HomeMy WebLinkAboutSEOPW-CRA-R-03-0027Item 21. a&b
RESOLUTION NO. SEOPW/CRA R- 0 3 - 27
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST
OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY (the
"CRA') AUTHORIZING' THE CRA TO ENTER INTO A PURCHASE
AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT A (THE "AGREEMENT) WITH JEJ PROPERTIES, INC. ("JEJ")
WHO WAS THE SOLE RESPONSIVE RESPONSIBLE BIDDER TO THE
INVITATION TO BID FOR THE SALE OF PROPERTY LOCATED AT 936
N.W. 3RD AVENUE; MIANII, FLORIDA ("P-5") AND FURTHER
AUTHORIZING THE CRA TO PROVIDE PURCHASE MONEY FINANCING
IN THE AMOUNT OF FORTY-ONE THOUSAND SIX HUNDRED AND
N0/100 ($41,600.00) TO BE SECURED BY A PURCHASE MONEY
MORTGAGE ENCUMBERING P-5 TOGETHER WITH THE ADJOINING
PROPERTY AND FURTHER DIRECTING THE CRA AND HOLLAND &
KNIGHT, AS SPECIAL TO COUNSEL TO THE CRA, TO PROVIDE
TECHNICAL ASSISTANCE TO JEJ WITH RESPECT TO THE
REPLATTING OF THE PROPERTY AND ANY UNITY OF TITLE
AGREEMENTS REQUIRED WITH RESPECT TO THE PROPERTY TO
ENABLE THE PROPERTY AND THE ADJACENT PROPERTY TO BE
REDEVELOPED IN ACCORDANCE WITH THE CITY OF MIAMI ZONING
CODES.
WHEREAS, the CRA is responsible for carrying out community
redevelopment activities and projects in the Southeast Overtown/Park West
Community Redevelopment Area established pursuant to the Redevelopment Plan;
WHEREAS, the CRA desires to provide purchase money financing in the
amount of Forty One Thousand Six Hundred and No/100 Dollars ($41,600.00) to
enable JEJ to acquire P-5; and
WHEREAS, the CRA desires to provide technical assistance to JEJ and assist
JEJ in replatting P-5 and the adjacent property and with respect to entering into a
unity of title agreement with respect to P-5 and the adjacent property at a cost to
_SEOPW/CRA
03- - 27
the CRA not to exceed Twenty Thousand and No/100 Dollars ($20,000.00) for
surveying costs, civil engineering costs and legal fees associated therewith.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY AS FOLLOWS:
Section 1. Recitals and finding contained in the Preamble to this
Resolution are incorporated herein as if fully set forth' in this section.
Section 2. The Board of Directors of the CRA hereby authorize the CRA to
provide purchase money financing to JEJ in the amount of Forty One Thousand Six
Hundred and No/100 Dollars ($46,100.00) which mortgage will encumber P-5 and
the Adjacent Property and be junior and subordinate to an existing first mortgage
held by Pacific National Bank in the approximate principal amount of Forty -One
Thousand and No/100 Dollars ($41,000.00) and a second mortgage in the
approximate amount of Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00).
Section 3. The Board of Directors of the CRA authorizes the CRA to
provide technical assistance to JEJ with respect to replatting P-5 and .the Adjacent
Property to enable the Jackson Soul Food Restaurant to be expanded in compliance
with the applicable building codes of the City of Miami and provide technical
assistance in connection with the execution of a unity of title agreement at a cost to
-the -CRA- not- to exceed -Twenty Thousand --and' Noll 00 D611ars ($20,000.00) with
respect to surveying, civil engineering and legal services associated therewith.
Section 4. This Resolution shall be effective immediately upon adoption.
•
SEOPW/CRA -
03 - 27
•
•
PASSED AND ADOPTED this 31st day of March, 2003.
Priscilla Thompson
Clerk of the Board
APPROVED AS TO FORM
AND CORRECTNESS:
2-1/1) k
William R. Bloom
Holland & Knight LLP
CRA Special Counsel
MIA1 #1190960 vl
Arthur E. Teele, Jr., Chairman
SE®PW/CRA
03- 27
ITEM 17
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Chairman Arthur E. Teele, Jr. and
Members of the CRA Board
From: Frank Rollason
CRA Executive Director
RECOMMENDATION:
Date: March 18, 2003 File:
Subject: Pilot Seed Funding —
Margaret Pace Park Events
References:
Enclosures: Resolution
It is respectfully recommended that the CRA Board of Directors adopt the attached resolution related to
the Greater Miami Visitor and Conventions Bureau, the Biscayne Bay Marriot, the Renaissance and
Double Tree Grande Hotel authorizing and approving a pilot program for seed funding in an amount not
to exceed $50,000 for events catering to dignitaries, consulates, FTAA officials, conventions,
conferences, and meetings utilizing Margaret Pace Park over a nine month period of time.
JUSTIFICATION:
The CRA recently renovated Margaret Pace Park and the Administration is recommending (via Item
#18) to the CRA Board of Directors to support the hiring of a full time park attendant to oversee the park
and further to have the Omni Advisory Board and the Omni community to "adopt' Margaret Pace Park
for the purpose of providing supplemental security and maintenance of the park. This resolution seeks
to promote alternative uses of the park by providing additional fund sources, which may be used to pay
for police, fire, and solid waste fees, as well as other unforeseen miscellaneous expenses.
Funding Source:
Account Number:
0
FKR/CA/em
OMNI TIF TRUST FUND
686001.590320
03- 27
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made
and entered into as of the day of February, 2003, 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, prorations, 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 DATE/TIME 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 cl§2647M Page 2 03-' 2r-�
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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. Nothingherei
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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.
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• F. Waiver and Release.
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
Within ten (10) days of the Effective Date of this Agreement, Seller
shall provide Purchaser; at Purchaser's sole cost and expense, with a title
insurance commitment issued by Chicago Title Insurance Company,
Commonwealth Land Title Insurance Company, First American Title
Insurance Company, Lawyers Title Insurance Corporation, or Attorney's
Title Insurance Fund, Inc. (the "Title Company") binding the Title Company
to insure good, marketable and insurable 'fee simple title to the Land in
Purchaser by its ALTA Form B Owner's Title Insurance Policy, at then
current promulgated rates with insurance in the amount of the Purchase
Price upon the recording of the special warranty deed to be given by Seller.
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: (i) elect to accept such title as
is 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, plSMpWJCRA.
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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
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 ten (10) days of the Effective Date of this Agreement, the Title
Company shall provide the Seller, at the Purchaser's expense, with a
mortgagee title insurance commitment (the "Loan Commitment") issued by
the Title Company. The Loan 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 Parcel 1 of the Adjacent
Parcels and a perfected, valid third lien on Parcels 2 and 3 of 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
title insurance 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 SEOPW/CRA
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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 execute and/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 attorney's 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. _
C) 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. SEOpWICRA
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15.
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: On behalf of Purchaser:
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
Shirlene Ingraham, President
J.E.J. Properties, Inc.
950 N.W. 3rd 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
Is 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. 3rd Avenue
Miami, Florida 33131
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0
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•
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
18. 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.
19. 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 CRA's 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.
20. 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.
21. 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.
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• 22. WAIVERS
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 REPRESENTATIONSIWARRANTIES
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 INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in
whole or in part, such provisionshall 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.
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S 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
Executive Director to execute amendments to this Agreement or any other
document necessary or desirable to accomplish this sale.
29. 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 Purc4kUfW/CRA
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Is
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.
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 and
Jackson (defined below) shall support such replatting and as the holders of
the Mortgage and the Second Mortgage (defined below), respectively, shall
join in and sign the replat if requested by the Purchaser. The Seller and
Jackson shall also support the granting of any unity of title agreement
required for the Property and the Adjacent Parcels and as holders of the
Mortgage and the Second Mortgage, respectively, 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
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 Parcel 1 of the Adjacent
Parcels and a third mortgage with respect to Parcels 2 and 3 of 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 ("Jackson") having an
outstanding principal balance of approximately $250,000.00 (the
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A
C7
C
"Second Mortgage"). Copies of the loan documents executed with
respect to the First Mortgage are attached hereto as Exhibit "G".
Copies of the loan documents executed with respect to the Second
Mortgage are attached hereto as Exhibit "H". 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. In the event that the holder of the First Mortgage shall require, as
a condition to its consent and joinder to the unity of title and/or
replatting, that the First Mortgage spread as a first mortgage over
the Property and the Adjacent Parcels, then Seller and Jackson
shall subordinate the Mortgage and Second Mortgage,
respectively, to the First Mortgage. Jackson shall join in the
execution of this Agreement for the purpose of consenting to the
terms of this Section 32.
C. 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.
• D. Purchaser acknowledges and agrees that Seller's obligation to
accept the Note and Mortgage at Closing is contingent on the
Mortgage constituting a valid mortgage encumbering the Property
and the Adjacent Parcels and Seller shall not be required to accept
the Note and Mortgage unless Title Company delivers to Seller at
Closing, the marked -up title commitment, in form and content
acceptable to Seller as required by Section 5. If Title Company
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.
11
(SIGNATURE PAGE FOLLOWS)
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•
•
•
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the day and year first above written.
ATTEST:
Bv:
Priscilla A. Thompson
City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
By:
William R. Bloom
Holland & Knight LLP
Special Counsel
PURCHASER:
J.E.J. PROPERTIES, INC., a Florida
corporation
By: \M
Shirlene Ingraham
President l 1
Date Executed: a 1 ($ 1
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 ("CRA")
Frank Rollason
Executive Director
Date Executed:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Elliot Fixler, Administrator
Risk Management
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0 JOINDER
•
•
Demas Jackson hereby joins in this Agreement for the limited purpose of
agreeing to the provisions of Sections 31 and 32 hereof -
DIM -AS, JA ON
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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
,2003
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%riper annum.
Principal and interest shall be due and payable as follows:
1. 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 $150.90.
2. Debtor shall pay to Payee, commencing on , 2005 and on the first 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.
3. On , 2018, the entire outstanding principal balance hereof in the amount of
$28,302.19, together with all accrued but unpaid interest thereon and any other amounts
due under this Note shall be due and payable in full.
In the event that any payment due under this Note is not received by Payee within ten (10) days of
any due date provided herein, Debtor must pay to Payee a late charge of five percent (5%) of the amount of
such payment. The right to collect a late charge shall be in addition to all other rights and remedies of
Payee under: or in connection with the loan, including, without limitation, the right to accelerate the entire
balance outstanding under this Note as a result of the Debtor's default. The Debtor agrees that such late
charge is a fair and reasonable charge for the increased administrative costs incurred in connection with
handling late payments and is not a penalty. This provision for late charges shall not be deemed to extend
the time for payment or be a "grace period" or "cure period" that gives Debtor a right to cure an Event of
Default. Imposition of late charges is not contingent upon the giving of any notice or lapse of any cure
period provided for in the Mortgage (hereinafter defined).
The Payee shall have the right, which may be exercised at any time, whether or not this Note is
due, to pledge or transfer this Note and, if this Note is due, to demand, sue for, collect or make any
compromise or settlement it deems desirable.
This Note is secured by a Mortgage of even date herewith executed by Debtor in favor of Payee
(the "Mortgage").
•. An Event of Default shall occur if any payment of principal or any other payment required under
this Note is not received by Payee on the date such payment is due. The occurrence of any Event of
Default under the Mortgage shall constitute an Event of Default under this Note. S$OPW CRA
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Upon the occurrence of an Event of Default, at Payee's option, the outstandingprincipal balance
PrP
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 and payable 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.
I
The agreements made by Debtoriwith 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
Bv:
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 , 2003, 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 SOUTEMAST OVERTOWN/PARB
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
� S�#1190315 v6 - Purchase Agreement / CRA Page 24 ®PW/C
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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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qgEOPW / CRA
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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, with respect to Parcels 3 and 4 as described on Exhibit A hereto, 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 Demas Jackson, dated December 17,
2002, recorded December 31, 2002 under Clerk's File Number 02R819835 of the Public
Records of Miami -Dade County, Florida, securing the original principal sum of $250,000.00
(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 insuranc§W/CRA
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Land is in a flood zone area, in a sum not less than their full insurable value, with such value
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 anypart 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
sEoPW/CRA
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#1190315 v6 - Purchase Agreement / CRA
continuing option of the. Mortgagee as fully and completely as if said aggregate sums were
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
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#1190315 v6 - Purchase Agreement / CRA
• and insurance premiums, all as estimated by the Mortgagee, less all sums already paid
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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03- 27
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 be 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. SE®PW/CR.A
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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 of 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. 3rd 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.
SEOPWICRA
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#1190315 v6 - 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 meor has produced as
identification.
(NOTARY SEAL)
My Commission Expires:
Signature:
Notary Public, State of Florida
Commission No.
SEOPW/OZA'
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# 1190315 v6 -Purchase Agreement / CRA
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PARCEL I:
EXHIBIT " A"
LEGAL DESCRUMON
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 BookB 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.
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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 February, 2003, by
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 "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 E%HIBIT "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
SEOPW/CItA
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#1190315 v6 - Purchase Agreement I 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:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of
the State of Florida
By:
Name: Frank Rollason
Title: Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
Holland & Knight LLP
CRA Special Counsel
SEOPW/CRA
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#1190315 v6 - Purchase Agreement / CRA
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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.
My commission expires:
Notary Public
Print Name:
SEOPW/CRA
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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.
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#1190315 v6 - Purchase Agreement / CRA
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EXHIBIT "F"
FORM OF NOTICE LIMITING FUTURE ADVANCE
This Instrument Was Prepared by:
Suzanne P. Viana, Esquire
HOLLAND & KNIGHT LLP
701 Brickell Avenue, 3la Floor
Miami, Florida 33131
NOTICE LDUTING 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(l)(b), Florida Statutes (2002).
E
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 38
#1190315 v6 - Purchase Agreement / CRA
SEOPW/CRA
03- 27
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STATE OF FLORIDA
COUNTY OF MIAMI-DARE
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
Page 39
#1190315 v6 - Purchase Agreement / CRA
SEOPW/ORA
03- 27
• EXHIBIT "A"
•
LEGAL DESCRIPTION
SECPWICRA
03- 27
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#1190315 v6 - Purchase Agreement ( CRA
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EXHIBIT "G"
FIRST MORTGAGE LOAN DOCUMENTS
Page 41
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IMAGE01 : FL-02-211563-2 12/13/2002 05:35:06pn
J*18-02 FR1 M:21 PH IFEIML FOX K 0111071
20169PG1$36
THIS 17i nUN= FROPUM SY:
Lynn B: Lievis. tsq.
Lytut 6. Ltvis, P.A.
Suite lea
1390 ericltell Avenue
M.i3mi. Florida 33132
page 1 of S
02RO54755 2002 .HIM 19 11115
Afisimem at tam Aim low supDOiti poCVl ens
TUB MSIMO ST OF t11AM3 AXD LOAF SOMUT DOC17F'M= tthc
'Asaignaent') is aade this January 17, 2002 by EO*R E=TV !13ATtAM
CORFOUTION. a Florida corporation with its principal attices at 7323
carat ley, niaai. rlorlda 33iss ('Atsigdor'1. in favor of Pdclfic
Matioaal Bank, A national hasking association, the address 0_ Web Io
1310 Briekell Xvmue. kiaai, Florida 33131 which, together rtth Sts
Participants, to referred to as •Aoaioaeo'.
For and 1u,cnaeideLation of the AL@ignae't extension of a $2,004,040
cccurad Line of Cesdit to Esalpor lthe •toaa'1. Ataigtar does P&j,*y
groat, betsain, sell, aaslga, transfer and set ever unto Assignee those
pertain f*curdd R.ortga4e lm*a (the •Loans') and tke Loan smart
DocumAte ahie. evidence the Leans vhich are listed on exhihit •A'
atradied kmvto ttha •Loan &Mart okminta•1:
TO SAVE Alm kOLD the loans and the Lora t;upport Daeuseuts unto
Assignso. its succaa■ors and auaigas foravtr.
Assignor warrants and represents to Aaslams. as follora:
(a) isaignor, is me owner of all of the Gown and Lean Support,
Docuamte acalgrea a4 has hill and aooplcte Cover and authority to
detiver this Aosi9amait and to transfer and assign tho Leans, and the vas
Support aoCunerts to Aceignee;
M The Loan support DotuTentrt aaolgned have hat bees codified or
amended free Zbe tone to t, ch shay are c=aumatiy dolivered to
aasignae k9' A@aignor,
(c) Aasigaor shall, at ouch t1ba do timat as Acsigaaa may
reasonably requcat, do such further act@ and skall oxamto, acknowledge
and delivor such tranefora. A&SLO—sots and seauraoeea as may reasonably
be required by Aasionos. tffectivaly to transfer to and inraat In
An@ignee. all of tho rilg t, title or interest of Ataiyror in and to'tda
Loaaa and the Loan Support vocumttte,
SEOPW / CIA
03 27.
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1MAGE01 : 71,-02-211563-2 12/1312002 05t35106Fn
Page 2 of 3
fE1�R
1P!(-18-02 FRI W-22 PA � FAX in �t{7QTl P, 03A4
20169FG 1531
tdl • Aasigaor is ", eel, OW lawful owner of all hj3l %"A
equitable of the ticlo iv4' iatetust, ae 1_ader aria 9eeurtd catty, iC and
to all of the Loan and the tote. SVppert nft0%=Mt4t that AosLgnor ban
good sight, power and authority to %&sign the taac; and that all of tho
scans and Loan ar-K,ett Doaraents arc free iraa aw/ Ilan of other eccurity
interest;
it) That, to the belt of Atsioeorle knowledge. rw deEault at any
nature has occurred or wrists Under any of the Loank ae of the daft of
tuts Assignsbtt oar does there exist any fact ar event which, with the
papa!% of tirm at the declaration of a default, weld e000tituto a
decsult under fay lean,
if) tleitber Assignor not, to Ateigsor,3 best kwoledga, any debtor
of amrtgagot cndet any of the Loans, has =y claims to of detentes
against this Aseigneentr and
tg) the unpaid principal balance owing envier each Loco u of the
date of this Acsigaaenc i& act forth is ashlbit `A'.
64ned. styled end Deliwsod UM ROUL Y "30MAt)B MPMTZGS.
is the Presence Ott a Pleri corporation
By
■ AN 1laris D4vl s Preridaat
SShTR tlP t'LQRIOR
tal m or 1t1AK2-il♦1DB i
The soreooing ib cement wet acknoWedgei Wets are thin January 17,
2002 by Ana Karla. Davida as pte&ident of Bain Pquity Hortgago
Lbrlcratian. a rlotida concretion, an behalf of the corporation. she
1e rozsoeelly�w or ban produced as
�denelilc%Lion and vhe Gid (did not; take an a eh.
Print Pane•
Title-
Yoriai N►arb
ISUL1 a IBOtaRlflar{ea1
m. .2
c•\eye\e�eltle�.P►.tr. 1e4eas31"
.w
0
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=MAGSOI : FL-02-211563-2 12/13/2002 05:35:060in
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10-18-M RI 03 t Fft
A 16t Fm to *747071
20169KIS38
Page 3 of 3
F. 04/64
g:t;t�st •�-
The lAan Docuaotsta eataiat of -
1, Mostgage Lean, dated 11104/Ol itt Cho original
principal sua of 0_ 43, 000.40made by _j1_LLrUne, DIgraham
as sortpagor, is tawr of lions Bquity bor 9mm Corporation, at aortgagee
and secured by 1mprw d real property logslly daseribed as,
_ZbLyarth 46 feet of Lot 1. 6 The North
46 feet of VIG Bast z" 10eto , 210tk 27,
of—Mortof—Morth CER 09 Kl=&. acre The Plat,
thereof as recordecl in a e 41
Public Record in &Lami Bade-County.
O1R635160
which Nnrtgsge loan to reawded under Clock's Pile tlo. of
tho public uecerds of Riami-Dade Comty, slorida,
�e.a•ensas'"'
seaeovmt �►�
CUM CoWidso-'
a� wry
SE®PW / CRA
03. . 27
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1KAGE01 : FL-02-211563-2 12/13/2002 05:25:061Fm Page 1 of 4
artIm OL
23073PG2814
r)1R6-S;
MORTGAGE ewwa,wtta t<n ti• «� •• •�
yL7ficY �:el it C:' C; 3i :.T4 R
THISMORTGAGE.caecuWM 9ta
Oal amOVEMBELZM1
SRIRLENE INGILIkHA'.M. a Sicgle Vroman
950 A'W 3' Aveaue
Miami, FL 33136
hereinafter eallad teas Mot ifagor, vhieh ten% aha11 inelttda aingetlar or plural
carpotation or individual, and either ata aad gull include the heirs. legal
M%-ezantatA.vez. auceaasore and assigns of the Mortgagor, to
HUME LQui I i mokk It's'AGj 4:01 fat)Rxilcox, its succlssots and/or usigns,
7333 CORAL WAY, ML4ML FL 33155
hacatalier called the mangagoe. w Wz:. ta+n shall include the su=con attd assigns dik said Mttregage
%WEREA9. Moapgor ha tseeived a Ian fish the Mortrom India k4ebteo to du MOT%" in for pritee;pti
fakr .THREE T4i0USAW12 DOLLARS 4b'0 Cc" <znn rSd3.t1C0M 1 tehEb atdeteedaas is hnda ockri rledged
sad is svidtntxd by a cmttain ptmtimorl• ttou wtitb the balance of pti0eipal and araoed 'tttsttti due and �tsb4 oe rl+t
OEGEMOER 1 '_D limtd Including pratisioe far pRvalmeta aaeekngort of "to In dw "M of dtfaua tngedts
with a clause providing for the pVVa)mau k the Ljoq for for tootta%'s feu, alarms and cum a: collection. The
p %_;aiatts ofsudt note, rs which mfererm :j he min made an M re kmce made a ptn at iris inset ent ss thau,gh the
same were Ulf RI forth hettiet. ihat thcsald mortbegor, is secure merepah,sani atde Irdebtdrim ei idenced in rite
SEW rate does hereby anal. bargain, ertl remise rtlase. candy and mnfuro unto de aid mortgagee. In fee simpit
forever, the tollo-ing deacrib d land. of ubith said mortpaa io ntu- WwLll'� sued. tying and being 6 DADE
Cb�mty, Aorida. and mac partisuluty tleseribad as fbllaas:
The Hann 46 fast of Lot 1, and the V*rt22 46 feet Ot tha Swot 28
feat of Lot 2. Dloek 21, of Nt5WH CITY ON 1C AC, aadoardiesq to tbo
Plat thereof, as "Cordad dst Plat Hoak D e Page 41, Rsblic RetOsrda
of lltliami.—Dada County, Placid&.
THIS Is A 9IRIT MR2:31=
Borrower warranty that the oropery Is not ttit RamtRr 14 of Bortuwer ar ap mtaahtr of Nam* ors fomk.
oar does It 1Te adjacent or matizaous lberete.
It all or any part o f the propcm or ar\ imtrest is sold or traesfeired, theft. and in TA e<•enL dliS merge and no*
shall be due and M%lible in full.
TOGI: fFiER WTM all end singular theImemMs. hnediaamentand apputteWces ntrRwem bdonSing Or in any wise
Appartairtitts ad all 't manes and impovemants now and hereafter on said laid ad di bttnarn a=hed Wertm
0gethca with a31 rer4M (tulles and profie atetvletg ftm said pomiso and all per stain, tiemic waver, plutnl:4
1&irtt, veritTtatiM hexirtt and cooling systems, w•kkh now at at Maas: he in cs 0 said pemi s dOygb dsry be
from led or dtaschablt. including but rot limited to all m titav^ stow, avrt apvl'nnces and arpeta and AU
addi OrM Mplaomcnas and mortars thereof hat tftr eaqui d or 6-tud. oa ae aid prc,tdscLand all aaaehraents aed
ptra OwNt and arty additions, au,uiau or btatsnuu ol� is or to the bui4n4 now or hat 0ta crtaed on the said
mmises. TO KAb6 AND TO KOLD tic abase gtnted rimmis6 with the apptatdtanees amco the said Mortpfot.
is Ae simple fort<re. A1V0 the mid hr{ottgagor hettby meenants ad Attxa urth Mx aid rtutrtEgta u 6sltoas:
I,RST: Ttus tlti 11ort6trpr k IaAtlp SeWd of ahc Atom dattttud ptattiatt. in fa siot tad Nis good right sad
a e.ty tAe Same ma MCAVtµ= T1ut ae rid tx<tttams am h" all disd%nod at and hoe do utm tar tide a aniGtatm
pdganata, meetsrtia list aitd to esnerumhowca a ace &run a load %horoe.aT gad dot toe hsaagaanr.r ill fill. warrant and
defrrd dte yNrtt to rtt \terry¢. ttyivr tLe IsU Ail dZiWs sold deatrAh artdl posts .haft W1%W, and wll rtekt Vah fuller
Staunnee to pafad fi: ample title to s:id bnd is the Mon�ecc a► aryl ttaattask he ROrad. aid -ill pqj the set•vul stone of
amer aymod in the sold roar tom paid Wall 4=41 mmu of pAmilal ad intava iboa a tramDtO shelf dta and oanrdirt to
tY true tam and egos of it,. said rate
Page 1 ofd
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03- 27
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FL-02-211563-2 12/13/2002 05:35:06Pm Page 2 of 4
SE ',NW. rat Ne llarynSr %7{ ty all and sayutr ek pat,c atie,aee.*u la Lt end eneuatMantxs a(.etah WAIN
on dt: lbut: strsctthcd pra{te't). an! upon AN marrQaje and slaty, a Ik IMe1eq t wvW tltaaM, l+efYln Qiingtseoe) th.7atl mot
tatamfsat e'etdNleat� fq nteMO�ad iptq a7rtcaa7tetn. te.mte wA vreAr&V O S "I k atpoar b % id: tls \Lrts(¢{�C tH1 aS M'!IR\
lbreh lR efaattt arscwling.ardtu;nd tM r artt.rdtia natsjsec erd denx to trot p oagttb pvd .bm tu4 %be hM3--%4po
VO
lNuum omparm to tT mww Pwcb:+w IS NI, Iaa lost 014t14c aff"I at c t,zlwou Ytm:w, a.M at
s>.
WMIIVIM 0, WL% 64M IIONNoldani to thn st%cVW aS the taii Rose 01- A M. M A*A$.t ...mAN: UAd 1ue* P4 0M u
QB
e�faeot wtCsns mad. i!W l lm Isom% fx" the ttae dtcntd' a the less of ltt�ltae alb%dtktt. b%
N
Tulabc Thu It.. Marvsw .Jl ". T all rtpl 4%1 N-ro d t1na m., W. w wumna .mw tsow to Ow lien of tba
ttt A#W lwateu m MG) be t x*" ftam tape to tuns h lk NAd�C tt Sumo tom b) rz. a uhl adntt and edhtt hood,
tauebtm and a mwspauic, fee+ aeA pueiath and W ant lac JIM wh womoma. as m.) k nqum h) *IS Meng eRm MU to p)
R MP* -am due all moul x for usch apaance. Im Imum et w* Immsura m t'emvirw V41 the MM044 ti K copra it a of
") de minidttn mam att fw ahleh sold insumm *:91 b. %tjacl w d smut Ta Wants" upon I-V bd.nPper w MlainlmR 7.Ch
iddiIdW IrtlUryac a rml` b.: asimoq moray Jrd OMO) fdr .lest all ta.itt mauftc ntu"%,nb tontwv,d in and pmlicio 4•
N
. via apyt:e. w) A : ) 01
Ow ON Ih►: rerJ I.lOV# or it n..t a e-44W.•r t1.Mmu$.C. luuany aM %wi Sr uwia ewuolmn. a•T�*
Mon9gioc am all pet'x a atsl tatatalsthoeof efufl be %U bt Qto Rta psm All dnallel dedg"IM b) (he Mottpapty 0kh
age i:rttwl 45 ilfe l.1w4um attd all MOttlClh'raf bsa to issomppetr and Malvsa Mlatew to 1 "mizze. M• 4misti { (If
haetdla made; d%it Ile in *A%'m>a ad *all A. a ttasl of d► tronppeafllaneat as Crld w dswah an Conn t abatiat Parer& Sea Owl
.
jO%v t! "h panic heron and IMW m tern Ira &%I aygda. \o iw11 tpm art,. d Ad pt*ew IS insUnr4c w upo sur) velu td of
fittest rrcAtiusn,tAtch nos) to pay able m IL anLvilatien ar ararinslnd st ett or. ihatl he pi to otter (haft IAc Matztcm CA"
-Cm
h7 rem CAcacnaM driwd m arch poic) m+d aprwmod ►) hleel;:laea facts � a;' MWAW coast hate %M%fA Vame a
"
aaedad kstatgapaeCYame W09M AW I.Use VMV1slQK Maki -mall sae.err kmm* undo oea fg(aw, pa)aMe U. die MOIWAW a W
.- . „\•i h:v..,.- r - ,re tt: \:;c',r.a`:Ca:..1s:`.,tv.:;_ •: '_•.:.:a .t._1:
m,w,,e and eprh tk in1C OA Oeea.tat of tlt CldeftWdMii h.Teh ttruteJ. nr k, fraatit tta Votspagar TO nMIA end lxee tt w aN
cot dumt.idteW taarW�) a fi. i11/ N Rlpa ring u .. etuip. Gaem W b uncle aid bs . lases av tl i. snnngoQe. In anent or . inset ar
ptWjs col dasnttp. to toe a pWn9ff M"M, the blartlalof dtall kue eAMdiaw OWL= bvw? k1 auJI to 6c MOMAll"e and Qa
?ft mpeaa apt nohlr poor a r roes If (k spats is eat trades ptetttpd) h the %lor *w. to event of Fir domms: it lhlt Storms: or
(der crsatfer of title to the mang4Fed palms in uatittpciahmaM1 of the webtedaea maeed host.). all :iot. fide and interest of
'
We Morsyaaoe in nd ro aeh iep.ttmnor plNia thta in Q1es slafi Rai 1e the PYtelaea • grmtatC Upon oa,• debt.! i thrwar, the
Mnrmgm ste. Iwr % ilAewt ttblil�an ps is Ion Ma to del ikt (nsttLlmt en strch AWrims add ray the psfanitlM end taal7e P�
mess m pow w the Most ;sw and shell wet Or Mohp "paid 31ad1 air innem thtm 0t dale 01`p4urem al Ne tam of hit ka
allow;blcbt Loa
" 0OULTIL Tkar .tM ro0 ora.taa. Mid R e a..d b 1a Md M Ike NeWrga2ee march me terw.S oftares ettnnlape and
herein sfseattlpl{) cow iSms 1'a, and teel%ddot mn repma iaeuthd A) On: %WWallae in mtbcsion or the +saes maenad tw duty
'If", st.0 tw he lien of st. aranealG 0, iarltcaslte sane of neap rgreankd by Lw eote,.hief this nbttiaa
lera+^i.
SM.- To perrnit camMk (wa rffl•a mn mom h11Ai1RRar N drrcficHtioh of and f»ltrt, . Men, pat liltatOl. aid Ulm"
the fkifate of the ►tmlgaRor m 1 �r e� A�olding on Aid prtTRn �n {eed madition aleClnit eft: \lor�ayAir rt�• 6anad Ne
iotmo&a a ayatf eCsaid buildkQi Woo iea"w inertw aap.nl of+m•M, at the immoditl. ?,,S*mkml of dsc nabs hceoby iscutad,
and dtc f",m of IAa MorWgos to ceuyy) ..:dt said dmmnd of Its Mgegq a (cc a pwkQ or thirl 1711) dm'a *.art caadwm A
bnmcb of rho mtaspaaa and. a Me open of %M Mer M-x imMsdmat) ntmwm the 0eIM1 tmpadd pnaelpsal erd ACCIR aeedg
smuml. and the Yawmm. Irma. %ithom Mtk-- idstiaRe pint WWO to faodose rho mavvC, and appl) for the mppointment of
a r0004mr. s haeimdor plodded
3lXttl• Ibal Vrc !detnaarf mad+) Trwni•c+ taf.seuaa mad mno to tt'ty 1* mesa e(men�, and Wet7! Rs mtmsMod
is said rmmision mlc. tnlfabtr ttdh k, aid all Mao itmU jUvlt due and o%iri/ We fostttipt b> the terms lhemirL and mmuod
.
b he paid as VAW do min Mamsal -Me doc ItdQads Halt Na ", in 6. pm) 00%of In% aid palm of mono' er arh MR
d%emf as padded :a the Laid stole w dos ranfteW. or it w; atna gall be dw an en) sm"Sor or ing,.•6mr ftw4 G. of if QIc
innrtd tr at Res` ktcamc tSta dtteaan ew+ny prt dwevf I he tfdoull erN utgla d far m ytae.ef dtiln l yql dk it O is o i tbS
Mot;MC or t 5 des iL osrmttd. w datuld Ne )4 mfw sea ch w id a mays12 W kx an! %shay to;%mm or agfo runt an IIC pan
of Ua Nengfow to be mwpi•.d %'ills Ga Ma" am is %hilt she epl ew of do, kt.ngyee at' .eeetetmiam is eaa otkar.iac
ocptepi.) pro.toad Meiey and pair woo or nrserampimm awminue la eeeketslae se s ta.ee of colts;. { 70) d@1, a:ee oast CeaT
'
thatoo(ont6 u die tlptlon of the l.I.nQgm OM ..ioo dl td.er b the ►Mnatg7►. III' .4ir N' "d pNrt;T i Wrn ow%mmW iR ford
note w4eda %idr all other 9m; they_ sift as udl as hme,t me% idcd for. dmtl Inrnn, etler liae:y doe nd Mt Sblr. without not =
ro tees and Moarpt
`
rn Trim U ntee Is floutd tmtttc ntteatear) p(iee ft mW4W and the tortes Secured hcyelou of cftAc of darts
In+la Panda at an aspost � "far adatita etc ford rnettytsor lot eawta and agttocS %St d[ \foryagtc u yet) plc a06iL tAtylm WtO
t:spasma of such mikvtiom inelm:14 m a %*Ic aoorsr*'i tam aApbaeaflettOd fm.dmsurx x tnhel.5iw-
•
81GM)L- ThA in the mcm alb VA is O"Ill tltpad Uric rt x%mr- aflctloic, tanclott u to terWin IC or a miv
and`or to enleum pt)raeru"or era, claim Iemuado. Ute Mor"m mar Vpl, to as) resat lf, ing jur+sdaion sbevoor for the
"
appanooms of a leaves of yid mottFapcd pmrert. ac %cll as dtc 4komq rtafet%. eae and n,codes thmof, and the said
ivw:% a pro fit% igme. attd M, atlases ace baeb) eaetepatmd W U apsifaatl) at tottlt cad &MwAoJ in Ow lrantty and addendum
.I-,— her=( and welt tmei, a IdwI bat aG the broad and efketi,a fWtctiau and pow In tn,.. be en"uftd A a cow It to a
rasher and such topoisubau %Wt be fade h) SwA t wm w all adm" Ogldp 2613 maser of
abtdipc right In the Masrfapmc aid : Aomi rdfimmc to Ste adapoat. or laodossa o or des valucof the p papa .
FOOMtgad. or b Uc wI-v5cZ1 at iaes eWn) of she Wm(ptoa oad it IS"delonelml and ad felo" (Imam lmww-+®se
and w mun 4tatl be appticd lt)• the Tai,v a.-cordirtg to Os: fkn md'w equity a(enio etmnrgc and ft ptacetac of lush emn and
arch cpp omumtadi tact,cr shall oc %4mm nolhm to aty ebr bar Immindef.
K(TN: TM Mwfy+K hcmb) o otwaU riitm of Atentatead mM acs"Kimn 8aaadln• nw Cana bWah and lama of
Flotido. It epeai6dl) Spied drat fires 6 of the ta%alut 6 tAb comarm and that We %d v h) saw Merwagoe of art) ow4w;at
hefr&Acr or of the oN;Vuicn qx%a 1 home, %Ul at la. time DtMAO be bmtel b M a main of the tems boreal of or the
OWiptim .round hemb:,.
T1 NT1,L,1.'pan art) sale. irwi;r or cant,.taea of Ua: M19em. hacin dmn%led eta ww ed h) ttdt trott'tpgc IS aq
W%e. firm or cormettion, Hof predtue@ ILmm-cd in - linos 0) the tafdov of Cob Ma Wcp %impan %be t mArof stye ludleial
LV47 fi it a etap"1101. 41C 140MAFa,o adder pan No, c d% tick to Ytefaow w maueH) or tk.x moms ao diwgh is %ere
due and pmpabtc no the dRy of ouch a wkr and to daaatd rt)mu it fug a use amid emnpgc mmmro or era)' apaid MLmae
Items! utd M tltlebe elf tfY R(.Ab aid nekediea At?c r1 ea by 1d. tesstiad 10 old slemegaloe lAe idle! m a sv)' erCat Otd[(Wll
hatfa des. Wr %Ahq A Iltt t.mns min' amascrured Ageb� K hmeto a LY contra) naa lmt?rlQal��
Meg tmmt.dac
Pape: oft
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SECPW/CRA
03- - 27
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IMAG301 : FL-02-211563-2 12/11/2002 05:35:06pm Page : of 4
ELEVFN'TH: 4 4lfcka ufc �nv.xJlnu+u(am >etaMJ tl xitap M h tnstd V+aa .J a �t j"6,r lien of an) klld th8Y1.1
k w1iluky, Itic mat 61 II. optu.n mme*l vd, WTaaal6e Jc-vWe all. IMt� •• arW tn: inu.•nlaina. aYcufeJ A.avNl
dap and Dat &K
'
1 N !Lee it! I N l N IN �. T11 tT• r!lgY}�) e.•ntN aN49�•J:. W "I w pww of
`�
YsfLT the pr••te- Itr asitxnl d.)In[m. In. Stlhntapv *211 till, QA drIn in dummy %a all dune. ;iMwd.c far Ih: tulkisb silo(
W
&MAC$1a swl w 06-3QI.F:nt Taa unto.: to w<ateatyo�s and lhC obllgal0o secured
CV
" =4 my he applied ull clu t1u M. mat Lai tu} able srnla du. MMvW Itnl the ou lcolon mut.rd heh*y
THIRTEIEN" Tha;pstallon."ld► 14L,.%*- unJcr ptc to el. h mor end the Auw .euntl N hrh�. RIA paid %fen du.: sltail he
tuNtia ahcr G. e I Sl d:o (hail the Juv due Vw=C to oml 4 6 WOW Mtv;SQM hghaU allal th.trcon and Orm vilk a'We
en
dlmge• In the Unt use orus pulccvi (10,4101 pie rsraltmeet due uyen nut not !ca a>,123 Rl cec!ti yndl oelinquetn insmllnlar.
n
and ttleh'let" ettartaY arc.ccured ha Me Itcn dnalf .
1.�
FOl'111TEg!rt1e: M'Yhtwt tn.pu nnp tl. ai.kig aN.hu sC1kelp7ppr "Only f4ll in pea) lstth. cl,t't 1, 0 (MD UJ pltt'RTII
• Q
chant IBM far sptYiatim nI Ow "yr io lfae ro Its .4,1: sew!) t\ tWGcis= tL.np*.W m:! up.a ry44A .IC
s Leh
tamp p k .n Li'auot W let, mnna.@ r i}a.n1. Yf prtloCgW Ir.t totgMd a "lai IN ac ON.Aw MW (aeJ A as a"W or
scurud kmr^ t PM%d.d 0 he M4114. (a) a oklr hb telm, a splaxn "quill N one tocl!lE 111.1 at'the Al mead in" a c.,
otne19nen:� wd 1r1<Yfaa" pvaluma upaa the fat %i= =urua. a. Ins insralt thenal r #L-urnllnstil With um W ane b) the
NOlt�epel
F2FTTE.TM: Ili: tic Nk trt;Ailc shall Lends wualb. et the mllrs or tfhc hblyup.�. financid Matawta nl torte aN
otniClai in a nronm+ Musk aerl to the h0lfv4,ev
31\•rrjlz% M.Iltis molwc alv.• lecur\t an aeJal: fsk%sl. an.: vtiwl Gian.nf 111: Fn.mlywn WW fe(Mtd to havis and
tlanSApor. anJ a) ththR ialetaNthev. ul' d► llonµi(r.a hl 1bc al.+l1,��. a nclnt tl1 gkaflf imatiue lAa fonkr odaanu>.y ma
tv atade b. the Slortraw n tha .,Illteu r. m" ,l1.vrusylo, ztl►r prior m al, elks Th.-due dxa of the above n:f~ to prtenry %*
aMe Ae<etb ..�vnd: ad xia tfmnpape w qns fr the tM1ijh pulin•Ic ..1 sacuntp ahry aM all inrlataednay h) eh" Meflpibar W
Ih[ \LortWgee i0. etul.�a r7lnnnll t!c YY¢e ah,1l It .a mehmd M replClwlt� utYi! (fay aorlpepc a vatiilisd of re.•ead: ptd all
v..onsnaand Aphvencnt.nmdnud in rha mmtp & Wa hespplle%N, W ell funA.T mg kmra adaznea Maley the mw4mn
a tk Mangaror and all *let ind6tednw onforgmpar to the filar al,. am an• anddl nleuek M ettttsaioaa thatalf,
SE\'ENIMENTH: if thin alsrtgttce a svbotdrwe a a ptlar mmVibe or tserlpga eneumbeling the real prarpam
dc='bod hQei1L \1alg4dt than rAL w*=1 ate PAW %1600 abt0(nnt of \torWW_ enter into an) agreement wrhmby the
'
prier U&V112c Or )6WMga nad Ihd NW wfl-e"I t"t - nr rbI-W Af these, we tuselMbd or tentrhded in any mints
e hs:soeceror the line ter the t:M.•matl of the ails t:eeaded or we pefnelpsl ton= *( laid fhene inoximcd or sat addhl*TW
edverrms made. htort8rtcot %JU natatain the pdw %ldrt&kM and bone sewmt vh rob) In good standing StriMl• in
aelardmcc %11h their Lana, and vain nuke all K men" ortlaired ba the teemf of said morgKc or moripga and Ott notr
spewed of ml*\' by a time Ihm is d1 a prior to the due date fbr said pa�vxrls, w4haut the bete(h of any grace Or
waietst`ut.n peria.ds. Moold AA% default be atde in the p<mela Of at) iroadlntnd of peimool or jocca an the nou
WOU lid '7 Lire prior Sica got. Mlonpuor Rly.. 4hola xw= of demand U-5 'skettratier. pv. such :Anskbaera of pifelpal
(eiaeereM And the t VWPt eo (•did shut he pa. able tn• k1seprar on dani nd M hlonlg4gee pith intmt mom" a the rime
applicable under Qe Note, secured hrereb). Sour the time of luck payment snd said mnaam ea psld bF Marts" May bt
prided to I id Indebtednee secured a This ma nLttpe and IWI be secured h this mat `t nc Upon the I Iwo of Malytgpr 16
kW. abmr%v or PC fin Or cum In be kpt obtrsved and pelfamted. my of ftte teases. mcruiret, pmvtsions and
WWI, Oda .rf the prur ltoegaltes, \ 11hnBggar arvics tit 1/o1WAM nun. an behalf of klom a&or or In the name of
monssgor. kltep. Observe or Kirli rt, er t#tle W be") obaerasd w perfarmai enp o(sueh emit, o0amAts. ppel'Irioat
or agreertunts told to enter upon the manpalged pro". and take all such s"lan etenon ss may be Mecaeary thaefote. to
uhe and Um the rigor of\lortcacof in turd 1* Incpm encumber rd tlaetp. Fallilmof\fo Isat to c%vMplystrtaly with the
pratsiont ofthis p ragoph shelf consituoe tin nerd of dewil under this mortise and du \ate )at ilrbd 1ltreby aid, a lk
etalon of\tonga9ee, tleaymas cum metsial ed in the leaft Hailed haeay shall bmoehc doe airs pp•sbkand eonplculy
a If the a,t;gheypte sum a1r;(•nothld N eM feerrled by slrhll hecoafte due snd po�able as Ault) and mlsocroh W if %N
egtegait sum nteadbned in the NOT Seeuted h" Here "tCtaall) XtV4lsad In be pid on the date of WCh an rvcd of
eehulu, and apart cud saeefaat on \letsrpre mah pnyue jAch Ache and territ" as am pro%idea (or in thin mortgage,
PROVIDE ALt►A13. and this mmsal;a n mh tK t.rm aM110lvn that 4111` XIOnpS v sndl .oil and puiv pit,. um the
Mwgm- the said sum eC IAmgY rhrcen.. nl in mid Irwa:a W) Me fnraaod e. Ilrsaitl and accumd haand am aam vencwb el,
-
c"ersd*m thcwcre(u rlathl.T ad%,,,, MIN aA) other W444cdneoll wra c W h{X:M1 N N'IWpQ (on n. loud d1c imAlQ;r4Iu4 ni.
haahr.nahlc Ttamn u it "I h=arne due. 4aor44 to the our intold and ro arting I , ,L wbca ff with all costa. eba>zts sad
o4wrisG IneluditnpartawaabiqMann,%', (=%Whit the.S4WCp.q acZ IIIWr nr belie Ip in LYYtrsginO• The scree by fceadasute or
Nh=%.Lz or In orawnint the Amucul, a tr► Na!1QWv. ahnhcr to nail firAthT.ilt: and shall ..0 Wd auk) kccr. ObsGYL
pa(orM Wm9h V\th ord ZhiJ: IA Nero Mad c . drC alfodtions. Y'r=M=ti auhdllhbnt and CM ehaw of aid , iamimnnnote
vW this marVW as sad %Hatt i niu4ed lhaalt) ate this ®w4gc aid the csatc Iha%a% Wcued Mho:1 .a'zm and bC null Intl . Aid
atrcr-iXe the same styli Moran of N:adiap (cur. ud cR.cL
1'011 AGE NOT REQUIRED TO COStpLM THIS MORTGACE MURL1 BSCWSE VOU HAVE
RECEMW THESE DfSCL09t'RES OR HAVE SICllW A WAIN AFPIICATIox IF 1 Ot' OSfALv wis
LOAN. THE LE"tR WILL HAVE A MORTGAGE ON VCVR HOME. 1rOl' COVLO LOSE IDLIK HOME
0M A.%A' MONEY YOURAVE Il r INTO IT. IF VOC DO NOT MELT \OlR OBLIGAT10r3 r.WF1l THELOAN.
Mltg 110aa.60c
Pa6e 3 of 4
SEOPW/CRA
03- 27
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ZMr1GE01 FL-02-211563-2 12/13/2002 05:35:06PM
• ry r•*�'°•e ��''::;-•!� =. i::u ow.•. Cvmw w. W30M the dw WW )Ut
. CvsJu.,e+noes
!
S %Wed and dcUumd in a: Nac ice aL
co
N
i L
SKIRLFAE C�C1ib1NsM - -
SFAM GF FLOM-A
COUNW OF MnW4ADf.
1be tacspinr kzv mat hm oetpa+Wgcd Aeie c me " 9111 dig or \C1vptahk 2d11, h WILLTNE
IVGLANA1t, .A* o OeoenaIV borer* to roo or.rbo has pxw.aeJ DEDMU VC01r, a ler4Gmio+ end •.itn de
Ukc on octt
NC
i tisl'�:t
+� •M �atpn CC•.�e•
Neu* Robber Sump Seal
THIS tb'S7RUMM PREPMUD 1n:
MYRON J. RAYYiS, ESQ.
7333 CORAL WAY
MIAbQ FLORIDA 331 SS
01-M022 TnWdoc
PWdofa
oa..am.r+. ova
draoao eets�
t4hA1fF1• pf,NN
cum cvcw owurr
Page 4 of 4
SE0PW / CRA.
03- 27
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EXHIBIT "H"
SECOND MORTGAGE LOAN DOCUMENTS
MIA1 #1190315 v6
SEOPW/ORA
Page 42 0 i - 27
#1190315 v6 - Purchase Agreement / CRA
12/24/2002 22:43 305-35
STEF'MtN blt[atL
01/23/2003 16:51 9544 6 OFFICE MAX
Ll
C
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WORTOda6 DCSa
,.ew .e.w
Prepared by: Timothy Carl Blake, Y.A.
66 West Flagler Street, Ste. 1000
i�i. FL �I 33130
F-..ded the lath day of December
Shirlene Ingraham
herrina(ter ealbd the marfoagor, to
Dumas Jackson, individually.
hsrtinaller called the mortgagee:
G/
PAGEE 03/86
gAMCa r'aaq qCe l
(Whr ewr -Rd heels Om WM ;"'=wp��lw." .nd ^r..rt�e•," Iwbi. dl M. lent,. ev nn,,a tu,reeer, wt de -"—.
�nl ee9RN.nrtim nd w: d I.d1.lN.h .wd M. ,uaw.nn eM "W" .r aer— ns: Md LV !ns "-W*
..clade .11 drt .Me 1Kn,. �ea. 1 a SN 1ul —I
IMeSSE�iIr that for gaol and valuable camtderattan,, and also in earuideretien of the Ogg"
gets wim nemRd in the prambseory note of even daie Amwilh, hereinafter described, the v.ertgagor here.
by grRnts, bargain,, sells, aliens, lets,. cnnaeye and canfvnu nnto die mortgagee a1I the eertein land
of which the mortgagor is now eRized and in powriar, situate in MIAMI DADE County,
Florida. Utz:
The North 26 feet of Lot 1, and the North 46 feet of the
East 26 feet of Lot 2, Block 27, of_NORTH CITY OF MIAMI,
according to the Plat thereof, as Teeorded in Plat Book J.
Page 41, Public Records of Miami Dade County, Florida
This is a second mortgage.
SEOPW / CRA
03- 27
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(I "10 �{auft ad to gold the tame, lopathor wfik the tenemfak. ke"J"Grntnls and apPu►le"
• issues anti prafilS lhereof, onto Ilse mmillagee, to fee S1mP1e.
nancCt Thereto Lnlonptna, and the rank,
sadj
Ike mortaapor coponMb vrilh the +RorlAaOetnCa tear(sat oulkertly to onv" Stud Ltn� a( la�-
land in fee tlmPle: that the mortgagor has Finest rig in Ike
paid; that the. mortgagor will trusia suck further atsutontva to hereby tfall,Fwarranb IiInpild like title in Sad lend
nrortpa0do at mey reasonably be requfrW, that tke r artgopor
and a1111 defend oho Santa apafnal 11" lawful Ciampi of all persons enkatnaoeoer; and tfte< tteid land k free
and clear 4 al( enc,cmhTancea except an existing first mortgage as recorded
PCCb($ed ;ItUgS, Ikat if seid marlpapor thell pal Wlla tald Morlowee Ike cartons frraRLLt.
Mry note herein(ler Su6alanlially Copied ar tdentifted, to.wa.,
M.m TGn .., NGre RRMCO PopM ta'
, fleridn
f 2so,000.00 Miami Dade County
MR VALUE RVfjFIVF.D, the undettigne:d, (ieinely and tranaAr, if ""PC then am) Wamt�l%%aFa 17, 2002 �
Dames Jackson. individually
M ..pin� In tit. manner Irerrinaferr aptrifitd,
it.: principal ram of Two Hundred Fifty Thousand and No ............................ /100 oULLA"
(g2501 000. 00 ) vfeh latetwl fro.a date st the rue of N/A Per peat. per ensure oa the bohoce from time to time remaining usep lid,
This a.IA principal asd interest that& be pgabte to b.rful money of the United Statat of Anteriee at Miami Dade Cattnty
or at Such place aR may berrafter be dcignated by written notice from the bolder to the maker hereof, ne
the date and in the manner following:
Due on Demand. As of 1999 the balance was $123,000. The Balance
grew to ;205,000 as of the end of 2000. The current balance is as
stated above.
Thh note with intesed is focused by a monAtRa an etal ettaut, al even date l,tstwhis, male br the maker hereof i. [Aver of the mid
payee, and &ball be construed mind esterted occapdrng to the laws of the Stole of Florida.
If def utt be made in tic payment of a" of the sums ar iateteat meMimted keetda or lot old mar"pe, or In the performance of
an yy of the m�gretlRaltta contained bereie or to mid mortg%5c tbes the tribe ptlncipat cum tied accrued Fnterat stu11 at the option of than
hetda hereet hcome at once dap and collectible without eedea, time Wag of the essence; said avid pehwlpal ram and merited Into"
*bell both bar. interest from' each time until paid at the hiphat rate albw*id under the lure of the blue of Florida. Failure to eaereipe
tilt ePtien Shall nose CMU6tute a waiver of the right to aterefit this Rama In Iha event of any rubaegaseal deretalL
Each petsee Cable hertan vrhadcer fsa1 er or Castanet, hereby waive & pre/enhnetu; proton, rest
ices antics of protest and notita of dN-
honor and eeYeea a Par all tab, inctodinyl a reasonable ttte rne� t fast Whether tuft be breuRhi or no% Ifoffer tnatetitr of th(e note or ddaoft
hereunder, a retie said o,ertgagt, Conned fhall be areplered to eotlaet eke nett w to protect the security of said mortsobe.
wheervtr tna:d herein the texas '%older", "nokcr" and "pqm." shall be construed in the aingubtr or plutal as I easiest they
"quire ar admit. )
Makers Addrtas �........,,�......._.�.._.,...,..._.._�._....._..__._____....__._......_,.(9T.AL)
• 950 NW Third Avenue, Miami, F1 33136 Shirlene Ingraham
. . ................... _........ ,.......__.........._ _.._ _ _..__.............._....... »,... ...... .... -^-.......... (SEAL)
SE®PW/CRA
(SEAL)
03- 27
12/24/2002 22:43 305-3�
81/23/2003 16:51 95443�
a i trntn ZIcucL
OFFICE MAX 0
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and skall perform. comply tauk and abide by gulch and eortry he agre►manls, supulalla+h. Conditions and
corwilanlc Iherraol. and of Ihia morlaorle. lien this mortgage and (he stale hereby created, Shea Cease. de-
Irrmint. "lid be milt[ and void.
find tfre marl!tatrar hereby lrrrdber Covenants and aaroor to pay promptly ethert deue the principal and
inEMrll and other trims al money proVWtd for to said note and tills mortgetge. of lllker: to Day a and
s.nptr[ar the lnsrr. esanamrnts, Iruiel. lidbillties. oblloellons. and lrnetun[rranea� of every nature on sold pro-
perty: in hermit. "mmil or griller na aras(r. impatrmrnl or deterioration of sale[ -[and or iks (mprotremenll
6wrion eE any time: to prep the hw1rilnps awn or hereafter on mid [and fully Insured in a sum of not hags
than Maximises insurable valytygg
in a Cmmpgny or romportirs acrrp(nliLe to the morigapee. the policy or policirs to be held by, and payable
to. said martgoper, anti .in the etmnl any sum of money became: payable by Vtritte bf suck insumnee the
morIgnper shall [,daft fbc rinht 10 reeriue ant[ apply Ifs same to the fndebledness heroby saclsrtld. accounting
to the ennrlpopor far any gnrpivx; to pay all cosLr. changes. and o-IrprillSts. including lauvyerg 10.1 and !flit
sanrchrs, rraeonab[y tnerirrref or paid by file mortgapoe hacnvur of lite lafltutt of the mortgagor to promptly
and fairy comply with thir ageremenM, rlipu[ation. rndifions and oeuannnis of Said note and lilts mor(getpe.
or rfl[,rr: to perform, ramply with and abide by rack one[ carry the apreamenls, gliptglattorts, tndtlions and
covenant get forth In said note and Ibis marivepe or ellker, In file over!! the mo►Igapar falls to pay mhan
due any tax, nsgessmrflt, insnranrn premtvm or other sum of money payable by Viritse of saki note and Ihte
innApapn. Or rE161'. 1110 mnrtpapre may pay fhC sarlla. raitflOVI taa(tlfnp or affeclipg Ike option le forec[nne
or arty usher rinlrl hnrrlutder, and a[I :ark payments rboll bear intcres( from date thereof of Ike highesl law.
fill rate then ailntnerl by 16 Imes of (he Stale of Florida
Ifany stem of money har1in refe"4In be oat promptly. pall Wilhin OI.f DEYAM daps next after
The garter heramos tine, or of eneh and entry Iho af7rermalll.v. slfrill [nllans, eemr[iGom and roaenanls of said
mole and this rnorffinpe, up rf1[,rr. rim nai 1n11y performed, complied udl[, Anil abiletf by, thril the tmtfre
sum mantloned in said note, anti flits morlpagn, or lhn #nitro baL,rtrq unpaid thereon, shall Jeer([,urflh or
fhnreaftor, ni the aplian of 111a.mortpapM, her crime and ire due and payable., anything in gold note or he./etn
to the ronlrary nofulffflattinding. Paillrrr by Ihr morlpapre to exert;64 any of lha rights or options herelrt
proatded Anti not ronstiluir n U/ainer of arty rittAls or opitnull fmdrr sal!i note or this mortgage accrued or
Ibereollrr arrn/rip.
In �dltness Whertof, the. sold marlgapor keg krrennin sinned and seated these presents Eke
day "rid —yens first ahova avEllen.
Siprled, ,snaied Itl dellr- ed in the preponcr of:
`................�..« .. .... .........
blur—c r 1ZAicrti S� astti Pe 33 tie+
_.......... . t l.tn.e ..nl....,t.6.'� �.--3 A i e.......
:.. _ .....
.........� _._......�_...._......y.
b.
Oki e. n., �C. 3"1 1 3 a
`.//'��. •••••—•• — . ..........................
Shirlene Itigraltael
......................................... _........ _...... __._..... n
................ .......................................... ... .....................
�
........... _ _................... _..................... _._........................ tom
STATE OF 1'Lf1RIAA,
COUNTY nF Miami— dada
114EPRZY CERTIFY that an th(g day, before me. an
of l", rluly authodred In the Statr sto telid and in the County srorenaid to tgkr aekrrowkdgmcriu, penanafly appeared
Shirlene Ingraham
to me known to be the prrtoe dererlbod in and who ueeuted the foregoing instrument and she aehetraledged
befarr me that she executed the same.
WITNESS my hand arid official scat in the County and gvgte lggt atorriold s 11th day of
December A. D.� 2002
��ay°�e OFiOT10 TARY ARLEA l ROTARY p L Cr STA OF FLORIDA 0 ` � 1'MCtINl7tAl.elAgi
t J< " eatws7otrnsegt:a
'� GR /10�o WY aCa1N trasNN [aylMtl
IrNr Ja�lrvntrrd p ><d !y:
Aaama
SEOPW/CRA
03- 27
Is
11
12r'24/2002 22:43 305-36
STEPIiFJJ SItGtL ® rHuc rJ t
81/23/2083 26:51 45443
_ �FICE MAX- PAGE 06/06
p.l"raaa., Nufa, aAMCC FOAM as
, Floridn
= 250,000.00 M
itiami Dade CountyMN
FOR VALUE RECEIVED, the undcrAtned, (jointly And eeverolly, if am then one) proTit� t Y�e 17r 2D02
Demas Jackson, individually
of nedrr, In she era"nor beralaafnv specified,
the peindpel sum a( Two Hundred Fifty Thousand and No........ . /IUD DOLLARS
0250,000.00 ) with latereat f}em date at the rare of !f/A per coat. per annum oo the baLnee from time to lime temetnitdt anpafd.
Tee acid principal and (ntereet 6afl be payable in lawful -Warty of the Uaitad state of America at J4iaM.i Dade County
or at iucb piece to may hetrafltr be tkrignxted by written notice from the kidder to the maker bereel, on
the date and In the mAnaet folio -A :
Due on Demand. As of 1999 the balance vas $125,000. Tha Balance
grew to 0205,000 as of the end of 2000. The current balance is as
staead above.
This Nate with interest M aeured by a otortReta an real ertate of even dot hcrawith. made by the maker hereof in fi.or of the said
payce, and $hail he tx"mtrued And onfereed according to the laws of ibc Bute of Florida.
If ddsult bo nmde in the payment of any of the sumo a interest mentioned herein oe in aid mortlaae, or in the parformatece of
An of the asrernuntt contained herein or in old loKutt"t, then'the entire principal Nun cad Accrued inured shall at the option of the
ho�gor hereof become At wee due And collectible without notice, time �br�rrq� of etterce; Bad raid prncipal guar and secroed interest
th. both (rear interee from ruth lime until paid At the highett tutor adetaxwe ■rde the Lwr of the State of plaids, Failure to eaeteige
We option thou not mn,tituae a whrer of the right to taerehet the tame is the ewe of any sttbeegawl default.
Lath ptmn liable hereon whether maker of endontr, hereby Baja,.. presentment, protgl, notice
notice of prodst and calla et olio
honor ►red a`tee to pay Ail Dort,, indudiag a rt,notrabk Attorttays lae, whether molt he btoaght err net, it, after maeunq of this eats or default
hereunder, ere untler staid morWgM corn$ 111411 be empiafed ea coiled thin note tar to protect the saurity of 41d ntamugc
Whmcxr weed heroin the Iemm "holder", "maker" and 'payee" top o ceniuued in sinQalar at plural at the context my
require or admit.
Mxkcr'e Addrea r ..��µ <. ... _ f5L/1L)
950 NW Third Avenue, Miami, F1 33136 Shirlene In sham
_.._...� ._..........�....�.Y.....___._..._......._...(SEAL)
._...........-........_.�......_.._.___.._.___.�_.._.....�...._._...�..._...._._�_.__..{SEAL)
(SEAL) I -
SEOPW / CRA
03- 27
1'GI L41 MU'4 'L2: 4-1 nno-.30z I r
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OFFICIAL RECEIPT '
CLERK OF CIRCUIT & COUNTY COURT
OFFICE OF THE RECORDER
CLKL7 Oil REV. 7/01 DADE COUNTY, FLORIDA
RECORDING
FEES
{ 00 NOT USE THIS SPACE)
I
I
OFFICIAL RECORDING RECPTD 79D653
nR5 281483QEFT Zi
2002 OEG 31 13:45 OP:01 TR!M
z RECORDING FEE 15.00
W OOC STEP MTGE $75.00
INTANGIRL TAX 500.00
y KISC REVENUE 0.37
W TOTAL It370.37
t o 390.00
o CASH TEKD CHANGE .63
w i
THIS RECENT HOT VAUD UNLESS VALIDATED
INTANGIBLE
T AX
Doc
STAMPS
SURTAX
REFUND
PAYMEKT
ACCT REC
TOTAL
0**8 web eddmse: www.mlemWadtde*.com
SEOPW/CRA
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12/24/ZUUI� ie:e: 41 JtlJ-Jt)1-*1. i or crnu• ZIQQL�
_01/23/2803 16:51 95443OFFICE Ma:( PAGE�01/06
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DEMASJACKSON
1050 N.W. 750 Street
MiatrkL FL 33150
December 17, 2002
Shirlenc Jackson, President
Jackson Soul Food, Inc.
950 N.W. Yd Avenue
Miami, FL 33136
Re: Outstanding Loan Balance/Note
Dear Ms. Jackson:
This letter will confirm and vcrify that the outstanding balance on the loan is now at
S250,000 (Two Hundred Fifty Thousand and no/100 Dollars).
As of 1999, the balance was $125,000. The outstanding balance grew to 3205,000
as of the end of 2000. Currently, the balance is as stated above.
This will also coafinn that the note is due on dcn=d. In addition, the stock of the
restaurant is pledged as accurity for this loan.
Sincerely,
Dl?M v' ACK.SON
y b $LSD-lb4--;S--2rj--D
we:�na G.ervrs
�.xautei �/f �y
SEOPW / CRA
0 3 - 27
Settlement with St. John CDC
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SEOPW/ CRA
03- 27
0 0 ITEM 21
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Chairman Arthur E. Teele, Jr. and Date: March 18, 2003 File:
Members of the CRA Board
f��� Subject: Report from Special Counsel
From: Frank . Rollason References:
CRA Executive Director
Enclosures: Supporting documentation
Report from Special Counsel
a. History of Parking Lot P-5
b. Sale of P-5 to J.E.J Properties:
Resolution authorizing the sale of P-5 to J.E.J Properties
c. Settlement with St. John CDC
d. Black Archives: P-7 Lease Agreement:
Resolution authorizing the CRA to enter into a Lease Agreement with the Black Archives
e. Ward Rooming House
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sEOPw/CRA
03- 27
U
V.
History of Parking Lot P-5
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SEOPW/CRA
03- 27
RECAP OF PAG LOT #5 CONSTRUCTION AND RELATEENDITURES
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CONSTRUCTION:
Invoice #
Amount
P5 (P-3)
P-3 # 6
10,000.00
P5 (P-3)
P3-7
2,000.00
P5 (P-3)
CD060101
' 15,000.00
P5 (P-3 - partial release)
P/ KING Lot #3/ AP #3
8,000.00
P5 (P-3 CRA CD040801)
# APPLICATION
8,000.00
Total PS payments
43,000.00
DESIGN (A&E) CAP Engineering
Parking lot # 5
0000007
1,317.73
Parking lot # 5
0000006
437.52
Parking lot # 5
0000005
526.20
Parking lot # 5
0000004
420.00
Parking lot # 5
0000003
724.91
Parking lot # 5
0000001
7,761.60
Parking lot # 5
0000002
1,739.30
12,927.26
DESIGN (A&E) Bermello Ajamil & Partners
Parking lot # 5 - Reimbursables
0006080
22.00
Parking lot # 5
0003073
5,600.00
5,622.00
CONSTRUCTION MANAGEMENT - Civil Cadd
P-5 Construction Mgt.
P5-01
2,594.00
P-5 Construction Mgt.
PS-03
86.00
P-5 Construction Mgt.
WO 15
1,620.00
4,300.00
Civil Cadd- GATE DESIGN
P-5 Rolling
P5-116-01
4,000.00
LAND ACQUISITION
Acquistion & closing costs
Holland & Knight Trust
61,996.25
DEMOLITION
Demolition Masters
0000000083
9,200.00
SURVEY/PERMITS
Civil Cadd
1 CRA
9,109.10
Civil Cadd
Permits.
270.00
Civil Cadd
Permits.
1,555.20
Civil Cadd
Permits.
251.00
Civil Cadd
11,185.30
ENVIRONMENTALS
Evans Environmental (EE&G)
24006;24035;24192
1,500.00
TOTAL EXPENDITURES FOR PARIUNG LOT #5
153,730.81
Prepared by City of Mtanu CRA-February 2003
P5praW costs.xls
SEOPW/CRA
03- 27
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SEOPW/CRA
03- 27
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Why are we selling the Parking LOT P-5?
r • Redevelopment Areas in minority communities throughout the nation have a tax
P Y g
advolerm base problem whether it's slum or blight or poverty, for increasing the
real property to comparable values. One of the consequences of the City and CRA
giving away land for a dollar, or less than fair value, is that it destroys the ability
to create comparable value in the advolerm base of the CRA Redevelopment
Area. However, for Commercial Establishments the best way for them to have
higher value in the future is to have comparable values where appraisers can come
in and see that parcels of land have been sold for higher prices and as such total
value of vacant land throughout the redevelopment area rises.
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Jackson Soul Food, real property has to be replatted and there has to be a Unity of
Title Agreement prepared, which causes the Jackson Soul Food restaurant, the
parking lot, and the adjacent property owned by the same people (JEJ) be treated
as one parcel so it will be comply with the City Zoning requirements.
Parking lot -5
JEJ Properties
Jackson Soul Food
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50.00'
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Why don't we keep P-5 it and lease it?
• By selling the property it is now subject to advolerm tax value and not of a lease
not withstanding that that the leaser or lessee shall pay the advolerm taxes based
upon the life of the lease. However the amount of advolerm tax that would be paid
by the lessee would less than if they owned it.
• In findings of the State of Florida Legislature, when the Redevelopment Authority
purchases property, the State of Florida legislation strongly suggests that as the
CRA buys property for the purpose of the redevelopment plan it is to in effect
SEOM CRA
03- 27
•
SEOPW AND OMNI/CRA
CITY CLERK'S REPORT
MEETING DATE: December 16, 2002
Page No. 7
ITEM 18
A RESOLUTION OF THE BOARD OF DIRECTORS
SEOPW/CRA RESOLUTION 02-183
OF THE SOUTHEAST OVERTOWN PARK WEST
MOVED: WINTON
COMMUNITY REDEVELOPMENT AGENCY (the
SECONDED: REGALADO
"CRA") AUTHORIZING THE CRA TO ENTER INTO
ABSENT: SANCHEZ,
A PURCHASE AGREEMENT IN SUBSTANTIALLY
GONZALEZ
THE FORM ATTACHED HERETO AS EXHIBIT A
(THE "AGREEMENT) WITH JEJ PROPERTIES, INC.
("JEJ") WHO WAS THE SOLE RESPONSIVE
RESPONSIBLE BIDDER TO THE INVITATION TO
BID FOR THE SALE OF PROPERTY LOCATED AT
936 N.W. 3RD AVENUE, MIAMI, FLORIDA ("P-5")
AND FURTHER AUTHORIZING THE CRA TO
PROVIDE PURCHASE MONEY FINANCING IN
THE AMOUNT OF FORTY-ONE THOUSAND SIX
HUNDRED AND NO/100 ($41,600.00) TO BE
SECURED BY A PURCHASE MONEY MORTGAGE
ENCUMBERING P-5 TOGETHER WITH THE
ADJOINING PROPERTY AND FURTHER
DIRECTING THE CRA AND HOLLAND & KNIGHT,
AS SPECIAL TO COUNSEL TO THE CRA, TO
PROVIDE TECHNICAL ASSISTANCE TO JEJ WITH
RESPECT TO THE REPLATTING OF THE
PROPERTY 'AND ANY UNITY OF TITLE
AGREEMENTS REQUIRED WITH RESPECT TO
THE PROPERTY TO ENABLE THE PROPERTY
AND THE ADJACENT PROPERTY TO BE
REDEVELOPED IN ACCORDANCE WITH THE
CITY OF MIAMI ZONING CODES.
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SE®PW / CRA
03- 27
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SEOPW AND OMNI/CRA
CITY CLERK'S REPORT
MEETING DATE: December 11, 2001
Page No. 8
ITEM 11
A RESOLUTION OF THE BOARD OF DIRECTORS
SEOPW/CRA R-01-143
OF THE SOUTHEAST OVERTOWN/PARK WEST
MOVED: REGALADO
COMMUNITY REDEVELOPMENT AGENCY (CRA)
SECONDED: SANCHEZ
AUTHORIZING THE EXECUTIVE DIRECTOR TO
UNANIMOUS
ENTER INTO A PURCHASE AGREEMENT FOR
THE ACQUISITION OF PROPERTY LOCATED AT
910 N.W. 2ND COURT OWNED BY THE CHURCH
OF DIVINE MISSION; 1) INSTRUCTING THE CITY
ATTORNEY TO PREPARE REQUIRED
DOCUMENTS INDICATING THAT THE
ACQUISITION PRICE WILL BE FOR THE AMOUNT
OF $252,000; 2) PROVIDING FOR CLOSING.
WITHIN 90 DAYS OF EXECUTION OF THE
PURCHASE AGREEMENT; 3) PROVIDING FOR
DATE CERTAIN AS TO THE TURNOVER AND
PHYSICAL CONDITION OF SAID PROPERTY; 4)
PROVIDING FOR THE MEMORIALIZATION OF
THE RABBI KING, NAMELY A VIDEO AND
BRONZE MARKER, HIS CONTRIBUTIONS TO THE
OVERTOWN COMMUNITY; AND 5) PROVIDING
FOR THE PRESERVATION AND DELIVERY OF
HIS IMAGE THAT CURRENTLY EXISTS ON THE
WEST SIDE OF THE STRUCTURE.
ITEM 12
A MOTION DIRECTING THE CRA EXECUTIVE
SEOPW/CRA M-01-144
DIRECTOR TO ESTABLISH A SALE PRICE OF
MOVED: WINTON
$50,000 FOR PARKING LOT P5 LOCATED AT 936
SECONDED: GONZALEZ
N.W. 3RD AVENUE WITH 100% OF PURCHASE
NAYS: SANCHEZ
PRICE GOING TO THE CITY OF MIAMI'S
ABSENT: REGALADO
DEPARTMENT OF COMMUNITY DEVELOPMENT
AS PROGRAM INCOME AND WITH CONDITIONS
THAT BUYER IS TO MAINTAIN PROPERTY AS
PARKING LOT AND PROPERTY IS TO BE PUT ON
TAX ROLL.
SEOPW / CRA
03- 27
0 . 0
Board Member Sanchez: One no.
rChairman Teele: One no.
The following motion was introduced by Vice Chairman Winton, who moved for its adoption:
SEOPW/CRA MOTION NO. 01-144
A MOTION DIRECTING THE CRA EXECUTIVE DIRECTOR TO
ESTABLISH A SALE PRICE OF $50,000 FOR PARKING LOT P5
LOCATED AT 936 N.W. 3RD AVENUE WITH 100% OF PURCHASE
PRICE GOING TO THE CITY OF MIAMI' S DEPARTMENT OF
COMMUNITY DEVELOPMENT AS PROGRAM INCOME AND
WITH CONDITIONS THAT BUYER IS TO MAINTAIN PROPERTY
AS PARKING LOT AND PROPERTY IS TO BE PUT ON TAX ROLL.
Upon being seconded by Board Member Gonzalez, the motion was passed and adopted by the
following vote:
AYES: Chairman Arthur E. Teele, Jr.
Vice Chairman Johnny Winton
Board Member Angel Gonzalez
0 NAYS Board Member Joe Sanchez
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ABSENT: Board Member Tomas Regalado
8 December 11, 2001
SEOPW/CIA
03- 27
C J
I:
• Sale of P-5 to J.E.J Properties
• Resolution authorizing the sale of P-5 to J.E.J Properties
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SEOpW / CRA
03- 27