tM Mpndyr 1e be wwrllkd wi• (s tr.awc ecru is .hilt ee Itpdow of W ttosea,Ieee er ooreerai.n is aoa vdmmt isc
*ftftb puovldad affew and ouh oft ell or ttoaeamplmm candour in edwatse or e wane of trim (30) "-L men NM I mn
NatarfoM at she qwm or the Mano%m ww %%mmow setae to um Nrldw. w. Ow rank cw a nd rkw% rat Ron emonma w in Grid
toot msestty will dl olhe sums dtttsin as well at htrcin rm ihd lr. dwil b vrm elueeJimab ate and par able a'idtatd rotict
m Oa acid YtoRgtyr
ST1t!t'11L• TTtw M tale B stool& ttoatsC neoatar, p w this menFagt yid the trite asotd twwb�' or door or thtm
in s* Mats *ran islets* rot artletOat Ilc sold nnrttaeer.enenwt and toles rah •e'tena.Vm to pg all omm &mica Wad
tstpereo tar loth cal itYhtditF tsalfmt>tk amece'a fiat abedtareollatad bl, ramdo•tar uhww�ae.
1142103t Thm 1n the mcm altr hart Is atoutRt Ran t11ir .'rat Vat •thaw lactose 4 to tteRM k or ottam imr
andar to mfmm p.'m'ru or tn, tlsim aerewoda. fhc btw"m eM appl. to tins teas let ir# jw9 diaian thmeof For the
apptanoomt of a taativa of Salt! enaapaped PmpcM- as add as Ow infante. pe61t, mx cod m%vwa ei mef. old tt said
w tors&- prwr" in" and M%*mm rr Mob) neRTaIIIIsd w :t grirta*.. rant sod du raw m tiv gmulsq and addatdum
"bum !it toof titre sadh fcwis a td•I I Awte an. Ow broad ISM etTeto ai Lawtirta and porasm In W w bt el"Mad, A a ceaK to a
tmeiver aid 3uth mm; wwrm Sidi ire Dude b% such coal as as 6:16;add aryl* mJ a IIKW or
ab IOIMC rip* M Ore kINVAS,ae and VtAhaa r;(MnC, In the afeptl2Q r WWlggtlq orIk tylueof 6C prtKtap
me wgd. or fe k Iol-ww- or tetd.mnq or else Mrtetar and va-Atli.td.nt and such rota pfedla. Irloontc, bate
aid atvttfes ltN br ftpplleb h)1at ttsci.tr a.evdirtO m the ILa tad'&- wptlif) of alb moppaFe Ilnd the ptoalete of>tleh eaon and
sell.ppomanetaofeteem.cr"IblwOA"nethmto" ehliprbatsrda.
Tat`ITN: The Mwx*W tmal a 0stra0 69W c(Aanoteld wad e.mepfot p mmdb)- The Cam iW on and laws of
Florida It sPwWml() Wmcd the Gear Is erIse OsKMue is tAa umwm trod drat as wdta'r b) stm Menpapor or W abl4mion
ttresyda or ar dtr 0WIftion smarts %Crab% stun a kg. that htffdff be: W td Is tr I water wf IbC w mf bamr a of OK
ON ippalm —ww berth..
TE%'M' Pratt an) Sale, tratofa Or esnt gvnm of Ow pwrpan ttaein Jowled ant ms vmci M "mr%W to sot)
paws. m" a wpwbliat "M prevlt b tta Tvmd in writing A the w6w of aIb mntlpap:t, to uran the trammov err the balellclal
irteardt. it a ewfpaafoft, ale ?/tD�ttp;a to notfe► tom face Utt halt to ac>:laalc ua rftauKn sf tAv mottppe ao dtaupt it wme
due and ppabte to the Ott.' of stab uwkr and le dessnd ppoattt M 14 or the 31id wrtFroe attwmm or say Imptaid MLMM
tDl MW. V4 M tl0lbC as Ilk V46b aid m etedm bato at 0) M. MMvd to Cd aga1FgM Ole lave al in ae) that of deroah
Itarandle, Ok"th ,C in dvo frtsrtthtor)• fdaesesirte *ate) r heels a ffictawteat rtew Iaraaah6.
Map} form doc
PV 2 off
SE®P`1V/CRA
03- 009
d '•I
IMAGEc, ' 01 FL-02-211563-2 12/13/2005:35:06pt: se 3 of 4
El E'�'E\TN: U M�rcl.rwec pravxtlinn. afar! xet�aJ IM+n1ep: nt ttiwnd U'ia.1.\n! �o am iunaY Sim ►f sq ►iai snealJ
wMnulm, clt V xyapn � u .► ONw� ncfmork\lel> a aea7aLY efavlae L\t. rlf01t1:�P•' arnJ lk. aW.orate.ew rc\w�J M�.mil
dr.• urld pal ante .
c �� tL► I sI: Ica tw ta:.. m nnc r:vawx>, aMeO! nwm r". w rrl Pert Ihr.•fa a tfste A conJ:rlra.*t mina fMlow Sr., pJtw a.r
wdfr tke pM+r. •� neinleal anwen� the Nrgt�apnr I hd1 bawr ds VIOR In demm►.1 VMS all den+a3• aua-iC fee Ow ad, ias of x
d.rraf 1i wvwl rb-mem mt Im. lJ to for mmAjWv ul: bm. amadnf Ora unrta.: to %Wr »o and Mr oolijattm ruxmfta
kub%and a►1:1rsPP M'e'athepswasLwptalabltofWaAt1.rnacl6gpcumJMaaMrfplrMpvw.dkx�lrr
N TKOtMC%'iM: This :1tiaalWk-wi. M A&— Unix Nk Wmk rod and OW Mwr ..R1 mg h w*w 'fart plid "m dw.. *Aa be
ImPoL a minx G. a IS1 an. ONTO Ira Aw due twatit tow k 6 Yeew MwisgCa *a4 abliva lheraoa aaa dflmawi(k a 'I*
N7 dlYEe• m fbe afaaull: dlen Ps'� 1tMsfa Saar e+flslSrnof Itt uirrn. two Iwl bo: My StS Itt eacb. +ardt oelinquefd inf.1•IIIIteK.
ad Yen'w. ChMT-W arce.ewned b o. hell vusmf. .
0
C !OVWrI v M: WWmwn L'laerurnp a� aNtgarene of LYetpOa �wua pnogtarlf• t:l,t'l f\tx fl mr, ana switTII
kemiE and fix 2W%* im ww L1t NTOtti M4'.r, r iAdrr to xm: !M !1 !� e►TL \Lr)1d llw�r aG) up...1t r:,I,r.�O .i!
CV a.lSrtlee N orb fnrlwl.L plwrar. wr prlaapW WA rlebpd a ON" Imi 111A Oft-AW VON IeoJ .a ra• BOW or twA.a
mewad hbe vto, I Pot m be nul4. m a ftfim:hb am at mwmt mitol N one twcift it 121 of thr a iftnod anmAl rbe`.
a me mere. and inwmars Innium wNmi Uw fat wilaw awwta. a. 11': wrr.v aw.mf r d.-t.mwned Moat um to Um b) Yr
Mrtnpprte
Fli7 EC\f1M: liar da .,brW4w "I auniA awwaQl al IA. %qua or Qh 4Mrtaag *• rafalleial pat.11letot m IOfT7t ntd
alai Wd in! fnavfw rmd6e10n tO W KUW4 l r
SIXTii KM-1LiI uenlaie mlr Sxw%-, Mt. aaJ vi Ma bl. in.: L jt fu iwwtw +d th.• Imumivr+.n rw.w R•feled ' ro hu.:n and
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MIS ro m.doe
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03- 009
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7333 CORAL WAY
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SE®PW / CRA
3- 009
EXHIBIT "H"
SECOND MORTGAGE LOAN DOCUMENT TERMS
Borrower:
Shirlene Ingraham
Lender:
Demas Jackson (Shirlene Ingraham's father)
Loan Amount:
$250,000.00
Interest Rate:
7%
Date of Loan:
1999
Maturity Date:
Due on demand.
Payment History:
No payments have been made to date.
Documentation:
The loan was not documented when made in 1999 and no
records relating to the loan are available. Mr. Jackson and Ms.
Ingraham intend to document the loan transaction prior to the
Closing of the Property by executing a promissory note in the
amount of $250,000.00 and a mortgage encumbering the
Adjacent Parcels.
MIA1 #1190315 v4
Page 41
#1190315 v4 - Purchase Agreement / CRA
SEOPW/CRA
03- 009
CASE STATUS MEMORANDUM January 24, 2003
RE: In re VECTOUR INC., et al., Case No. 01-10903(JCA), et seq. (Jointly
Administered)
BACKGROUND
VecTour, a motorcoach charter and tour company, has a tenant of the
Southeast Overtown/Park West Community Redevelopment Agency (the "CRA")
pursuant to a Lease Agreement, dated November 1, 1998, between Justo and
Pastora Mayo and J. J. Kelly Charter Bus Service Co., as subsequently modified by
Assignment and Assumption of Lease And Amendment, dated August 7, 2000,
between Calor Development, Ltd., the CRA and Travelways of Florida, Inc.,
successor in interest to J. J. Kelly Charter Bus Service Co (the "Lease"). VecTour is
successor in interest to Travelways of Florida, Inc.
VECTOUR'S BANKRUPTCY FILING
VecTour, Inc. of Florida, Inc. ("VecTour"), and its affiliated debtors and
debtors in possession (collectively, the "Debtors") filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code on October 16, 2001 (the "Petition Date").
The Debtors are operating their businesses and managing their properties as
debtors in possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code. No
trustee or examiner has been appointed in these Chapter 11 cases.
VECTOUR'S SALE OF ASSETS
After the petition date, the Debtors determined that the best course of action
with respect to many of the Debtors' businesses was to sell them as going concerns.
Pursuant to the Asset Purchase Agreement between the Debtors and Coach USA,
Inc., ("Coach") and its wholly owned subsidiary, Florida Acquisitions, Inc. ("Newco"),
the Debtors sought and obtained in April, 2002, the Bankruptcy Court's approval to
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January 24, 2003
Page 2
sell substantially all assets, free and clear of liens and encumbrances, to Coach (the
"Purchaser"). The sale of the Debtors' assets included vehicles, buses and other
personal property including leases and executory contracts. The closing date was
June 30, 2002. See, ORDER AUTHORIZING THE SALE OF SUBSTANTIALLY ALL ASSETS
OF VECTOUR OF FLORIDA, INC., FREE AND CLEAR OF ALL LIENS ENCUMBRANCES AND
OTHER INTERESTS AND AUTHORIZING AND APPROVING DEBTORS' ASSUMPTION AND
ASSIGNMENT, OR, IN THE ALTERNATIVE, REJECTION, OF CERTAIN EXECUTORY
CONTRACTS, entered April 12, 2002 (the "Sale Order").
The Sale Order provided that all non-residential leases and executory
contracts not ultimately assumed by the Debtors and assigned to the Purchaser
would be deemed rejected by the Debtors by their filing a notice containing
schedules of the rejected leases and executory contracts within five (5) days of the
Sale Order. According to the Sale Order such rejection would be retroactive to the
date of Debtors' request for approval of the sale, April 11, 2002.
LEASE REJECTION
By Notice Of Rejected Leases and the subsequent Amended . Notice Of
Rejected Leases And Contracts, both dated May 21, 2002, the Debtors gave notice
of their rejection of the subject Lease for the premises at 160 N.W. 7th Street,
Miami, Florida to the CRA, attention Hilda Tejera and Annette Lewis, 300 Biscayne
Blvd., Suite 430, Miami, Florida 33131-2207 (the "Lease Rejection").
CRA'S CLAIM FOR LEASE REJECTION DAMAGES
On July 19, 2002 the CRA filed its proof of claim for damages from the Lease
Rejection pursuant to the terms of the Lease in the amount of $51,452.54 (the
"Claim"). The Claim included unpaid rent, post -petition, for 178 days, and 61/2%
Sales Tax. The Claim also included the cost for clean-up of environmental
contamination in the amount of $7,826.80, as outlined in correspondence from ATC
Associates Inc. ("ATC") to Cesar Calais, Program Manager, H.J. Ross Associates
Inc./CRA dated April 17, 2002, attached as Exhibit "C" to the Claim.
0 3 Pwoo
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January 24, 2003
Page 3
As of December 13, 2002, the Debtors have acknowledged and categorized
CRA's Claim as a Class 4 general unsecured claim, claim number 940.
DEBTORS' PROPOSED THIRD AMENDED CONSOLIDATED PLAN
OF LIQUIDATION
Treatment of Class 4 Claims (General Unsecured Claims)
Pursuant to the Debtors' proposed Third Amended Consolidated Plan of
Liquidation, filed January 23, 2003 (the "Plan"), a Litigation Trust will be
established after the effective date of the confirmation of the Plan from which
allowed general unsecured claims will be satisfied on a pro-rata basis. As soon as is
reasonably practicable after the confirmation of the Plan, the Debtor Estate will
transfer a lump sum payment of $400,000 in cash to the Litigation Trust on account
of the holders of allowed claims in Class 4, of which each such holder will receive a
ratable .share, provided, however, that the Trustee, with approval of the Unsecured
Creditors Committee, may elect to use all or a portion of such funds to satisfy costs
and expenses of the Litigation Trust. Any such funds used to satisfy costs and
expenses of the Litigation Trust must be repaid before any distribution of proceeds
to holders of Class 2 bank claims.
An allowed claimant in Class 4 will further be entitled to receive from the
assets of the Litigation Trust a cash distribution representing a ratable share of
seventy-five percent (75%) of the first $2,000,000 of the net proceeds from any
recovery on litigation claims and twenty-five (25%) of the net proceeds in excess of
$2,000,000 from any recovery on litigation claims.
Litigation Claims
Litigation claims include any right or causes of action which the Debtors elect
to pursue under §547 of the Bankruptcy Code, or under §550 of the Bankruptcy
Code to recover avoidable transfers or preferences; any claims the Debtors may
pursue against current or former officers, directors or insiders of the Debtors; any
claims the Debtors may pursue to determine their interests in property; and any
SEOPW/CRA
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January 24, 2003
Page 4
fraudulent conveyance, fraudulent transfer, or other avoidance claims the Debtors
may pursue, pursuant to §§ 544, 545, 548, 549, 550 and/or 553 of the Bankruptcy
Code or applicable non -bankruptcy law.
Second Amended Disclosure Statement
According to the SECOND AMENDED DISCLOSURE STATEMENT FOR THE
DEBTORS' SECOND AMENDED CONSOLIDATED PLAN OF LIQUIDATION, dated November
26, 2002 (the "Disclosure Statement"), as of September 13, 2002, approximately
4,140 pre -petition claims (including rejection damage claims) aggregating in excess
of $1,904,186,203 plus unliquidated amounts have been asserted against the
Debtors, both as filed proofs of claim and scheduled claims. The Debtors dispute
the majority of the dollar amount of the claims asserted against them.
Debtors' Liquidation Analysis
According to the Debtors' Liquidation Analysis dated, November 2002, the
estimated aggregate allowed claim amount for non -bank unsecured claims was
approximately $31,000,000. The anticipated percentage recovery for Class 4 claims
from solely the liquidation of the Debtors' assets under a Chapter 7 liquidation plan
is 0% versus 1-3% under a Chapter 11 plan.
Under the Plan, CRA's Claim will not be paid in full and is considered
impaired with respect to the treatment of other classes of claims. Holders of
impaired claims will be entitled to vote to accept or reject the Plan. Debtors'
counsel anticipate the filing of the Disclosure Statement and proposed Ballots for
the Plan to occur by the end of January, 2003. Upon review of the Disclosure
Statement and Ballot we will forward our voting recommendation.
MIA1 #1198364 v1.
SE®PW/CRA
02- 009