HomeMy WebLinkAboutApplication & Supporting DocumentsHolland & Knight
701 Brickell Avenue, Suite 3000 I Miami, FL 33131 I T 305.374.8500 I F 305.789,7799
Holland & Knight LLP I www.hklaw.com
January 28, 2013
VIA HAND DELIVERY
Mr. Anel Rodriguez
Administrative Assistant
Office of Hearing Boards
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
Ines Marrero-Priegues
305.789.7776
ines.marrero@hklaw.com
Re: File No. 12-0001263x - Application for Exception by AA/Miami Group, LTD.
Statement of Intent to permit a lot exceeding 40,000 square feet in the T6-8 0
Transect
Dear Mr. Rodriguez,
The undersigned is the legal representative for AA/ Miami Group, LTD, formerly known
as Anthony Abraham Chevrolet, Ltd. ("Owner"). Owner has filed two companion applications
that, together, seek to approve the re-platting.of the ±2.8 property located on the northwestern
intersection of S.W. 8th Street and S.W. 42° Avenue ("Le Jeune Road"). The principal reason
for the replatting of the Property is to vacate an alley an 10 foot wide that runs east/west through
the middle of the entire parcel.
Since approximately 1956, the Property, along with the 3.61 acre property to the east of
Le Jeune, have been the home of Anthony Abraham Chevrolet dealership. Mr. Abraham, who
recently passed away at the age of 100, was an iconic Miami businessman. At the time Mr.
Abraham purchased the various lots that comprise the Property, they consisted of various small
lots along S.W. 8th Street and slightly larger lots fronting S.W. 7th Street with a service alley in
between. When he established his car dealership in 1956, these properties were the outskirts of
the city of Miami. Today, they lie in the geographical heart of a growing and evolving city.
The AA/Miami Group, LTD and Maroone Chevrolet (AutoNation USA), the largest
automobile retailers in the United States, intend to continue to use the property for car sales. In
fact, the renovation and update of both the new sales building and service facilities on S.W. 8th
Atlanta I Bethesda 1 Boston I Chicago I Fort Lauderdale I Jacksonville 1 Lakeland' Los Angeles I Miami' New York
Northern Virginia ( Orlando I Portland I San Francisco 1 Tallahassee I Tampa' Washington, D.C. 1 West Palm Beach
Mr. Anel Rodriguez
January 28, 2013
Page 2
Street east of Le Jeune Road and the pre -owned vehicle sales facilities on the Property, have
prompted the requests of these two companion applications. The 10 foot wide alley must be
vacated because it lies in the middle of the parcel and has never provided vehicular, pedestrian or
service access.
The renovated and redesigned facilities will bring this long-standing business of our
community consistently with our modem urban development standards and in harmony with the
residential and business uses that have grown around it during the last 55 years. The new pre-
owned vehicle sales facility planned for the Property will comply with the architectural, design,
signage and landscaping criteria of Miami 21. All vehicles will be displayed in an enclosed
structure. S.W. 8th Street will be enhanced with landscaping and a pedestrian friendly feel. Just
as importantly, the redevelopment of the Property will continue to maintain and protect the 20
foot wide landscape buffer and wall along the entire frontage of the Property along S.W. 7th
Street which, for many years, has buffered the single family homes north of the Property from
the commercial uses.
In light of the Owner's intent to continue to use the Property as a 2.8 acre pre -owned
vehicle sales facility, the re --platting of the Property is proposed as one lot that exceeds the
40,000 square foot maximum restriction of the T6-8 0 transect. Subdividing the Property into
several 40,000 square foot lots would be contrary to the present and future use of the Property.
In light of the foregoing, we hope to receive your favorable review and recommendation
Should you have any questions regarding the foregoing, please do not hesitate to contact
me at (305) 789-7776 or email me at ines.marrero@hklaw.com.
Respectfully submitted by,
HOLLAND & KNIGHT LLP
la'-•-• ‘S-1.-----
Ines Marrero-Priegues
cc: Mr. Antonio Perez, Planning Department
Ms. Sandra Forges, Office of Hearing Boards
VACATION AND CLOSURE APPLICATION
PLANNING AND ZONING DEPARTMENT, HEARING BOARDS SECTION
444 SW 2nd Avenue, 3rd Floor • Miami, Florida 33130 • Telephone 305-416-2030
www.miamigov.com/hearing boards
Welcome to the City of Miami! This application is intended to serve as a guide in assisting you
with our public hearing process. Please feel free to contact us, should you have any questions.
The deadline to file the complete application with supporting documents is the last five working
days of each month from 8:00 am until 3:00 pm, except on the fifth day, until 12:00 pm.
The application submittal date is the date stamped by Hearing Boards' staff on this page.
The responses to this application must be typed and signed in black ink. All pertinent and
accurate information/documentation; i.e., the plans, reports, exhibits, shall be presented at the
time of filing, in addition to the paid receipt. The applicant is responsible for the accuracy of the
information contained in the application and all supporting materials. Should you wish, you
could bring the materials to our office for review prior to submittal to ensure completeness.
You will be responsible, if needed, to bring an interpreter for the English language to any
presentation before city boards, committees and the city commission. A valid power of attorney
will be required if neither applicant or legal counsel representing the applicant execute the
application or desire to make a presentation before city boards, committees and the city
commission. All documents, reports, studies, exhibits (8'/2x11 ") or other materials submitted
during this process will be kept as part of the record. Any documents offered to the Planning,
Zoning and Appeals Board and the City Commission, which have not been provided fifteen (15)
days before the meeting as part of the agenda materials will be entered into the record at the
discretion of the aforementioned Board and Commission.
ORDINANCE NO. 11469, CODIFIED IN CHAPTER 2, ARTICLE VI OF THE CITY CODE
STATES THAT ANY PERSON WHO RECEIVES COMPENSATION, REMUNERATION OR
EXPENSES FOR CONDUCTING LOBBYING ACTIVITIES TO REGISTER AS A LOBBYIST
WITH THE CITY CLERK, PRIOR TO ENGAGING IN LOBBYING ACTIVITIES BEFORE CITY
STAFF, BOARDS, COMMITTEES AND THE CITY COMMISSION. A COPY OF SAID
ORDINANCE IS AVAILABLE IN THE OFFICE OF THE CITY CLERK (MIAMI CITY HALL),
LOCATED AT 3500 PAN AMERICAN DRIVE, MIAMI, FLORIDA, 33133.
Ordinance No. 12918 states that each person or entity requesting approval, relief or other action
from the City Commission or any of its boards, authorities, agencies, councils or committees
regarding any issue, shall disclose at the commencement (or continuance) of the public
hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, for an
agreement to support or withhold objection to the requested approval, relief or action. The
Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold
Objection Affidavit included in this package must be submitted with the application. The
applicant must, at the commencement of any public hearing on the issue, if there is any
disclosure to report, read the disclosure into the record. Also, the applicant must supplement
the affidavit if there is any new information or additional information to disclose.
Copies of City Commission resolutions and ordinances can be obtained at our website through
the "Legislative Hub", or for certified copies, contact the City Clerk's Office at 305-250-5360.
Rev. 07-2012 1
VACATION AND CLOSURE APPLICATION
Please refer to Chapter 55 of the Miami City Code for Vacation and Closure information.
1. Applicant(s): Ines Marrero-Prieques, Esq. as authorized representative for AA/Miami Group LTD
2. Description of area: Vacate alley (6035 sq. ft.) city block on the corner of SW 8th Street to the south
and LeJuene Road to the east SW 7th Street to the north and SW 43 Avenue to the west
3. Copies of the Tentative Plat: One (1) 24x36" and one (1) 8'/2x11" prepared by a State of Florida
registered land surveyor.
4. Original sketch of surveys: a) One (1) 24x36"; b) Two (2) 11x17"; and c) One (1) 8Y2x11" prepared
by a State of Florida Registered Land Surveyor showing only the area to be vacated or closed and
the pertinent legal description of the area, within one year from the date of application.
Opinion of Title addressing the reversionary rights, if any. Note: An update is required if more than
three (3) months elapse before Zoning Board or City Commission approval.
6. Signed Tentative Plat letter from Public Works indicating Plat & Street recommendation.
7. A clear and legible copy of the recorded warranty deed and tax forms of the most current year
showing the present owner(s) and legal description of the property.
8. A clear and legible copy of the legal description and sketch of area to be vacated, labeled as
"Exhibit A". The original 8%x11" sketch of survey in #3 above can be labeled, "Exhibit A".
9. At least two photographs showing the entire property showing land and improvements.
10. Copy of the lobbyist registration processed by the Office of the City Clerk, if applicable.
11. Affidavit of Authority to Act and the Disclosure of Ownership of all owner —and contract purchasers,
if applicable —of the subject property.
12. For all corporations and partnerships indicated:
a) Articles of Incorporation;
b) Certificate from Tallahassee showing good standing, less than one (1) year old;
c) Corporate Resolution or a Power of Attorney signed by the secretary of the Corporation
authorizing the person who signed the application to do so;
d) Non-profit organizations: A list of Board of Directors less than one (1) year old.
13. Certified list of owners of real estate within 500 feet of the subject property.
14. Original Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold
Objection Affidavit.
15. The subject property(ies) cannot have any open code enforcement/lien violations.
16. What is the acreage of the project/property site? 2.8
17. What is the purpose of this application/nature of proposed use? Vacate alley — car dealership
Rev. 07-2012
VACATION AND CLOSURE APPLICATION
18. Is the property within the boundaries of a historic site, historic district or archeological zone?
Please contact the Planning and Zoning Department on the 3rd Floor for information. No
19. Is the property within the boundaries of an Environmental Preservation District? Please contact the
Planning and Zoning Department on the 3rd Floor for information. No
20. What would be the anticipated duration of the presentation in front of the:
❑ Planning, Zoning and Appeals Board 20 min and/or ❑ City Commission 20 min
21. Cost of processing according to Section 62-22 of the Miami City Code*:
Vacation of public right-of-way:
Original submittal:
a. Per square foot of right-of-way $ 2.00
Minimum $ 3,000.00
Maximum (Re -submittals) $ 4,000.00
b. Advertising $ 1,500.00
c. Mail notice fee per notice $ 4.50
d. Meeting package mailing fee per package $ 6.00
*Fees over $25, 000.00, shall be paid in the form of a certified check, cashier's check, or money order.
Signature
Name: Ines Marrero-Pt'iegu4s, Esq.
Holland & Knight, LLP
Legal Representative3
Telephone 305-665-2222
Address 701 Brickell Avenue, Suite 3000
Miami, FL 33131
E-mail ines.marrerohklaw.com
STATE OF FLORIDA -- COUNTY OF MIAMI-DADE
The foregoing was acknowledged before m this 4C� day of bece_rnber
20 )Z , by I.17/'S /-(Cuero -'r, s ! E5 cf.
who is a(n) individual/partner/agenticorporation of-' a(n)
individual/ artne /corporation. He/She is personally known to me or who has produced
as identification and who did (did not) take a oath.
(Stamp)
"F� SIUBY FLEITES
Z.0 w� / i*e MY COMMISSION 6 DD 858036
EXPIRES: April 16, 2013
r t, Bonded Thru Notary Public Underwriters
Signature
Rev. 07-2012 3
VACATION AND CLOSURE APPLICATION
AFFIDAVIT OF AUTHORITY TO ACT
Before me this day, the undersigned personally appeared Ines Marrero-Prieques, Esq.
who being by me first deposes and says:
1. That she is the legal representative of the owner, submitting the public hearing application as
required by the Code of the City of Miami, Florida, affecting the real property located in the City of
Miami, as listed on the foregoing pages.
2. That all owners who he/she represents, if any, have given his/her full and complete permission for
him/her to act in his/her behalf for the change or modification of a classification or regulation of
zoning as set out in the foregoing petition, RI including or ❑ not including responses to day to day
staff inquires.
That the foregoing and following pages are part of this affidavit and contain the current names,
mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is
the owner or legal representative.
4. That the facts, as represented in the application and documents submitted in conjunction with this
affidavit, are true and correct.
Further Affiant sayeth not.
Ines Marrero-Priegues, Esq.
Authorized Legal Representative
Applicant(s) Name
aL... /t-�
STATE OF FLORIDA -- COUNTY OF MIAMI-DADE
Ap'plicant( ) Si ature
The foregoing was acknowled ed before me the T day of b�e
eCernr
20 /. , by CvPS led
/�ti ti-tAt_s ES •
who is a(n) individual/partner/agent/corporation of `l a(n)
individual/partnership/corporation. He/She is personally known to me or who has produced
as identification and who did (did not) take n oath.
(Stamp)
Yea;
SIUBY FLEITES
...: MY COMMISSION OD 858036
t7r( EXPIRES: April 16, 2013
Bonded Thru Notary Public Underwriters
Signature
Rev. 07-2012 4
VACATION AND CLOSURE APPLICATION
DISCLOSURE OF OWNERSHIP
1. List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code
requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a
presentation, request or petition. Accordingly, disclosure of shareholders of corporations,
beneficiaries of trusts, and/or any other interested parties, together with their address(es) and
proportionate interest are required. Please supply additional lists, if necessary.
Owner's Name(es) AA Miami
Group, Ltd. F/K/A Anthony Abraham Chevrolet
Company, Ltd.
Percentage of Ownership See Exhibit "B" attached
Subject Property Address(es) 4201 SW 8th Street, 4251 SW 8th Street, 4261 SW 8th Street, 4283
SW 8th Street
2. List all street address(es) and legal description(s) of any property located within 500 feet of the
subject property owned by any and all parties listed in question #1 above. Please supply additional
lists, if necessary.
Street Address(es): Legal Description(s):
See Exhibit "C" attached See Exhibit "C" attached
e'6 Orrery - PrI C 3,0C ,/% Owners or Attorne Name() y�
STATE OF FLORIDA -- COUNTY OF MIAMI-DADE
Owner ) or Att ney gnature
The foregoing was acknowledge'� d before me is 7"day of 2ectr»6Pr
C n �PS cc,^�c r�ry - �i r
20
IA by
who is a(n) individual/partner/agent/corporation c a(n)
individual/partnership/corporation. He/She issersonally known to me or who has produced
as identification and who did (did not) take a oath.
(Stamp).
SIUBY FLEITES
MY COMMISSION # DD 858036
EXPIRES: April 16, 2013
; ` Fronded Thru Notary Public Underwriters
a>s.
Signature
Rev. 07-2012
5
Exhibit B
Disclosure of Interest
AA Miami Group, Ltd. (Property Owner/Applicant)
(formerly known as "Anthony Abraham Chevrolet Company, Ltd."
Limited Partners:
ARA Associates Ltd.
Thomas G. Abraham
Thomas H. Malouf
George Abraham
Norma Jean Abraham
Judith Baker
Marion Jones
General Partner:
52.86%
7.69%
7.69%
7.69%
7.69%
7.69%
7.69%
AA Miami, Inc., General Partner 1.0%
ARA Associates Group, LTD Ownership is as follows:
Limited Partners:
ARA Trust f/b/o Thomas G. Abraham
ARA Trust f/b/0 George J. Abraham
ARA Trust f/b/o Marion T. Jones
ARA Trust f/b/0 Judith A. Baker
ARA Trust f/b/0 Norma Jean Abraham
ARA Trust f/b/o Thomas H. Malouf
Abraham Family Trust
General Partner
17.818%
17.818%
17.818%
17.818%
17.818%
8.909%
1.000%
ARA Group, Inc. 1.0%
Exhibit B (Disclosure of Interest)
Page 2
Abraham Family Trust
The following are the percentage of beneficial interests of the trust
Trust f/b/o Thomas H, Malouf
Trust f/b/o Thomas G. Abraham
Trust f/b/o George J. Abraham
Trust f/b/o Marion T. Jones
Trust f/b/o Judith A. Baker
Trust f/b/o Norma Jean Abraham
ARA Group, Inc.
9.10%
18.18%
18.18%
18.18%
18.18%
18.18%
Abraham Family Trust 100%
AA Miami Inc.
Abraham Family Trust 80%
Thomas G. Abraham 10%
Thomas H. Malouf 10%
al./ ii" " c .'
Property Information:
Folio
01-4105-039-0010
Property Address
4181 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 SOUTH DIXIE HWY STE#241
CORAL GABLES FL
33146-2937
Primary Zone
6100 COMMERCIAL - NEIGHBORHOOD
Use Code
0019 AUTOMOTIVE OR MARINE
Beds/Baths/Half
0/0/0
Floors
2
Living Units
0
Adj. Sq. Footage
82,960
Lot Size
3.61 ACRES
Year Built
1956
Legal Description
BREVOORT PLACE REV PB 35-2
TR 1 & LOTS 1 THRU 4 BLK 1
OF BREVOORT PLACE PB 9-178
LESS EXT AREA OF CURVES IN SE
COR
OF LOT 1 & SW COR OF TR 1
LOT SIZE 157403 SQ FT
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$4,706,350
$4,910,974
Building Value
$2,097,077
$2,124,169
Market Value
$6,803,427
$7,035,143
Assessed Value
$6,803,427
$7,035,143
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $6,803,427
$0 / $7,035,143
School Board
$0 / $6,803,427
$0 / $7,035,143
City
$0 / $6,803,427
$0 / $7,035,143
Regional
$0 / $6,803,427
$0 / $7,035,143
Sale Information:
Date Amount Recording Qualification Code
Book -Page
10/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record.
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Thursday, September 13, 2012
Property Information:
Folio
30-4108-034-0010
Property Address
4000 SW 8 ST
Owner Name(s)
ANTHONY R ABRAHAM
Mailing Address
1320 S DIXIE HWY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
6400 COMMERCIAL - CENTRAL
Use Code
0066 EXTRA FEA OTHER THAN
PARKING
Beds/Baths/Half
0/0/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
10,000 SQ FT
Year Built
0
Legal Description
8 54 41 .23 AC
TRAIL TERRACE REVISED PB 38-17
N100FT OF E100FT OF N1/2 TRACT 1
LOT SIZE 10000 SQUARE FEET
OR 14350-465 0489 3
OR 00000-0000 0489 01
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$427,500
$450,000
Building Value
$5,327
$5,394
Market Value
$432,827
$455,394
Assessed Value
$432,827
$455,394
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
n
N
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $432,827
$0 / $455,394
School Board
$0 / $432,827
$0 / $455,394
City
$0 / $0
$0 / $0
Regional
$0 / $432,827
$0 / $455,394
Sale Information:
Date Amount Recording Qualification Code
Book -Page
4/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record,
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov
Generated on: Thursday, September 13, 2012
Property Information:
Folio
30-4108-034-0020
Property Address
4020 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HVVY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
6400 COMMERCIAL - CENTRAL
Use Code
0081 VACANT LAND
Beds/Baths/Half
0/0/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
10,000 SQ FT
Year Built
0
Legal Description
8 54 41 .23 AC
TRAIL TERRACE REVISED PB 38-17
W100FT OF N100FT OF N1/2 TR 1
LOT SIZE 100.000 X 100
OR 15587-0275 0792 5
OR 00000-0000 1089 01
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$450,000
$450,000
Building Value
$0
$0
Market Value
$450,000
$450,000
Assessed Value
$450,000
$450,000
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
a
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $450,000
$0 / $450,000
School Board
$0 / $450,000
$0 / $450,000
City
$0 / $0
$0 / $0
Regional
$0 / $450,000
$0 / $450,000
Sale Information:
Date Amount Recording Qualification Code
Book -Page
10/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
9/1978
$96,000
10148-0525
Sales which are qualified
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record.
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Thursday, September 13, 2012
Property Information:
Folio
30-4108-034-0030
Property Address
802 SW 40 AVE
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HWY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
6200 COMMERCIAL - ARTERIAL
Use Code
0081 VACANT LAND
Beds/Baths/Half
0/0/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
25,708 SQ FT
Year Built
0
Legal Description
TRAIL TERRACE REVISED PB 38-17
S1/2 OF TRACT 1 & S14.11FT M/L
OF N1/2 OF TRACT 1
LOT SIZE 129.110 X 200
OR 15587-0275 0792 5
OR 00000-0000 1089 01
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$976,904
$976,904
Building Value
$0
$0
Market Value
$976,904
$976,904
Assessed Value
$976,904
$976,904
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $976,904
$0 / $976,904
School Board
$0 / $976,904
$0 / $976,904
City
$0 / $0
$0 / $0
Regional
$0 / $976,904
$0 / $976,904
Sale Information:
Date Amount Recording Qualification Code
Book -Page
10/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
3/1979
$130,000
10359-2457
Sales which are qualified
12/1975
$78,000
00000-0000
Sales which are qualified
7/1974
$125,000
00000-0000
Sales which are qualified
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record.
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Thursday, September 13, 2012
Property Information:
Folio
30-4108-037-0030
Property Address
4130 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HWY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
6400 COMMERCIAL - CENTRAL
Use Code
0019 AUTOMOTIVE OR MARINE
Beds/Baths/Half
0/0/0
Floors
1
Living Units
0
Adj. Sq. Footage
2,907
Lot Size
20,475 SQ FT
Year Built
1973
Legal Description
WHITESIDE PARK
PB 13-50
LOTS 10 THRU 14 & E5FT LOT 15 &
15FT ALLEY LYG N & ADJ TO LOTS 13
& 14 BLK 1
LOT SIZE 20475 SQ FT
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$921,375
$921,375
Building Value
$173,304
$175,475
Market Value
$1,094,679
$1,096,850
Assessed Value
$1,094,679
$1,096,850
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $1,094,679
$0 / $1,096,850
School Board
$0 / $1,094,679
$0 / $1,096,850
City
$0 / $0
$0 / $0
Regional
$0 / $1,094,679
$0 / $1,096,850
Sale Information: '
Date Amount Recording Qualification Code
Book -Page
10/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
8/1978
$220,000
10124-0'007
Sales which are qualified
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record.
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Thursday, September 13, 2012
6of
Property Information:
Folio
01-4105-044-0010
Property Address
621 SW 42 AVE
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HWY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
4800 PLANNED RESIDENTIAL OFFIC
Use Code
0065 PARKING/VACANT LOT
ENCLOSED
Beds/Baths/Half
0/0/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
13,770 SQ FT
Year Built
0
Legal Description
5 54 41
LE JEUNE PLACE PB 22-44
LOTS 1 TO 6 INC LESS R/W
LOT SIZE 153.000 X 90
OR 15587-0275 0792 5
OR 00000-0000 1089 01
Assessment Information:
Current Previous
Year
2012
2011
Land Value
$578,340
$578,340
Building Value
$18,265
$18,496
Market Value
$596,605
$596,836
Assessed Value
$596,605
$596,836
Exemption Information:
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civilian Disability
$0
$0
Widow(er)
$0
$0
Disclaimer:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial Photography 2010
Taxable Value Information:
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
$0 / $596,605
$0 / $596,836
School Board
$0 / $596,605
$0 / $596,836
City
$0 / $596,605
$0 / $596,836
Regional
$0 / $596,605
$0 / $596,836
Sale Information:
Date Amount Recording Qualification Code
Book -Page
10/1989
$0
00000-0000
Sales which are disqualified as
a result of examination of the
deed
The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or its
interpretation. Although this website is periodically updated, this information may not reflect the data currently on file at Miami -Dade County's systems of record.
The Property Appraiser and Miami -Dade County assumes no liability either for any errors, omissions, or inaccuracies in the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miami -Dade County full
disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp.
Property information inquiries, comments, and suggestions email: pawebmail@miamidade.gov
GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Friday, September 14, 2012
Opinion of Title
To: CITY OF MIAMI, a municipal corporation
With the understanding that this Opinion of Title is furnished to CITY OF MIAMI,
FLORIDA in compliance with Section 55-8 of the Miami City Code and as an inducement for
acceptance of a proposed final subdivision plat covering the real property hereinafter described. It
is hereby certified that we have examined that certain Commitment for Title Insurance under
Order No. 3542608 covering the period from the beginning to June 27, 2012 at 11:40 p.m.,
inclusive ("Abstract"), of the following described real property:
See Exhibit A attached hereto and made a part hereof.
Basing our opinion on said Abstract covering said period we are of the opinion that on the
last mentioned date the fee simple title to the above described real property was vested in:
AA/Miami Group, Ltd., a Florida limited partnership, fka Anthony Abraham Chevrolet
Company, Ltd., a Florida limited partnership
Subject to the following encumbrances, liens, and other exceptions:
GENERAL EXCEPTIONS:
1. All taxes for the year in which this opinion is rendered and subsequent years.
2. Rights of parties in possession other than the above owner, including, without limitation,
the tenant identified in Number 9 below.
3. Facts that would be disclosed by an accurate survey.
4. Any unrecorded labor, mechanics or materialmen's liens.
5. Zoning and other restrictions imposed by governmental authority.
SPECIAL EXCEPTIONS:
6. Covenant To Run With The Land executed by Coral Realty Corporation, a Florida
corporation, in favor of the City of Miami dated February 7, 1958 and recorded March 26,
1958 in Official Records Book 743, Page 258.
7. Easement for installation and maintenance of public utilities over the rear 5 feet of Lots 5, 6
and 7, Block 3, TRAJUNE PARK, Plat Book 14, Page 22, as contained in Deed dated January
25, 1927 and recorded February 7, 1927 in Deed Book 1049, Page 56.
8. Easement for installation and maintenance of public utilities over the rear 5 feet of Lots 21
and 22, Block 3, TRAJUNE PARK, Plat Book 14, Page 12, as contained in Deed dated April
14, 1927 and recorded November 14, 1927 in Deed Book 1156, Page 202.
FTL_ACTIVE 4198185.2 1
9. Lease between Anthony Abraham Chevrolet Company, Ltd. and Abraham Chevrolet -
Miami, Inc. as evidenced by the Memorandum of Lease recorded in Official Records
Book 18134, Page 455.
Therefore, it is our opinion that the following parties must join in the platting of the above
described real property in order to grant CITY OF MIAMI, FLORIDA and the public, a good and
proper title to the dedicated areas shown on the final plat of the aforedescribed property, the
subdivision thereof to be known as
Name
AA/Miami Group, Ltd., a
Florida limited partnership,
fka Anthony Abraham
Chevrolet Company, Ltd., a
Florida limited partnership
Interest Special Exception Number
(fee simple)
N/A
I, the undersigned, further certify that I am an Attorney at Law duly admitted to practice in
the State of Florida, and am a member in good standing of the Florida Bar.
Respectfully submitted this l Oth day of July, 2012.
Gunster Yoakle P.A.
By:
Daniel Mackler
Address: 450 E. Las Olas lvd., Suite 1400,
Fort Lauderdale, FL 33311
FTL_ACTIVE 4198185.2 2
Exhibit A
All of Block 3 of TRAJUNE PARK, according to the plat thereof as recorded in Plat Book 14, Page 12, of the Public
Records of Miami - Dade County, Florida, less and except the following three parcels:
A. All that part of Lot 1 in Block 3 of TRAJUNE PARK, according to the plat thereof as recorded in Plat Book
14, Page 12, of the Public Records of Miami - Dade County, Florida, that lies East of a line that is 44.5 feet
West of, as measured at right angles, and parallel to the East line of the Southwest 1/4 of Section 5,
Township 54 South, Range 41 East; and
B. All that part of Lots 35, 36, 37 and 38 in Block 3 of TRAJUNE PARK, according to the plat thereof as
recorded in Plat Book 14, Page 12, of the Public Records of Miami - Dade County, Florida, that lies East of
a line that is 44.5 feet West of , as measured at right angles and parallel to the East line of the Southwest 1/4
of Section 5, Township 54 South, Range 41 East; and
C. That parcel of land lying in Section 5, Township 54 South, Range 41 East, Miami -Dade County, Florida,
being those portions of Lots 1 and 2, in Block 3, of TRAJUNE PARK, according to the plat thereof as
recorded in Plat Book 14, Page 12, of the Public Records of Miami - Dade County, Florida, which lies
within the external area formed and bounded by a 25.00 foot radius circular curve concave to the Northwest
bounded by and being tangent to the South boundary of said Lot 2 and bounded by and being tangent to a
line being 9.5 feet West of a parallel with the East boundary of said Lot 1.
FTL_ACTIVE 4198185.2 3
July 24, 2012 ,
EXHIBIT "A"
LEGAL DESCRIPTION:
That portion of the 10 foot East-West alley in Block 3 of TRAJUNE PARK, according to
the Plat thereof recorded in Plat Book 14, at Page 12, of the Public Records of Miami -
Dade County, Florida, which is bounded on the West by the Northerly prolongation of
the West line of Lot 24 in said Block 3 and is bounded on the East by a line that is 44.5
feet West of, as measured at right angles to, and parallel with the East line of the
Southwest 1/4 of Section 5, Township 54 South, Range 41 East, Miami -Dade County,
Florida; containing 6,035 square feet more or less.
This Exhibit consists of 2 pages and each page shall not be considered full, valid and
complete unless attached to the other.
Page 1 of 2
E.R. BROWNELL & ASSOCIATES, INC.
25'
SW
EXHIBIT "A"
7th STREET
N
1 I 1 1 1
25 26 I 27 I 28 I 29 BLOCK1 30 1 31 I 32
603. 52'
33
34
38
37
36
WI(r)
__44. 5, _ = rn
Z
L1J
11, >- z
r---- 35 can
/// % I // 7 //7 /1 / /J/>/mil%//
10' LLE f Pi 14 PG 2) E, 0351 SO h
24 123
22 121 120 119
18
17
16
15 I14 I13 I12 11 I10
9
87I65
4
3
2
SW 8th STREET (TAMIAMI TRAIL)
SURVEYOR'S NOTES:
DENOTES CENTERLINE
DENOTES SECTION LINE
PB,PG DENOTES PLAT BOOK, PAGE
(SR No. 90 US 41)
'� 44.5. �
fn
THIS IS SKETCH DOES NOT REPRESENT
A FIELD BOUNDARY SURVEY P E 2 of 2
PREPARED BY: ' ''--i-fr"
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
TRAJUNE PARK
(PB 14-PG 42)
E.R. BROWNELL & ASSOCIATES, INC.
LAND SURVEYORS - CONSULTING ENGINEERS
2434 SW 28th LANE MIAMI, FL 33i33 (305)860-3866
DR. BY : TB
DATE : 07-24-i2
JOB * 57468
SCALE: 1" = 40'
sK. SM-2541
THIS DOCUMENT CONSISTS OF MULTIPLE PAGES AND IS NOT COMPLETE UNLESS ATTACHED TO THE OTHER
CERTIFICATE OF AUTHORIZATION: LB761
CITY OFMIAMI
DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO
SUPPORT OR WITHHOLD OBJECTION
The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its
boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the
issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or
withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee,
commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or
implied, or any promise or agreement to provide any of the foregoing in the future.
Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or
any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners'
legal representative are not required to fill out this form.
NAME: Thomas G. Abraham
HOME ADDRESS:
CITY:
(First Name)
(Middle) (Last Name)
(Address Line 1)
HOME PHONE:
EMAIL:
(Address Line 2)
STATE: Florida ZIP:
CELL PHONE: (305) 665-2222
FAX:
BUSSINESS or APPLICANT or ENTITY NAME
AA/Miami Group,Ltd. F/K/A Anthony Abraham Chevrolet Company
BUSINESS ADDRESS: 1320 South Dixie Highway, Suite 241
(Address Line 1)
Coral Gables, Florida 33146
(Address Line 2)
1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board,
authority, agency, council, or committee.
To allow maximum lot size of 40,000 sf to be increased to 132,977 sf for future
development
2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to
support or withhold objection to the requested approval, relief or action?
❑ YES ❑X NO
If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If
your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement.
Doc. No.:86543
3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided
or committed.
Name Address Phone#
a.
b.
c.
* Additional names can be placed on a separate page attached to this form.
4. Please describe the nature of the consideration.
5. Describe what is being requested in exchange for the consideration.
ACKNOWLEDGEMENT OF COMPLIANCE
I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent
Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance;
or civil penalties that may be imposed under the City Code, upon determination by the
disclosure requirement was not fully and timely satisfied the following may occur:
1. the application or order, as applicable, shall be deemed void without
effect; and
2. no application from any person or entity for the same issue shall
considered by the applicable board(s) until expiration of a period
nullification of the application or order.
the disclosure requirements of
and that in addition to the criminal
City Commission that the foregoing
further force or
be reviewed or
of one year after the
PERSON SUBMITTING DISCLOSURE:
igna ure
TH /n/46 6 . /38 AtA-irt PRFsi EAJT 6F /m AA/la/77/, .TsuC .1
te-apP.eN4 . PRRriJ e ,c,"-AA NM -in/ 6erxif .t_�-d .,
F/K/R geeAgAin cNfvRaCcTCorr,a ivy/ 1:1d.
Sworn to and subscribed before me this -,,' dal' of - -OAc(,s-,hc,�__ , 200 __ . The foregoing
instrument was acknowledged before me by Thatnu4S 6. A9ialgigm (*EsidENT who has produced
as identification and/or is personally known to me and
who did/did not take an oath.
STATE OF FLORIDA
CITY OF MIAMI
��
MY COMMISSION N arm
ry
EXPIRES: & 4 L 4-cLL.n
r1rl ( c�ScrlC-7EL
Print arm
n ; I STELLA ANN ROSENFELD
�,�. Notary Public - State of Florida
Doc. No..86 .'_ 1G ._ „ „ 1 2016 Page 2
Return to: Ir,1l0 ooll.•ddnlwd stamped .nrd.psl
Room
nw Mu,nrnt Prepared by. JACK Q. ADMIRE. ESQ.
Ai.rv. slavdn, Admire a MANIA
2611 ►ono. D. Loon wvr, arar 320
Corr Gablea. a 3313E
Air• ENNAroom Penal 1. rooTto ,n I I nouns.la01J 10da3I0T30
.r e1J104.3107I0
r enNMU B.L. Ilel'. '
Own*
Go .uau 1 t Cal:
Nano
NECfWDL VD,1.0t_ AE COrtDS DOV
n, t1 Of COON, r..IOWCY
,WCO'1U year.CD
laAavEV HUVIN
cutm cmcser opual
SPACE NOVI Too{ UNl FOR PROCESSING DATA
R«: I793924 Q
98RO 14754 199E JAN 12 15:53
DOCSTPDEE 2,700.00 SURTX 2,025.01)
HARVEY RUVIN1 CLERK DADE COUNTY; FL
&PACT ABOVE T1III UN( FOR AICO/ICANO DATA _
WARRANTY DEED ( STATUTORY FORM - SECTION 689.02, F.S.)
This Indenture, nude d is 7 f h day of January. 1998, Between Raymond A. Ball and Dorothy K. Bail, as
Trustees of the Raymond and Dorothy Ball Trust Q5Lad May 11, 1993 of the Crory of State
of Rorida,gmnior•,ard Anthony Abraham Chevrolet Company ,Ltd. ,a riorxda -LINO
poet office address is Lii k / S �l flit. S t 9113 y of the County of Mlemi-0eda, State of Florida, gnotoo tt i
Witnesseth that said grantor, for and in comideration of the sum of Teo and No1100 Dollars (SI0.00) ,
and other goes/ and valuable consideration to laid grantor in had paid by said grantee, the receipt whereof is hereby acknowledged.
lltis gamed and soli to the said grantee, and grantee's heirs and assigns forever, the following described lad, situate, lying and
being in Miami -Dade County(, Florida, to -wit:
Lots 8 through 15, 18, 19, 20 and 31, Block 3, TRAJUNE PARK, according to the Plat thereof, as
recorded in Plat Book 14, Page 12, of the Public Records of Dade County, Florida.
Subject to parties in possession, matters of plat, existing zoning and governmental regulations and
environmental conditions and taxs for 1998 and subsequent years.
and said game (lose hereby fully warrant the title to said land, and will defend the same against the lawful claims of .l1 persons
whomsoever.
•'Grader' and 'broadly' are used for singular or plural, as coolest (ENDEARS.
hi Witness Whereof, grantor ha hereunto set grantor's hand and seal the day and yaw first above written.
Signed sanded and delivered in ow peewee:
w
rn
nisei tlaa.
\IZ5 4 EMc!G
C.Fla_k4„6„.
0
dlavaord Il`ZM.Lst lrutni of tM Wound aril Dorothy Bali
Thee dad 11. ISO
hW sees
y.D. Box 1151. flat PalBtlu. fl 32131
re. Moe Ayr+
Trust dated Ray 11, 1993
r.0. Box 831. East Palattn FL 32131
Poo OfMc Aadrom
STATE OF FLORIDA
COUNTY OF,vl
The foregoing instrument was acknowledged before me This % '-tlay of January, 1998 by Raymond A. Ball and
Dorothy K. Bali. as Trustees of the Raymond and Dorothy Ball Trust dated May 11. 1993, who are pleaondly_
know Ft -Di
Of who have produced a
.DL OO Olt Il 1 Sn a identification and did take an oath.
My Commissioo Expires: $` 1l) \cf:i
NOTARY PUBLIC:
Print kern.: 1 Q F Io u i .
Kiw, bar y
State of Florida at Large ts.ro
Ptopotty'Infonnet on:
Folio
01-4105-021.0240
Properly Address
4201 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HWY STE 241
CORAL GABLES FL
33146-2937
Primary Zone
6600 COMMERCIAL - LIBERAL
Use Code
0066 EXTRA FEA OTHFR THAN
PARKING
Beds/Baths/Half
0/0/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
48,576 SO FT
Year Built
0
Legal Description
TRAJUNE PARK
PB 14-12
LOTS 1 THRU 7 8 LOTS 32 THRU 38
BLK 3 8 S5FT ALLEY LYG S OF LOTS
32 THRU 35 8 N5FT ALLEY LYG N OF
LOTS 1 THRU 7 CLOSED PER R-97-216
Assessment ;Inlormntlon .
Current Previous
Year
2012
2011
Land Value
$1,982,158
$2,063,948
Building Value
$60,325
860,325
Market Value
$2,042,483
$2,124,273
Assessed Value
$2,042,483
$2,124,273
Exemption lnformallon,
Current Previous
Year
2012
2011
Homestead
$0
$0
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Disability
$0
Civlllan Disability
$0
$0
WIdow(er)
$0
$0
Disclaimer:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT .
Honorable Pedro J. Garcia
Property Appraiser
Aerial PhoWar•obr 2010
Ta)cable, Vattte lnlornlatl,9n '' :.f
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
S0 / $2,042,483
$0 / $2,124,273
School Board
$0 / $2,042,483
$0 / $2,124,273
City
$0 / $2,042,483
$0 / $2,124,273
Regional
$0 / $2,042,483
$0 / $2,124,273
Sao Ii1(otmatlotl
Date Amount Recording Quallficatton Coda
Book -Page
10/1989
$0
'00000.0000
Stiles which are disqualified es
a result of examination of the
deed
'2' ()
it
2 a
The Office of the Property Appraiser and Mlarnl-Dade County are continually editing end updating the tax roll and GIS data to reflect are latest property information
end GIS positional accuracy. No warranties, expressed or Implied, are provided for data and the positional or thematic accuracy of the data herein, Its use, or its
Interpretation. Ahhough this webeite Is periodicatty updated, This information may not reflect ale data current;y on file at Miami -Dade Couniys systems of record.
The Property Appraiser end Miami -Dade County assumes no liebrlily either for any errors, omissions, Of inaccuracies In the Information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the use, kt rollarxo upon any informal:on provkled herein. See Miami -Dade Count full
eisdelmer and User Agreement at http://wwo.mlamidede.govfinfoidrsclairner.asp.
Property Information Inquiries, comments, and suggestions email: pawehmal@rnlanvdede.gov
GIS inquldes, comments, end suggestions email: g:s@mdamldado.gov Generated on: Thursday, September 13, 2012
ic)
propeity Iniormat on . `.
Folio
01-4105.021.0290
Property Address
4281 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEVROLET CO
LTD
Mailing Address
1320 S DIXIE HWY SUITE 241
CORAL GABLES Ft
33146-2937
Primary Zone
6600 COMMERCIAL - LIBERAL
Use Code
0013 OFFICE BUILDING
Beds/Baths/Half
1/1/0
Floors
1
Living Unite
0
Adj. Sq. Footage
447
Lot Size
50,902 SO FT
Year Built
1940
Legal Description
TRAJUNE PARK
PB 14-12
LOTS 16&17&LOTS 2ITHRU 30
BLK 3 & N & S5FT OF ALLEY LYG N
OF LOTS 16 &'17 8 21 THRU 24 &
S OF LOTS 25 THRU 30 & ADJ CLOSED
Assosamont (nformatlon ,
Curront Previous
Year
2012
2011
Land Value
$2.036,080
$2,038,090
Building Value
$28,595
$28,631
Market Value
$2,084,675
$2,064,711
A d Value
32,084,875
$2.064,711
Exenppt)o, ;lntortgailon
Current Previous
Year
2012
2011
Homestead
$O
S0
2nd Homestead
S0
$0
Senior
$0
S0
Veteran Disability
$0
Civilian Disability
S0
$0
Widow(or)
SO
SO
Disclaimer
MIAMI-DADE COUNTY
OFFICF. OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garde
Properly Appraiser .
ywt; rd� i r iv, iv if '$-
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Aerial Pho-.earephy 2010
Tasab)e Value Information
Current Previous
Year
2012
2011
Exemptonfaxable
Exemption/Taxable
County
• SO / $2,064,675
$0 / S2,064,711
School Board
$0 / $2,084,875
$0 / $2,084,711
City
SO / $2,084,875
S0 / $2,064,711
Regional
$01$2,064,676
S0 / $2,064,711
Sato IlifoRl00loiii �, : >' ,
. r _
Date Amount Recording Qualification Code
Book -Page
10/1989
S0
00000-0000
Sales which ere disqualified as
a result of examination of the
deed
7/1978
31
00000-0000
Sales which are dtsquafdfed as
a result of examination of the
deed
12/1976
$115,000
00000-0000
Sales which are disqualified as
a result of examination of the
deed
The Office of the Property Appraiser and Miaml-Dade County ere continually editing and updating the tax roll and GIS dale to retied the latest property Information
end GIS positional acdtracy. No warranties: expressed or Implied, are provided for data and the positional or thematic accuracy of the data herein, its use, or Its
Interpretation. Although Oita webstte Is periodically updated, this Information may not relied the dale currently on file at Mlaml-Dade County's systems of record.
The Property Appraiser and Mlaml-Dede County assumes no liability either for any errors, omissions, or Inaccuracies in the information provided regardless of the
cause of such or for any decision made, action brken, or action not taken by the user In reliance upon any Information provided herein. See Miaml-0ade County lull
disclaimer and User Agreement at http./Mnvsv.nlerr✓dade.govfinfddisdeimer,asp.
Property Information inquiries, common s, end suggestions emit pawebmaih@mlarridede.gov
GIS Inquiries, comments, and suggestions email: g:sgmlamfdade,gov Generated on: Thweday, September 13, 2012
I5BO OCI 2(1 Pi, 3, 55
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n of :It;I. :? •t. I'^_1cr1
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Ricit,:rd P. CrinLtr, LI;'+A, Lade Luunty, Fla.
i3 c f-o-6h ° - DC
J✓
r+ ,? THIS INDENTURE, made thin 19th day of October, 1989, between
ANTHONY R. ABRAHAM, a single man, individually and as Trustee,
GRANTOR, and ANTHONY ABRAHAM CHEVROLET COMPANY, LTD., a Florida
Limited Partnership, GRANTEE, whose Federal Identification Number
has been applied for, and whose address le 6600 S.W. 57th Avenue,
Miami, Florida 33143.
9Z386310 man mo arum itt
RIt43o2pG 880 MERRIL
IMI1AMIF11apEMEYER
0 WEISS
1111 t NCUIROADM1AU SURE 500
MM ilARi 7313139-2491
$12•]92
WARRANTY DEED
WITNESSETH:
That said Grantor, for and In consideration of the sum of TEN
($10.00) DOLLARS, and other good and valuable considerations, to
said Grantor in hand paid by said Grantee, the receipt whereof is
hereby acknowledged, have granted, bargained and Sold to the said
Grantee and Grantee's succeesore and assigns forever, the following
described land, situate, lying and being in Dade County, Florida:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
SUBJECT TO:
Taxes for the current and subsequent years.
Applicable zoning ordinances.
Conditions, reetrictione, easement and
limitations, of record, but not to reimpose
name.
Existing leases.
and said Grantor dose hereby fully warrant the title to :said land
and will defend the same against the lawful claims of all persona
whomsoever.
a.)
b.)
c.)
d.)
IN WITNESS WHEREOF, Grantor has hereunto set grantor's hand
and seal the day and year first above written.
'THIS INSTRUMENT PREPARED BY:
Steven C. Cmnig
lhertsi Bafaden d Meyot Weiss
1111 Unco41 Road Mall
Suite 600
Miarn) Bosch, Florida 33130
(30s) 072-1021
, rim
ANTHONY R.
THIS CONVEYANCE. BEING MADE AS A
CAPITAL CONTRIBUTION TO THE
GRANTEE LIMITED PARTNERSHIP FOR
NOMINAL CONSIDERATION, THE
MINIMUM OF STATE DOCUMENTARY
STAMPS AND DISCRETIONARY TAX
(SURTAX) ARE REQUIRED.
(NOTARY ACKNOWLEDGEMENT APPEARS ON PAGE TWO)
TIIennu:a BA1n»HN 81 Mirna WHIRR
AEC. ►. I4302PG 881:
WARRANTY DEED
ABRAHAM TO ANTHONY ABRAHAM CHEVROLET COMPANY; LTD.
OCTOBER 19, 1909
PAGE TWO
STATE OF FLORIDA
COUNTY OF DADE
THEN PERSONALLY APPEARED BEFORE ME, an officer duly authorized
to administer oaths and receive aoknowledgementa within the State
of FloridaBRAH ANTHONY R. AAR, well known to me, who did execute
the foregoing Warranty Deed before me and did acknowledge such
execution as his free act and deed.
AOTAAY KN.IC $Ana naWOA
Pre CCtftssica CID.tAR70.1993
EGI a ttRU G[HtUI NS U'D.
TitEeefL HA DBN & MBYea WEiee
143C2PC 882
EXHIBIT "A^
1. Tract 1 of BREVOORT PLACE REVISED, according to the Plat thereof,
recorded in Plat Book 35 at Pogo 2; the North 120 feet Lot 1, Lot 2,
the North one-half of Lot 3 and Lot 4, Block 1, BREVOORT PLACE,
according to the Plat thereof, as recorded In Plat Hook 9 at Page,178,
Public Records of Dade County, Florida.
Folio No.t 0-4105-39-0010-9
2. Lots 1-6, 16-17, 21-30, 32-38, Block 3, of TRAJUNE PARK, according
to the Plat thereof, as recorded in Plat Book 14,• at Page 12, of the
Public Records of Dade County, Florida.
Folio Nos., 1,1-4 & 34-30t 01-4105-21-0240-1
16 & 6; 0-01-4105-21-0250-6
J+71 0-01-4105-21-0260-6
1,16, 171 0-011.4105-21-0290
1,21 22t 0-01-4105-21-0301
7,23-24: 0-01-4105-21-0310-6
125t 0-01-4105-21-032Q._
1,261 0-01-4105-21-0330-2
Z27-281 0-01-4105-21-0340
1.291 0-01-4105-21-0350-7
130t 0-01-4105-21-0360-5
1,32t 0-01-4105-21-0380-1
1t33, 0-01-4105-21-039Q-9
3. Tract 1, lees the North 100 feet thereof, of TRAIL TERRACE, according
to the Plat thereof,• as recorded in Plat Book 38, at Page 17, of the
Public Records of Dade County, Florida. Also the South 15 feet alley
H/L between the North one-half and the South one-half, Tract 1, TRAIL
TERRACE REVISED, Plat Book 38, Page 17, Public Records of Dade County,
Florida.
Folio No.l 0-30-4100-34 0030-1
4. The North 100 Fest of the West 100 Feet of Tract 1, of TRAIL TERRACE
REVISED, according to the Plat thereof, as recorded in Plat Book 38,
at Page 17, of the Public Records of Dade County, Florida.
Folio N0.1 0-30-4108-34-0020
5. Lots 1-6, LB JEUNE PLACE, according to the Plat thereof, as recorded
in Plat Book 22 at Page 44, of the Public Records of Dade County,
Florida.
Folio No.t 0-01-4105-44- 01Q-2
Tuu -eaI BAIs:AH & 1''MRYaR %Iae
Ifll NID /Q UOD
Y 111 ei M brItTK M IIOJIIINHr d 11r Afoul R Y d *iuouw�o+ to
War IIPMRrCGLLAIt IIlIOCYCWO
•i.r.:ra:7S'ri:.:iiy4V�4?_ ,,,il,'�j_ �.(�:y�.;y��Fr.,:. r{j,�i,r'ear: . • >.
t:
R«:14302PC 883
6. Lots 10 through 14 and part of Lot 15 and part of a vacated 15' alley
by Metropolitan Dade County, in Block 1 of Whiteeide Park according t o
Page 50, Piet Book 13, of the Public Recorde of Dade County, Florida,
lying and being in Dade County, Florida, and being more particularly
described as follows* Beginning at the N.B. corner of said Lot 12, on
the southern R/W line of S.W. 8th Street run S. 0 28' 12" 8. 227.96'
along the east line of said Lot 12, across said alley and along the.eaet
line of said Lot 13 to a point thence West 105.0' along the south line of
said Lote 13, 14 and part of Lot 15, on the northern R/W line of S.W. 9th
Street to a point; thence N. 0 28' 12" W. 115.14' to a point on the
northern line of said alley; thence east 30.0' along the northern line of
said alley to a point at the S.W. corner of Lot 10; thence N. 0 28' 12"
W. 112.57' along the went lino of Lot 10 to a point on southern R/W line
of B.W. 8th Street; thence N. 89 43' 42" E. 75.0' along the north line
of Lote 10, 11 & 12 and the aouthern R/W line of S.W. Bth Street to the
point of beginning, containing 20,540 sq. feet.
Subject to a reservation of an easement for maintaining and servicing
underground electrical service from transformer situated on the southern
line of subject property and lying 81 feet west of the southeast corner,
to the service station owned by Exxon Corporation on adjoining property.
Together with an easement hereby granted for Ingress & Egreet* over and
across the following described land now under lease to Exxon Corporation,
(formerly Humble 0i1 & Refining Company).
Said easement to run concurrently with that certain lease to Exxon Company
by and between Exxon Company, USA (formerly Humble 011 & Refining Company)
and James B. Marcus and Jeannette A. Marcus dated April 1, 1970. A
memorandum of thie lease being placed on file in Dade County, Florida
(official record i6869, Page 619-620 filed Hay 27, 1970).
Lot 9 and part of Lot 8 in Block 1 of Whiteeide Park according to Page 50,
Plat Book 13, of the Public Records of Dade County, Florida, lying and
being in Dade County, Florida, and being more particularly described as
follows* Beginning at the N.E. corner of said Lot 9, on the aouthern R/W
line of S.W. nth Street, run 8. 0 28' 12" E, 112.57' along the east line
of said Lot 9 to a point on the Northern line of a vacated 15' alley by
Metropolitan Dade County; thence went 30.0' along the south line of Lot
9 and part of Lot 8 and the northern line of paid alley to a point; thence
N. 0 28' 12" W. 112.42' to a point on the north line of Lot 8 and the
southern R/W line of S.W. 8th Street; thence N. 69 43' 42" E. 30.0' along
the north line of Lot 8 and Lot 9 to the Point of Beginning, containing
3,375 sq. feet,
Folio No.: Q-30-4108-37-0030-8
IrVMOII CI Cir,CU1 IMMO NM
0.9f [UY"IV. risco&
'ump 1*III ItG
RICHARD P. BRINEER
0.L&X LIEVII COURT
TuaasuL DAusnIN & Meynn Wales
••••••••• .... r ti re.., mru . WSMI]I VC liar
,rY
i?Sbporfilnformatidlt
Follo
0f-4105-021-0280
Property Address
4251 SW 8 ST
Owner Name(s)
ANTHONY ABRAHAM CHEV CO LTO
Mailing Address
4181 SW 8 ST
MIAMI FL
33134.2656
Primary Zone
6600 COMMERCIAL - LIBERAL
Use Code
0019 AUTOMOTIVE OR MARINE
Beds/Baths/Half
0/0/0
Floors
1
Living Units
0
Adj. Sq. Footage
8,981
Lot Sin
28,300 SO FT
Year Built
1948
Legal Description
TRAJUNE PARK
P8 14-12
LOTS B THRU 15 & LOT 31 BLK 3
8 N & S5FT OF ALLEY LYG N OF LOTS
8THRU158SOFLOT 31 & ADJ
CLOSED PER R-97-216
Asseaatpettflniolination ,
Current Previous
Year
2012
2011
Land Value
$1,188,600
$1,188,600
Building Value
S282,292
$285,950
Market Value
$1,470,892
$1,474.550
Assessed Value
$1,470,892
$1,474,550
Ctoirtlptlon Infognatlon
Current Previous
Year
2012
2011
Homestead
SO
$0
2nd Homestead
$0
$0
Senior
SO
S0
Veteran Disability
$0
Civilian Disability
$0
$0
Wldow(er)
SO
$0
otadatm•r:
A
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Nonorabfe Pedro J. Garcia
Properly Appraiser
AMtat Ph otograph y 2010
Taxdl to Value lnfopna4 on ,
Current Previous
Year
2012
2011
Exemption/Taxable
Exemptlon/Taxabie
County
, S01$1,470,892
S0 / S1,474,550
School Board
$0 / $1,470,892
$0 / $1,474,550
City
S0 / S 1,470,892
$0 / $1,474,550
Regional
$01S1,470.892
S0/$1,474,550
Salo 41(01.matlonl
Date Amount Recording Qualification Code
Book -Page
(ipk1
. $450,00%.„1,Majaip
Other disqualified
5/1993
$0
,1,�S,iSales
erg
which are disqualified as
a result of examination of the
deed
1)61 k 2_ it-D
The Office of the Property Appraiser end Mlaml-Dade County are continually editing and updating the tax roll and Gf5 data to reflect the latest property information
and GIS positional accuracy. No warranties, expressed or Implied, are provided for data and the positional or thematic eccurecy of the date herein, Its use. or Its
Intarpratation, Although this webs4e Is padodlcaUy updated, this information may not relied the date currently on fie at Miami -Dade County's systems of record.
Tho Property Appraiser end MIarnI-Dade County assumes no lability either for any errors, omisslons, or Inaccuracies In the information provided regardless of the
cause of such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided hereto. See Miami -Dade County full
disclaimer and User Agreement at httpiAwew,miemldade.govinfo/diydaimar,esp,
Property InformeUon Inquiries, comments, and suggestions email: pawebmaU@mtam)dada.gov
GIS Inquiries, comments, and suggestions email: gis@rniamidada.gov Generated on: Thursday. September 13, 2012
0.46401f4/141io t,
Folio
01-4105-021-0300
Property Address
4283 SW 8 ST
Owner Namejs)
ANTHONY ABRAHAM CHEV CO LTD
Melling Address
4181 SW 8 ST
MIAMI FL
33134-2656
Primary Zone
6600 COMMERCIAL - LIBERAL
Use Code
0065 PARKINGNACANT LOT
ENCLOSED
Beds/Baths/Hoff
010/0
Floors
0
Living Units
0
Adj. Sq. Footage
0
Lot Size
8,625 SO FT
Year Built
0
Legal Description
TRAJUNE PARK P6 14-12
LOTS 18.19 & 20 BLK 3
& S5FT OF ALLEY LYG N & ADJ
CLOSED PER R-97-216
LOT SIZE 8625 SO FT
OR 17939-2460 0198 6 (2)
Ai.seaement infornintion.
Current Previous
Year
2012
2011
Land Value
5362,250
$382,250
Building Value
$13,574
$13,748
Market Value
$375,824
$375,998
Assessed Value
$375,824
$375,998
Exe►nptloH tnjom anon
Current Previous
Year
2012
2011
Homestead
SO
50
2nd Homestead
$0
$0
Senior
$0
$0
Veteran Dlsabillty
$0
Civilian Disability
SO
$0
Widow(or)
50
SO
Otechtmu:
MIAMI-DADE COUNTY
OFFICE OF THE PROPERTY APPRAISER
PROPERTY SEARCH SUMMARY REPORT
Honorable Pedro J. Garcia
Property Appraiser
Aerial PhdoeraphY tete
Taxable 944 (11lorri1atJP)11
Current Previous
Year
2012
2011
Exemption/Taxable
Exemption/Taxable
County
S0 / $375,824
50 / $375,998
School Board
$0 / $375,824
S0 / $375,998
City
$0 / $375,824
$0 / $375,998
Regional
SO / $375,824
$0I$375,998
Safe tnfornlation; ,
Date Amount Recording Qualification Code
Book -Page
1/1998
5450,000
47939-2460.
Other disqualified
5/1993
$0
15926-1896
Sales which are disqualified es
a result of examination of the
deed
p 617A
The Office of the Property Appraiser end Atlaml•Dado County aro continually editing and updating the tax roll and GIS data to reflect the latest property information
and G15 positkrnel accuracy. No warrsntlos, oxprossed or Intpllod, ero provided for data and the positional or thematic accuracy of the data herein, Ile we, or Ile
Interpretation, Although lhte websito Is pedodicalty updated. this Information rney not reflect the dela currently on file al Miami -Dade County's systems of record.
Tho Property Apprslsor and Mternl•Dado County assumes no liability either for any errors, omissions, or Irmccuredes In the Information provided regardless of the
cause of Such or for any decision made. action taken, of action not taken by the user In reliance upon any Information provided herein. See Mlaml-Dade County furl
disclaimer end User Agreement at httpJlwww,rniarridade,gov/iniddlsdaimor.asp.
Property information inquiries, comments, and suggestions ems1: pawebmalltJmtaoddade.gov
GIS Inquiries, comments. and suggestions smell: gls rnlamldade.gov
Generated on: Thursday, September 13, 2012
R.%urn to: Irxbw se11•.ddre good rwrprd .nw•bq.)
II am.
►ddmc •
n.., 1 .IaY .nl Piip.r 4 by. JACK 0. ADMIRE, tun.
Aar... . Sullivan. Adana a SuDivan
2611 Ponce D. L.on Sled, Solis 320
Cord 6aties, FL 33134
nwwn Mn.wn►•cad W.Iia..n lr..IMuM-.IOI 410f01101k1
grd 0141010)IO1110
W gn Mtu lR/W. "
Mar,'
•+w14 ! 1. /AI:
Mr,"
wit IVIMU•vOirx...g of CO,rn)ao C.
rY r1•& C00.0 r,flO AA
,ICCUR0.I0,04U
HARVE:Y f1UVIN
CLem co, rMAI
#MCI )30Vt poi, um 10,1 KOt lemMO DATA
RCC, 179392460
9F3RO 14754 1998 JAH 12 1153
DOCSTFOEE 2r700.00 SURTX 2)025.01)
HARVEY NON,' CLERK DADE COUNTY, FL
PAC( MOW T14.1 Wit /O41 M1ICOM1 ,MO OMA
WARRANTY DEED (STATUTORY FORM • SECTION 689.02, P.S.)
This Indenture, mule this 1'0 day of January, 1998, Between Raymond A. Bail and Dorothy K • Bail, at
Trustees of the Ftaymor)d erld Dorothy Bell Trust Qgted May 11, 1993 of Ike County of Slate
Anthony Abraham Chevrolet Company ,Ltd. tleirida Lito� yJ
post office address is ell h Z. S. 4jL. S Y 3313 64, of the County of Mleml•Dade, State of Florida, graateaeCs8 Q i p
Witnesseth that said grantor, for and in ccrosvJerM1liorl oldie) suns of Ten and NO1100 Dollars ($10.00) •
an,' odor good and valoabio cOnsidtlation to aid grantor in hand paid by laid granted, the teceipl whereof is hereby actJnowtodged,
has gruxdd and bold to the said grantee, and grantee% heirs and asslgn,l forever, the following deAeribed land. situate, lying and
bang in Miami -Dade County, Florida, to -wit:
Lots 8 through 15, 18, 19, 20 and 31, Block 3, TRAIUNE PARK, according to the Plat thereof, as
recorded in Plat Book 14, Page 12, of the Public Records of Dade County, Florida.
Subject to parties in possession, matters ot• plat, existing zoning and governmental regulations and
environmental conditions and taxs for 1998 and subsequent years.
and said grantor does hereby fully warrant the title to said land, ad will defend the taro agai(ui the lawful claims of all persons
whomsoever.
•'Oranlor' and 'gruuen' Rro wed for singular or plural, as contort requires.
In Witness Whereof, grantor hu boreluun sal grantor's fund and coal Igo day and year full above written.
Sivead ended and delivered m our prtconce:
wait]
tY is • F Ice>1«3t.
vrt
asintad Name
IC) �1 1SD •
Praad N
Imo 4. 4 (q 11. IK)
Primo' rase
P.O. Box 651. Fast Pataika. fL 32131
Ito 0rna. saes•..
Tudor ilprban.
QLlrytdnY K Hall al Truitt% of the Rayaond_aod Dorothy Bait
Trust dated hay 11, 1993,
)tam Dore
t 0 Bo)_65,1 tut tMatka, TL 3j111
NM 0fna. Aadro.
STATE OF FLORIDA
COUNTY OF k�A,t1,, rt11
The foregoing instrument was acluwwledged before me this i Aay of January, 1998 by Raymond A. Ball end
Dorothy K. Bell. as Trustees of the Raymond and Dorothy Ball Trust dated May.11. 1993. who are personally_
know >o or wlw lave produced a Fi.th flS100190 I11 S o as identification and did take an oath.
My Commission Expires: 25\1b `j
a fi. t • IOMBERLY A BATEAU
1.1 W 0 elirras»1:ices s c; set 16 3•
+ E)Pt°fi w.19w
&odd NI Miry Pao U•trwibn
NOTARY PUBUCt
AIn,NMv,. Kilvlbx1y Q• Fla.{ectx�
State of Florida a gage Isar!
JOINT WRITTEN ACTION
OF
SHAREHOLDERS AND DIRECTORS
OF
AA/MIAMI, INC.
The undersigned, being the Shareholders and Directors of
AA/MIAMI, INC., a Florida corporation, hereby take the following
written actions in lieu of holding a meeting regarding same, all
pursuant to the terms of the Florida Statutes:
BE IT RESOLVED:
1. That the following individuals are hereby elected to
serve as Directors for the ensuing year or until their successors
are duly elected and qualified:
THOMAS G. ABRAHAM
GEORGE ABRAHAM
NICHOLAS M. DANIELS
2. That the following individuals are hereby elected to
the office set forth opposite their name, to serve until their
successors and duly elected and seated:
a. THOMAS G. ABRAHAM - President/Treasurer
b. THOMAS H. MALOUF - Vice President/Secretary
c. GEORGE ABRAHAM - Vice President
d. WARREN BRYER - Assistant Secretary
3. That the prior transactions and agreements(whether
oral or written) of the Corporation and the actions and inactions
of the Corporation's Officers are hereby approved and ratified by
the Board of Directors.
DATED as o f : c. i Lo ocP
DIRECTORS:
GEORGE ABRAHAM
NIC.•LAS M. DANIELS
SHAREHOLDERS:
THOMAS H. MALOUF, indi d�ially
THOMAS—G: AB r3stee
of the 2005 Abraham Family
Trust dated 2/14/2005.
GEORGE ABRAHAM, as Trustee of
the 2005 Abraham Family Trust
dated 2/14/2005.
OLAS M. DANIELS, as Trustee
the 2005 Abraham Family Trust
dated 2/14/2005.
W:\Abraham\FLP\Written Action AA MIAMI 2009.wpd
2
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANTHONY ABRAHAM CHEVROLET COMPANY, LTD.
a Florida Limited Partnership
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is
entered into and shall be effective as of the /L7mL day of &)OV6rig ,
1993, by and between ABRAHAM/MIAMI, INC., a Florida corporation,
as the General Partner, and the Persons whose names are set forth
on Exhibit A attached hereto, as the Limited Partners, pursuant to
the provisions of the Florida Revised Uniform Limited Partnership
Act, on the following terms and conditions:
W ITNESSET H:
WHEREAS, the present parties hereto wish to amend and restate
this Agreement in its entirety and to have the provisions hereof
govern all of the rights and obligations of the parties hereto as
hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby
agree, as follows:
Section 1
THE PARTNERSHIP
1.1 Organization. The Partners hereby agree to organize the
Partnership as a limited partnership pursuant to the provisions of
the Act and upon the terms and conditions set forth in this
Agreement.
1.2 Partnership Name. The name of the Partnership shall be
ANTHONY ABRAHAM CHEVROLET COMPANY, LTD., a Florida Limited
Partnership and all business of the Partnership shall be conducted
in such name. The General Partner may change the name of the
Partnership upon 10 days notice to the Limited Partners. The
Partnership shall hold all of its property in the name of the
Partnership and not in the name of any Partner.
1.3 Purpose. The purpose of the Partnership is to acquire,
improve, lease, operate, and hold real properties for investment
and to engage in any and all activities related or incidental
thereto. The Partnership shall engage in no other business.
1.4 Principal Place of Business. The principal place of
business of the Partnership shall be: 4181 SW 8 Street, Miami,
Florida 33134. The General Partner may change the principal
place of business of the Partnership to any other place within the
State of Florida upon 10 days notice to the Limited Partners.
1.5 Term. The term of the Partnership shall commence on the
date the certificate of limited partnership described in F.S.
620.108 of the Act (the "Certificate") is filed in the office of
the Secretary of State of Florida in accordance with the Act and
shall continue until the winding up and liquidation of the
Partnership and its business is completed following a Liquidating
Event, as provided in Section 10 hereof. Prior to the time that
the Certificate is filed, no Person shall represent to third
parties, the existence of the Partnership or hold himself out as
a Partner.
1.6 Filings; Agent for Service of Process.
(a) The General Partner shall cause the Certificate to
be filed in the office of the Secretary of State of Florida in
accordance with the provisions of the Act. The General Partner
shall take any and all other actions reasonably necessary to
perfect and maintain the status of the Partnership as a limited
partnership under the laws of Florida. The General Partner shall
cause amendments to the Certificate to be filed whenever required
by the Act. Such amendments shall be executed by the General
Partner. The General Partner may cause a certified copy of the
Certificate and any amendments thereto to be recorded in the office
of the county recorder in every county in Florida in which the
Partnership owns real property.
(b) The General Partner shall execute and cause to be
filed original and amended Certificates and shall take any and all
other actions as may be reasonably necessary to perfect and
maintain the status of the Partnership as a limited partnership or
similar type of entity under the laws of any other states or
jurisdictions in which the Partnership engages in business.
(c) The agent for service of process on the Partnership
shall be: NICHOLAS M. DANIELS, ESQ., or any successor as appointed
by the General Partner.
(d) Upon the dissolution of the Partnership, the General
Partner (or, in the event there is no remaining General Partner,
any Person elected pursuant to Section 10.2 hereof) shall promptly
execute and cause to be filed certificates of dissolution in
accordance with the Act and the laws of any other states or
jurisdictions which the Partnership has filed certificates.
1.7 Independent Activities. The General Partner and each
Limited Partner may, notwithstanding this Agreement, engage in
whatever activities they choose, whether the same or competitive
with the Partnership or otherwise, without having or incurring any
obligation to offer any interest in such activities to the
2
Partnership or any Partner. Neither this Agreement nor any
activity undertaken pursuant hereto shall prevent any Partner from
engaging in such activities, or require any Partner to permit the
Partnership or any Partner to participate in any such activities,
and as a material part of the consideration for the execution of
this Agreement by each Partner, each Partner hereby waives,
relinquishes, and renounces any such right to claim of
participation.
1.8 Definitions. Capitalized words and phrases used in this
Agreement have the following meanings:
(a) "Act" means the Florida Revised Uniform Limited
Partnership Act, as set forth in Chapter 620, Florida Statutes, as
amended from time to time (or any corresponding provisions of
succeeding law).
(b) "Adjusted
respect to any Interest
such Interest Holder's
relevant fiscal year,
adjustments:
Capital Account Deficit" means, with
Holder, the deficit balance, if any, in
Capital Account as of the end of the
after giving effect to the following
(i) Credit to such Capital Account any amounts
which such Interest Holder is obligated to restore pursuant to any
provisions of this Agreement or is deemed to be obligated to
restore pursuant to the penultimate sentence of Regulations
Sections 1.704-2g(1) and 1.704-2(i)(5); and
(ii) Debit to such Capital Account the items
described in Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the
Regulations.
The foregoing definition of Adjusted Capital Account Deficit
is intended to comply with the provisions of Section
1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.
(c) "Affiliate" means, with respect to any Person, (i)
any Person directly or indirectly controlling, controlled by or
under common control with such Person, (ii) any Person owning or
controlling 10% or more of the outstanding voting interests of such
Person, (iii) any officer, director, or general partner of such
Person, or (iv) any Person who is an officer, director, general
partner, trustee, or holder of 10% or more of the voting interests
of any Person described in clauses (i) through (iii) of this
sentence.
(d) "Agreement" or "Partnership Agreement" means this
Agreement of Limited Partnership, as amended from time to time.
Words such as "herein," "hereinafter," "hereof," and "hereunder"
3
refer to this Agreement as a whole, unless the context otherwise
requires.
(e) "Assumption Agreement" means any agreement among the
Partnership, any of the Partners, and any Person to whom the
Partnership is indebted pursuant to a loan agreement, any seller
financing with respect to an installment sale, a reimbursement
agreement, or any other arrangement (collectively referred to as
a "loan" for purposes of this Agreement) pursuant to which any
Partner expressly assumes any personal liability with respect to
such loan. The amount of any such loan shall be treated as assumed
by the Partners for all purposes under this Agreement in the
proportions set forth in such Assumption Agreement and their
respective amounts so assumed shall be credited to their respective
Capital Accounts pursuant to Section 1.8(f)(ii) hereof. To the
extent such loan is repaid by the Partnership, the Partners'
Capital Accounts shall be debited with their respective shares of
the repayments pursuant to Section 1.8(f)(ii) hereof. To the
extent such loan is repaid by some or all of the Partners from
their own funds, there shall be no adjustments to their Capital
Accounts.
(f) "Capital Account" means, with respect to any
General Partner or Interest Holder, the Capital Account maintained
for such Person in accordance with the following provisions:
(i) To each Person's Capital Account there shall
be credited such Person's Capital Contributions, such Person's
distributive share of Profits and any items in the nature of income
or gain that are specially allocated pursuant to Section 3.3 or 3.4
hereof, and the amount of any Partnership liabilities assumed by
such Person or which are secured by any Property distributed to
such Person.
(ii) To each Person's Capital Account there shall
be debited the amount of cash and the Gross Asset Value of any
Property distributed to such Person pursuant to any provision of
this Agreement, such Person's distributive share of Losses and any
items in the nature of expenses or losses which are specially
allocated pursuant to Section 3.3 or 3.4 hereof, and the amount of
any liabilities of such Person assumed by the Partnership or which
are secured by any property contributed by such Person to the
Partnership.
(iii) In the event all or a portion of an interest
in the Partnership is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the Capital Account
of the transferor to the extent it relates to the transferred
interest.
(iv) In determining the amount of any liability for
purposes of Sections 1.8(f)(i) and 1.8(f)(ii) hereof, there shall
4
be taken into account Code Section 752(c) and any other applicable
provisions of the Code and Regulations.
The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall
be interpreted and applied in a manner consistent with such
Regulations. In the event the General Partner shall determine that
it is prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto (including, without limitation,
debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the
Partnership, General Partner, or Interest Holders), are computed
in order to comply with such Regulations, the General Partner may
make such modification, provided that it is not likely to have a
material effect on the amounts distributable to any Person pursuant
to Section 10 hereof upon the dissolution of the Partnership. The
General Partner also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital
Accounts of the Partners and Interest Holders and the amount of
Partnership capital reflected on the Partnership's balance sheet,
as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events (for example, the
acquisition by the Partnership of oil or gas properties) might
otherwise cause this Agreement not to comply with Regulations
1.704-1(b).
(g) "Capital Contribution" means, with respect to the
General Partner or Interest Holder, the amount of money and the
initial Gross Asset Value of any property (other than money)
contributed to the Partnership with respect to the interest in the
Partnership held by such Person. The principal amount of a
promissory note which is not readily traded on an established
securities market and which is contributed to the Partnership by
the maker of the note (or a Person related to the maker of the note
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c))
shall not be included in the Capital Account of any Person until
the Partnership makes a taxable disposition of the note or until
(and to the extent) principal payments are made on the note, all
in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).
(h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time (or any corresponding provisions of
succeeding law).
(i) "Depreciation" means, for each fiscal year or other
period, an amount equal to the depreciation, amortization, or other
cost recovery deduction allowable with respect to an asset for such
year or other period, except that, if the Gross Asset Value of an
asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period,
5
Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such year or
other period bears to such beginning adjusted tax basis; provided,
however, that if the adjusted basis for federal income tax purposes
of an asset at the beginning of such fiscal year is zero,
Depreciation shall be determined with reference to such beginning
Gross Asset Value using any reasonable method selected by the
General Partner.
(j) "General Partner" means any Person who (i) is
referred to as such in the first paragraph of this Agreement or has
become a General Partner pursuant to the terms of this Agreement,
and (ii) has not ceased to be a General Partner pursuant to the
terms of this Agreement.
(k) "Gross Asset Value" means, with respect to any
asset, the asset's adjusted basis for federal income tax purposes,
except as follows:
(i) The initial Gross Asset Value of any asset
contributed by a Partner to the Partnership shall be the gross fair
market value of such asset, as determined by the contributing
Partner and the Partnership;
(ii) The Gross Asset Values of all Partnership
assets shall be adjusted to equal their respective gross fair
market values, as determined by the General Partner, as of the
following times: (a) the acquisition of an additional interest in
the Partnership by any new or existing Partner in exchange for more
than a de minimis Capital Contribution; (b) the distribution by the
Partnership to the General Partner or Interest Holder of more than
a de minimis amount of Property as consideration for an interest
in the Partnership; and (c) the liquidation of the Partnership
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
provided, however, that adjustments pursuant to clauses (a) and (b)
above shall be made only if the General Partner reasonably
determines that such adjustments are necessary or appropriate to
reflect the relative economic interests of the General Partner and
Interest Holders in the Partnership;
(iii) The Gross Asset Value of any Partnership asset
distributed to the General Partner or Interest Holder shall be the
gross fair market value of such asset on the date of distribution;
and
(iv) The Gross Asset Values of Partnership assets
shall be increased (or decreased) to reflect any adjustments to the
adjusted basis of such assets pursuant to Code Section 734(b) or
743(b), but only to the extent that such adjustments are taken into
account in determining Capital Accounts pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m) and Section 3.3(g) hereof; provided,
6
however, that Gross Asset Values shall not be adjusted pursuant to
this Section 1.8(k)(iv) to the extent the General Partner
determines that an adjustment pursuant to Section 1.8(k)(ii) hereof
is necessary or appropriate in connection with a transaction that
would otherwise result in an adjustment pursuant to this Section
1.8(k)(iv).
If the Gross Asset Value of an asset has been determined or
adjusted pursuant to Section 1.8(k)(i), 1.8(k)(ii), or 1.8(k)(iv)
hereof, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses.
(1) "Interest" means an ownership interest in the
Partnership representing Capital Contributions as set forth on
Exhibit "A" attached hereto by a Limited Partner pursuant to
Section 2.2 hereof, including any and all benefits to which the
holder of such an Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply
with the terms and provisions of this Agreement.
(m) "Interest Holders" means any Person who holds an
Interest, regardless of whether such Person has been admitted to
the Partnership as a Limited Partner. "Interest Holders" mean all
such Persons.
(n) "Limited Partner" means any Person (i) whose name
is set forth on Exhibit "A" attached hereto or who has become a
Limited Partner pursuant to the terms of this Agreement, and (ii)
who holds an Interest. "Limited Partners" means all such Persons.
(o) "Net Cash From Operations" means the gross cash
proceeds from Partnership operations less the portion thereof used
to pay or establish reserves for all Partnership expenses, debt
payments, capital improvements, replacements, and contingencies,
all as determined by the General Partner. "Net Cash From
Operations" shall not be reduced by depreciation, amortization,
cost recovery deductions, or similar allowances, but shall be
increased by any reductions of reserves previously established.
(p) "Net Cash From Sales or Refinancings" means the net
cash proceeds from all sales and other dispositions (other than in
the ordinary course of business) and all refinancings of Property,
less any portion thereof used to establish reserves, all as
determined by the General Partner. "Net Cash From Sales or
Refinancings" shall include all principal and interest payments
with respect to any note or other obligation received by the
Partnership in connection with sales and other dispositions (other
than in the ordinary course of business) of Partnership Property.
(q) "Nonrecourse Deductions" has the meaning set forth
in Section 1.704-2(b)(1) of the Regulations.
7
(r) "Nonrecourse Liability" has the meaning set forth
in Section 1.704-2(b)(3) of the Regulations.
(s) "Partner Nonrecourse Debt Minimum Gain" means an
amount, with respect to each Partner Nonrecourse Debt, equal to the
Partnership Minimum Gain that would result if such Partner
Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-2(i)(3) of the
Regulations.
(t) "Partner Nonrecourse Debt" has the meaning set
forth in Section 1.704-2(b)(4) of the Regulations.
(u) "Partner Nonrecourse Deductions" has the meaning
set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the
Regulations.
(v) "Partners" means the General Partner and all
Limited Partners, where no distinction is required by the context
in which the term is used herein. "Partner" means any one of the
Partners.
(w) "Partnership" means the partnership formed pursuant
to this Agreement and the partnership continuing the business of
this Partnership in the event of dissolution as herein provided.
(x) "Partnership Minimum Gain" has the meaning set
forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.
(y) "Person" means any individual, partnership,
corporation, trust, or other entity.
(z) "Profits" and "Losses" means, for each fiscal year
or other period, an amount equal to the Partnership's taxable
income or loss for such year or period, determined in accordance
with Code Section 703(a) (for this purpose, all items or income,
gain, loss, or deduction required to be stated separately pursuant
to Code Section 703(a)(1) shall be included in taxable income or
loss), with the following adjustments:
(i) Any income of the Partnership that is exempt
from federal income tax and not otherwise taken into account in
computing Profits or Losses pursuant to this Section 1.8(z) shall
be added to such taxable income or loss;
(ii) Any expenditures of the Partnership described
in Code 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i),
and not otherwise taken into account in computing Profits or Losses
pursuant to this Section 1.8(z), shall be subtracted from such
taxable income or loss;
8
(iii) In the event the Gross Asset Value of any
Partnership asset is adjusted pursuant to Section 1.8(k)(ii) or
1.8(k)(iii) hereof, the amount of such adjustment shall be taken
into account as gain or loss from the disposition of such asset for
purposes of computing Profits or Losses;
(iv) Gain or loss resulting from any disposition of
Property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to the
Gross Asset Value of the property disposed of, notwithstanding that
the adjusted tax basis of such property differs from its Gross
Asset Value;
(v) In lieu of the depreciation, amortization, and
other cost recovery deductions taken into account in computing such
taxable income or loss, there shall be taken into account
Depreciation for such fiscal year or other period, computed in
accordance with Section 1.8(i) hereof;
(vi) To the extent an adjustment to the adjusted
tax basis of any Partnership asset pursuant to Code Section 734(b)
or Code Section 743(b) is required pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining
Capital Accounts as a result of a distribution other than in
complete liquidation of a Partner's or Interest Holder's Interest,
the amount of such adjustment shall be treated as an item of gain
(if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases the basis of the asset) from the
disposition of the asset and shall be taken into account for
purposes of computing Profits or Losses; and
(vii) Notwithstanding any other provision of this
Section 1.8(z), any items which are specially allocated pursuant
to Section 3.3 or 3.4 hereof shall not be taken into account in
computing Profits or Losses.
(aa) "Property" means all real and personal property
acquired by the Partnership and improvements thereto, and shall
include both tangible and intangible property.
(ab) "Regulations" means the Income Tax Regulations,
including Temporary Regulations, promulgated under the Code, as
such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
(ac) "Transfer" means, as a noun, any voluntary or
involuntary transfer, sale, pledge, hypothecation, or other
disposition and, as a verb, voluntarily or involuntarily to
transfer, sell, pledge, hypothecate, or otherwise dispose of.
9
Section 2
PARTNERS' CAPITAL CONTRIBUTIONS
2.1 General Partner. The name, address, and Capital
Contribution of the General Partner is as follows:
Names and Addresses Capital Contribution
ABRAHAM/MIAMI, INC.,
a Florida corporation
4181 S.W. 8th Street
Miami, Florida 33134
$ 130,000.00
2.2 Limited Partners. The name, address, and Capital
Contribution of each Limited Partner are set forth on Exhibit "A"
attached hereto.
2.3 General Partner's Covenant. The General Partner shall
contribute property to the capital of the Partnership in the amount
of TEN and No/100 DOLLARS ($10.00), and shall receive for such
property a 1% partnership interest. Notwithstanding anything to
the contrary contained herein or otherwise, the General Partner
shall always have and be entitled to and shall maintain, by
contribution or otherwise, sufficient capital in the Partnership
to have a 1% partnership interest. Notwithstanding anything to the
contrary contained herein or otherwise, the General Partner agrees
to maintain a minimum capital account balance equal to either 1%
of total positive capital account balances for the Partnership or
$500,000, whichever is less. In furtherance of this covenant, the
General Partner agrees to contribute immediately capital equal to
1.01% of the Interest Holders' capital contributions or a lesser
amount (including zero) that causes the General Partner's capital
account balance to equal the lesser of 1% of total positive capital
account balances for the Partnership or $500,000. If no Interest
Holder has a positive capital account balance, then the General
Partner need not have a positive capital account balance. Capital
accounts and the value of contributions shall be determined by the
application of the capital accounting rules in Regulations Section
1.704-1(b)(2)(iv).
2.4 Other Matters.
(a) Except as otherwise provided in this Agreement, no
Partner shall demand or receive a return of his Capital
Contributions or withdraw from the Partnership without the consent
of all Partners. Under circumstances requiring a return of any
Capital Contributions, no Partner shall have the right to receive
property other than cash except as may be specifically provided
herein.
10
(b) No Partner shall receive any interest, salary or
drawing with respect to his Capital Contributions or his Capital
Account or for services rendered on behalf of the Partnership or
otherwise in his capacity as a Partner, except as otherwise
provided in this Agreement.
(c) Except as otherwise provided by this Agreement or
by an Assumption Agreement, no Limited Partner shall be liable for
the debts, liabilities, contracts or any other obligations of the
Partnership. Except as otherwise provided by this Agreement, any
other agreements among the Partners, or applicable state law, a
Limited Partner shall be liable only to make his Capital
Contributions and shall not be required to lend any funds to the
Partnership or, after his Capital Contributions have been paid, to
make any additional contributions to the Partnership. No General
Partner shall have any personal liability for the repayment of any
Capital Contributions of any Limited Partner.
Section 3
ALLOCATIONS
3.1 Profits. After giving effect to the special allocations
set forth in Sections 3.3 and 3.4 hereof, Profits for any fiscal
year shall be allocated in the following order and priority:
(a) First, 99% to the Interest Holders and 1% to the
General Partner until the cumulative Profits allocated pursuant to
this Section 3.1(a) for the current and all prior fiscal years are
equal to the cumulative Losses allocated pursuant to Section
3.2(a)(ii) hereof for all prior fiscal years; and
(b) The balance, if any, 99% to the Interest Holders and
1% to the General Partner.
3.2 Losses. After giving effect to the special allocations
set forth in Section 3.3 and 3.4 hereof, Losses for any fiscal year
shall be allocated as set forth in Section 3.2(a) below, subject
to limitation in Section 3.2(b) below.
(a) Losses for any fiscal year shall be allocated in the
following order and priority;
(i) First, 99% to the Interest Holders and 1% to
the General Partner until the cumulative Losses allocated pursuant
to this Section 3.2(a)(i) for the current and all prior fiscal
years are equal the cumulative Profits, if any, allocated pursuant
to Section 3.1(b) for all prior fiscal years; and
(ii) The balance, if any, 99% to the Interest
Holders and 1% to the General Partner.
11
(b) The Losses allocated pursuant to Section 3.2(a)
hereof shall not exceed the maximum amount of Losses that can be
so allocated without causing any Interest Holder to have an
Adjusted Capital Account Deficit at the end of any fiscal year.
All Losses in excess of limitations set forth in this Section
3.2(b) shall be allocated to the General Partner.
3.3 Special Allocations. The following special allocations
shall be made in the following order:
(a) Minimum Gain Chargeback. Except as otherwise
provided in Section 1.704-2(f) of the Regulations, notwithstanding
any other provision of this Section 3, if there is a net decrease
in Partnership Minimum Gain during any fiscal year, each General
Partner and Interest Holder shall be specially allocated items of
Partnership income and gain for such fiscal year (and, if
necessary, subsequent fiscal years) in an amount equal to such
Person's share of the net decrease in Partnership Minimum Gain,
determined in accordance with Regulations Section 1.704-2(g).
Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to
each General Partner and Interest Holder pursuant thereto. The
items to be so allocated shall be determined in accordance with
Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This
Section 3.3(a) is intended to comply with the minimum gain
chargeback requirement in Section 1.704-2(f) of the Regulations and
shall be interpreted consistently therewith.
(b) Partner Minimum Gain Chargeback. Except as
otherwise provided in Section 1.704-2(i)(4) of the Regulations,
notwithstanding any other provision of this Section 3, if there is
a net decrease in Partner Nonrecourse Debt Minimum Gain
attributable to a Partner Nonrecourse Debt during any Partnership
fiscal year, each Person who has a share of the Partner Nonrecourse
Debt Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Section 1.704-2(i)(5) of the
Regulations, shall be specially allocated items of Partnership
income and gain for such fiscal year (and, if necessary, subsequent
fiscal years) in an amount equal to such Person's share of the net
decrease in Partner Nonrecourse Debt Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4). Allocations pursuant to the
previous sentence shall be made in proportion to the respective
amounts required to be allocated to each General Partner and
Interest Holder pursuant thereto. The items to be so allocated
shall be determined in accordance with Sections 1.704-2(i)(4) and
1.704-2(j)(2) of the Regulations. This Section 3.3(b) is intended
to comply with the minimum gain chargeback requirement in Section
1.704-2(i)(4) of the Regulations and shall be interpreted
consistently therewith.
12
(c) Qualified Income Offset. In the event any Interest
Holder unexpectedly receives any adjustments, allocations, or
distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section
1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6) of the
Regulations, items of Partnership income and gain shall be
specially allocated to each such Interest Holder in an amount and
manner sufficient to eliminate, to the extent required by the
Regulations, the Adjusted Capital Account Deficit of such Interest
Holder as quickly as possible, provided that an allocation pursuant
to this Section 3.3(c) shall be made only if and to the extent that
such Interest Holder would have an Adjusted Capital Account Deficit
after all other allocations provided for in this Section 3 have
been tentatively made as if this Section 3.3(c) were not in the
Agreement.
(d) Gross Income Allocation. In the event any Interest
Holder has a deficit Capital Account at the end of any Partnership
fiscal year which is in excess of the sum of (i) the amount such
Interest Holder is obligated to restore pursuant to any provision
of this Agreement, and (ii) the amount such Interest Holder is
deemed to be obligated to restore pursuant to the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5),
each such Interest Holder shall be specially allocated items of
Partnership income and gain in the amount of such excess as quickly
as possible, provided that an allocation pursuant to this Section
3.3(d) shall be made only if and to the extent that such Interest
Holder would have a deficit Capital Account in excess of such sum
after all other allocations provided for in this Section 3 have
been made as if Section 3.3(c) hereof and this Section 3.3(d) were
not in the Agreement.
(e) Nonrecourse Deductions. Nonrecourse Deductions for
any fiscal year shall be specially allocated one percent (1%) to
the General Partner and ninety-nine percent (99%) to the Interest
Holders.
(f) Partner Nonrecourse Deductions. Any Partner
Nonrecourse Deductions for any fiscal year shall be specially
allocated to the General Partner or Interest Holder who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt
to which.such Partner Nonrecourse Deductions are attributable in
accordance with Regulations Section 1.704-2(i)(1).
(g) Section 754 Adjustments. To the extent an
adjustment to the adjusted tax basis of any Partnership asset
pursuant to Code Section 7 34 (b) or Code Section 743(b) is required,
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or
Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into
account in determining Capital Accounts as the result of a
distribution to a General Partner or Interest Holder in complete
liquidation of his interest in the Partnership, the amount of such
13
adjustment to Capital Accounts shall be treated as an item of gain
(if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) and such gain or loss shall
be specially allocated to the General Partner and the Interest
Holders in accordance with their interests in the Partnership in
the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies,
or to the General Partner or Interest Holder to whom such
distribution was made in the event that Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.
3.4 Curative Allocations. The allocations set forth in
Sections 3.2(b), 3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.3(e), 3.3(f),
and 3.3(g) hereof (the "Regulatory Allocations") are intended to
comply with certain requirements of the Regulations. It is the
intent of the Partners that, to the extent possible, all Regulatory
Allocations shall be offset either with other Regulatory
Allocations or with special allocations of other items of
Partnership income, gain, loss or deduction pursuant to this
Section 3.4. Therefore, notwithstanding any other provision of
this Section 3 (other than the Regulatory Allocations), the General
Partner shall make such offsetting special allocations of
Partnership income, gain, loss or deduction in whatever manner it
determines appropriate so that, after such offsetting allocations
are made, each General Partner's and Interest Holder's Capital
Account balance is, to the extent possible, equal to the Capital
Account balance such General Partner or Interest Holder would have
had if the Regulatory Allocations were not part of the Agreement
and all Partnership items were allocated pursuant to Sections 3.1
and 3.2(a). In exercising its discretion under this Section 3.4,
the General Partner shall take into account future Regulatory
Allocations under Sections 3.3(a) and 3.3(b) that, although not yet
made, are likely to offset other Regulatory Allocations previously
made under Sections 3.3(e) and 3.3(f).
3.5 Other Allocation Rules.
(a) For purposes of determining the Profits, Losses, or
any other items allocable to any period, Profits, Losses, and any
such other items shall be determined on a daily, monthly, or other
basis, as determined by the General Partner using any permissible
method under Code Section 706 and the Regulations thereunder.
(b) All allocations to the Interest Holders pursuant to
this Section 3 shall, except as otherwise provided, be divided
among them in proportion to the Interests held by each. In the
event there is more than one General Partner, all such allocations
to the General Partners shall be divided among them as they may
agree.
(c) Except as otherwise provided in this Agreement, all
items of Partnership, gain, loss, deduction, and any other
allocations not otherwise provided for shall be divided among the
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General Partner and Interest Holders in the same proportions as
they share Profits or Losses, as the case may be, for the year.
(d) The Partners are aware of the income tax
consequences of the allocations made by this Section 3 and hereby
agree to be bound by the provisions of this Section 3 in reporting
their shares of Partnership income and loss for income tax
purposes.
(e) Solely for purposes of determining a Partner's or
Interest Holder's proportionate share of the "excess nonrecourse
liabilities" of the Partnership within the meaning of Regulations
Section 1.752-3(a)(3), the Partners' and Interest Holders'
interests in Partnership profits are as follows: General Partner
1%, and Interest Holders 99% (in proportion to their interests).
(f) To the extent permitted by Section 1.704-2(h)(3) of
the Regulations, the General Partner shall endeavor to treat
distributions of Net Cash From Operations or Net Cash From Sales
or Refinancings as having been made from the proceeds of a
Nonrecourse Liability or a Partner Nonrecourse Debt only to the
extent that such distributions would cause or increase an Adjusted
Capital Account Deficit for any Interest Holder.
3.6 Tax Allocations: Code Section 704(c). In accordance with
Code Section 704(c) and the Regulations thereunder, income, gain,
loss, and deduction with respect to any property contributed to the
capital of the Partnership shall, solely for tax purposes, be
allocated among the General Partner and Interest Holders so as to
take account of any variation between the adjusted basis of such
property to the Partnership for federal income tax purposes and its
initial Gross Asset Value (computed in accordance with Section
1.8(k)(i) hereof).
In the event the Gross Asset Value of any Partnership asset
is adjusted pursuant to Section 1.8(k)(ii) hereof, subsequent
allocations of income, gain, loss, and deduction with respect to
such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross
Asset Value in the same manner as under Code Section 704(c) and the
Regulations thereunder.
Any elections or other decisions relating to such allocations
shall be made by the General Partner in any manner that reasonably
reflects the purpose and intention of this Agreement. Allocations
pursuant to this Section 3.6 are solely for purposes of federal,
state, and local taxes and shall not affect, or in any way be taken
into account in computing, any Person's Capital Account or share
of Profits, Losses, other items, or distributions pursuant to any
provision of this Agreement.
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3.7 Minimum Interest of General Partner. Notwithstanding
the allocations contained in this Section 3, in no event shall the
General Partner be allocated less than 1% of each material item of
the Partnership's income, gain, loss, deduction and credit
hereunder except in situations required for compliance with the
Treasury Regulations such as the qualified income offset rule.
Section 4
DISTRIBUTIONS
4.1 Net Cash From Operations. Except as otherwise provided
in Section 10 hereof, Net Cash From Operations, if any, shall be
distributed, at such times as the General Partner may determine,
but not less often than quarterly, and the amount so determined
shall be distributed 1% to the General Partner and 99% to the
Interest Holders.
4.2 Net Cash From Sale or Refinancings. Except as otherwise
provided in Section 10 hereof, Net Cash From Sales and Refinancing
shall be distributed, at such times as the General Partner may
determine, and the amount so determined shall be distributed 1% to
the General Partner and 99% to the Interest Holders.
4.3 Division Among Interest Holders and General Partners.
All distributions to the Interest Holders pursuant to this Section
4 shall be divided among them in proportion to the Interests held
by each. In the event there is more than one General Partner, all
amounts distributed to the General Partners pursuant to this
Section 4 shall be divided among them as they may agree.
4.4 Amounts Withheld. All amounts withheld pursuant to the
Code or any provision of any state or local tax law with respect
to any payment or distribution to the Partnership, the General
Partner, or the Interest Holders shall be treated as amounts
distributed to the General Partner and the Interest Holders
pursuant to this Section 4 for all purposes under this Agreement.
Section 5
MANAGEMENT
5.1 Authority of the General Partner. Except to the extent
otherwise provided herein, the General Partner shall have the sole
and exclusive right to manage the business of the Partnership and
shall have all of the rights and powers which may be possessed by
general partners under the Act including, without limitation, the
right and power to:
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(a) acquire by purchase, lease, or otherwise any real
or personal property which may be necessary, convenient, or
incidental to the accomplishment of the purposes of the
Partnership;
(b) operate, maintain, finance, improve, construct, own,
grant options with respect to, sell, convey, assign, mortgage, and
lease any real estate and any personal property necessary,
convenient, or incidental to the accomplishment of the purposes of
the Partnership;
(c) execute any and all agreements, contract, documents,
certifications and instruments necessary or convenient in
connection with the management, maintenance, and operation of
Property, or in connection with managing the affairs of the
Partnership, including executing amendments to the Agreement and
the Certificate in accordance with the terms of the Agreement,
pursuant to any power of attorney granted by the Limited Partners
to the General Partner;
(d) borrow money and issue evidences of indebtedness
necessary, convenient, or incidental to the accomplishment of the
purposes of the Partnership, and secure the same by mortgage,
pledge, or other lien on any Property;
(e) execute, in furtherance of any or all of the
purposes of the Partnership, any deed, lease, mortgage, deed of
trust, mortgage note, promissory note, bill of sale, contract, or
other instrument purporting to convey or encumber any or all of the
Property;
(f) prepay in whole or in part, refinance, recast,
increase, modify, or extend any liabilities affecting the Property
and in connection therewith execute any extensions or renewals of
encumbrances on any or all of the Property;
(g) take care of and distribute funds to the General
Partner and Interest Holders by way of cash, income, return of
capital, or otherwise, all in accordance with the provision of this
Agreement, and perform all matters in furtherance of the objectives
of the Partnership or this Agreement;
(h) contract on behalf of the Partnership for the
employment and services of employees and/or independent
contractors, such as lawyers and accountants, and delegate to such
Persons the duty to manage or supervise any of the assets or
operations of the Partnership;
(i) engage in any kind of activity and perform and carry
out contracts of any kind (including contracts of insurance
covering risks to Property and General Partner's liability)
necessary or incidental to, or in connection with, the
17
accomplishment of the purposes of the Partnership, as may be
lawfully carried on or performed by a partnership under the laws
of each state in which the Partnership is then formed or qualified;
(j) make any and all elections for federal, state, and
local tax purposes including, without limitation, any election, if
permitted by applicable law: (i) to adjust the basis of Property
pursuant to Code Sections 754, 734(b) and 743(b), or comparable
provisions of state or local law, in connection with transfers of
Partnership Interests and Partnership distributions; (ii) to extend
the statute of limitations for assessment of tax deficiencies
against General Partner and Interest Holders with respect to
adjustments to the Partnership's federal, state, or local tax
returns; and (iii) to represent the Partnership, the General
Partner, and the Interest Holders before taxing authorities or
courts of competent jurisdiction in tax matters affecting the
Partnership, the General Partner, and the Interest Holders in their
capacities as General Partner or Interest Holders, and to execute
any agreements or other documents relating to or affecting such tax
matters, including agreements or other documents that bind the
General Partner and Interest Holders with respect to such tax
matters or otherwise affect the rights of the Partnership, General
Partner, and Interest Holders. The General Partner is specifically
authorized to act as the "Tax Matters Partner" under the Code and
in any similar capacity under state or local law;
(k) take, or refrain from taking, all actions, not
expressly proscribed or limited by this Agreement, as may be
necessary or appropriate to accomplish the purposes of the
Partnership; and
(1) institute, prosecute, defend, settle, compromise,
and dismiss lawsuits or other judicial or administrative
proceedings brought on or in behalf of, or against, the Partnership
or the Partners in connection with activities arising out of,
connected with, or incidental to this Agreement, and to engage
counsel or others in connection therewith.
In the event more than one Person is a General Partner, the rights
and powers of the General Partner hereunder shall be exercised by
them in such manner as they may agree. In the absence of an
agreementamong the General Partners, no General Partner shall
exercise any of such rights and powers without the unanimous
consent of all General Partners.
5.2 Right to Rely on General Partner. Any Person dealing
with the Partnership may rely (without duty of further inquiry)
upon a certificate signed by the General Partner as to:
Partners;
(a) the identity of the General Partner or the Limited
18
(b) the existence or nonexistence of any fact or facts
which constitute a condition precedent to acts by the General
Partner or which are in any other manner germane to the affairs of
the Partnership;
(c) the Persons who are authorized to execute and
deliver any instrument or document of the Partnership; or
(d) any act or failure to act by the Partnership or any
other matter whatsoever involving the Partnership or any Partner.
5.3 Restrictions on Authority of General Partner.
(a) Without the consent of all of the Partners, no
General Partner shall have the authority to:
(i) do any act in contravention of this Agreement;
(ii) do any act which would make it impossible to
carry on the ordinary business of the Partnership, except as
otherwise provided in this Agreement;
(iii) confess a judgment against the Partnership;
(iv) possess Property, or assign rights in specific
Property, for other than a Partnership purpose; or
(v) knowingly perform any act that would subject
any Limited Partner to liability as a general partner in any
jurisdiction.
(b) Without the unanimous approval and consent of the
Partners, no General Partner shall have the authority to sell or
otherwise dispose of all or substantially all of the Property,
except for a liquidating sale of Property in connection with the
dissolution of the Partnership. If the General Partner is a
corporation, such General Partner shall secure the unanimous
approval of its shareholders.
5.4 Duties and Obligations of General Partner.
(a) The General Partner shall take all actions which
may be necessary or appropriate (i) for the continuation of the
Partnership's valid existence as a limited partnership under the
laws of the State of Florida (and of each other jurisdiction in
which such existence is necessary to protect the limited liability
of the Limited Partners or to enable the Partnership to conduct the
business in which it is engaged) and (ii) for the accomplishment
of the Partnership's purposes, including the acquisition,
development, maintenance, preservation, and operation of Property
in accordance with the provisions of this Agreement and applicable
laws and regulations.
19
(b) The General Partner shall devote to the Partnership
such time as may be necessary for the proper performance of all
duties hereunder, but the General Partner shall not be required to
devote full time to the performance of such duties.
(c) The General Partner shall be under a fiduciary duty
to conduct the affairs of the Partnership in the best interests of
the Partnership and of the Limited Partners, including the
safekeeping and use of all of the Property and the use thereof for
the exclusive benefit of the Partnership.
5.5 Indemnification of General Partner.
(a) The Partnership, its receiver, or its trustee shall
indemnify, save harmless, and pay all judgments and claims against
any General Partner relating to any liability or damage incurred
by reason of any act performed or omitted to be performed by such
General Partner in connection with the business of the Partnership,
including attorney's fees incurred by such General Partner in
connection with the defense of any action based on any such act or
omission, which attorney's fees may be paid as incurred, including
all such liabilities under federal and state securities laws
(including the Securities Act of 1933, as amended) as permitted by
law.
(b) In the event of any action by an Interest Holder
against any General Partner, including a Partnership derivative
suit, the Partnership shall indemnify, save harmless, and pay all
expenses of such General Partner, including attorney's fees,
incurred in the defense of such action, if such General Partner is
successful in such action.
(c) The Partnership shall indemnify, save harmless, and
pay all expenses, costs, or liabilities of any General Partner who
for the benefit of the Partnership makes any deposit, acquires any
option, or makes any other similar payment or assumes any
obligation in connection with any property proposed to be acquired
by the Partnership and who suffers any financial loss as the result
of such action.
(d) Notwithstanding the provisions of Sections 5.5(a),
5.5(b), and 5.5(c) above, no General Partner shall be indemnified
from any liability for fraud, bad faith, willful misconduct, or
gross negligence.
5.6 Expenses and Loans.
(a) Expenses. The General Partner may charge the
Partnership for any direct expenses reasonably incurred in
connection with the Partnership's business.
20
(b) Loans. Any Person may, with the consent of the
General Partner, lend or advance money to the Partnership. If any
Partner shall make any loan or loans to the Partnership or advance
money on its behalf, the amount of any such loan or advance shall
not be treated as a Capital Contribution but shall be a debt due
from the Partnership. The amount of any such loan or advance by
a lending Partner shall be repayable out of the Partnership's cash
and shall bear interest at such rate as the General Partner and the
lending Partner shall agree. If a General Partner is the lending
Partner, the rate of interest shall be determined by the General
Partner taking into consideration, without limitation, prevailing
interest rates and the interest rates such General Partner is
required to pay in the event such General Partner has itself
borrowed funds to loan or advance to the Partnership. None of the
Partners shall be obligated to make any loan or advance to the
Partnership.
5.7 Operating Restrictions.
(a) All Property in the form of cash not otherwise
invested shall be deposited in one or more accounts maintained in
such financial institutions as the General Partner shall determine
or shall be invested in short-term liquid securities or shall be
left in escrow and withdrawals shall be made only in the regular
course of Partnership business on such signature or signatures as
the General Partner may determine from time to time.
(b) The signature of any General Partner shall be
necessary and sufficient to convey title to any real property owned
by the Partnership or to execute any promissory notes, trust deeds,
mortgages, or other instruments or hypothecation, and all of the
Partners agree that a copy of this Agreement may be shown to the
appropriate parties in order to confirm the same, and further agree
that the signature of the General Partner shall be sufficient to
execute any "statement of partnership" or other documents necessary
to effectuate this or any other provision of this Agreement. All
of the Partners do hereby appoint the General Partner as their
attorney -in -fact for the execution of any or all of the documents
described herein.
5.8 Prohibition Against Out -of -State Business. In addition
to any other limitation or restriction contained herein on the
activities of the Partnership, the Partnership shall not, without
the unanimous consent of the Limited Partners, engage in any
business activity outside the State of Florida. The General
Partner shall hold the Limited Partners wholly and completely
harmless against all damages, liabilities, costs and expenses
(including, without limitation, attorney's fees and related costs
incurred to defend any action or threatened action) that they (or
any of them) may incur in connection with any claim that the
Limited Partners are liable for obligations of the Partnership
attributable to causes of action arising in another state as a
21
result of business done or actions taken in such other state by the
Partnership in contravention of this Section 5.8.
Section 6
ROLE OF LIMITED PARTNERS
6.1 Rights or Powers. Except as otherwise set forth in
Section 6.2 hereof, no Limited Partner shall have any right or
power to take part in the management or control of the Partnership
or its business and affairs or to act for or bind the Partnership
in any way.
6.2 Voting Rights. The Limited Partners shall have the right
to vote on the matters explicitly set forth in this Agreement.
Section 7
BOOKS AND RECORDS
7.1 Books and Records. The Partnership shall keep adequate
books and records at its principal place of business, setting forth
a true and accurate account of all business transactions arising
out of and in connection with the conduct of the Partnership. Any
Partner or his designated representative shall have the right, at
any reasonable time, to have access to and inspect and copy the
contents of such books or records.
7.2 Annual Reports. Within a reasonable period after the end
of each Partnership fiscal year, each Partner shall be furnished
with pertinent information regarding the Partnership and its
activities during such period.
7.3 Tax Information. Necessary tax information shall be
delivered to each Partner after the end of each fiscal year of the
Partnership. Every effort shall be made to furnish such
information within 75 days after the end of each fiscal year.
Section 8
AMENDMENTS; MEETINGS
8.1 Amendments.
(a) Amendments to this Agreement may be proposed by any
General Partner or by any Limited Partners holding 10% or more of
the Interests. Following such proposal, the General Partner shall
submit to the Limited Partners a verbatim statement of any proposed
amendment, providing that counsel for the Partnership shall have
approved of the same in writing as to form, and the General Partner
22
shall include in any such submission a recommendation as to the
proposed amendment. The General Partner shall seek the written
vote of the Partners on the proposed amendment or shall call a
meeting to vote thereon and to transact any other business that it
may deem appropriate. For purposes of obtaining a written vote,
the General Partner may require response within a reasonable
specified time, but not less than 15 days, and failure to respond
in such time period shall constitute a vote which is consistent
with the General Partner's recommendation with respect to the
proposal. A proposed amendment shall be adopted and be effective
as an amendment hereto if it receives the unanimous consent and
approval of all the Partners.
(b) Notwithstanding Section 8.1(a) hereof, this
Agreement shall not be amended without the consent of each Person
adversely affected if such amendment would (i) convert a Limited
Partner's interest in the Partnership into a General Partner's
Interest, (ii) modify the limited liability of a Limited Partner,
or (iii) alter the interest of a Partner in Profits, Losses, other
items thereof, or any Partnership distributions.
8.2 Meetings of the Partners.
(a) Meetings of the Partners may be called by any
General Partner and shall be called upon the written request of
Limited Partners holding 10% or more of the Interests. The call
shall state the nature of the business to be transacted. Notice
of any such meeting shall be given to all Partners not less than
seven days nor more than 30 days prior to the date of such meeting.
Partners may vote in person or by proxy at such meeting. Whenever
the vote or consent of Partners is permitted or required under the
Agreement, such vote or consent may be given at a meeting of
Partners or may be given in accordance with the procedure
prescribed in Section 8.1 hereof. Except as otherwise expressly
provided in the Agreement, the vote of a majority in interest of
the Partners shall control.
(b) For the purpose of determining the Partners entitled
to vote on, or to vote at, any meeting of the Partners or any
adjournment thereof, the General Partner or the Limited Partners
requesting such meeting may fix, in advance, a date as the record
date for any such determination. Such date shall not be more than
30 days nor less than 10 days before any such meeting.
(c) Each Limited Partner may authorize any Person or
Persons to act for him by proxy on all matters in which a Limited
Partner is entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. Every proxy must
be signed by the Limited Partner or his attorney -in -fact. No proxy
shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the Limited Partner executing it.
23
(d) Each meeting of Partners shall be conducted by the
General Partner or such other Person as the General Partner may
appoint pursuant to such rules for the conduct of the meeting as
the General Partner or such other Person deems appropriate.
Section 9
ASSIGNMENT AND SUBSTITUTION
9.1 Assignability of Interest. A limited partnership
interest is assignable only with the consent of the General Partner
which shall be in the sole, absolute and unreviewable discretion,
with or without cause, of the General Partner, provided that an
assignee who does not become a substituted Limited Partner
hereunder has no right to require any information or account of the
Partnership transactions, to inspect the Partnership books, or vote
on any of the matters as to which a Limited Partner would be
entitled to vote hereunder. An assignee who does not become a
substituted Limited Partner is entitled only to receive the share
of the profits or other compensation by way of income, or the
return of his capital contribution, to which his assignor would
otherwise be entitled.
9.2 Substituted Limited Partner. A substituted Limited
Partner is a person admitted to all the rights of a Limited Partner
who has died or has assigned his interest with the consent of the
General Partner in the Partnership. An assignee shall have the
right to become a substituted Limited Partner only if the General
Partner consents as provided herein. An assignee who has been
approved by the General Partner becomes a substituted Limited
Partner when appropriate documents are executed as provided in
Section 9.5 hereof. A substituted Limited Partner has all the
rights and powers, and is subject to all the restrictions and
liabilities of his assignor, except those liabilities of which he
was ignorant at the time he became a Limited Partner and which
could not be ascertained from this Agreement, or the Certificate
of Limited Partnership.
9.3 Death of Limited Partner. On the death of a Limited
Partner, his personal representative, executor or administrator
shall have all the rights of the Limited Partner for the purpose
of settling his estate, and such power as the deceased had to
constitute an approved assignee a substituted Limited Partner.
9.4 Recognition of Assignees. In the case of assignments,
where the assignee does not become a substituted Limited Partner,
the Partnership shall recognize the assignment not later than the
last day of the calendar month following receipt of notice of
assignment and required documentation.
24
9.5 Execution of Documents. No sale, assignment, transfer,
donation, or other disposition by a Limited Partner shall be
effective to convey the subject matter thereof until the recipient
thereof, and all of the Limited Partners, execute all such
certificates, agreements and other documents and perform all such
acts which the General Partner deems appropriate to comply with the
applicable federal and state securities laws and to preserve the
limited liability status of the Partnership after the completion
of such sale or assignment under the laws of the jurisdictions in
which the Partnership is doing business. Each Limited Partner
agrees upon request of the General Partner to execute such
certificates or other documents and perform such acts.
9.6 Representations; Legend.
(a) Each Interest Holder hereby covenants and agrees
with the Partnership for the benefit of the Partnership and all
Interest Holders, that (1) he is not currently making a market in
Interests and will not in the future make a market in Interests,
(2) he will not Transfer his Interests on an established securities
market, a secondary market (or the substantial equivalent thereof)
within the meaning of Code Section 7704(b)(and any regulations,
proposed regulations, revenue rulings, or other official
pronouncements of the Internal Revenue Service or Treasury
Department that may be promulgated or published thereunder), and
(3) in the event such regulations, revenue rulings, or other
pronouncements treat any or all arrangements which facilitate the
selling of partnership interests and which are commonly referred
to as "matching services" as being a secondary market or
substantial equivalent thereof, he will not Transfer any Interest
through a matching service that is not approved in advance by the
Partnership. Each Interest Holder further agrees that he will not
Transfer any Interest to any Person unless such Person agrees to
be bound by this Section 9.6(a) and to Transfer such Interests only
to Persons who agree to be similarly bound. The Partnership shall,
from time to time, at the request of an Interest Holder consider
whether to approve a matching service and shall notify all Interest
Holders of any matching service that is so approved.
(b) Each Interest Holder hereby represents and warrants
to the Partnership and the General Partner that such Interest
Holder's acquisition of Interests hereunder is made as principal
for such Interest Holder's own account and not for resale or
distribution of such Interests. Each Interest Holder further
hereby agrees that the following legend may be placed upon any
counterpart of this Agreement, the Certificate, or any other
document or instrument evidencing ownership of Interests:
"The Partnership Interests represented by this
document have not been registered under any securities
laws and the transferability of such Interests is
restricted. Such Interests may not be sold, assigned or
25
transferred, nor will any assignee, vendee, transferee
or endorsee thereof be recognized as having acquired any
such Interests by the issuer for any purposes, unless (1)
a registration statement under the Securities Act of
1933, as amended, with respect to such Interests shall
then be in effect and such transfer has been qualified
under all applicable state securities laws, or (2) the
availability of an exemption from such registration and
qualification shall be established to the satisfaction
of counsel to the Partnership.
The Interests represented by this document are
subject to further restriction as to their sale,
transfer, hypothecation, or assignment as set forth in
the Agreement of Limited Partnership and agreed to by
each Limited Partner. Said restriction provides, among
other things, that no vendee, transferee, assignee, or
endorsee shall have that right to become a Substituted
Limited Partner without the consent of the General
Partner."
9.7 Distributions and Allocations in Respect to Transferred
Interests. If any Partnership Interest is sold, assigned, or
transferred during any accounting period in compliance with the
provisions of this Section 9, Profits, Losses, each item thereof,
and all other items attributable to the transferred interest for
such period shall be divided and allocated between the transferor
and the transferee by taking into account their varying interests
during the period in accordance with Code Section 706(d), using any
conventions permitted by law and selected by the General Partner.
All distributions on or before the date of such transfer shall be
made to the transferor, and all distributions thereafter shall be
made to the transferee. Solely for purposes of making such
allocations and distributions, the Partnership shall recognize such
transfer not later than the end of the calendar month during which
it is given notice of such transfer, provided that if the
Partnership does not receive a notice stating the date such
Interest was transferred and such other information as the General
Partner may reasonably require within 30 days after the end of the
accounting period during which the transfer occurs, then all of
such items shall be allocated, and all distributions shall be made,
to the Person who, according to the books and records of the
Partnership, on the last day of the accounting period during which
the transfer occurs, was the owner of the interest. Neither the
Partnership nor any General Partner shall incur any liability for
making allocations and distributions in accordance with the
provisions of this Section 9.7, whether or not any General Partner
or the Partnership has knowledge of any transfer of ownership of
any interest.
9.8 General Partner's Transfer Restriction. The General
Partner hereby agrees that it will not transfer its general
26
partnership interest without the unanimous approval and consent of
the Limited Partners. The shareholders of the General Partner
agree not to amend or alter that certain Shareholders Agreement
which restricts the disposition of their shares without the
unanimous approval and consent of the Limited Partners.
Section 10
DISSOLUTION AND WINDING UP
10.1 Liquidating Events. The Partnership shall dissolve and
commence winding up and liquidating upon the first to occur of any
of the following ("Liquidating Events"):
(a) November 30, 2040;
(b) The unanimous consent and approval of all the
Partners to dissolve, wind up, and liquidate the Partnership;
(c) The happening of any other event that makes it
unlawful, impossible, or impractical to carry on the business of
the Partnership; or
(d) Any event which causes there to be no General
Partner.
The Partners hereby agree that, notwithstanding any provision of
the Act or the Florida Uniform Partnership Act, the Partnership
shall not dissolve prior to the occurrence of a Liquidating Event.
Furthermore, if an event specified in Section 10.1(d) hereof
occurs, the Limited Partners may, within 90 days of the date such
event occurs, unanimously vote to elect a successor General Partner
and continue the Partnership business, in which case the
Partnership shall not dissolve. If it is determined, by a court
of competent jurisdiction, that the Partnership has dissolved (i)
prior to the occurrence of a Liquidating Event, or (ii) upon the
occurrence of an event specified in Section 10.1(d) hereof
following which the Limited Partners elect a successor General
Partner pursuant to the previous sentence, the Partners hereby
agree to continue the business of the Partnership without a winding
up or liquidation.
10.2 Winding Up. Upon the occurrence of a Liquidating Event,
the Partnership shall continue solely for the purposes of winding
up its affairs in an orderly manner, liquidating its assets, and
satisfying the claims of its creditors and Partners. No Partner
shall take any action that is inconsistent with, or not necessary
to or appropriate for, the winding up of the Partnership's business
and affairs. The General Partner (or, in the event there is no
remaining General Partner, any Person elected by a majority in
interest of the Limited Partners) shall be responsible for
27
overseeing the winding up and dissolution of the Partnership and
shall take full account of the Partnership's liabilities and
Property and the Partnership Property shall be liquidated as
promptly as is consistent with obtaining the fair value thereof,
and the proceeds therefrom, to the extent sufficient therefor,
shall be applied and distributed in the following order:
(a)
Partnership's
Partners;
(b)
Partnership's
First, to the payment and discharge of all of the
debts and liabilities to creditors other than General
Second, to the payment and discharge of all of the
debts and liabilities to General Partners; and
(c) The balance, if any, to the General Partner and
Interest Holders in accordance with their Capital Accounts, after
giving effect to all contributions, distributions, and allocations
for all periods.
No General Partner shall receive any additional compensation for
any services performed pursuant to this Section 10.
10.3 Compliance Within Timing Requirements of Regulations.
In the event the Partnership is "liquidated" within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall
be made pursuant to this Section 10 to the General Partner and
Interest Holders who have positive Capital Accounts in compliance
with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any
General Partner's Capital Account has a deficit balance (after
giving effect to all contributions, distributions, and allocations
for all taxable years, including the year during which such
liquidation occurs), such General Partner shall contribute to the
capital of the Partnership the amount necessary to restore such
deficit balance to zero in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(3). If any Interest Holder has a deficit
balance in his Capital Account (after giving effect to all
contributions, distributions and allocations for all taxable years,
including the year during which such liquidation occurs), such
Interest Holder shall have no obligation to make any contribution
to the capital of the Partnership with respect to such deficit, and
such deficit shall not be considered a debt owed to the Partnership
or to any other Person for any purpose whatsoever. In the
discretion of the General Partner, a pro rata portion of the
distributions that would otherwise be made to the General Partner
and Interest Holders pursuant to this Section 10 may be:
(a) distributed to a trust established for the benefit
of the General Partner and Interest Holders for the purposes of
liquidating Partnership assets, collecting amounts owed to the
Partnership, and paying any contingent or unforeseen liabilities
or obligations of the Partnership or of the General Partner arising
out of or in connection with the Partnership. The assets of any
28
such trust shall be distributed to the General Partner and Interest
Holders from time to time, in the reasonable discretion of the
General Partner, in the same proportions as the amount distributed
to such trust by the Partnership would otherwise have been
distributed to the General Partner and Interest Holders pursuant
to this Agreement; or
(b) withheld to provide a reasonable reserve for
Partnership liabilities (contingent or otherwise) and to reflect
the unrealized portion of any installment obligations owed to the
Partnership, provided that such withheld amounts shall be
distributed to the General Partner and Interest Holders as soon as
practicable.
10.4 Deemed Distribution and Recontribution. Notwithstanding
any other provision of this Section 10, in the event the
Partnership is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the
Property shall not be liquidated, the Partnership's liabilities
shall not be paid or discharged, and the Partnership's affairs
shall not be wound up. Instead, the Partnership shall be deemed
to have distributed the Property in kind to the General Partner and
Interest Holders, who shall be deemed to have assumed and taken
subject to all Partnership liabilities, all in accordance with
their respective Capital Accounts. Immediately thereafter, the
General Partner and Interest Holders shall be deemed to have
recontributed the Property in kind to the Partnership, which shall
be deemed to have assumed and taken subject to all such
liabilities.
10.5 Rights of Interest Holders. Except as otherwise provided
in this Agreement, (a) each Interest Holder shall look solely to
the assets of the Partnership for the return of his Capital
Contribution and shall have no right or power to demand or receive
property other than cash from the Partnership, and (b) no Interest
Holder shall have priority over any other Interest Holder as to the
return of his Capital Contributions, distributions, or allocations.
10.6 Notice of Dissolution. In the event a Liquidating Event
occurs or an event occurs that would, but for provisions of Section
10.1, result in a dissolution of the Partnership, the General
Partner shall, within 30 days thereafter, provide written notice
thereof to each of the Partners and to all other parties with whom
the Partnership regularly conducts business (as determined in the
discretion of the General Partner) and shall publish notice thereof
in a newspaper of general circulation in each place in which the
Partnership regularly conducts business (as determined in the
discretion of the General Partner).
29
Section 11
POWER OF ATTORNEY
11.1 General Partner as Attorneys -In -Fact. Each Limited
Partner hereby makes, constitutes, and appoints the General Partner
and each successor General Partner, with full power of substitution
and resubstitution, his true and lawful attorney -in -fact for him
and in his name, place, and stead and for his use and benefit, to
sign, execute, certify, acknowledge, swear to, file, and record (a)
this Agreement and all agreements, certificates, instruments, and
other documents amending or changing this Agreement as now or
hereafter amended which the General Partner may deem necessary,
desirable, or appropriate including, without limitation, amendments
or changes to reflect (i) the exercise by the General Partner of
any power granted to him under this Agreement; (ii) any amendments
adopted by the Partners in accordance with the terms of this
Agreement; (iii) the admission of any substituted Partner; and (iv)
the disposition by any Partner of his interest in the Partnership;
and (b) any certificates, instruments, and documents as may
required by, or maybe appropriate under, the laws of the State of
Florida or any other state or jurisdiction in which the Partnership
is doing or intends to do business. Each Limited Partner
authorizes each such attorney -in -fact to take any further action
which such attorney -in -fact shall consider necessary or advisable
in connection with any of the foregoing, hereby giving each such
attorney -in -fact full power and authority to do and perform each
and every act or thing whatsoever requisite or advisable to be done
in connection with the foregoing as fully as such Limited Partner
might or could do personally, and hereby ratifying and confirming
all that any such attorney -in -fact shall lawfully do or cause to
be done by virtue thereof or hereof.
11.2 Nature as Special Power. The power of attorney granted
pursuant to this Section 11:
(a) is a special power of attorney coupled with an
interest and is irrevocable;
(b) may be exercised by any such attorney -in -fact by
listing the Limited Partners executing any agreement, certificate,
instrument, or other document with the single signature of any such
attorney -in -fact acting as attorney -in -fact for such Limited
Partners; and
(c) shall survive the death, disability, legal
incapacity, bankruptcy, insolvency, dissolution, or cessation of
existence of a Limited Partner and shall survive the delivery of
an assignment by a Limited Partner of the whole or a portion of his
interest in the Partnership, except that where the assignment is
of such Limited Partner's entire interest in the Partnership and
30
the assignee, with the consent of the General Partner, is admitted
as a substituted Limited Partner, the power of attorney shall
survive the delivery of such assignment for the sole purpose of
enabling any such attorney -in -fact to effect such substitution.
Section 12
MISCELLANEOUS
12.1 Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this
Agreement shall be in writing and shall be delivered personally to
the Person or to an officer of the Person to whom the same is
directed, or sent by regular, registered or certified mail,
addressed as follows, or to such other address as such Person may
from time to time specify by notice to the Partners:
(a) If to the Partnership, to the Partnership at the
address set forth in Section 1.4 hereof;
(b) If to the General Partner, to the address set forth
in Section 2.1 hereof; and
(c) If to a Limited Partner, to the address set forth
opposite him name on Exhibit A attached hereto.
Any such notice shall be deemed to be delivered, given, and
received for all purposes as of the date so delivered, if delivered
personally or if sent by regular mail, or as of the date on which
the same was deposited in a regularly maintained receptacle for the
deposit of United States mail, if sent by registered or certified
mail, postage and charges prepaid. Any Person may from time to
time specify a different address by notice to the Partnership and
the Partners.
12.2 Binding Effect. Except as otherwise provided in this
Agreement, every covenant term, and provision of this Agreement
shall be binding upon and inure to the benefit of the Partners and
their respective heirs, legatees, legal representatives,
successors, transferees, and assigns.
12.3 Construction. Every covenant, term, and provision of
this Agreement shall be construed simply according to its fair
meaning and not strictly for or against any Partner.
12.4 Time. Time is of the essence with respect to this
Agreement.
12.5 Headings. Section and other headings contained in this
Agreement are for reference purposes only and are not intended to
describe, interpret, define, or limit the scope, extent, or intent
of this Agreement or any provision hereof.
31
12.6 Severability. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity or legality of the
remainder of this Agreement.
12.7 Incorporation by Reference. Every exhibit, schedule,
and other appendix attached to this Agreement and referred to
herein is hereby incorporated in this Agreement by reference.
12.8 Further Action. Each Partner, upon the request of any
General Partner, agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably
necessary, appropriate, or desirable to carry out the provisions
of this Agreement.
12.9 Variation of Pronouns. All pronouns and any variation
thereof shall be deemed to refer to masculine, feminine, or neuter,
singular or plural, as the identity of the Person or Persons may
require.
12.10
govern the
terms, and
Partners.
12.11
irrevocably
action for
Property.
Governing Law. The Laws of the State of Florida shall
validity of this Agreement, the construction of its
the interpretation of the rights and duties of the
Waiver of Action for Partition. Each of the Partners
waives any right that he may have to maintain any
partition with respect to any of the Partnership
12.12 Counterpart Execution. This Agreement may be executed
in any number of counterparts with the same effect as if all of the
Partners had signed the same document. All counterparts shall be
construed together and shall constitute one agreement.
12.13 Sole and Absolute Discretion. Except as otherwise
provided in this Agreement, all actions which any General Partner
may take and all determinations which any General Partner may make
pursuant to this Agreement may be taken and made at the sole and
absolute discretion of such General Partner.
IN WITNESS WHEREOF, the parties have entered into this
Agreement of Limited Partnership as of the day first above set
forth.
GENERAL PARTNER:
ABRAHAM/MIAMI, INC.,
a Florida corporation
By:
32
ANTHONY R. IABR.AHAM, President
MID /Abraham/MIAMI-Am_Ltd
File 1870202
LINIT,D PARTNERS:
iTHO AB , individually
THOMAS H. MALOUF, individually
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o George Abraham
By: Ce-dZiet
re dev,
NORTHERN TRUST BANK OF FLORIDA, N.A.
as Trustee u/a dated November 5, 1985
f/b/o Marion T. Jones
f
By:
l/,<<c (06,'4 ("
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o Judith A. Baker
By:
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o Norma -Jean Abr-ham
By: 4/1/6
thee �t'S .1.7L
NORTHERN TRUST BANK OF FLORIDA, N.A.
as Trustee u/a dated November 5, 1985
f/b/o Thomas G. Abraham
By:
,e
G ;Lc. r/ei-i -f
33
NMD/Abraham/MIAMI-Am.Ltd
File #870202
LIMITED PARTNERS:
ANTHONY ABRAHAM, individually
THOMAS H. MALOUF, individually
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o George Abraham
By:
NORTHERN TRUST BANK OF FLORIDA, N.A.
as Trustee u/a dated November 5, 1985
f/b/o Marion T. Jones
By:
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o Judith A. Baker
By:
NORTHERN TRUST BANK OF FLORIDA, N.A.,
as Trustee u/a dated November 5, 1985
f/b/o Norma -Jean Abraham
By:
NORTHERN TRUST BANK OF FLORIDA, N.A.
as Trustee u/a dated November 5, 1985
f/b/o Thomas G. Abraham
By:
33
EXHIBIT A
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ANTHONY ABRAHAM CHEVROLET COMPANY, LTD.
PARTNERS
Capital
Names and Addresses Contributions Interest
GENERAL PARTNER:
ABRAHAM/MIAMI, INC.
4181 S.W. 8th Street
Miami, Florida 33134
LIMITED PARTNERS:
1. ANTHONY R. ABRAHAM
727 S. Alhambra Circle
Coral Gables, Florida 33146
2. THOMAS H. MALOUF
1720 E. Hillsborough Avenue
Tampa, Florida 33610
$ 130,000.00 1%
$ 6,870,000.00 52.86%
$ 1, 000, 000.00 7.69%
3. NORTHERN TRUST BANK OF FLORIDA, N.A., $ 1,000,000.00 7.69%
as Trustee u/a dated November 5, 1985
f/b/o George J. Abraham
700 Brickell Avenue
Miami, Florida 33131
4. NORTHERN TRUST BANK OF FLORIDA, N.A., $ 1,000,000.00 7.69%
as Trustee u/a dated November 5, 1985
f/b/o Marion T. Jones
700 Brickell Avenue
Miami, Florida 33131
5. NORTHERN TRUST BANK OF FLORIDA, N.A., $ 1,000,000.00 7.69%
as Trustee u/a dated November 5, 1985
f/b/o Judith A. Baker
700 Brickell Avenue
Miami, Florida 33131
6. NORTHERN TRUST BANK OF FLORIDA, N.A., $ 1,000,000.00 7.69%
as Trustee u/a dated November 5, 1985
f/b/o Norma -Jean Abraham
700 Brickell Avenue
Miami, Florida 33131
7. NORTHERN TRUST BANK OF FLORIDA, N.A., $ 1,000,000.00 7.69%
as Trustee u/a dated November 5, 1985
f/b/o Thomas G. Abraham
700 Brickell Avenue
Miami, Florida 33131
ANTHONY ABRAHAM TRACT
A REPLAT OF A BLOCK 3 OF 'TRAJUNE PARK' RECORDED IN PLAT BOOK 14 AT PAGE 12,
OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA
IN SECTION 5, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF MIAMI
MIAMI—DADE COUNTY, FLORIDA
SURVEYOR'S NOTES:
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CONSULTING ENGINEERS LAND SURVEYORS
2434 SW 281h Lone Miami, Florida, 33133
PHONE: (305) 860-3866 FAX: (305) 860-3870
SCALE: 1e=30' MARCH, 2012
CERTIFTCATO5 No. LEI 761 JOB NUMBER: 57488
LOCATION MAP
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ANTHONY ABRAHAM TRACT
A REPLAT OF A BLOCK 3 OF 'TRAJUNE PARK" RECORDED IN PLAT BOOK 14 AT PAGE 12,
OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA
IN SECTION 5, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF MIAMI
MIAMI-DADE COUNTY, FLORIDA
GRAPHIC SCALE.
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CONSULTING ENGINEERS LAND SURVEYORS
2434 SW 28th Lane Miami, Florida, 33133
PHONE (305) 860-3866 FAX: (305) 860-3870
SCALE: 1 =30 MARCH, 2012
CERTFlCAIION NO. LB 761 JOB NUMBER: 57466
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