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HomeMy WebLinkAboutPZAB 2-20-13 Supporting DocsFile ID: Title: PZAB.1 PLANNING, ZONING AND APPEALS BOARD FACT SHEET 12-01263ac Quasi -Judicial A RESOLUTION OF THE MIAMI PLANNING, ZONING AND APPEALS BOARD RECOMMENDING APPROVAL OR DENIAL OF A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), CLOSING, VACATING, ABANDONING AND DISCONTINUING FOR PUBLIC USE AN ALLEY LOCATED BETWEEN SOUTHWEST 42ND AVENUE, SOUTHWEST 7TH STREET, SOUTHWEST 43RD AVENUE AND SOUTHWEST 8TH STREET, MIAMI, FLORIDA. Location: Approximately between SW 42nd Avenue, SW 7th Street, SW 43rd Avenue and SW 8th Street [Commissioner Francis Suarez - District 4] Applicant(s): Ines Marrero-Priegues, Esquire, on behalf of AA/Miami Group LTD 701 Brickell Avenue, Suite 3000 Miami FL 33131 (305) 789-7776 Zoning: T6-8-O Urban Core Zone Purpose: This will allow a development site for the already existing auto car dealer. Planning and Zoning Department Recommendation: Approval. Public Works Department Recommendation: Approval. Platt and Street Committee Recommendation: Recommends approval on June 7, 2012 by a vote of 6-0. Analysis: See supporting documentation. Planning, Zoning and Appeals Board: February 20, 2013 PLANNING DEPARTMENT ANALYSIS Case No. 2012- 01263ac CLOSING, VACATING, ABANDONING AND DISCONTINUING FOR PUBLIC USE AN ALLEY LOCATED BETWEEN SOUTHWEST 42ND AVENUE, SOUTHWEST 7TH STREET, SOUTHWEST 43RD AVENUE AND SOUTHWEST 8TH STREET, MIAMI. Pursuant to Section 55-15 (c) of the Miami City Code, the Planning Department has reviewed the proposed public right-of-way vacation and closure to determine whether it is in the public interest, or whether the general public would benefit from the vacation of the right-of-way. The following findings have been made: • The existing alley is discontinuous and only serves the Anthony Abraham Tract property. The proposed closure of the alley will create a unified site for the already existing auto car dealer. New development on the property will comply with Miami 21 regulations for public amenities on the ground level. A Zoning Covenant on the property requires a 20 foot wide landscaped buffer strip along the entire north side of the property. • The general public, emergency and service vehicles do not utilize the alley. • The property is abutted on four sides by dedicated public right of way that provides access for emergency vehicles and equipment. The closure of the alley will not have an adverse affect on the ability to provide emergency services to the adjacent property and neighborhood. • The alley is not part of a neighborhood pedestrian and vehicular circulation network. Improved roadways and sidewalks on adjacent public streets will enhance pedestrian and vehicular circulation for the neighborhood. • The Plat and Street Committee voted 6 in favor and 0 in denial of this alley closure request. Based on these findings, the Planning and Zoning Department recommends approval of the request. M IAM 121 MAP SW 5TH ST SW 5TH TER ii!411111 x , (14 CJ,oaz2�a2� SW 9TH ST SW 9TH TER SW 10TH ST F SW 40TH CT ■ 0 150 300 600 Feet ADDRESS: Between SW 42 Av , SW 7 St, SW 43 Av & SW 8 St 0 150 300 I i 1 1 I 1 600 Feet 1 I ADDRESS: Between SW 42 Av , SW 7 St, SW 43 Av & SW 8 St "ANTHONY ABRAHAM TRACT" SUBDIVISION CLOSURE AND VACATION OF AN ALLEY LOCATED BETWEEN SW 42 AVENUE, SW 7 STREET, SW 43 AVENUE AND SW 8 STREET, MIAMI, FLORIDA The Plat and Street Committee has reviewed the tentative plat of "ANTHONY ABRAHAM TRACT" subdivision and determined that all technical requirements contained in the Miami City Code Subdivision Regulations have been met and has approved the tentative plat. The Plat and Street Committee has further considered the vacation and closure of the alley with respect to the Miami City Code requirements and has voted to recommend 6 in favor and 0 in denial of this vacation and closure request. ccit 4Iaiami JOHNNY MARTINEZ, P.E. City Manager June 14, 2012 AA/Miami Group, Ltd. 1320 South Dixie Highway, Suite 241 Coral Gables, FL 33146 ANTHONY ABRAHAM TRACT —TENTATIVE PLAT#1788 LOCATED BETWEEN SW 42 AVENUE AND SW 43 AVENUE AND BETWEEN SW 7 STREET AND SW 8 STREET Ladies and Gentlemen: The City of Miami Plat and Street Committee, at its meeting of June 7, 2012 approved the above tentative plat subject to the following revisions being made to the tentative plat, additional information being provided and/or variances being granted. Please be advised that the processing of your tentative plat cannot proceed until these conditions have been satisfied: 1. In the location sketch, remove the proposed tracts. 2. Under the title block in the description add "of the public records of Miami -Dade County, Florida." 3. Remove "PARCEL 6," and the "10 Alley" from the Legal Description. 4. Provide an "Express purpose statement." 5. Clarify if the existing structures are to remain and provide verification that they meet zoning regulations. 6. Provide the date of the Tentative Plat. 7. Provide the geometry information for the small curve at the NE corner of the proposed plat. 8. Clarify the legal description on the main sketch. Please contact the City's Survey Section. 9. Label SW 8 Street as "U.S. 41." -10. Under Miami 21 Zoning Code, the maximum size lot in this zoning district is 40,000 square feet. This proposed plat requires an EXEMPTION from the Planning, Zoning and Appeals Board prior to final plat submittal. 11. A plat approval letter from the F.D.O.T. is required at the time of final plat submittal. A copy of the final plat must be submitted to the F.D.O.T., not a copy of the tentative plat. 12. Show existing underground utility information, pipe sizes and inverts. 13. A letter from Comcast is required to determine if any adjustments to their facilities or easements are required. 14. Verify with the Miami -Dade County that the proposed plat name is acceptable. 15. All encroachments across proposed tracts and/or lot lines must be removed prior to final plat submittal. 16. An opinion of title, in the City of Miami opinion of title form, must be provided at the time of the final plat submittal. DEPARTMENT OF PUBLIC WORKS 444 S.W. 2nd Avenue / Miami, Florida 33130 / (305) 416-1200 / Fax: (305) 416-1278 Mailing Address: P.O. Box 330708 Miami, FL 33233-0708 17. Current backup documentation will be required for all who execute the final plat. A resolution for authority to execute documents and a Certificate of Good standing from the Secretary of State are required, if applicable. 18. Tentative plat application must be made with Miami -Dade County after receiving approval from the City of Miami Plat and Street Committee. 19. Be advised that an incomplete final plat package will not be accepted by the City of Miami. It is the owner's responsibility to work with his surveyor and his attorney to assure that everything is in order before submitting the final plat package. 20. Be advised that if all the requirements for scheduling the final plat for City Commission action are not in order, the final plat will not be scheduled for a City Commission meeting. 21. An opinion of title as to the reversionary rights for the right-of-way to be closed and vacated will be required by the Planning, Zoning and Appeals Board. The opinion of title must also address whether or not there are individuals, in addition to the abutting property owners, having an interest in the right-of-way to be closed and vacated. A copy of the opinion of title must be provided to the Public Works Department. 22. The Planning, Zoning and Appeals Board will require a sketch and legal description with a square footage, on an 8 %" x11" paper, for the proposed closure. Contact the Office of the Hearing Boards, at 305-416-2030. Provide a copy to the Public Works Department. 23. The Plat and Street Committee has reviewed the tentative plat of ANTHONY ABRAHAM TRACT subdivision and determined that all technical requirements contained in the Miami City Code Subdivision Regulations have been met and has approved the tentative plat. The members of the Plat and Street Committee have further considered the request for vacation and closure of the alley with respect to Miami City Code requirements and have voted 6 in favor and 0 in denial of this vacation and closure request. In addition to the above requirements, you should be aware of the following: 1. State and local laws require the installation of various physical improvements in the public rights -of -way when property is platted. These subdivision improvements include paving, drainage, landscaping, sidewalks, etc. In some cases this could represent a substantial investment on your part. REQUIRED: The submission of an electronic copy of the tentative plat, in an AutoCAD version, to the City of Miami Public Works Department, Roadway Plans Section will EXPEDITE the preparation and enhance the ACCURACY of the subdivision improvement letter required for the final plat approval. 2. The alteration, relocation or installation of utilities such as storm and sanitary sewers, electric, telephone, water, etc., caused by this plat will be at the property owner's expense. Also, utility easements may be required on the property being platted. 3. A building permit will not be issued on the property being platted until the final plat is recorded or as authorized by the City of Miami Code Section 55-10(h). Also, the Certificate of Occupancy for any building construction will be issued only after all the required subdivision improvements have been completed. 4. Approval for fire flow requirements must be obtained from the Fire -Rescue Department prior to the issuance of a building permit. 5. In order to mitigate problems associated with access and construction activities throughout the neighborhood the contractor / developer is encouraged to notify the affected neighborhood residents, in writing, of the project starting and completion dates at the time of issuance of permits. The contractor / development may coordinate the notification of residents with the local City of Miami NET Service Center. 6. Additional items must be provided to the City of Miami Department of Public Works before the final plat is submitted to the City Commission for approval. You will be notified in writing as to what these items are after the amount of the bond has been determined for the necessary subdivision improvements. 7. Tentative plat approval is only valid for one (1) year and six (6) months from the date of the Plat and Street Committee meeting at which time it was approved. If you have appropriate Sincerely, any questions concerning these requirements, please refer to the attached sheet for the person to contact. eribe Ihekwaba, Ph.D., P.E. Director of Public Works NI/UH/cdt Enclosure: Contact Sheet c: Thomas Brownell, P.L.S E.R. Brownell & Associates, Inc. 2434 SW 28 Lane Miami, FI 33133 Nzeribe Ihekwaba, Ph.D., P.E., Director of Public Works Plat and Street Committee Members Surveys Development and Roadway Plans Central Holland & Knight 701 Brickell Avenue, Suite 3000 Miami, FL 33131 i T 305.374.8500 1 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-plattin of the ±2.8 property located on the northwestern intersection of S.W. 8th Street and S.W. 42r 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 [ Fort Lauderdale I Jacksonville !Lakeland I Los Angeles I Miami I New York Northern Virginia' Orlando I Portland I San Francisco 1 Tallahassee I Tampa I Washington, D.C. I 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 modern 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@hldaw.com. Respectfully submitted by, HOLLAND & KNIGHT LLP 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.miamiqov.com/hearinq 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 (8Y2x11") 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. Rcv. 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) 81/2x11" 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) 8'/x11" 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. 5. 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'/2x11" 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-P iegus, Esq. Holland & Knight, LLP Legal Representative3 Address 701 Brickell Avenue, Suite 3000 Miami, FL 33131 Telephone 305-665-2222 E-mail ines.marrero ai hklaw.com STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me ,this 4 7 day of becernber 20 tz , by Ihe'S k4 rrerc - F'rry S ES who is a(n) individual/partner/agent/corporation ofi' a(n) individual/ artn /corporation' He/She is personally 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 Bonded Thru Notary Public Underwriters Signature Rev. 07-2012 3 VACATION AND CLOSURE APPLICATION The foregoing was acknowled ed before mth's day of 20 /z , by �N1 lS et ere re) - r'�. e -tAt s, ES f who is a(n) individual/partner/agent/corporatione of J individual/partnership/corporation. He/She is personally known to me as identification and who did (did not) take n oath. (Stamp) ,e 51UBY FLEITES " � . MY COMMISSION # OD 858036 EXPIRES: April 16, 2013 441407, Bonded Thru Notary Public Underwriters Signature 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 0 not including responses to day to day staff inquires. 3. 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 STATE OF FLORIDA -- COUNTY OF MIAMI-DADE �ecernber a(n) or who has produced 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 .1,ne5 /4 rre.rv- Prf€3,4es Owner(s) or Attorney Name v Owner() or Attu ne y g nature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before mehhis ft' day of ec[mGPr 20 (,Z , by TCnes a.Qr �S who is a(n) individual/partner/agent/corporation c a(n) individual/partnership/corporation. He/She is ersonally known to me or who has produced as identification and who did (did not) take a oath. (StampY. SIUBY FLEITES MY COMMISSION # DD 858036 EXPIRES: April 16, 2013 fronded Thru Notary Public Underwriters 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 fib/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% /o(6 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 Zoi46 Property Information: Folio 30-4108-034-0010 Property Address 4000 SW 8 ST Owner Name(s) ANTHONY R ABRAHAM Mailing Address 1320 S DIXIE HVVY 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: A 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 HWY 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: 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 S 1 /2 OF TRACT 1 & S 14.11 FT 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 HVVY 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 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 10th day of July, 2012. Gunster Yoakle 1.%rE►�i�,F!��P.A. By: Daniel . Mackler Address: 450 E. Las Olas i: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' 25 SW EXHIBIT "A" 7th STREET 26 27 28 29 30 31 BLOCK 13 /./r/ rilrIZ/Y///7/17,///77///r//1////// 14 PG 12) 6, 035 SOT +,'- �3. N 38 603. 52' 32 33 34 24 1231221211201191117116115114113112111019III 8 7 6 5 I c L. 25' S m W SURVEYOR'S NOTES: DENOTES CENTERLINE DENOTES SECTION LINE 37 36 35 8th STREET (TAMIAMI TRAIL) ( SR No. 90 US 41) PB,PG DENOTES PLAT BOOK, PAGE WI"� 4.5rn W > : c ="®cam w W q\ . J 6 4 144 5 3 12 I 1 W J W c Cr-)v THIS IS SKETCH DOES NOT REPRESENT A FIELD BOUNDARY SURVEY P E 2 of 2 PREPARED BY: "-11"" =-"'�` 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 33133 (305)860-3866 DR. BY TB JOB * 57468 DATE 07-24-12 SK. * SM-2541 SCALE: 1 - 40' 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: (3 0 5) 6 6 5- 2 2 2 2 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? El 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 the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur: 1. the application or order, as applicable, shall be deemed void without further force or effect; and 2. no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the application or order. PERSON SUBMITTING DISCLOSURE: igna ure TH/OMAS 4. Ae . Hq/►7 PRES/ E,us of 4.4/4 rRmi, 62 fe14L PARK!,# rSf fj'.Praup F/k/A geeAI my CNEvi ci ar Ny, L1d. Sworn to and subscribed before me this ' . i day of , OIJ . The foregoing instrument was acknowledged before me by 77ioin4 6. f9,6f2ir:NAMy /4e£sidt'.vT 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 EXPIRES: t 1 STELLA ANN ROSENFELD o: Notary Public - State of Florida Doc. No.:66��\� s My Comm. E■pirsa Apr 21. 2016 4 - , 41F Commission # EE 172495 . A 60fl11omem.eirompid NMionM Notary Aso. 0 Page 2 Potionsten: lancbr mmll.mdmnu.d *Wooed mnvmlopsl AAmrmH' Gus IntrinWq Rmp/rmd by. JACK 0. ADMIRE. Eon. Amrsno. aualvan, AeTia & tkAlvan 2611 Ponce be Nan Ned, Kuhn 320 Corr Gables. Ft 33134 Noon, A/arr• ►o.. no W.aawnit•►al44,. .ImOl4 10&O21C))0 V anAmY 9.:. IIU'. w 0l.a/e.o)1o)r0 Marna Co worm)3.3 /lad: Mama NFC0.14A iN ME CONDS DOct 7 GAD( COuNcr, .l ON21A NECOPID 1'L14w40 HARVEV HUVIN CLEM cmcvr aoLocr VAC! AaOVt Thl& UHT FOA PAOCL&C40 DATA R«:179393246p 98RO 14754 1998 JAN 12 15:53 DOCSTFDEE 2,700.00 SURTX 2/025.00 HARVEY RUVIR, CLERK DADE COUNTY, FL &PAC( A.OVL Thal UNE FOA ALCOADr,,o DATA WARRANTY DEED (STATUTORY FORM - SECTION 689.02, F.S.) This Indenture, mode this i 4h ay of Jamuary. 1998. Between Raymond A. B.11 and Dorothy K. Ball, u Trustees of the Raymond im)dDoroth Ball Trust ¢at.d Allay 11, 1993 of the County of Stale ofAorid.,grarror•,aal hoy Abraham Chevrolet Company ,Ltd.,a etorida Li■ post office address is Li ! A l S i jI- S 1 1 I1 of the Countyd: e r `7 of Miami -Dads, Slate of Ronde, tS�be{a p � i Witrlesseth that said grantor. for and in consideration of the sum of Tan and Nd100 Dollars (S10.00) lull othor good oral valuable consideration to said gnmor in hand paid by said grantee, the receipt whereof is hereby acknowledged. has groor le, and sold to the said grannie, and granted.. heirs and assign forever, the following dtsccribed land situate lye being in Miami -Dade Coady. 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 grander does hereby fully warrant the title, to said land, and will defend the same against she lawful claims of all persons whomsoever. •'Oaotor' dal 'granloe' are used for singular or plural, as context miliaria. In WitneSS Whereof, grantor has horesuito sot grantor's band we, seal the day and year fist above wrinm Signed sealed and delivered in our presence: 0 sayaolne /1� 8ilido bastm of the Raymond and Dorothy Balt Term adds 11. 190 Primed mono f.0. Box B51. East Palatka. FL. 32131 Poo Onlaa Addy. STATE OF FLORIDA COUNTY -R,„A.vy:Lyvk The foregoing inatrumonl was acknowledged before mo this 7 `-y 1.y of January, 1998 by Raymond A. Bali and Dorothy K. Ball. as Trustees of th. Raymond and Dorothy Ball Trust dated May 11. 1993, who are peau4), lulowmlp DO or who have produced a FUN -IN -toe 1981-T l Siff as identification and did take an oath. My Commission Expires: t\cr:tC-1 MIMIALY A R.AltAll Itr caramtoas cc 410038 DOVES: hurt K. lead Mild 1r11 ltr.b Pusan ul.lsnrs NOTARY PUBLIC: Print n.m.: 4''0 bar )y c F l o`+ecu., State of Florida at Largo moil PfOporlf1.Itltt rn1ntto1.1: Folio j01-4105.021.0240 Property Address 4201 SW 8 ST Owner Name(s) IANTHONY ABRAHAM CHEVROLET CO LTD Malling Address Primary Zone Use Code Beds/baths/H elf Floors 1320 S DIXIE HWY STE 241 CORAL GABLES FL 33146-2937 6600 COMIAERCIAL - LIBERAL 0066 EXTRA FEA OTHER THAN PARKING 0/0/0 0 Living Units Ip Adj. 3q. Footage 10 Lot Size 148,576 SO FT Year Built l0 Legal Description TRAJUNE PARK PB 14-12 LOTS 1 THRU 7 & LOTS 32 THRU 38 BLK 3 8 S5FT ALLEY LYGS OF LOTS 32 THRU 35 & N5FT ALLEY LYG N OF LOTS 1 THRU 7 CLOSED PER R-97-216 AssossmontlntoniutUon; . Current Year Land Value Building Value Market Value Assessed Value f 001' 0110n•Information: Previous 2012 2011 $1,982,158 $2,063,948 $60,325 $80,325 $2,042,483 $2,124,273 $2,042,483 $2,124,273 Current Prevlous Year 20121 2011 Homestead Sol $0 2nd Homestead sot $0 Senior $01 $o Veteran Disability $0 Civilian Disability Widower) sot $o $0l $o Msdahmm A MIAMI-DADE COUNTY OFFICE OF THE PROPERTY APPRAISER PROPERTY SEARCH SUMMARY REPORT . Honorable Pedro J. Garcia Property Appraiser Aerial Phot:p aphr 2010 TeKi bSe,. ue In�Orn>iatlgn: Current Previous Year 2012 2011 Exemption/Taxable Exemption/Taxable County School Board City S0 / $2,042,483 So / $2,042,483 $0 / $2,124,273 $0 / $2,124, 273 $0 / $2,042,483 $0 / $2,124,273 Regional Salo ii?fotm>�Ileirg $0 / $2,042,483 $0 / 52,124,273 Date Amount 10/1989 $0 Recording Book -Page '00000.0000 Guailflcatlon Code Sales which are disqualified es a result of examination of the deed The Office of the Properly Appraiser and Mlam1-Dade County are continuNly editing and updating the tax roll and GIS data to reflect the latest property Information and GIS positional accuracy. No warranties, expressed or knelled, are provided for data and the positional or thematic accuracy of the data herein, Its use, or its Interpretation, Although this v:abaite Is periodically updated, This information may not reflect the date currently on file at Miami -Dade County's systems of record. The Property Appraiser and Mleml-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 eisdelmar and Usor Agreement at hdp:fNrvrv.mlamidade,govhnfe/disciemer.asp. Property Information Inquiries, comments, and suggestions email: pawebmall@mlarndade.gov GIS tnqufdes, comments, and suggestions email: gis@mlamldado.gov Generated on: Ttwrsaay, September 13, 2012 Propeity Inlofrnatlon Folio I01-4105.021-0290 Property Address 4261SW8ST Owner Name(*) ANTHONY ABRAHAM CHEVROLET CO LTD Mailing Address 1320 S DIXIE HWY SUITE 241 CORAL GABLES FL 33146-2837 Primary Zone 6600 COMMERCIAL - LIBERAL Use Code 0013 OFFICE BUILDING Beds/Baths/Half 1/1/0 Floors 1 Living Units 0 AdJ. Sq. Footage 1447 Lot Size j50,902 SQ FT Year Built I1940 Legal Description TRAJUNE PARK PB 14-12 LOTS 16 & 17 & LOTS 21 THRU 30 8LK3&N&S5FTOFALLEY LYGN OF LOTS 16 &'17 8 21 THRU 24 & S OF LOTS 25 THRU 30 & ADJ CLOSED A8806-8 rlont Information. Current Previous Year 2012 2011 Land Value $2,036,080 $2,036,080 Building Value Market Value Assessed Value $28,595 $2,084,675 52,084,675, �xeniptjor) :Inform tlon Current $28,631 $2,064,711 $2,064,711 Previous Year Homestead 2nd Homestead Senior Veteran Disability Civilian Disability Widow(or) 2012 2011 SO $0 $0l $0 $0 $0 SO $01 $0 $0 $0 ofcclaknec MIAMI-DADE COUNTY OFFICE OF THE PROPERTY APPRAISER PROPERTY SEARCH SUMMARY REPORT Honorable Pedro J. Garde Properly Appraiser . v;t`3 . yr ` {•r I-1 ' � 'r Rtj t 'I r.; 't try l}d.I1 i.f MFs 'i. 1SSt ` sYI 1 e 7arialite Value IifotTrtatloq '•;: Aerial Pl o.owsphy 2010 Current Previous Year 2012 2011 Exemption/Taxable Exemption/Taxable County $0 / $2,064,675 S0 / S2,084,711 School Board $0 / $2,064,675 $0 / $2,064,711 City $0 / $2,084,676 S0 / $2,064,711 Regional Sato Inlorinatioi . ,. Date 10/1989 7/1976 12/1876 Amount S0 $1 $115,000 $0 / $2,064,876 Recording Book -Page 00000-0000 00000-0000 00000-0000 S0 / $2,064,711 Qualification Code Sales which are disqualified as a result of examination of the deed Sales which are disqualified as a result of examination of the deed Sales which are disqualified as a result of examination of the deed The Office or the Property Appraiser and Miami -Dade County ere continually editing and updating the tax roll and GIS data to reflect the latest property Inlorrnaton end GIS positional accuracy. No warranties, expressed or Implied, are provided for data and the positional or thematic accuracy of the dale herein, Its use, or Its interpretation. Although this wabslte Is periodically updated, this Information may not reflect the data currently on file at Miami -Dade County's systems el record. The Property Appraiser end Miami -Dade County assumes no liability either for any errors, omsslons, or Inaccuracies in the information provided regardless of the cause or such or for any decision made, action taken, or action not taken by the user in reliance upon any information provided herein. See Miam -0ade County full disclaimer and User Agreement at http./hwwtiv.miarn±dade.gov/infordiscleimer.ase. Property information inquiries, comments, and suggestions email pawebmail©mlamtdede.gov GIS Inquiries, comments, and suggestions email: g:sfgmlamrdade.gov Generated on: Thursday, September 13, 2012 .y 1589 OCT 2(.1 NI 3; 55 "i;" latan :7;.:r Id/ .1 Rich,:rd P. Crint.tr, U; tk, Lid: t.uunty, Fla. uy 7�ic�as c 71 a6 ti. !off DC / t/ r ✓ rq 1 THIS INDENTURE, ANTHONY R. ABRAHAM, GRANTOR, and ANTHONY Limited Partnership, has been applied for, Miami, Florida 33143. 89R386370 R orr. Q lII°RETURNTOr NIt.143QZPC 88 n O ►1 MEYER WEISS WARRANTY DEED CRON 11111 pa MA14t surE 500 MIAIR W RORORIH i �133139.2491 made this 19th day of October, 1989, between a single man, individually and as Trustee, ABRAHAM CHEVROLET COMPANY, LTD., a Florida GRANTEE, whose Federal Identification Number and whose address le 6600 S.W. 57th Avenue, • WITNESSETH, That said Grantor, for and In consideration of the sum of TEN ($10.00) DOLLARS, and other good and valuable coneideratione, to said Grantor in hand paid by said Grantee, the receipt whereof le hereby acknowledged, have granted, bargained and sold to the said Grantee and Grantee's successor° and assigns forever, the following dee0ribed land, situate, lying and being in Dade County, Floridat SEE EXHIBIT "A' ATTACHED HERETO AND MADE A PART HEREOF SUBJECT TO, a.) Taxes for the current and subsequent years. b.) Applicable zoning ordinancea. c.) Conditions, restrictions, easement end limitations, of record, but not to reimpose same. d.) Existing leaser'. and said Grantor does hereby fully warrant the title to said land and will defend the name against the lawful claims of all persons whomsoever. 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. CroNg Thenel Raladen & Meywr Webs 1111 Lincoln Road Man Sake 600 Mani Roach. Florida 33139 (305) 072-1921 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) TnanauL BAIHDH,Y 8 Menu Wazoo I, Wfainet Y%V ltlfJ aIorwwfowT n• Tn. 0.7v ... r.............� WARRANTY DEED ABRAHAM TO ANTHONY ABRAHAM CHEVROLET COMPANY; LTD. OCTOBER 19, 1989 PAGE TWO THEN PERSONALLY APPEARED BEFORE ME, an officer duly authorized to administer oaths and receive acknowledgements within the State of FloridaANTHONY R. ABRAHAM, well known to me, who did -execute the foregoing Warranty Deed before me and did acknowledge such execution as his free act and deed. HOTAnY KW IC $TAU rx nc11)9A E1Y canssiW EXP. tUn no., 93 SNOW T} J CCKRAI LYS E9D. 14302PC 882 EXHIBIT "A• 1. Tract 1 of BREVOORT PLACE REVISED, according to the Plat thereof, recorded in Plat Book 35 at Page 2; the North 120 feet Lot 1, Lot 2, the North one-half of Lot 3 and Lot 4, Block 1, BREVOORT PLACE, according to the Plat thereof, as recorded in Plat Book 9 at Page,178, Publio Records of Dade County, Florida. Folio No., 0-4105-39-0010-9 2. Lota 1-6, 16-17, 21-30, 32-38, Block 3, of TRAJUNE PARR, according to the Plat thereof, as recorded in Plat Book 14,• at Page 12, of the Public Records of Dade County, Florida. Folio Noe.; 1.1-4 & 14-384 01-4105-21-0240-1 1,5 & 6; 0-01-4105-21-0250-6 J.71 0-01-4105-21 9260-6 1+16. 17' 0-01=4105_21-0290 L21 220 0-01-4105-21-0301 1.23-24z 0-01-4105-21-0310-6 L25. 0-Q1-4105-21-0320 1.26 ; 0-01-4105-21-0330 -• 1,27-284 0-01-4105-21-0340 1,29; 0-Q1-4105-21-0350-7 00. 0-01-4105-21-0360-5 1.321 0-01-4105-21-0380-1 1.33; 0-01-4105-21-039Q 9 3. Tract 1, lees the North 100 feet thereof, of TRAIL TERRACE, according to the Plat thereof,. Be recorded in Plat Book 38, at Page 17, of the Public Recorde of Dade County, Florida. Also the South 15 feet alley H/L between the North one-half and the South one-half, Tract 1, TRAIL TERRACE REVISED, Plat Book 38, Page 17, Public Records of Dade County, Florida. Folio No.. 0-30-4100-34-0030-1 4. The North 100 Feet of the Weat 100 Feet of Tract 1, of TRAIL TERRACE REVISED, according to the Plat thereof, as recorded in Plat Book 38, at Page 17, of the Public Records of Dade County, Florida. Folio No.. 0-30-4108-34-0020 5. Lota 1-6, LE JEUNE PLACE, according to the Plat thereof, as recorded in Plat Book 22 at Page 44, of the Public Records of Dade County, Florida. Folio No.1 0-01-4105-44-0010-Z TuaneeL DAIeDEN & MXYRR �V$IBa 10 MOO WO I01 OOOOPeU 0 KU OOCwf/DID M 0 YMl *, . 000.4. Nra um ilk 101O2 .oOID DIM4411 Or M 0414u1. VC I I144,OpO war 101:00,+0719e aat+.c a TIOJC oa �H9 Ohm r u.. e.n.,.•+, �}: � ) � r 1 y !4 it:�.;.if."S�4 ( Ci •. '•.. i. I +� y'/ S i �Z C ° hl k r, u r tll-.;. 14332P0 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 Whiteside Park according t o Page 50, Piet 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.B. corner of said Lot 12, on the southern R/W line 8th Street run S. 28' along the east line said Lot 12, acro a said alley and along the,eant lino of said Lot 13 to a point thence West 105.0' along the mouth line of said Lots 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 west 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 Lots 10, 11 & 12 and the southern R/W line of S.W. 8th 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 & Egreea over and across the following described land now under lease to Exxon Corporation, (formerly Humble 011 & Refining Company). Said easement to run concurrently with that certain leaae 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 thin lease being placed on file in Dade County, Florida (official record 86869, Page 619-620 filed Hay 27, 1970). Lot 9 and part of Lot 8 in Block 1 of Whiteside Park according to Page 50, Plat Book 13, of the Public Records of Dade County, Florida, lying and being Ifollowers Dade Beginni g aat the N.E. cornerFlorida, and being more of said Lot 9 cone h southerndescribed as R/W line of S.W. 8th Street, run S. 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 west 30.0' along the south line of Lot 9.and part of Lot 0 and the northern line of said 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. 89 43' 42" E. 30.0' along the north line of Lot 8 and Lot 9 to the Point of Beginning, containing 3,375 eq. feet, Polio No. z 0-30-4108-37-Q030-8 1110M000 01 0+hC1/% MOW 0M 0, DIOt COWL- ,1OOIP. O(rM0 11AI,1(0 RICHARD P. BRINILII G1EfJl GIB[Utl COUXI TuxaauL DAJOOIN & Mirrn, Wa1BH 'P�Opot� j���nformeUd�t - Folio 01-4105-021-0280 Property Address 4251 SW 8 ST Owner Name(s) ANTHONY ABRAHAM CHEV CO LTD Mailing Address 4181 SW 8 ST MIAMI FL 33134-2656 Primary Zone Use Code 6600 COMMERCIAL - LIBERAL 0019 AUTOMOTIVE OR MARINE Bede/Baths/Half 0/0/0 Floors 1 Living Units 0 Adj. Sq. Footage 8,981 Lot Size 28,300 SO FT Year Built 1948 Legal Description TRAJUNE PARK Pa 14-12 LOTS BTHRU15&LOT 31BLK3 & N & S5FT OF ALLEY LYG N OF LOTS 8 THRU 15 & S OF LOT 31 BADJ CLOSED PER R-97-216 Asseasrnant,Infonvtation: , r Current Previous Year 2012 2011 Land Vatue $1,188,600 S1,188,600 (Building Value Market Value Assessed Value Cxor►ptlot Infot�irtatloh Year S282,292 51,470,892 $1,4 70,892 $285,950 $1,474,550 $1,474,550j Current Previous 2012 Homestead $0 2011 $0 2nd Homestead $0 $0 Senior Veteran Disability $0 $0 $0 Civilian Disability Wldow(er) Oiadatmer: $D $0 $0 $0 TaxdU(d Year MIAMI-DARE COUNTY OFFICE OF THE PROPERTY APPRAISER PROPERTY SEARCH SUMMARY REPORT Honorable Pedro J. Garcia Pioperfy Appraiser a1u.e.'IiYfo�aj�pn ' Current Aerial Photography 2010 Previous 2812 2011 Exemption/Taxable ExemptIonJTaxat,fe County S0/$1,470,892 S0 / $ 1,474,550 School Board 1 $0 / $1,470,892 $0 / $1,474,550 City $0 / $1,470,892 $0 / $1,474,550 Regional Salo 16.06 16 Date $0 / $1,470,892 $0 / S1,474,550 Amount ,.,1A9,$9.e - $450,00 5/1993 Recording Book -Page $0 Quallfoatton Code Other disqualified ales which are disqualified as a result of examination of the deed q1)61 The Office of the Property Appraiser and Miami -Dade County are continually editing and updating the tax roll and GIS data to reflect the 'sleet property Informatton and GIS positional accuracy. No warranties, expressed or Implied, are provided for data and the posidonal or thematic accuracy of the data herein, its use, or Its interpretation, Although this website Is periodically updated, this Information may nol reflect the date currently on Ma at Miami -Dade County's systems al record. Tho Proporty Appraiser end 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. Sec Miami -Dade County full disclaimer and User Agreement at httpJ/w w,mlarrddade,govrnrofdisclaimer,esp, Property Information Inquiries, comments, and suggestions email: pawebmaU fimlamldada.gov GIS inquiries, comments, and suggestions email: gis@miamidade.gov Generated on: Thursday, September 13, 2012 Year Homestead 2nd Homestead Senior Veteran Disability Civilian Disability WIdow(er) Propbrty:liifoiindt(glt, `:` Folio Property Address 01-4105.021-0300 4283 SW 8 ST Owner Name(s) Melling Address ANTHONY ABRAHAM CHEV CO LTD 4181 SW 8 ST MIAMI FL 33134.2656 Primary Zone Use Code Beds/Baths/Half Floors 6600 COMMERCIAL - LIBERAL 0065 PARKING/VACANT LOT ENCLOSED 0/0/0 0 Living Units 0 Aril. Sq. Footage Lot Size Year Built 0 8,625 SO FT 0 Legal Description Aesossment.lnforil TRAJUNE PARK P8 14-12 LOTS 18.19&20 BLK3 & S5FT OF ALLEY LYG N & ADJ CLOSED PER R-97-216 LOT SIZE 8625 SO FT OR 17939-2460 0198 6 (2) Current Previous Year 2012 2011 Land Value $362,2601 $382,250 Building Value 813,574 Market Value $375,824 Assessed Value $375,824 Fxoinptloh lnlot1T1a11on Current 2012 $13,748 $375,998 8376,998 Previous 2011 $0 $0 $0 $0 $0 $0 s0 s0 $o $0 $0 otsclitmer. MIAMI-DADE COUNTY OFFICE OF THE PROPERTY APPRAISER PROPERTY SEARCH SUMMARY REPORT Honorable Pedro J. Garcia Properly Appraiser Aerial Photography 2010 Taxable VaIuo Intomlatlp l Current Previous Year 2012 Exemption/Taxable 2011 Exemption/Taxable County School Board $0 / $375,824 50 / $375,824 S0 / $375,998 $0/$375,998 City $0 / $375,824 $0 / $375,998 Regional Sale Information:, Date Amount SO / $375,824 $0 /3375,998 Recording Book -Page Qualification Code 1/1998+ $450,0001 4.7.989-2460. Other disqualified 5/1993+ $0 15926-1896 Sales which are disqualified as a result of examination of the deed p 6173q ( The Office of the Properly Appraiser and Miaml•Dado County aro continually witting and updating the lax roll and GIS data to reflect the latest property information and GIS positional accuracy. No warranties, expressed or Implied, aro provided for date and the positional or thematic accuracy or the data herein, Its use, or its Interpretation, Although this websilo is periodically updated, this Information may not relied the date currency on file al Miami -Dade Countys systems of record. Tho Property Appraise and Mlarni•Dado County assumes no liabcity either for any errors, omissions, or inaccuracies In the Information provided regardless of the cause or such or for any decision made, action taken, or action not token by the user In reliance upon any Infannacon provided herein. See Miami -Dade County full disclaimer and User Agreement at hllpifwww,mlaradade,gov/info/disdaimer-asp. Property information Inquiries, comments, and suggestions eme3: pawebmail@naarredade.gov GIS Inquiries, comments, and suggestions email: glspprnlamldade.gov Generated on: Thursday, September 13, 2012 !V avewa 7_R 1t11: N• y. Nov, Asia., to: t.lebM so.D•oddnl•id /tr„p4 VRT•49•1 T,M/ 1i• .n..,i P1.wnd by. JACK O. ACAORE, Can. Aar , auWvan, Admit a ik,Wan 2611 Pence be Leon OW, tube 320 Coral Oaths, R 33134 n<►. ry M •sonPo, col h•nA a eshIWJNu*.pr-Id 107a7h017o .r o 1-/ 1ol on or w MfCMOE DRECOMOSeoc. ( t COvNir,s,0i0A DCCURO.T.TMQD HARVEY RUVIN clean cochA r ooutl VAC► ASOV[ TwruH( ,OAPROCTi®ho DATA R«:17939 �2400 98RO 14754 1998 JAN 12 15153 DOCSTFDEE 2,700.00 SURTX 2,025.0O NARVEY RVVDN,• CLEkit DADE NUM, FL PAC MOVE TWO Uhl F041 ,1iCOAO040 OATH WARRANTY DEED (STATUTORY FORM • SECTION 689.02, P.S.) This Indenture, urd& tibia ? fh day of January, 1998. Between Raymond A. Ball and Dorothy K. Ball, as Trts of the Raymond art QDoroth Ball Trust dated May 11, 1293 of thr County of ofFodda,gruhtori,ad ,th y Abraham Chevrolet Company ,Ltd. rlarida LxQState poet office eddrodc is Lf / h / S T,r !, (t i t~ '11 J; y of the County of Miami -Dade, State of Roads, grantee;e� fji p Witnespth that said g:untor, for and in comldonllion of tho sum of Ton and No/l00 Dollars (510.014 ',id other good and valurble consideration to said grantor in Farad said No brad and sold to tha said Mud � JS �, the receipt whereof scied hereby actawwlog and b in Mianil•Ddo C gorida,, and granted'► hairs and assfgJv, forovar, lle foltowing described (and, citwtD, lying �8 County, Florida, lo•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 grantor sluedhereby fully warrant the titlo to said land, and will defend the sore against UM lawful clainu of all persoru whomsoever. **Grantor' and 'gruuee' pro used for singular or plural, u context ►e1r'I►os In Witness Whereof, grantor has twrTmuito sat grantor'. hand ,sod real aro day and year first above written. si ie.lad and SOW demand fo our prrooanca. w� zS;wT ii O • 1=10 p� asn. Price N w t •' try Mad F 1Ct ,?1 C i Merit aQ ' t/1Ord Trw Pried ores I.D. sox 851. fait Pgtatka. Pali OJlror At iny. 8!o'saod lt,as trurte. Lfed 11. HrJ .tier it ft. 32131 'Matte of the Panned sad Dorm malt trust dated nay 11, 1993 P.OMOM , Cox $ 1. East Psiatta. fj 32131 ran orrbe Adel me STATE OF FLORIDA COUNTY OF a1,,.y.4, 1 - P�," The foregohhg Instrument was acknowledged before me this i -�1 Dorothy K. Ball. at Twister's of tha Raymond and Dorothy Bail Trust dated y of sMeyry, 911. 1993 Raymond are lye know w or wise have produced a Fl-Gt elite 190:171 S10 as identification and did take an oath. My Commission Expires:%kW.) lc'tcj NOTARY PUBLIC: Ate,Ni,e,.: Kim berty a •FloJeo Siato of Florida at Large tsisq 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 of: Z. / Le op . DIRECTORS: GEORGE ABRAHAM SHAREHOLDERS: THOMAS H. MALOUF, indially THOMAABRAue—�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 ated 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 /i7" day of fpV6,.t361, 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 b 2 5 ofthe 4 ( )( )(�ii d )( )( ), and 1.704-1(b)(2)(ii)(d)(6) ((h 1.704-1e 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: be credited distributive or gain that hereof, and such Person such Person. (i) To each Person's Capital Account there shall such Person's Capital Contributions, such Person's share of Profits and any items in the nature of income are specially allocated pursuant to Section 3.3 or 3.4 the amount of any Partnership liabilities assumed by or which are secured by any Property distributed to (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 Partnership this Agreement, the of the transferor interest. In the event all or a portion of an interest is transferred in accordance with the terms of transferee shall succeed to the Capital Account to the extent it relates to the transferred (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). (1) "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: (1) 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., $ 130,000.00 a Florida corporation 4181 S.W. 8th Street Miami, Florida 33134 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( )( )()(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 734(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 14 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. 15 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: 16 (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 Partners; 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 agreement among 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: (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 Partner. (d) Any event which causes there to be no General 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) First, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than General Partners; (b) Second, to the payment and discharge of all of the Partnership's 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 address set forth in Section 1.4 hereof; (b) If to the General Partner, in Section 2.1 hereof; and (c) If to a Limited Partner, to the address set 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. the Partnership at the to the address set forth forth 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.fABRAHAM, President NMD/Abraham/MIAMI-Am.Ltd File R870202 LIMITA3D PARTNERS: THOMAS H. MALOUF, individually By: NORTHERN TRUST BANK OF FLORIDA, N.A., as Trustee u/a dated November 5, 1985 f/b/o George Abraham 2C '' NORTHERN TRUST BANK OF FLORIDA, N.A. as Trustee u/a dated November 5, 1985 f/b/o Marion T. Jones f By: /7/'7z NORTHERN TRUST BANK OF FLORIDA, N.A., as Trustee u/a dated November 5, 1985 f/b/o Judith A. Baker azie/;--e J :J NORTHERN TRUST BANK OF FLORIDA, N.A., as Trustee u/a dated November 5, 1985 f/b/o Norma -Jean Abraham By: By: 33 By: NORTHERN TRUST BANK OF FLORIDA, N.A. as Trustee u/a dated November 5, 1985 f/b/o Thomas G. Abraham e L /Le / %fC' 5 (c/e{ 1 .1- 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., 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., 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., as Trustee u/a dated November 5, 1985 f/b/o Thomas G. Abraham 700 Brickell Avenue Miami, Florida 33131 $ 1, 000, 000.00 7.69% $ 1, 000, 000.00 7.69% $ 1, 000, 000.00 7.69% 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: .4.0RAJ4 Rea. bWiewned w.900W'OTE a.. eon! Me aaor SW 42. Avenue 1.0Cera iry or sMau Lux Water u Oun. Elm.. a. based on a Cw d Marewni Bendln.l3. Me seine Ctm a an Ica sal Nees wee. lord. In ere Nor.. corner d me ea.smlvl d SW 42N Ammo and SW 0. 4. ele.aon 13006 leer City el Mane INLWI arer a. 12025 h lr; . Nod ue wrw4ee Is+or m C. Ia. IMLWI Olen p NNwrml GeodeticVebd Oscan 1020 (NOVO. eal M0.20 feel. The Seed ownR� epee Iluod ISFNyn2wa aN.S Flood F1voe OPembHawed4* 2yFb.Y.1rc 10222Aes Nap 012DINC L. Celmunv Be 120000. hewing a ropeeel dad of Seplember 11. MO. Sod des aaeeame h.sl dewped Zone z,nae d.ra.ed eba abide RI. 0.296 en. rree ModliaYr. 1M Peed Prepay ere ewer 4* T840. Urn Ca Tram. Zoe. Open pas. lempy. weal. une., Iwo Ian. a. el.03 1.1.1erca) Esq an Ow 30r.21 Ma • de• CO on the Cava NAMi11PW. q La. 452era. AePeca . Owe. 2003 NMI. May per No enwo...13 WNW .5aaOa el >hen .cam a e°any.ee ned 1.� own*. a .dlMe �e. d EN rnderNe d WNM hoes berm Beaded. Thew may he olher lndewond WRNS a WOW.. Mow sdevedb Nevi app reel®as down on ielch No wk... E a Men hbapby Me Surveyor. Udw Rpm d Way as .hoan . beeu0 en Me Iumdq Pr, a vmd dew.. end Be 001 • Ruble Maas Ilepatment Aft* Sewes ma has Pa been a.m. try ue Surveyor . RpN d Way R..114920E only by CNy of Mp Me. S1le have m been .based. re are Rey ...xa by Re Cry of Nina. Any navels. E ogson end. we el leer. downbeat pefir Rrao4May, v Y1Om caww.. NS somede«py' m . However. lawlar Nero. 1d anyrel.d 2.areasa RgmepWs other Man Mow on Re ream. pro Baled e the le. dewbsn, Se Melee el Pee Wade,. A ampere. p�ebbs mesped I4 324 2l. o i IP) e. awlwd IC) damn. * q eased I.eTy n Me nonwred le. blen0bmw Woad. a Dap.* based on Me raraw..=▪ cum *apetlwCnd .I.. Pa. Wm. Dap11.Ir.41AY2 Sheet. ANON.4 , Mr4Nn deb* on wed Map wad Pneel from bale bsat araeele alornrnbn, Cry dMrdme.. no reepaa4grern wren or awe.. • r ,51..a.n I*Nm e a ProN1 Nan. Re lemdspl.ml alma sway. rote mlmemam a .opplwl2 a eidla. lay any other pep. *.. (INlmmtl CL .Isore/. M. mop w WaMd 5 r ddgepd el e es1 d 20 or s. Al OW ream. Wended depleads s survey •.eawl 0Na'. no ee *. accuracy veto o0+g.a Iad'.1 me di.. of ia lo close end ny hop 1351 .11.131. 3dwd TRNIAif PARK 4Wne Iheera 0l lnarb R.. IO N1 1oer Num. el Gur..es Neer. N Sower Amber ol PCP • alPro.. carer. Rood 132.071 epee ENO 05 Anal 132.417paS fe.1305 Auer. _W (Wend E ERR ler..pl 4 PCP 2 Lot Comer S0 Mal Seek 1. Pqe 1M GRAPHIC SCALE tri 1 ewe �) R PREPARED BY E.R. BROWNELL & ASSOCIATES, INC. CONSULTING ENGINEERS LAND DUVroR 2434 SW 28th Lone Miami, aSUR.33133 PHONE: (305) 860-3865 FAX: (305) 860-3870 SCALE: 1'=30' MARCH, 2012 CERTIFICATION No. LB 761 JOB NUMBER: 57468 t LOCATION MAP Scale : 1:300 POR1I011 6 ME SE I/O. SW I/O a SECTION 5-54-41 OWNERS WYE NA.. CROUP LID wad a 01.1OI.ETCOwANTITO. .urtIN CwvV 1.211i SOFT. SERVICE DEPARTNINT edx) CITY OF MIAMI HEARING BOARDS PLAT4B.RREVIEW LEGAL DESCRIPTION: All d RE. 3 01 TRNUIE PARK, adaag e a GIs used ream. in PIN Bad. s. dPape 12 olee PAN Rs* dEWm.Mde Cwdv.Fbls, We a mplthe b.. Ewa pareele BR. ow. W recordeddNPdi.LeeNE14.*OPpe IT. EPUAN 0*2EwM.*002m. NW e ad e and 44 5 Weal eea rlphl apesend Paar.wr d Ris aa a.ee the feel. elaBedhr.a IA el Sow 5. TpeMg 5e Sea, Rene 41 Ent AND S. AEON Red d La 35. 30. 21 end 30 on Dos 3 of TRA.9RE PARR. e®e.pm tle ee pea lid. in Per Boos,. Pp 12,d Ma MM. RN*of Conti. F*W.p M. Ea el a lin u. N 435 lee .5M or, le .Om ape and pear N me E. Ye d Re 6oNeen IN d S.▪ . S Teee.p 54 Bad.. Rena 41 ESL ANO c. mtome. M . d Ned M Sewer 9 Tose.. Rem..Rem..Ell.. ode Ca E. New. pang Nose pvrbw d loft 1 and 2. 3 RN. 3 d 1RNONE PARK Amor.. a Re der Ihasol reared in PM Ba s, . Pp 12, d dad MAJ. Rem* d M.Mga Cor*M. FYVMe. *ice lies .d. In earn. era lensedad bemire bye 25.Ceel vote. cam rzn o. a dad NmNwel • red beep rgwa Beets Swu.ed.y or se1a2 and howeled � sw a bensgam Pe be We. ae apaeatl weue Eel.u0eryd Loll SURVEYOR'S CERTIFICATION: T. cm. es..rn le Me 1.2 no n°le.aaw .Scanalunat amar Men:Of NWerheale a.i *an hence. end sosrd.ren endleImo and 'm1a II a. la Na T.4Nbeewer• 90111.01, eery and lee been Tepee. PO* M elinivanTenn1a Stwln.a m eel le Re Fbge Bad el Prplee. 10 SWeeers .d Meppm as M NT N Chaplet 5117. P.m ANNIPANNe Facie. Wm sadbn. 51.17.051, 5117552er0 5,17050 ports .todaps .02021.Frpb SRN4 E R. BROWNELL AND ASSOCIATES, INC. Tbraa.SL204F W»4ra..a lend sr. el FloraSurveyor No 2 . ) WI rpm the sh cr. a cop®Si ied GIN,. dpW away vpial le.ed cal d e Freawaa../iAt 0 co tlJ ; k Q Sze LO gr u • E. i 5 N. s..0 T-905 I I II ommoi 8 gg TANIUKKGROVES (PO 118 PG 52) 6 •-faW..144 Pa - -Lea .aaa 10. ABBREVIATIONS: PPalm,. Wadi Pot (PR Pomona. Was. Pont P (0)- Dacia, - Wain Paw (6 - 94* .4M (0) - Road. Wed (R) - MOOR 0..(M.IWAL AN3 SEEN) R -a4+s xaaW fa. SO, RAE of My R -roe -lag• 96 i WWm It -add SR -Sln. Real 68 -fad 6,. 5 375 .06 7114 Pounds dm. 1iw:eLmo Common None Sabel Pe. SebrO Pm. 9.010 Pa. Pump Po. fisnrsh 18.44Ern RAAPAI Pat 061. Loma p upw.r P e. Uses rnemeaa /184111 Sl E PARK (PB 13 PG 50) Durnaor 17 12 Se N x ea TENTATIVE PLAT ANTHONY ABRAHAM TRACT fiwii a��as,1� 11. kVA WM g 4, i'11Y25 I 26 27 i 28 . . AAA --J--- L �-- L—' —. 11 I -_mil_.._ 3_,._L_.,, _J_ ��� • dam ..rz1 • ^L -I F--- -_T---- I- off' r '� a ,r 1 y 1 1 1 f 1 ..Yy rn �$' �_L • vMI e •� 1 fi 1 Ip1Y CBS GOLe, • I as 14 P y� (Wm�R2 ap 233� 22 21 20 19� 18 0 17 i 16 14 136 12 tt en 10 1 9 p.Y 6�a { 1' 1 1 1¢�1 1 P z - ..,, ""nan •� .a, 45 / ma.Gbfs M I '"h I`' 1 1� 9 w 1 I „a I �� ur..s► ne' I \'r . a� r. .A.,. I t o "T 0 1 1 - 1 1 7`.� t�r,� / a e� il xFaiMneirmi i M1 .e/fR.�ilWi�r.li�lliu€1.i1F.€ ai�_1i1�..1>I�(t '�f �rae.s.a..a- ,-..nieurw /�4. , fiji U ,,` h _.tt o:.f _ _. ro_La �' x ry4 -, lk f�� 'VR• Ib ID -I• - • (SAt. N 80-US 41) (TAN/AMI TRAIL) W _ AMP,'" ana�9(q. _ 44�* _ - "1"1 5r - x— - ° o'� Vax lm. a. av�,.. -as-- ANTHONY ABRAHAM TRACT A REPLAT OF A BLOCK 3 OF aTRAJUNE 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 , we FEET la PREPARED 0,1 E.R. BROWNELL Sc ASSOCIATES, INC. CONSUL1(NG ENGINEERS LAND SURVEYORS 2434 SW 28th Lane Ikonli, Florida, 33133 PHONE: (305) 860-3866 FAX: (305) 860-3870 SCALE: 1"-- 30' MARCH, 2012 CERTIFICATION No. LB 761 JOB NUMBER: 57468 1 T R A J d N E P A R IK PLAT 1 1 1 I (I'e i4 PC 12) I I I r z 1 D I 4--- a 1 6 MR}BAv 474N(6RSY(PI mm' i0• V.auer 4,4 S NC 8 at 'STREET „a /i_ ft.. sena �T-i-I--T-7-I----- mAcrc --- I--T_T I_ ITI7 1-T-7— 61 51 4 111eLxx31 1 2 1 1 TALI(BIB GROVES NO2 1 1 1 2 1 3 4 5M e�lalcx6t 7 I 8 I 9 I 10 11 12 I TAM61Y1 GROVE -RI 140.2 I 1 ) I I (FB B PG Ps9 I 1 I 1 1 (PI 19 PG 142) 1 I I I I I I I I INN OF #BA l l I L L l NE&AII2. BOARD FLAW' REVIEW 844,4664. 8 I 7.4`4 6 1 5 4 I 3 I „a Pam, dRa am