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10-17-06 SPECIALChair vice Chair Member Member Member Member Member AUN 1001 Making our Neighborhood a Great Place to Live. Work and Play' Horace Feliu CRA General Counsel Velma Palmer CRA Executive Director Randy G. Wiscombe CRA Secretary Marie Birts Jay Beckman Adrian Ellis Rodney Williams Eve Boutsis Yvonne Soler- McKinley Maria M. Menendez, SOUTH MIAMI.. COMMUNITY REDEVELOPMENT AGENCY Special CRA Meeting Meeting Date: Tuesday October 17, 2006 Time: 6:00 PM Next Meeting Date: Monday November 13, 2006 Time: 6:,30 PM 6130 Sunset Drive, South Miami,' FL Phone:(305) 668 -7236 City of South Miami Ordinance No. 10 -00 -1712 requires all lobbyists before engaging in any lobbying activities, to. register with the, Clty. Clerk and pay an annual � fee of $125.00. This applies to •all persons who are retained (whether paid or not) to represent a business entity or organization to influence "City" action. "City" action is broadly described to, include the ranking and selection of professional consultants, and virtually all- legislative, quasi - judicial and administrative action. It does not. apply to not-for-profit organizations, local chamber and merchant groups, homeowner associations, or trade associations and unions. CALL TO ORDER: A. ROLL CALL: B. INVOCATION: C. PLEDGE OF ALLEGIANCE: SPECIAL MEETING RESOLUTIONIPUBLIC HEARING 1. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) AGENCY APPROVING A.BUDGET,FOR THE SMCRA AGENCY FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2006 AND ENDING' SEPTEMBER 30, 2007; AUTHORIZING THE EXPENDITURE OF, FUNDS ESTABLISHED BY THE.BUDGET AUTHORIZING THE:AGENCY TO,SUBMIT THE BUDGET TO MIAMI -DADE COUNTY FOR APPROVAL; PROVIDING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. RESOLUTIONS 2. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO LAND ACQUISITION; AUTHORIZING THE EXECUTIVE DIRECTOR, TO EXECUTE A PRELIMINARY LOAN AGREEMENT WITH REGIONS BANK BASED ON PRELIMINARY LOAN TERMS PROVIDED.BY REGIONS BANK TO OBTAIN A LONG -TERM LOAN IN THE AMOUNT OF $2,730,000 TO, PURCHASE PROPERTIES.REQUIRED TO DEVELOP MADISON SQUARE; AND PROVIDING AN EFFECTIVE DATE. 3.A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY '(SMCRA) RELATING TO REAL PROPERTY;. RE-AUTHORI ZING THE PURCHASE OF 6442 SW 59' PLACE, 'BEARING FOLIO NO.: 09-4025 - 010- 0180.AND 6443 SW 60"h AVENUE, SOUTH MIAMI, BEARING FOLIO NO.: 09- 4025 - 010 - 0050 ; AUTHORIZING THE PAYMENT OF .PURCHASE PRICE OF' $856,659.36 TO ,GRAHAM HANOVER, INC., UPON APPROPRIATE FINANCING; AND CHARGING THE DEPOSIT /CARRY COSTS OF $ 126, 659.36 TO, ACCOUNT NO. 610- 1110 - 583 -61 -10 (LAND ACQUISITION); AND PROVIDING AN EFFECTIVE DATE. ADJOURNMENT PIEAlE TIKE /)OT /CE TNAT IECT/0/L 4-2. ltkjtfj `° or THE CODE: or ; 020117I40CEl PRO 0700 THAT 1417r: PERIOA WWWRG' PERIOAAI AMPERTMESIX OR ''MADEROUI REMARIfff OR WHO IN911 BE009E ,601MR00101111F BDDREIIING THE COB NIVI00 111.01 Of fORTNOM BARRED MOW 1URTNER. AUDIEAOE'SMORE THE 001127011 Br THE PREND /BG OMCER, : UAIEII;PER91111OA'-To. COAT /AUE BE I GRAATED MAN NA/OR /TY VOTE or WE comm/Ilion." PURSUANT TO FLA STATUTES 286.0105, "THE CITY HEREBY ADVISES THE PUBLIC;THAT IF A PERSON DECIDES, TO APPEAL ANY DECISION MADE BY THIS BOARD,. AGENCY OR COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT ITS MEETING OR HEARING, HE OR SHE WILL.NEED A RECORD OF THE PROCEEDINGS, AND THAT FOR SUCH PURPOSE, AFFECTED PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. THIS NOTICE DOES .NOT' CONSTITUTE CONSENT BY THE CITY FOR THE INTRODUCTION OR 'ADMISSION OR OTHERWISE INADMISSIBLE OR IRRELEVANT EVIDENCE, NOR DOES IT AUTHORIZE CHALLENGES, OR APPEALS NOT OTHERWISE ALLOWED BY LAW. 'elf' 2001 Making our Neighborhood a Great Place to Live, Work and Ploy' To:. Honorable Chair and Date: October 17, 2006 .SMCRA Board Members From: Yvonne Soler - McKinley, ITEM No. L SMCRA Executive Direct FY 06/07 BUDGET HEARING A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) AGENCY APPROVING A BUDGET FOR THE SMCRA AGENCY FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2006 AND ENDING SEPTEMBER 30, 2007; AUTHORIZING THE EXPENDITURE OF FUNDS ESTABLISHED BY THE BUDGET; AUTHORIZING THE AGENCY TO SUBMIT THE BUDGET TO MIAMI -DADE COUNTY FOR APPROVAL; PROVIDING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. BACKGROUND On October 9, 2006, the South Miami CRA Board held a budget workshop to discuss the FY 06/07 SMCRA Proposed Budget. The results of the budget workshop and proposed budget amendments are provided in Exhibit 1A and 1B. As indicated in Exhibit 2, the proposed budget includes total revenues of $1,835,656 including $1,571,798 in combined city and county tax increment. financing revenues, $253,047 in "cash carry . over" revenue and $10,811 in SMCRA interest revenue. Major areas of funding emphasis in the FY 06/07 proposed budget include: • Land Acquisition of Property Required to Develop Madison Square; • Renovation of the SMCRA Mobley Building for Community Orientated Office and Business Start Up Space; • . Rehabilitation Funding for Existing Affordable Housing Stock; and • Economic Development and Job Creation Assistance. Approval of the attached resolution shall authorize the expenditures in the FY 06/07 .Budget and authorize the" Executive Director to submit the budget to Miami -Dade County for approval. Recommendation Staff recommends approval of the attached resolution authorizing the expenditures in SMCRA FY 06/07 Budget and authorizing the SMCRA Agency to submit the budget to Miami -Dade County for final approval. k Attachments: Resolution Budget Workshop Results FY 06/07 Proposed Budget FY 06/07 Proposed Budget County Format FY 05106 CRA Accomplishments YSM /SD E: \CRA\ FY 06/07 Budget Hearing 1 RESOLUTION NO. 2 3 4 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY 5 REDEVELOPMENT AGENCY ( SMCRA) AGENCY 6 APPROVING A BUDGET FOR THE SMCRA AGENCY FOR 7 THE FISCAL YEAR BEGINNING OCTOBER 1 2006 AND 8 ENDING SEPTEMBER 30, . 2007; AUTHORIZING THE 9 EXPENDITURE OF FUNDS ESTABLISHED BY THE 10 .BUDGET; AUTHORIZING THE AGENCY TO SUBMIT THE 11 BUDGET TO MIAMI -DADE COUNTY FOR APPROVAL; 12 PROVIDING SEVERABILITY; AND PROVIDING FOR AN 13 EFFECTIVE DATE. 14 15 WHEREAS, the SMCRA is a Community Redevelopment Agency 16 which is a municipality located in South Miami, Miami -Dade County, 17 Florida, created under the City /County Interlocal Cooperation Agreement; 18 and, 19 20 WHEREAS, a budget workshop on the proposed FY 2006 -07 21 Budget was held by the SMCRA on October 9, 2006.at South Miami City 22 Hall, 6130 Sunset Drive, South Miami, Florida 33143; and, ' 23 24 WHEREAS, the amount of funds available equals the total 25 appropriations for expenditures and reserves. 26 27 NOW - THEREFORE BE IT RESOLVED BY THE 28 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF 29 SOUTH MIAMI, FLORIDA THAT: 30 31 Section 1. The above recitals are true and correct and are 32 incorporated herein by reference. 33 34 Section 2. The Budget of the South Miami . Community 35 Redevelopment Agency (Attached as Exhibit 2) for the fiscal year 36 beginning October 1, 2006 and ending September 30, 2007, was considered 37 at a public hearing and is approved and adopted. 38 39 Section' 3. The Budget shall be transmitted to Miami -Dade 40 County pursuant, City /County Interlocal Cooperation Agreement for the 41 SMCRA agency. 42 I Section 4. The funds appropriated in the budget may be expended 2 in accordance with the provisions of the budget, the Community 3 Redevelopment Plan, and as authorized by the law. 4 5 PASSED AND ADOPTED this day of October, 2006. 6 7 ATTEST: APPROVED: .8 9 10 11 SECRETARY. CHAIRPERSON 12 13 14 Board Vote: 15 Chairperson Feliu: 16 Vice Chairperson Wiscombe: 17 READ AND APPROVED AS TO FORM: Board Member Palmer: 18 Board Member Birts: 19 Board Member Beckman: 20 Board Member Ellis: 21 Board Member Williams: 22 GENERAL COUNSEL 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 Page 2 of 2 'III, 2001 CRA. Making our Neighborhood a Great Place to Live Work and Play' BUDGET WORKSHOP RESULTS EXHIBIT 1A The following list contains Board recommendations provided during the October 9, 2006 Budget Workshop. Also included are staff s recommended line item amendments. • Increase Land Acquisition Funding Account funding in Account 610 - 1110 - 583 -61 -10 (Land Acquisition Account) has been increased by $100,000. Reallocated funding was obtained by decreasing the following budget line items: ➢ 610- 1110 - 551 -99 -33 (Economic Development and Job Creation) (- 10,000) ➢ - 610 -1110- 552 -31 -20 (Commercial Building Rehabilitation) (420,000) ➢ 610 - 1110 -553- 99 -30 (Residential Rehabilitation) (- $37,500) ➢ 610 -1110- 554 -44 -10 (Rents and Lease /Office Rent) (- 9,500) • Increase Infrastructure Funding Account No. 610- 1110 - 513 -34 -50 (Infrastructure /Other Contractual Services) has been increased by $25,000. Additional funding will be utilized to obtain a detailed infrastructure analysis to determine the need, location. and feasibility of additional streetscape enhancement projects. Preliminary design work may also be funded through this line item. • Increase Part -Time Interns ➢ Account No. 610- 1110- 559 -34 -50 (One Part Time Intern) has been increased from $6,000 to $12,000 to accommodate two part time interns. • Reduce Grant Funding in the Business Start -Up, Residential Rehabilitation and Economic Development Programs. The overall number of individual grants has been reduced in the following programs: ➢ Funding in Account No. 610- 1110- 551 -99 -33 (Business Start-Up Assistance) has been reduced by $10,000. ➢ Funding in Account No. 610 - 1110- 551 -99 -33 (Business Start-Up Assistance) has been reduced by $37,500. ➢ Economic Development and Job Creation Category funding has been reduced by $30,000. • Provide Salary History For CRA Funded Positions The FY 06/07 Proposed Budget includes the following salaried positions: ➢ Receptionist — Salary ($31,878) (75%, Paid By CRA, 25% Paid By Planning) Programs Coordinator, Community Outreach Coordinator — Salary ($46,272) ➢ Accounts Technician — Salary ($37,752) ➢ Principal Planner — Salary (57,764) (50% Paid By CRA, 50% Paid By Planning) ➢ Shared Grant Writer — Salary ($57,764) (50% Paid By CRA, 50% Paid By City) ➢ CRA Director— Salary ($72,155) The FY 05106 Approved Budget included the following salaried positions: ➢ Secretary — Salary ($29,332) ➢ Programs Coordinator, Community Outreach Coordinator — Salary ($41,272) ➢ Shared Grant Writer — Salary ($57,766) (50% Paid By CRA, 50% Paid By City) ➢ Principal Planner - ($57,766) (50% Paid By CRA, 50 %Paid By City) ➢ Planning Director — Salary ($20,000 in addition to Planning Salary) The FY 04105 Approved Budget included the following salaried positions: ➢ Secretary Salary ($27,618) ➢ Programs Coordinator, Community Outreach Coordinator — Salary ($4.1,272) Shared Grant Writer — Salary ($57,766) (50 %Paid By CRA, 50% Paid By City) ➢ Principal Planner - ($57,766) (50% Paid By CRA, 50% Paid By City) ➢ Planning Director — Salary ($20,000 in addition to Planning Salary) • Indicate CRA Positions Vacancies . The permanent CRA Director position is currently unfilled. • Projected Property Management Expenses For the -FY 06/07 budget year, staff anticipates a need for property management services to maintain future CRA property located at 6442 SW 59h Place and 6429 SW 59th Place. There are a total of 11 combined units in the subject properties. Property management will be required to collect rent from existing tenants for 10 months. Property management services will also be required to rehabilitate existing units to achieve code compliance and to initiate structural demolition as required. Anticipated expense - $30,000. • Allocate Funding. for Legal Advertising ➢ Legal advertising in the amount of $500 are required to advertise 3 anticipated requests for proposals and approximately 2 -3 legal advertisements related to budget and other. 8 4 1191HX3' O O a n N 0 0 0 4 N TO "/U CD v 00 ^v Y / m rnrnrnrn rn rn C) C;) Mamrn v 0 0 0 0 0 0 O O O 0 0 C O O •00,. 0 0 0 0 0 0 0 o O o 0 0 0 o a A0 + l � �.. r .W... W W I ! (O .11 ! W ... � W t0 O D .�. 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O 'A" G C) o N p O " O O tJ/ p O 6n 0 C 0 6A tp V t!1 V O V N Obi O O cc W T A d 0 L O N to GO,f f0 W G O p w 6 lb O K O C3, N := b l7D 00 O as t0 tD A O O ININIM O O A O O Cl O O O O 0 0 ,1 0 c �2 0 N 0 0 O 4 N TO M'^ VI m v ai ^c Y i i South Miami CRA FY 2006 -2007 Proposed Funding (County Format) s �< w tf Budget` f z ;Budget`, Bud,et:' Revenues r .r, ,, ?Adopted • - pro•ection . J : Pro osed'. '7 City Tax Increment Revenue 645,320 645,320 831,463 County Tax Increment Revenue 541,804 541,804 740,335 Carryover from prior year 388,800 388,800 253,047 All other revenues (na Interest 9,500 9,500 10,811 Transfers in from others (name) - Interest earnings Revenue Total 1,585,424 1,835,656 Ex eriditur`es Admm�strataveaExpenditures '• ,, ., � -�. Employee salary and fringe 201,603 76,026 268,673 Contractual services 6,180 6,180 6,500 Insurance Audits and studies 5,500 500 6,000 Printing and publishing 1,000 1,500 Marketing Advertising and notices, Travel 1,000 930 1,000 Rent/lease costs Office equipment and furniture 7,336 4,663 16,320 Other Admin. Exps (attach list) 1,500 1,406 1,500 (A) Subtotal Admin Expenses, % 224,119 89,705 301,498 County Administrative Charge at 1.5% 8,127 - 11,105 (B) Subtot Adm Exp & County Charge 232,246 89,705 312,603 eraing:Expenditures. "'. '• Employee salary and fringe - 40,000 1,025 9,689 Contractual services 20,000 14,275 61,000 Insurance 4,000 661 19,148 Audits and studies Printing and publishing 7,500 6,780 4,500 Marketing Special events 25,000 - 25,000 Legal services /court costs 45,000 13,687 50,000 Land /building acquisitions 260,000 9,715 440,100 Infrastructure improvements 152,500 10,295 50,000 Building construction & improves 274,000 3,780 330,000 Debt service payments 24,000 24,000 1,700 Redevelopment grants given out 280,000 52,007 237,500 Redevelopment loans issued out Transfers out to others (attach list) 123,600 3,600 128,300 Other Oper. Expenses (attach list) 34,000 30,000 4,000 (C) Subtotal Oper. Expenses 1,289,600 169,825 1,460,937 . (D) Reserve /Contingency 63,578 3,750 61,327 Expenditure Total (A +B +C +D) 1,353,178 173,575 1,834,862 EXHIBIT 3 SnV4 M km =oo, mcm 'Waking aarNelghbor =d a Great AKe to LnG Mvk and PW FY 05/06 Accomplishments During the FY- 05106 Fiscal Year the South Miami CRA has made significant progress toward implementing the goals and objectives of the CRA program. Based on an analysis unexpended funding in 'comparison to previous years, it is evident that the amount of underutilized funding or "cash carry over" has significantly decreased over time. The current "cash carry over" is now approximately 16% of the total -FY 05106 Budget versus a "cash carry over" of 31% in FY 04/05 and a "cash carry over" of 47% in FY 03/04. This is a clear indication that allocated revenues are being utilized as approved and in accordance with the goals and objectives of the 1999 SMCRA Plan and 2005 Plan Update. Miami -Dade County has also expressed their support for the SMCRA cornerstone project. On September 12, 2006, the County Commission approved a long -term SMCRA bonding program and an extension of the SMCRA Agency until year 2020. The following is a list of program activity highlights accomplished during FY 05/06: A Newly Structured Budget was Approved and Successfully Implemented by the Agency An FY 05106 Budget was structured based on the findings presented in the 2005 Plan Update. The key feature of the newly structured budget is a more accurate assessment of relevant needs within the Community. During FY 05106, the SMCRA expended approximately 841/o of the entire budget on community based redevelopment projects. The cash carry has also significantly. decreased during FY 05106. • An Accesable Monthly Expenditure Report is provided for Public Information The CRA expenditure report is included monthly in the SMCRA agenda packet. The monthly expenditure report has also available upon request in the CRA Offices. • Employment Training Courses are Initiated as Part of the CRA Partnership with the AGC Apprenticeship Program In partnership with the AGC Apprenticeship Program conducted employment training courses for interested residents. A curriculum including. 72 hours of classroom instruction in the construction industry was implemented during a period of nine weeks to participating students. AGC's promise to their students is to make a concerted effort to find jobs for program graduates. As a result of the AGC training and placement program, 17 full time positions were secured during FY 05106. • Single- Family Home Refurbishment and Employment Training is Provided as ' Part of the Partnership with the Wounded Healers Job Training Program As part of the on -going rehabilitation of existing affordable housing in the area, the SMCRA partnered with the Wounded Healers Job Training Program. Along with CRA grant funding, exterior refurbishment has been completed on twenty -two single family homes in the District during FY 05/06. Each home was refurbished utilizing an existing resident labor pool. As a result of resident involvement, program participants have gained valuable employment trade skills.. During . the fiscal year, Wounded Healers has also provided educational training courses to interested residents. • A Continuation of Affordable Housing Development During FY 05106 the - SMCRA successfully mitigated various development obstacles associated with affordable housing construction. As a result of completed negotiations with Greater Miami Neighborhoods, construction has resumed on two affordable single - family homes in the CRA District. The ' SMCRA anticipates new residents occupying the by Spring 2007. • Provided Grant Funding for Multi- Family Housing Complexes In an on -going effort to improve housing units and quality of life in the in area, the SMCRA has funded an exterior .refurbishment project in the Lee Park Residential Complex. The completed initiative included roadway refurbishment of depleted parking, installation of . decorative landscaping throughout the complex and a new irrigation system to sustain the landscape improvements. As a result of this initiative, a four square block area of the District has been aesthetically enhanced. • Residential Rehabilitation Grant Awards The SMCRA awarded rehabilitation grant to four households in the CRA Area. Grant funding was requested to fund various functional improvements including kitchen, bathroom and other home refurbishment projects. • Provided Consumer. Credit and Home Ownership Counseling. In an effort to prepare residents for new home purchases, the SMCRA has partnered with the Consumer Credit Counseling Agency to provide quarterly seminars and individual counseling sessions for first time home buyers in the District. Negotiated with Willing Property Owners to.Purchase Land Required to Develop Madison Square. To facilitate development of Madison Square, the SMCRA has successfully negotiated with five willing property owners and has contracted to purchase seven additional properties. As a result of County approval, the Agency will now seek long -term bond financing to complete property acquisition. Upon completion of land acquisition, the site will be offered to potential developers as a incentive to construct. • Completed Construction of the David D. Bethel Pavilion located.at Marshall Williamson Park. In.an effort to provide'a safe recreation facility .for' local residents, the CRA commissioned architects to design a community orientated recreational pavilion. Once erected, the pavilion will provide a recreational gathering area.for residents and will provide an.enhanced sense of pride of ownership in the community. The project site has currently been cleared for development and construction is expected to commence during the winter of 2005. • Purchased and Installed Street Furniture for Church Street. As part of the overall Streetscape Enhancement Plan for Church Street, bus benches have been purchased and installed along SW 591h Place, throughout the entire length of the project area. These newly installed bus benches have been architecturally coordinated to complement the design theme for the proposed streetscape project. • Prototypical Streetscape Section Constructed along Church Street As part of the overall Streetscape Enhancement Plan for SW 59`" Place, a prototypical streetscape section was installed along Church Street between 691h and Vh Street. The streetscape section includes decorative landscaping, new curb and gutters and pedestrian bus benches. A second phase of construction has also recently been completed on the street section located between 68th and 69`h Streets. As evidenced by the above list of accomplishments, the CRA continues to play a vital role in reversing blighted conditions in a longstanding South Miami Community. It is important to note that all available Tax Increment Financing Revenues (TIF) are generated and .later expended in the SMCRA Community as a result of redevelopment within the SMCRA. In a continued effort to implement the goals and objectives of the SMCRA Plan the attached budget has been prepared with the intent to facilitate much needed benefits to existing residents while focusing on programs that positively impact the entire SMCRA Community. 1 01 IL SMCRA 2001 ' Making our Neighborhood a Great Place to Live, Work and Play - To: To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Acting Executiv irector RESOLUTION Date: October 17, 2006 ITEM No. X APPROVAL OFLOANTERMS WITH REGIONS BANK A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO LAND ACQUISITION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PRELIMINARY LOAN AGREEMENT WITH REGIONS BANK BASED ON PRELIMINARY LOAN TERMS PROVIDED BY REGIONS BANK TO OBTAIN A LONG -TERM LOAN IN THE AMOUNT OF $2,730,000 TO PURCHASE PROPERTIES REQUIRED TO DEVELOP MADISON SQUARE; AND PROVIDING AN EFFECTIVE DATE BACKGROUND During the April 11, 2005 Meeting, the Board authorized the Executive Director to obtain property appraisals .and to negotiate for the purchase of properties required, to develop Madison Square. Property appraisals were subsequently obtained for all properties required for development. The estimated cost to purchase all of the remaining properties to develop the project is $2,730,000 On the September 12, 2006 Miami -Dade County, authorized the SMCRA to enter into a long -term loan agreement not to exceed $2,730,000. Based on the County's approval, the interest rate for the loan shall be 6% or below. Repayment of the loan would be based on the utilization of SMCRA TIF Revenues. The loan maturity date would be on or before June 1, 2020. In subsequent discussion with Regions Bank, staff has determined that Regions Bank would be willing to provide a preliminary loan agreement based on the above referenced parameters. As indicated in Exhibit 1, the loan terms provided by Regions Bank include the following two interest rate options: ➢ Option 1 — Taxable interest rate based on a 3 -month LIBOR +0.69 %, which can be fixed "synthetically" at a rate of 5.94% for 15 years via an interest rate swap (See Exhibit 2). ➢ Option 2 - Taxable interest rate of 5.99% fixed for 15 years with'a prepayment penalty in the first five years of 5% in the first year; 4% in the second year; 3% in the third year; 2% in the fourth year; and 4 % in the fifth year. Based on an analysis of the above referenced options, staff` recommends a selection of Option 2 (Taxable interest rate of 5.99% fixed for 15 years with a prepayment penalty in the first five years of 5% in the first year; 4% in the second year; 3% in the third year; 2% in the fourth year; and I% in the fifth. year). This recommendation is based on the fact that the interest rate of 5.99% offered in Option 2 is a conventional fixed interest rate. By selecting a fixed interest rate, the risk of negative interest rate fluctuations is eliminated. A sample amortization table has also been provided as Exhibit 3. As indicated in the sample amortization table, the annual debt service payment for the loan is $297,773.28. The corresponding budget line item in the FY 06/07 SMCRA Budget includes a total amount of $400,000 for Land Acquisition. Please note that Exhibit 2 (Managing Interest' Rate Risk) applies to Option #1 only. Approval of the attached resolution shall authorize the Executive Director to execute a preliminary loan agreement with Regions Bank based on the terms provided in Exhibit 1. A comprehensive loan agreement will be returned to the Board for final approval following authorization by Regions Bank. RECOMMENDATION Staff recommends approval of the attached resolution authorizing the Executive Director to execute a preliminary loan agreement with Regions Bank including selection of the Option 2 interest rate indicated in Exhibit 1. Attachment: Regions Bank Preliminary Term Loan Agreement Regions Bank Interest Rate Swap Information Regions Bank Profile YSIv1/SD \\MCGRUFFIPLANNINGIC R A\Approval of Preliminary Loan Terms.doc 1 RESOLUTION NO. 2 3 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO LAND 5 ;ACQUISITION; AUTHORIZING THE EXECUTIVE DIRECTOR TO 6 EXECUTE A PRELIMINARY . LOAN AGREEMENT WITH 7 REGIONS BANK BASED ON PRELIMINARY LOAN TERMS 8 PROVIDED BY REGIONS BANK TO OBTAIN A LONG -TERM 9 LOAN IN THE AMOUNT OF $297309000 TO PURCHASE 10 PROPERTIES REQUIRED TO DEVELOP MADISON SQUARE; 11 AND PROVIDING AN EFFECTIVE DATE 12 13 WHEREAS, during the April 11, 2005 Meeting, the Board authorized the 14 Executive Director to obtain appraisals and to negotiate for the purchase of 15 properties required to develop Madison Square; and 16 17 WHEREAS, property appraisals were subsequently obtained for all 18 properties required for development; and 19 20 WHEREAS, the estimated cost to purchase all remaining properties 21 required to develop Madison Square is $2,730,000; and 22 23 WHEREAS, on the September 12, 2006 Miami -Dade County, authorized 24 the SMCRA to enter into a long -term loan agreement not to exceed $2,730,000 25 based on repayment with SMCRA Tax Increment Financing (TIF) revenues; and 26 27 WHEREAS, the loan maturity date will be on or before June 1, 2020; and 28 29 WHEREAS, during subsequent discussion with Regions Bank, staff has 30 determined that Regions Bank would be willing to provide a preliminary loan 31 agreement based on the above referenced parameters; and 32 33 WHEREAS, the preliminary loan terms provided by Regions Bank include 35 the following two interest rate options: 36 ➢ Option 1 - Taxable interest rate based on a 3 -month LIBOR +0.69 %, which 37 can be fixed "synthetically" at a rate of 5.94% for 15 years via an interest J4 rate swap (See Exhibit 2). 40 ➢ Option 2 - Taxable interest rate of 5.99% fixed for 15 years with a 41 prepayment penalty in the first five years. of 5% in the first year; 4% in the 42 second year; 3% in the third year; 2% in the fourth year; and 1% in the fifth 43 year. 44 1 2 3 .4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 WHEREAS, based on an analysis of the above referenced optional interest rates, Option 2 (Taxable interest rate of 5.99% fixed . for 15 years with a prepayment penalty in the first five years of 5% in the first year; 4% in the second year; 3% in the third year; 2% in the fourth year; and 1% in the fifth year) is selected based upon the use of a conventional, fixed interest rate with no long -term risk of negative fluctuations of market interest rates. NOW THEREFORE BE -IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. The South Miami Community Redevelopment Agency authorizes the Executive' Director to execute a preliminary term loan agreement with Regions Bank for a loan in the amount of $2,730,000. Section 2. Upon further analysis and final loan approval by Regions Bank, a comprehensive loan agreement will be brought before the Board for final loan approval. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this . day of October, 2006. ATTEST: APPROVED: City of South Miami Community Redevelopment Agency Clerk READ AND APPROVED AS TO FORM: Eve A. Boutsis, General Counsel 2 of 2 Chairperson Horace Feliu Board Vote: Chairperson Feliu: Vice Chairperson Wiscombe: Board Member: Palmer Board Member Birts: Board Member Beckman: Board Member Ellis Board Member: Williams EXHIBIT 1: REGIONS BANK October 12, 2006 City of South Miami Community Redevelopment Agency City Hall 6130 Sunset Drive South Miami, Florida 33143 Re: Term Loan proposal to South Miami CRA for the acquisition of various properties Regions Bank is pleased to present this proposal to provide the City of South Miami Community Redevelopment Agency ("Borrower", "SMCRA") a Term Loa ' n (the "Loan") in the amount of up to Two Million Seven Hundred and Thirty Thousand dollars ($2,730,000). Borrower: South Miami Community Redevelopment Agency Lender: Regions Bank 2800 Ponce de Leon Blvd., 9th Floor Coral Gables, FL 33134 Public Finance Group (305) 648-7013 Amount: $2,730,000 •Maturity: May 1, 2020. Purpose: The Loan will be used'to acquire various properties located within SIVICRA's boundaries for further development as part of Borrower's Madison Square project. Terms: Interest and principal payments will be due on a quarterly basis. Principal and any accrued interest will be due at maturity, if any. Security: The Loan shall be secured by an unconditional pledge of Borrower's gross Tax Incremental revenues (TIF revenues). Interest Rate: Option 1: Taxable Interest Rate will be based on 3-month LIBOR+0.69%, which can be fixed "synthetically". at a rate of 5.94% for term of loan via an Interest Rate Swap. Option 2: Taxable Interest Rate of 6.99% fixed for term of loan with a prepayment penalty in the first 5,years of 5% in the first year; 4% in the second year; 3% in the third year; 2% in the fourth year; and 1 % in the fifth year. Note: Quoted rates above are indicative rates based on market conditions as of October 5, 2006. Bank can hold these rates for Borrower through expected closing prior to close of business November 20, 2006. Otherwise, final rate is subject to market fluctuations. Prepayment: There are no prepayment penalties with the above referenced fixed rates with the exception of Option 2 as listed above for the first 5 years; however, the Interest Rate Swap in Option 1 does have a two way make - whole prepayment provision, which may have a positive or negative economic impact to the Borrower only in the case of prepayment(s). Bank will provide further information on Swap prepayment provision during the due diligence period once Borrower has accepted these general terms and conditions of this term sheet. Closing Costs: Costs for the account of the Borrower related to this closing shall be limited to a $5,000 commitment fee for Bank to partially cover its expenses and a $5,000 fee for Bank's legal counsel. The Borrower will pay any of its own bond. or legal counsel for this transaction. Covenants and Conditions: A) All matters relating to this loan, including all instruments and documents required, are subject to the. Bank's policies and procedures in effect, applicable governmental regulations and/or statutes,- and approval by the Bank and the Bank's Counsel. B) Bank's legal counsel will prepare the legal documents for this transaction. Bank's Counsel shall submit a written opinion, in form and substance acceptable to Regions Bank that all documents are valid, binding and enforceable in accordance with their terms, that execution and delivery of said documents has been duly authorized. C) Borrower shall submit annual audited statements within 210 days of fiscal year end, together with an annual budget within 30,days of adoption, together with any other information the Bank may reasonably request. D) The Borrower shall comply with and agree to such other covenants, terms, and conditions that may be reasonably - required by the Bank and its counsel and are customary in tax exempt financings of this nature. Additional Bonds: The Bond Resolution will provide that the Agency may issue "additional parity Bonds" (as defined in the Bond Resolution) after the issuance of the Series 2006 Bonds and payable on a parity with the Series 2006 Bonds out of Pledged Funds, if the .following conditions are satisfied: (1) The Agency must be current in all deposits into the. various funds and accounts and all payments theretofore required to have been deposited or made by it under the provisions of the Bond .Resolution and the Agency must be currently in compliance with 2 the covenants and, provisions of the. Bond Resolution and any supplemental resolution adopted for the issuance of additional parity Bonds, unless upon the issuance of such additional parity Bonds the Agency will be .in compliance with all such covenants and provisions; (2) The amount of the Trust Fund Revenues actually received by the Agency as certified by an independent certified public accountant during the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the Agency of the eighteen (18) months immediately preceding the issuance of said additional parity Bonds were at least equal to one hundred twenty percent (120 %) of the Maximum Annual Debt Service on (i) the principal amount of the Series 2006 Bonds originally issued pursuant to the Bond Resolution and then Outstanding, (ii) any additional parity Bonds theretofore issued and then Outstanding, and (iii) the additional parity Bonds then proposed to be issued; (3) The Agency need not comply with subparagraph (2) above if and to the extent the bonds to be issued are refunding bonds, that is, delivered in lieu of or in substitution for the Series 2006 Bonds or previously issued additional parity Bonds, if the Agency shall cause to be delivered a certificate of the. Executive Director of the Agency setting forth (i) the Maximum Annual ` Debt Service (A) with respect to the bonds of all series Outstanding immediately prior to the date of authentication and delivery of such refunding bonds, and (B) with respect to the bonds of all series to be Outstanding immediately thereafter, and (ii) that the Maximum Annual Debt Service set forth pursuant to (B) above is no greater than that set forth pursuant to (A) above; (4) The Commission shall have approved the issuance of such additional parity Bonds. Capital Adequacy: In the event of a change in reserve requirements or in the interpretation thereof, or in accounting practice, or in other laws applicable to banks, loans or financings, or interpretations thereof, which results in increased costs to the Bank.of maintaining the Loan, the Bank shall be entitled to be reimbursed.for such increases. Other: The Loan is to be governed by and subject to the formal documents setting forth terms and conditions typical and customary in conjunction with loans similar to the Bond and consistent with prudent ' banking practices. Documentation shall be prepared by counsel for Bank. Documentation is to be governed by the laws of -the State of Florida and the United States. Acceptance of Proposal: Borrower must signify its acceptance of this proposal no later than November 6, 2006 on the acknowledgment below. This proposal shall remain valid until November 20, 2006 unless otherwise extended by the Bank. After you have had.a chance to review the following information, please contact us at (305) 648- 7013 with any questions. Regions Bank greatly appreciates the opportunity to provide this 3 financing proposal to the South Miami Community Development Agency. This proposal should not be deemed a commitment and shall not oblige us to extend credit to you, nor oblige you to borrow from us. Any and all terms and conditions contained within this Term Sheet are subject to change and revision prior to issuing a formal commitment. It is only upon our issuing a formal Commitment Letter that we become obligated.' Although the following provisions, terms and conditions are intended to be comprehensive, they are not necessarily inclusive of all the anticipated terms that will be applicable to the credit. All of such terms will be set forth in the final, definitive loan documents, and all such terms must be acceptable to the Bank and its counsel. Sincerely, Lance Aylsworth Relationship Manager Regions Bank BORROWER ACCEPTS THE PROPOSAL AS RENDERED: By: Yvonne Soler- McKinley Its: Executive Director 4 Date: P. Z_11�IHX�' i o N CD CD e Z_11�IHX�' i O ;ytl+ P P 71 v y CD U r- t- FD �r Y7 rt r � O n C 0 c Ei CD N FAG: I-t ro u' rD rl- o R- O � � O � O Ce � O � CD r i o a c�a a r+ N FAG: I-t ro u' rD rl- o R- cn O Ce r i r+ �cn R' rD s' CCD c cr r C op D rD O a: fD o �. rD 04 CD OP CFQ x rt rD S YI A� �T fif �D �D E- m s 0 ri- U] rf ra� x-O i� rD r O CD CD c� O � o n rD n rD M n O CD IS P c r n ¢, IV ✓v r a. O a C cr C cn �-t Pt n m O O �-C O r M eel• H , CD n fD �* CD fD j f•1` 1 iw r 70 rD rD k u O N W 0rD � � � t t r / /..,` .. O � � e e-1► W It ° `0 rn D �. rD rD °@ rD D �+• � a ` v 0 o'. R rD rD �- op o CD + Q C rO rp f:- �. e CD rD rD �a rD cf) CD CD v' n C4 Qr 8 ° n cn "n ° cn c' CD o P' D Or O C '.. cn CD It �3 O� E z � {D I T f s r�F �D 0 CD L n D �. rD rD rD ` v op rp f:- �. e CD rD p CD v' n C4 Qr �3 O� E z � {D I T f s r�F �D 0 CD L n o A � R � A F.r • H. o � R � � Q R o 0 o n R h. N. N. tw� 4 R R n � R h 0 > O f Q � h o R cb R. S IZ- O rt U-1 l ' 1 V) V 1 tn tn Pi N 0 ^O V , Q Ul O O O O i FOFB� 1� It f a• N W O O CD CA vi N C. qqZ� 4V 10 r1 ■ • V• V Ch V O r >; z r o � V h ��•� 0 ro � A � h � CD O � i r ♦ r � n uJ rn 7 O 0 0 P� W t� Loll { 'x � • t�D m o 0 n 0 P� W t� 'x y p. n �� w s D D D s V TI 1) se 2 V V c 7 T sr�he r/ �, 0 O O O O rn E. =1 CA Im 0 O O • • ki • • M. CD I"D 12. to c) rt Mai CD fD 00 A Ul rD 00 ul N Ul if 0 O O O O rn E. =1 CA Im 0 O O • • ki • • M. C!) cr � • � I-� � ('e � . F('pi O IBS O r G O � rD rD o' c d a. rD 4 rD o a CD 0 oD x o D O ® rD rtrt rD rD r't- CD v rt O rD rt r� rD CD CDf1. O n O rD c' 5' rt rt rt I C rD c' O 0q O• n O n � O v rt 4 � �D F � CD CCO) G y �O n c� IUM 00 EXHIBIT 3' Sample Amortization Schedule Borrower.' South Miami CRA Loan No.: TBD Loan Amount $2,730,000.00 Interest Rater 5.99% Amortization Term: 54.00 quarterly payments Loan Term: 54.00 quarterly payments Accrual Begins: 11/01/06 Assumed Year for Calculating Per Diem:: 360.00 Days Days in Year for Calculating Payment: ,365.00„ Days Quarterly Payment (P &1)_;; _ $74,443 32 ,, _;Annual Sum of Payments air ;;5297,773.28', Payment Payment Elapsed Beginning Payment Interest Principal Ending Number Due Date Days Balance Amount Accrued Due Balance 1.00 01-Feb-07 92.00 2,730,000.00 74,443.32 41,790.23 32,653.09 2,697,346.91 2.00 01- May -07 89.00 2,697,346.91 74,443.32 .39,943.96 34,499.36 2,662,847.55 3.00 01- Aug -07 92.00 2,662,847.55 74,443.32 40,762.28 33,681.04 2,629,166.51 4.00 01- Nov -07 92.00 2,629,166.51 74,443.32 40,246,70 34,196.62 2,594,969.89. 5.00 01- Feb-08 92.00 2,594,969.89 74,443.32 39,723.22 34,720.10 2,560,249.79 6.00 01- May -08 90.00 2,560,249.79 74,443.32 38,339.74 36,103.58 2,524,146.21 7.00 01- Aug -08 92.00 2,524,146.21 74,443.32 38,639.07 35,804.25 2,488,341.96 8.00 01- Nov -08 92.00 2,488,341.96 74,443.32 38,090.99 36,352.33 2,451,989.63 9.00. 01- Feb-09 92.00 2,451,989.63 74,443.32 37,534.51 36,908.81 2,415,080.82 10,00 01- May -09 89.00 2,415,080.82 74,443.32 35,763.99 38,679.33 2,376,401,49 '11.00 01- Aug -09 92.00 2,376,401.49 74,443.32 36,377.43 38,065.89 2,338,335.60 12.00 01- Nov -09 92.00 2,338,335.60 74,443.32 35,794.72 38,648.60 2,299,687.00 13.00 01- Feb-10 92.00 2,299,687.00 74,443.32 35,203.10 39,240.22 2,260,446.78 14.00 01- May -10 89.00 2,260,446.78 74,443.32 33,474.08 40,969.24 2,219,477.54 15.00 01- Aug -10 92.00 2,219,477.54. 74,443.32 33,975.27 40,468.05 2,179,009.48 16.00 01- Nov -10 92.00 2,179,009.48 74,443.32 33,355.79 41,087.53 2,137,921.96 17.00 01- Feb-11 92.00 2,137,921.96 74,443.32 32,726.83 41,716.49 2,096,205.47 18.00 01- May -11 69.00 2,096,205.47 74,443.32 31,041.89 43,401.43 2,052,804.04 19.00 01- Aug -11 92.00 2,052,804.04 74,443.32 31,423.87 43,019.45 2,009,784.59 20.00 01- Nov -11 92.00 2,009,784.59 74,443.32 30,765.34 43,677.98 1,966,106.61 21.00 01- Feb -12 92.00 1,966,106.61 74,443.32 30,096.72 44,346.60 1,921,760.01 22.00 01- May -12 90.00 1,921,760.01 74,443.32 28,778.36 45,664.96 1,876,095.05 23.00 01- Aug -12 92.00 1,876,095.05 74,443.32 28,718.85 45,724.47 1,830,370.57 24.00 01- Nov -12 92.00 1,830,370.57 74,443.32 28,018.91 46,424.41 1,783,946.16 25.00 01- Feb-13 92.00 1,783,946.16 74,443.32 27,308.25 47,135.07 1,736,811.09 26.00 01- May -13 89.00 1,736,811.09 74,443.32 .25,719.76 48,723,56 1,688,087.53 27.00 01- Aug -13 92.00 1,688,087.53 74,443.32 25,840.87 48,602.45 1,639,485.08 28.00 01- Nov -13 92.00 1,639,485.08 74,443.32 25,096.87 49,346.45 1,590,138.63 29.00 01- Feb-14 92,00 1,590,138.63 74,443.32 24,341.49 50,101.83 1,540,036.80 30.00 01- May -14 89.00 1,540,036.80 74,443.32 22,805.81 51,637.51 1,488,399.29 31.00. 01- Aug -14 92.00 1,488,399.29 74,443.32 22,784.09 51,659.23 1,436,740.05 32.00 01- Nov -14 92.00 1,436,740A5 74,443.32 21,993.30 52,450.02 1,384,290.03 33.00 01- Feb-15 92.00 1,384,290.03 74,443.32 21,190.40 53,252.92 1,331,037.11 34.00 01- May-15 89.00 1,331,037.11 74,443.32 19,710.81 54,732.51 1,276,304.61 35.00 01- Aug -15 92.00 1,276,304.61 74,443.32 19,537.39 54,905.93 1,221,398.67 36.00 01- Nov -15 92.00 1,221,398.67 74,443.32 18,696.90 55,746.42 1,165,652.25 37.00 01- Feb-16 92.00 1,165,652.25 74,443.32 17,843.55 56,599.77 1,109,052.48 38.00 01- May -16 90.00 1,109,052.48 74,443.32 16,608.06 57,835.26 1,051,217.22 39.00 01- Aug -16 92.00 1,051,217.22 74,443.32 16,091,80 58,351.52' '992,865.70 40.00 01- Nov -16 92.00 992,865.70 74,443.32 15,198.57 59,244.75 933,620.95 41.00 01- Feb -17 92.00 933,620.95 74,443.32 14,291.66 60,151,66 873,469.29 42.00 01- May -17 89.00 873,469.29 74,443.32 12,934.87 61,508.45 811,960.83 43.00 01- Aug -17 •92.00 811,960.83 74,443.32 12,429.32 62,014.00 749,946.83 44.00 01- Nov -17 92.00 749,946.83 74,443.32 11,480.02 62,963.30 686,983.53 45.00 01- Feb-18 92.00 686,983.53 74,443.32 10,516.19 63,927.13 623,056.40 46.00 01- May -18 89.00 623,056.40 74,443.32 9,226.60 65,216.72 557,839.68 47.00 01- Aug -18. 92.00 557,839.68 74,443.32 8,539.29 65,904.03 491,935.65 48.00 01- Nov -18 92.00 491,935.65 74,443.32 7,530.44 66,912.88 425,022.77 49.00 01- Feb-19 92.00 425,022.77 74,443.32 6,506.15 67,937.17. 357,085.60 50.00 01- May-19 89.00 357,085.60 74,443.32 5,287.94 69,155.38 287,930.22 51.00 01- Aug -19 92.00 287,930.22 74,443.32 4,407.57 70,035.75 217,894.48 52.00 01- Nov -19 92.00 217,894.48 74,443.32 3,335.48 71,107.84 146,786.64 53.00 01- Feb -20 92.00 146,786.64 74,443.32. 2,246.98 72,196.34 74,590.29 54.00 01- May-20 90.00 74,590.29 75,707.28 1,116.99 74,590.29 0.00 Total Loan Payments: 4,021,203.24 Total Interest Paid: 1,291,203.24 Total Principal Repaid: 2,730,000.00 C!1 �-t o rt cn n � tD �-*• o rA-+• rDD CD O rD R rD rD rD rD r-L CA �-. rD rD � r* p'. ro rr fD -� �,• f-D rD rt rr, rD o ' rD n n � cr j e--f cn !D CD CD cn 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South Miami CRA , Loan No.: TBD Loan Amount: $2,730,000.00 Interest Rate: 5.99% Amortization Term: 54.00 quarterly payments Loan Term: 54.00 quarterly payments Accrual Begins: 11/01/06 Assumed Year for Calculating Per Diem:: 360.00 Days Days in Year for Calculating Payment: 365,00 ., Days . - � -^�v.- ,rte- ^- ,.- on•..- -_--. 'Quarterly,Paymet Sum of Payinen Payment Number 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00. 10.00 '11.00 12.00 13.00 14.00 15.00 16.00 17.00 18,00 19.00 20.00 21.00 22.00 23,00 24.00 25,00 26.00 27.00 28.00 29.00 30.00 31,00 32,00 33.00 34,00 35.00 36.00 37.00 38.00 39.00 40.00 41.00 42.00 43.00 44.00 45.00 Payment Due Date 01- Feb-07 01- May -07 01- Aug -07 01- Nov -07 01- Feb-08 01- May -08 01- Aug -08 01- Nov -08 01- Feb-09 01- May -09 01- Aug -09 01- Nov -09 01- Feb-10 01- May -10 01- Aug -10 01- Nov -10 01- Feb-11 01- May -11 01- Aug -11 01- Nov -11 01- Feb-12 01- May -12 01- Aug -12 01- Nov -12 01- Feb-13 01- May -13 01- Aug -13 01- Nov -13 01- Feb-14 01- May -14 01- Aug -14 01- Nov -14 01- Feb-15 01- May -15 01- Aug -15 01- Nov -15 01- Feb-16 01- May -16 01- Aug -16 01- Nov -16 01- Feb-17 01- May -17 01- Aug -17 01- Nov -17 01- Feb-18 46.00 01- May -18 47.00 01- Aug -18, 48.00 01- Nov -18 49,00 01- Feb-19 50.00 01- May -19 51.00 01- Aug -19 52.00 01- Nov -19 53.00 01- Feb-20 54.00 01- May -20 Total Loan Payments: Total Interest Paid: 74,443.32 Total Principal Repaid: Elapsed Beginning Payment Interest Principal Ending Days Balance Amount Accrued Due Balance 92.00 2,730,000.00 74,443.32 41,790.23 32,653.09 2,697,346.91 89.00 2,697,346.91 74,443.32 39,943.96 34,499.36 2,662,847.55 92.00 2,662,847.55 74,443.32 40,762.28 33,681.04 2,629,166.51. 92.00 2,629,166.51 74,443.32 40,246.70 34,196.62 2,594,969.89. 92.00 2,594,969.89 74,443.32 39,723.22 34,720.10 2,560,249.79 90.00 2,560,249.79 74,443.32 38,339.74 36,103.58 2,524,146.21 92.00 2,524,146.21 74,443.32 38,639.07 35,804.25 2,488,341.96 92.00 2,488,341.96 74,443.32 38,090.99 36,352.33 2,451,989.63 92.00 2,451,989.63 74,443.32 37,534.51 36,908.81 2,415,080.82 89.00 2,415,080.82 74,443.32 35,763.99 38,679.33 2,376,401.49 92.00 2,376,401.49 74,443.32 36,377.43 38,065.89 2,338,335.60 92.00 2,338,335.60 74,443.32 35,794.72 38,648.60 2,299,687.00 92.00 2,299,687.00 74,443.32 35,203.10 39,240.22 2,260,446.78 89.00 2,260,446.78 74,443.32 33,474.08 40,969.24 2,219,477.54 92.00 2,219,477.54 74,443.32 33,975.27 40,468.05 2,179,009.48 92.00 2,179,009.48 74,443.32 33,355.79 41,087.53 2,137,921.96 92.00 2,137,921.96 74,443.32 32,726.83 41,716.49 2,096,205.47 89.00 2,096,205.47 74,443.32 31,041.89 43,401.43 2,052,804.04 92.00 2,052,804.04 74,443.32 31,423.87 43,019.45 2,009,784.59 92.00 2,009,784.59 74,443.32 30,765.34 43,677.98 1,966,106.61 92.00 1,966,106.61 74,443.32 30,096.72 44,346.60 1,921,760.01 90.00 1,921,760.01 74,443.32 28,778.36 45,664.96 1,876,095.05 92.00 1,876,095.05 74,443.32 28,718.85 45,724.47 1,830,370.57 92.00 1,830,370.57 74,443.32 28,018.91 46,424.41 1,783,946.16 92.00 1,783,946.16 74,443.32 27,308.25 47,135,07 1,736,811.09 89.00 1,736,811.09 74,443.32 25,719.76 48,723.56 1,688,087.53 92.00 1,688,087.53 74,443.32 25,840.87 48,602.45 1,639,485.08 92,00 1,639,485.08 74,443.32 25,096.87 49,346.45 1,590,138.63 92.00 1,590,138.63 74,443.32 24,341.49 50,101.83 1,540,036.80 89.00 1,540,036.80 74,443.32 22,805.81 51,637.51 1,488,399.29 92.00 1,488,399.29 74,443.32 22,784.09 51,659.23 1,436,740.05 92.00 1,436,740.05 74,443.32 21,993.30 52,450.02 1,384,290.03 92.00 1,384,290.03 74,443.32 21,190.40 53,252.92 1,331,037.11 89.00 , 1,331,037.11 74,443.32 19,710.81 54,732.51 1,276,304.61 92.00 1,276,304.61 74,443.32 19,537.39 54,905.93 1,221,398.67 92.00 1,221,398.67 74,443.32 18,696.90 55,746.42 1,165,652.25 92.00 1,165,652.25 74,443.32 17,843.55 56,599.77 1,109,052.48 90.00 1,109,052.48 74,443.32 16,608.06 57,835.26 1,051,217.22 92.00 1,051,217.22 74,443.32 16,091.80 58,351.52' • 992,865.70 92.00 992,865.70 74,443.32 15,198.57 59,244.75 933,620.95 92.00 933,620.95 74,443.32 14,291.66 60,151.66 873,469.29 89.00 873,469.29 74,443.32 12,934.87 61,508.45 811,960.83 '92.00 811,960.83 74,443.32 12,429.32 62,014.00 749,946.83 92.00 749,946.83 74,443.32 11,480.02 62,963.30 686,983.53 92.00 686,983.53 74,443.32 10,516.19 .63,927.13 623,056.40 89.00 623,056.40 74,443.32 9,226.60 65,216.72 557,839.68 92.00 557,839.68 74,443.32 8,539.29 65,904.03 491,935.65 92.00 491,935.65 74,443.32 7,530.44 66,912.88 425,022.77 92.00 425,022.77 74,443.32 6,506.15 67,937.17 357,085.60 89.00 357,085.60 74,443.32 5,287.94 69,155.38 287,930.22 92.00 287,930.22 74,443.32 4,407.57 70,035.75 217,894.48 92.00 217,894.48 74,443.32 3,335,48 71,107.84 146,786.64 92.00 146,786.64 74,443.32 2,246.98 72,196.34 74,590.29 90.00 74,590.29 75,707.28 1,116,99 74,590.29 0.00 4,021,203.24 1,291,203,24 2,730,000.00 1111101, SMCRA 2001 Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and Date: October 17, 2006 SMCRA Board Members From: Yvonne Soler- McKinley ITEM No. SMCRA Executive Dire r RE- AUTHORIZATION•TO PURCHASE 6442 SW 59Ti1 PL AND 6443 SW 60T"AVENUE A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO REAL PROPERTY; RE- AUTHORIZING THE PURCHASE OF 6442 SW 59" PLACE, BEARING FOLIO NO.: 09 -4025- 010 -0180 • AND 6443 SW 601h AVENUE, SOUTH MIAMI, BEARING FOLIO NO.: 09 -4025- 010 -0050; AUTHORIZING THE PAYMENT OF PURCHASE PRICE OF $856,659.36 TO GRAHAM HANOVER, INC., UPON APPROPRIATE FINANCING; AND CHARGING THE - DEPOSIT /CARRY COSTS -.OF $126,659.36 TO ACCOUNT NO. 610- 1110 - 583 -61 -10 (LAND ACQUISITION); AND PROVIDING AN EFFECTIVE DATE. BACKGROUND The SMCRA plan contains several goals and objectives. One of the primary goals is the development of the Madison Square Project. Seepage 24, of the SMCX4 Phase 11 Plan Supplement. The SMCRA is a proposed mixed -use redevelopment proposal intended to create an anchor for the North end of Church Street, and to help stimulate revitalization efforts in the area. The City currently owns several of the parcels and is presently assembling the remaining properties. Two of the properties the SMCRA is attempting to purchase are: 6442 SW 59`h Place, bearing Folio No.: 09- 4025- 010 -0180, and 6443 SW 60t` Avenue, bearing Folio No.: 09- 4025- 010 -0050. In December 2005, the SMCRA approved_ the purchase of these parcels for $730,000. Thereafter, in approximately April, 2006, the agreement was renegotiated and the SMCRA was provided a credit for certain expenditures undertaken to protect the property. Subsequent to the December 2005 decision to purchase the Graham Hanover properties several events. occurred. Graham Hanover was sued by the former owners of one of the parcels titled to Graham Hanover. Ms. Dantzler and Ms. Williams, who were also shareholders of Graham Hanover, Inc. The former owners of the property filed suit in Circuit Court alleging that Graham Hanover obtained title to the parcels under fraud. They alleged that Graham Hanover improperly mortgaged their property and they claimed an interest in the parcels the SMCRA was seeking to purchase. As such, the SMCRA could not proceed with purchasing the parcels. The SMCRA intervened in the litigation, became a party to the litigation, and worked out an agreement with all the interested parties. In short, the SMCRA could purchase the parcels identified above from Graham Hanover, Inc. Ms. Williams and'Ms. Dantzler would sign off on the purchase and sale agreement. Graham Hanover would in turn pay off the outstanding mortgages from the proceeds (both mortgages were in default and in foreclosure proceedings), and transfer title to the Williams - Dantzler property back to them. Thereafter, the SMCRA would also purchase the parcel owned by Ms. Williams and Ms. Dantzler. Once these transaction take place, Ms. Williams and Ms. Dantzler would dismiss their fraud action, with prejudice. In the meantime, one of the foreclosure actions went to final judgment. The SMCRA purchased that judgment and was assigned the judgment. At closing on the attached purchase and sale agreement, the SMCRA shall receive a credit for the purchased judgment (which judgment was just under $300,000). Additionally, .the SMCRA advanced payments on behalf of Graham Hanover, Inc., in order to pay for $31,375.92 in outstanding expenses at the parcels. The expenses were due to hurricane damage to the structures due to both Hurricane Katrina and Wilma. The expenses included: $1,395.42 and $146.00 in separate payments to Miami -Dade County Water and Sewer for outstanding invoices issued against the subject properties; $1,219.00 for the payment to Florida Power and Light for the outstanding invoice issued against the subject properties; $6,750.00 towards the cost of repairing the roof and $111.50 towards repairing a light fixture of 6442 SW 59`h Place; $4,900.00 towards the cost of repairing the roof of 6443 SW 601h Avenue, which roofs and light fixture were damaged during the Hurricane Katrina and Wilma storm events; and $948.00 and $158.00 to temporarily house residents' during the repair the hurricane damaged roof. And an additional $15,748,00 toward roof repair. Iri total, the SMCRA has advanced $31,375.92 towards the property, to ensure that the residents of the property were housed, that repairs were undertaken, and that basic utilities were maintained at the site. The original contract with Graham Hanover has now expired. Under the attached resolution the SMCRA is re- authorizing the purchase and sale agreement for $730,000 (with credit for the $31,375.92 - Exhibit 1). The resolution additionally approves Graham Hanover's requesting for payment of carrying costs it has incurred while waiting for the SMCRA to purchase the parcels. Graham Hanover is requesting $126,659.36 in carry costs (See Exhibit 2) and consists of. $15,000.00 in legal fees (backup not provided yet, the $15,000 figure is the maximum amount, it may be less); and, $57,769.06 carrying costs and legal expenses on first mortgage (Barrocas mortgage); and . $52,890.30 carrying costs and legal expense on the second mortgage (Montgomery). Graham Hanover's.back up for the request is attached hereto. SMCRA shall pay to Graham Hanover, Inc. within a reasonable amount of time, the good faith payment/carry costs /deposit of $126,659.39 out of account number 610- 1110 -583- 61 -10. The funds shall be secured by a promissory note and mortgage (see exhibit 6 to the purchase and sale agreement). If SMCRA cannot purchase the parcels by December 31, 2006, then the SMCRA shall release its promissory note and mortgage under exhibit 6 and Graham Hanover shall have clear title to the finds." If the SMCRA is able to close by 12/31/06, the $126,659.36 shall be deducted from the purchase price, as will the $31, 375.92 paid out by the SMCRA for property maintenance. After paying all outstanding property management fees and utilities, any funds remaining in the Charles H. Gelman P.A. trust account established under the Williams and Dantzler v. Voche and Graham Hanover, Inc., under case number. 04 -25038 CA 27, shall be transferred to the SMCRA. Mr. Gelman's clients have signed off on this transaction and are looking to close on their purchase and sale agreement with the SMCRA 6429 SW 59th Place. Additionally if the closing fails to occur on or prior to November 31, 2006, Graham Hanover, Inc., shall extend the closing date, which closing date shall occur on or before December 31, 2006. Graham Hanover, Inc. shall absorb any and all carrying costs from November 1St, 2006 through .December 31, 2006. Thereafter, should this contract be extended for a later closing. date, the SMCRA shall be responsible for any additional associated carrying costs beyond December 31, 2006, which may include attorney's fees and interest payment under the Montgomery mortgage (approximately $120.82, per day plus attorney's fees). In the event, the Montgomery mortgage litigation proceeds to final foreclosure and the property is sold at auction, the carrying costs /deposit of $126,659.36 shall be a non refundable payment to Graham Hanover, Inc. FISCALBUDGETARY IMPACT The cost for purchasing the parcels listed above shall be $856,659.36. RECOMMENDATION Staff recommends approval of the attached resolution, authorizing purchase of 6442- SW 59th Place and 6443 SW 60th Avenue for a total contracted amount of $856,659.36. Purchase of the parcels is consistent with the SMCRA plan for the development of the Madison Square Project. Attachments: Draft Resolution Purchase and Sale Agreement and Addendums Additional Documentation of Carrying Cost RESOLUTION NO. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO REAL PROPERTY; RE- AUTHORIZING THE PURCHASE OF 6442 SW 591h PLACE, BEARING FOLIO NO.: 09 -4025- 010 -0180 AND 6443 SW 60" AVENUE, . SOUTH MIAMI, BEARING FOLIO NO.: 09- 4025 - 010 -0050; AUTHORIZING THE PAYMENT, OF PURCHASE PRICE OF $856,659.36 TO GRAHAM HANOVER, INC., UPON. APPROPRIATE FINANCING; AND CHARGING THE DEPOSIT /CARRY COSTS OF. $1269659.36 TO ACCOUNT NO. 610- 1110 - 583 -61- 10 (LAND ACQUISITION); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the South Miami Community Redevelopment Agency ( SMCRA) desires to purchase from Graham Hanover, Inc. the following parcels: 6442 SW 59th Place, South Miami, Florida, bearing Folio No.: 09- 4025 -010 -0180 and 6443 SW 60th Avenue, South Miami, Florida, bearing Folio No.: 09 -4025- 010 -0050; and WHEREAS, SMCRA in December 2005 authorized a purchase price of $730,000; and, WHEREAS, the SMCRA agrees as part of the purchase and sale agreement to provide for an addendum to,the agreement to allow for an advance of funds to Graham Hanover in order for Graham Hanover to pay certain utilities and make certain repairs to the buildings located on the parcels; and, WHEREAS, due to delays beyond the control of the SMCRA the original purchase and sale agreement has expired; and, WHEREAS, the property owner has incurred carrying costs, and is requesting reimbursement of those carrying costs, which costs are $126,659.36. NOW THEREFORE BE IT RESOLVED BY THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY: Section 1. The South Miami Community Redevelopment Agency ( SMCRA) approves the attached. purchase and sale agreement for the purchase of 6442 SW 59th Place, South Miami, Florida, bearing Folio No.: 09 -4025- 010 -0180 and 6443 SW 60th Avenue, South Miami, Florida, bearing Folio No.: 09 -4025- Additions shown by underlinine and deletions shown by evetFil�iHg. 010 -0050 from Graham Hanover, Inc.; which contract shall be for $856,659.36. The closing shall take place by December 31, 2006. The SMCRA shall receive a credit for certain expenditures on behalf _of Graham Hanover, Inc., totaling $ 31,357.92. Should closing not take place due to no fault of Graham Hanover, Inc., by December 31, 2006, Graham Hanover, Inc. shall be entitled to clear title to the $126,659.36 (the payment shall be nonrefundable). In the interim, the funds shall be secure by a promissory note and mortgage. Section 2. SMCRA good faith payment of carrying costs /deposit of $126,659.36 shall be charged to SMCRA Account Number 610 - 1110 - 583 -61 -10 (Land Acquisition Account). Section 3. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this ATTEST: City of South Miami Community Redevelopment Agency Clerk READ AND APPROVED AS TO FORM: Eve A. Boutsis, office of General Counsel, Nagin Gallop & Figueredo, P.A. day of October, 2006. • Riles "s Chairperson Feliu Board Vote: Chairperson Feliu: Vice Chairperson Palmer: Board Member Wiscombe: Board Member Birts: Board Member Beckman: `Board Member Ellis: Board Member Williams: l RESOLUTION NO. 2 3 .A RESOLUTION, OF THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT 'AGENCY ( SMCRA) RELATING . TO 5 REAL PROPERTY; RE- AUTHORIZING THE PURCHASE 6 OF 6442 SW 59" PLACE, BEARING FOLIO NO.:. 09 -4025- 7 010 -0180 AND 6443 SW 601h AVENUE, SOUTH MIAMI, 8 BEARING FOLIO NO.: 09- 4025 - 010 -0050; AUTHORIZING 9 THE PAYMENT OF PURCHASE PRICE OF $8565659.36 TO 10 GRAHAM - HANOVER, INC., UPON APPROPRIATE 11 FINANCING; AND CHARGING THE' DEPOSIT /CARRY 12 COSTS OF $126,659.36 TO ACCOUNT NO. 610- 1110 - 583 -61- 13 10 (LAND ACQUISITION); AND PROVIDING AN 14 EFFECTIVE DATE. 15 16 WHEREAS,, the South Miami Community Redevelopment Agency 17 ( SMCRA) desires to purchase from Graham Hanover, Inc. the following parcels: 18 6442 SW 59`h Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 19 and 6443 SW 60`h Avenue, South .Miami, Florida, bearing Folio No.: 09 -4025- 20 010 -0050; and 21 22 WHEREAS, SMCRA in December 2005 authorized a purchase price of 23 $730,000; and, 24 25 WHEREAS, the SMCRA agrees as part of the purchase, and sale 26 agreement to provide for an addendum to the agreement to allow for an advance of 27 funds to Graham Hanover in order for Graham Hanover to pay certain utilities and 28 make certain repairs to the buildings located on the parcels; and, 29 30 WHEREAS, due to delays. beyond the control of the SMCRA the original 31 purchase and sale agreement has expired; and, 32 33 WHEREAS, the property owner has incurred carrying costs; and is 34 requesting reimbursement of those carrying costs, which costs are $126,659.36. 35 36 NOW THEREFORE BE IT RESOLVED BY THE SOUTH MIAMI 37 COMMUNITY REDEVELOPMENT AGENCY: 38 39 Section 1. The South . Miami Community Redevelopment Agency 40 ( SMCRA) approves the attached purchase and sale agreement for the purchase of 41 6442 SW 59fl' Place, South Miami, Florida, bearing Folio No.: '09- 4025- 010 -0180 42 and 6443 SW 600' Avenue, South Miami, Florida, bearing Folio No.: 09-40'2'5=. Additions shown by underlining and deletions shown by ever-stfiki3g. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21. 22. 23 24 -25 26 27 28 29 30 31 32 33 34 35 36 010 -0050 from Graham Hanover, Inc.; which contract shall be for $856,659.36. The closing .shall take place by December 31, 2006. The SMCRA shall receive a credit for certain expenditures on behalf of Graham Hanover, Inc., totaling $ 31,357.92. Should closing not take place due to no fault of Graham Hanover, Inc., by December 31, 2006, Graham Hanover, Inc. shall be entitled to clear title to the $126,659.36 (the payment shall be nonrefundable). In the interim, the funds shall be secure by a promissory note and mortgage. Section 2. SMCRA good faith payment of carrying costs /deposit of $126,659.36. shall be charged to SMCRA Account Number 610 - 1110 - 583 -61 -10 (Land Acquisition Account). Section 3. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this day of October, 2006. ATTEST: City of South Miami Community Redevelopment Agency Clerk READ AND APPROVED AS TO FORM: Eve A. Boutsis, office of General Counsel, Nagin Gallop & Figueredo, P.A. Page ,2 of 2 APPROVED: Chairperson Feliu Board Vote: Chairperson Feliu: Vice Chairperson Palmer: Board Member Wiscombe: Board Member Birts: Board Member Beckman. Board Member Ellis: Board Member Williams: 0 ffab Oi3 05 Q3 :iSp Lard L f.ovfnM MS. a70 -O721 p.2 =k �r M, ti ov x• e @ Ancv Fbt�i+ >� tf�t8titat�u0'oat �bvr'�'>t�►me �� gnlap�randP.ad' P+�pa�gr� 4 �w' �►"'�'io�i� . 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Nov Do 08 M13) Lot. & Levine (305. 870 -0741 p.3 60 1WO, taxes for ilaoraf Otoafrre and subsoqueM MM and C=r;ted tnoTifT_W anti p u ttwney moTIOMS. it My pt eddttfo W Ironies. sea 61 s,dflan"t -P=aled, • that thste axf&ta at .+Gb*2 no vtolatign -of •trio trir®goirrd and ruuro t?*ent we at the Ptaporty for 63 VA OCCUFAAiW, 8*r do dAw gacirpstmy► of pmpor�y;p Htryars(ttiT:a of osinq utAa:► a+f i! lmldBT. �tA?o fjl l8 irtDartdad 04 u ba t>htted• ato ms bwj&W Ctos6ag, lh ,i end totttid itr €afsd f}io. 'ct.� i e t fo9Aa pUr+&tiamtk 8t�rtdatd f: ahoy ddbttfaiaG' Ede; 817ysjass3mesa1 r3csottcstbpresi }rf�Mttbafar"duy 0 fa'tii�l(itAttertt;iS'traitt ttrat'i�ater drat tiara 3}e t�aomad to have aa�satad t'rriptta fyi (tt � �titd a rasnoti6�re�d' $T. �>1 fed(, �r7 ,Y,P`'�VIIA�I�i�'i�ylOi/i_N�AwNe�l� ��( �, �1. y1�AnVt8fOFiaB :7ypgVibittBnD2'lfaftd►t+1Jit6n .�• .a Ctsrttro}. pafpr�•cdpra- (0 `h Mlo of 0 CMUM In onhtGi:C W W . dn, • • - . �` Xw �1d11�:•(llt tECK ONLY OM: OW01 Q ruay aftn and tttt t be'r4laaaod ttgrn airy Gusher pab + tauter thl$ Oontri�tt d tt sy fa`' OAWn1m test h YGWOy wde VM Oamraa or12 mW not aaVgn fftfs•t: *WozL 71 Xl. p(CLQ8t1P#P.S' Ar, (4 13 t •t (tK't� 0 the property to oujoa fp at ep"W asassament den =.,. agi bbyy a Pub9a body p%vVa in trtatatht*ms width 73'' oar fnuo beyatd t tsirtg 1. So, 8 tity whys otaaft pgYamaunta i¢qe tttd; gloiar • Qt3s r n. q'[, Uw 14 I�} } idn is'sinabAfA�f occ�mb�g'redtoaathis'lTae lfud wilsn a tiit tn'si sit c f tAstr► 5► pn tisfc� to per 78 aaoatr tnrha we eat IC rt over time, t rN tadait 11tmt fsdsm)' earl Wma t0del ho howbam Ww to t,�$a to FlWda. 76 AdOor al W matloo ftwft Mdq) or rXbft W*V YiW bit- obbW7 =youi C"iv P.aau)jeft OM 77 W two. agW *6a toaMge¢Stoftha-r#'dd> ��toY(�a(!j>�& Brocfture. 7B I tithe ttf t>roperiy Erscitrdda Rre -1978 rdafdehtlal hotmtliTan a itf- biiaecJ pekit sides rtasrWcucc T9 ( �tl' SPfferis0"'( t�enrA" asrdothaedbryrthet; grot�rrirsvlasit< nentl n• Rpletl�gPeat�i' ibtcaot,• ttui�ar�etteu +�ort>a4rwfthtttstAot. • 60 O} tf>9uy"ertab>♦ bid tiiafd9 to brig ntwrrr pin iwtrtaotivnarti `.dssnlooi;UYl1i�H0 tlri NbrtGUiE 7Ti18 CONtRIJ' 1Jt�71L iii BUYr t TWS t YVt ci At D'F#>YAp THtr 1fOMIpWRgW" IiBBOC�►fxo 'piriC#:d i. Fit X1t. IyEkdWU V1'AEOA Ff dd - '1kNet•ehaH wt to nfNiottstbfa tor''tayiftstfte�' C3: 8s" (e} treartmtutc old tt k tvxfbt 8ianderrt i7(� bterbc, tii@it t% atthe Purchase tartcet. 40 iii . YdrrrP* anti mpba tlsrit uttti�'41mcfara N hot caumif by Wood aastroft own= btertic. mart 3% of QS tizs•Ptirt�tase�Pdi�j 68 XUL 81C 'ARO�i4k- GP C1AL tli,�1}ISEG; 87 �CiiWK U*''aiddet 'v4WEh aYa'aWCa *-AND are attached to this Corttrsu�: aa* fi'JGi MVVJM' C!!!.4/1:HA' t27i MMINNVIS'ASSN. XQUDO- OASEDPAINT CID, O OOaAJ0m omrF b uNe Q N8u1nm a Ass 6 otwcwpubrow Fit* Poma Addsda 8Pe1S }; P 1 f • .. 90 . XN OTANDAWS Foil FIML WIATS TR'�A,�;M{'�AMONS tftr;ft%k i $tryst' drat sonar at fotawladgo moot of a copy of SWx1mds A 9T UVW40 W Orr OW r�ve>sa StdWar attadiad. wiitoh ate ir>notpaat$ti � p�Stlf this t"rbtltteCt. ' air fiYtBf6S1l�tTEtJDEl3'iQ'b Af t�iAt. t. Yt3lNDit+ jt3Q, :i�Tftl�.F"Gi>(aii1CST'Utd.YUNO IS'i600.gE�iC1N�ApV(C t3F 99 AI1tAi'Opt2N�iY'fsg101T'lY� �IfgNINQ. 100 71.1113 FOPM MS MW APPAO M SY7HE fLbAM A%OOtAT1ON CaF FWPLTOMV AND THE Fi OPMA OM, 101 Appmai dace not WnsWi Tn'opltt w that Goy qt rite lj t and dar� lh aria Cartitl rtes oFiauid 14 apaeptgd by 0% parFets Ina 102 Palttcutstr frditttaattort.7armrs stad CartdNbris etaCirTti battepot}atltd tit itt3uri 1}ie respaathra Ittttlt6si8. isbieClA+� oral t>StGeGtlnp . 103 totrrtrer�larrtoTar. 10+4 AN AST18tlOO P%t.OWWO A LINE Nunes IN THE THL'MAAm WDIM rL S IM t.ttdl; COWAW A WANK To 84 COMA1.831.33. 1Q5` 1oa The South Miami. Commu&2% Puz>r-raham Hanover, Inc. 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" ' 1Ws Cor0cul, k;. ounftent *n,Buyer end s%u W" _.,_, days $om iSfeactive f?ato tag aid deih.erIr�g io eaatt Omer a written Jet'preptad et =�N�ClC OiJ$ O'S t3 in iiassfari of tfi p' . '' s sitgr'CXost � � eYye�'eix�artse; tof'S'�Iar �' r+cperty tinW � ttta''� b � �'� �''�rallisay A mardntti��'� rtiOiitJ� in fit+; 8•repa�• !tg'etlotlsitcid�•l�ayfd�fts f?'arid'f�1 sh�'iio�`t>e'exie SWet>3 ktitJals - Sdoes MIGais: if to to made a ii OTtIHt 'CCilk iIT�G4�ttwY pat 6y the`Cb�itract, ' UY GgatJgrts etatit�sr•gro sxptessJy oornditlangd irpactBuyer, at � >1`� ea�A9'�8 for and ohlai,,t,�,,, rh3�tificix�Tanrtr' iearif• Mrd�l6nivih 'ai•1'OCSt::r;.a..�.v ir:....�..�1:� �, r_ �.• -�_• =•N��:820iiing Qr JBZQhih�/ [rt fflrldt�aveiritiii t�1J <- "-s ^Cw ire^ ;,.r. w"wuyoirr PW --= •- µ:..::•+�"L�°y,•zndt�rt e1! t' �t° J�' t�t�oJSa •by�Y�frttOsii'tigtice9�PC� ion •�' ndtfi��aeit'db • ,_ . '_ W't1�ef3�ktt:itt�1►cainCal'ihis •.�_�•.. • iss> sla>oSer titiratt' Sjst rp , ' voshH to O 7v'h f idbribir ' " 11 s" CO n?eUrY.t �sfinptr •1'n`talilatYevsnrlalJdp}sa�Jls bi ig 9t 5lisglt8stt CrJ{eti• kb' flay nth tKi�'pu�sia;ttea�tf�;:tjut'i�i tta arfarit ttloia }liati :'• raii4dq site be (14tiylit fcta}fsfo .. " - .� ti -?" Roar'. !Dw Fn � 5 Ahr i apR Eft Jbiid Ube cte�jis fi�iei� r t�iatrao : 'ftittt7 n FAGL Un,Ji > acaur ari�tertd'mi3rn. • rrtirxrtcfl�ri >wtirai�H'1�6a�ir'i�'tata�t. ... '.. , . . Buyel'ta kAT* - ,90)sr'i lr MW9 } If to be rnado'a part of ttne b#*a; t, •. t. l3tiyat ahaU ha'vc drays trom Effective nMqqam Poo.� V t n wtdch to have such tpepao ions of the Propergt per- fl�rn�ti ss8uy '•�ltall dwr6 w uti ru Cho ins trade a�aiJab3a4ay 3l�S�Jiarduruig t%er'titspattfon -'ert�d. 2. BuYai shall bs rssJtonsl4Ja far prompt ent for aura irtepeaions arft :iepair of #.OMQa to a ot:itri nd r oredan of the Property resuJtlngr#Yom`hpeauoiis. 7t�Ts prt�118haJf sui 43va tertr�lnatio"n f tits traci.' ' 3. if guyer dctiermlgts. in Buyer's saJo dtsarsttat, that fht} ooniiftion Af tho FMpefty is qqpmtaue t Buyer 8 er cancel tits Ciar%fEti:Y iii tibtiillFig feb�tiniig Ct'1MJtt�tt .°f euc4i L1RGtlOit tp'S911@i'uvRfi8'Fitfi7l9tel �ftAitB' 7}f tlief lt�ise Par3nd..�P • Qrww: i{ twwArr :a.l:n=.7....L'�•Yi�au..�_. .... ... y......�..... w ,w uwr wwK4M"w1w W 6vur Ulf* f i0jur G{. e=PT as PMVZGU M sop re w 2. gyp. -• - __ d. if Buyer steals to prom wnZh the Gorttract or toffs to timely cancel rite CO*W wMn 48 hours attar explrolon of the Inspection Pertod;'thon'tho �'ontravt'tiv8i 1ali�a3n Ja" t3fiact arid: (10 t# ktger tints candu'c#tad Iriepa4ttons petmJlfed by 3tarx(wds D or N orbpth dudng the fns Peripd antl to mM defaa if *,,'644iQ tretitrywClf< cdp ol''taRiacoiment tuidef sttrh S�artda 3o c>sl lfitlthU � lnafi cttrfti t'BHad, :ttisr! miter sJiaA' r ti�a fa file i�ttoalife- amifits re�ci}tpcJ 4'ddys atiat' oStptratipri of rho {ta} of BuytYeito to condutst liti�lreoYtat>st pt#rrrnJttad ii f}y Pes�r�i?rX(t {e}'cJ'f }:•qf ed scicti'tits tto s idllaF to ttri Y S4�tsteurdc q or td, a} bosh t►t� inspectlari J'bdktt, ar, h" e c or ma, � M'f�, Yi+ ap�rttiafart�• JtanY=( �{ t?�ini9��;' reAa9: ni' COple�tr�htiun� (er•eu�n•staadarid•invnWitg to'SeAet•f3niyi�r &i'iait tie ge�eni m fiava wa7veii'$'sQar`s t�sirantlaa'and iifsll�sttdn's•of A'eedint�h'►�U'r cti'eplacariitint't�ti talc�tacts: rnot h0o;rted. . F'SCa�9 tGet ec�pottiorl�alteaoch�anaWosiir�+ mss. + etw'rttoRa�daeBrAARl�tgogesavod 1 Nov 08 05 04:24p t,ot a Levine t30b, s7G- 80701' p.8 • C �?rohemlve 1310er to the:FAIE MAR .Gontrat t for. sale and Pqcphasp !t'irif #37cd'1�y olf �sariios.'tiig rtaii&flc't�aia+ vypt Tia'fi oipiti f 'ttiid �tit3' �R'0cntraGtTar Witte'SW PUrMW q, betwsets ' ac�i�at�fn� �tl{a Propratfy' glad �• ... �d U.tk T! `R' , l $ THAT APPIY* t�:rJ' g �ettet"s tr�tti�fs: li ar b� in�daa pair of ttie''Cn:.itiiact:... , • .. • • An �lia'1raoCOftSI� tagt�sfar f�,ot�tc+urentbvateputabta' sod' eMafl na• a' b" str�ot •nrr�rcr>pn�r�tr►»•r�.,,,��•„�.. .,.,�„►ti,,. �3r��d 8;eit�'c'fic►ri�.u� �....... n�%g�t�ris,'iirid�� tt� fltla;•fts � ..; ....i� acsaaiarrai� .trvutt't�if�'Ris3'ei ! �,; tl tfo• �ecl�iaa ,'antG�UO�d,�ier'ClasfrigaC$ti rer'a'wats -Sews katwo: if to ba Meerw pert an ids of : its► noury flog Iva ' IOU Otgr n' .00 ray; �+yyff m yuy��A �(��. .. • ,w :�� ofi�Cont�ack ' ADDENDUM 1 Addendum 1 to the Contract for Sale and Purchase between The South Miami Community Redevelopment Agency Foundation, Inc. ( SMCRA) and Graham Hanover, Inc. to purchase the parcels known as: 6442 SW 59h Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 and 6443 SW 60`' Avenue, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0050 NOW THEREFORE, in consideration of the sum of $10.00, the mutual promises and covenants contained in this contract, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by both parties, the parties agree as follows. As further consideration for the purchase of the above referenced parcels the SMCRA agrees to advance to Graham Hanover, Inc., the following payments, which payments shall be credited against the final purchase price of $856,659.36. The SMCRA shall advance payments on behalf of Graham Hanover, Inc., in.order to pay the following outstanding CRA invoices, which invoices total $31,375.92. Pending closing on the purchase, the payments advanced by SMCRA in the total amount of $31,375.92 shall be secured by a Promissory Note due on demand and Mortgage which shall be signed by a duly authorized representative of Graham Hanover, Inc. and which shall be recorded as a lien against the parcels. In the event that the purchase of the parcels fails to occur .through no fault of SMCRA, then; if the $31,375.92 is not repaid to SMCRA upon demand in accordance with the Promissory Note, then the Mortgage shall be foreclosed upon as provided for under Florida Law. This addendum is incorporated and made a part of the purchase and sale agreement between the above parties and this agreement shall survive the closing. Mr. Gelman's clients, Pamela Williams and Janice Dantzler agree that in exchange for Graham Hanover, Inc. paying off the mortgages on the corporate property SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 1 of 4 located at 6429 SW 59'h Place, South Miami, Florida and 6443 SW 59'' Place, South Miami, Florida that they will file a voluntary dismissal with prejudice in the matter entitled: Williams and Dantzler v. Voche and Graham Hanover, Inc., under case number 04- 25038 CA 27 and agree that this is full payment for any interest - that they have as officers in the corporation and that they will no longer have any interest 'in Graham Hanover, Inc. They agree that they are no longer officers or affiliated in any way with the Graham Hanover, Inc. and will sign a full release to Graham Hanover, Inc. holding them harmless for anything that occurred while they were officers with the corporation and all parties understand that Pamela Williams and Janice. Dantzler will not receive any monies from the net proceeds of the sale of the above properties .based on Graham Hanover, Inc. paying off all mortgages and executing a. special warranty deed conveying this property back to Pamela Williams and Janice Dantzler. Mr. Gelman agrees that his clients, Pamela Williams and Janice Dantzler shall execute the voluntary dismissal with prejudice for case number 04 -25038 CA 27 at closing and provide the original motion to Kimberly Bobo Brown the attorney for Graham Hanover, Inca and have his clients, Pamela Williams and Janice Dantzler sign the full release to Graham Hanover, Inc. at the closing. The payoff of these mortgages for the properties located -at 6429 SW 59`h Place, South Miami, Florida and 6443 SW 59`x' Place, South Miami, Florida by Graham Hanover, Inc. and conveyance by special warranty deed of these properties to Pamela Williams and Janice Dantzler IS CONTINGENT UPON Pamela Williams and Janice Dantzler signing the voluntary dismissal with prejudice and a full release waiving any damages and holding the corporation harmless for all acts. The SMCRA shall have the single lien recorded against the two parcels 6442 SW 59`" Place and 6,443 SW 60' Avenue released. The lien for said parcels is attached as addendum 3. Provided the purchase and sale agreement between the SMCRA as purchaser, and Ms. Dantzler and MS. Williams, as sellers, proceeds for,the parcel known as 6429 SW 59`h Place, to SMCRA for $450,000, then the SMCRA shall release all recorded liens against 6429 SW 59`" Place (parcel in litigation), which lien list is attached to the contract for sale and purchase as addendum 4. Based on this CONDITION PRECEDENT being satisfied Graham Hanover, Inc. will payoff the mortgages and execute the special warranty. deed. Pamela Williams and Janice Dantzler authorize their attorney, Mr. Gelman to include a statement in the voluntary, dismissal with prejudice authorizing the title company or agency that does the closing to release the funds to Graham Hanover, Inc. instead of putting the funds SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 2 of 4 into the Court Registry if Graham Hanover, Inc: pays off the outstanding mortgages on the above referenced properties and executes a special warranty deed conveying the above referenced properties back to Pamela Williams and Janice Dantzler. All parties agree that TIME IS OF THE ESSENCE IN REGARDS TO THE CLOSING DATE OF DECEMBER 31, 2006. The above mentioned properties are being sold in "AS IS CONDITION" and Graham Hanover, Inc. only agrees to pay the expenses listed in Addendum 1 and incorporated into the purchase and sale agreement. Therefore, if the inspections'reveal that repairs are needed or warranted Graham Hanover, Inc. will not pay any monies for any repairs beyond what is covered in this addendum because the property is being sold in "AS IS CONDITION" this overrides Paragraph XII(a) and (b), which were left blank. All parties agree, that in the event of litigation because of breach of this contract which includes this addendum 1, entitles the prevailing party to reasonable attorneys fees and costs. The prevailing party shall also be entitled to attorneys fees in Appellate proceedings. Pamela Williams and Janice Dantzler agree that they are parties to this addendum and bound by the terms and 'conditions of this addendum 1 to the purchase and sales contract mentioned above. THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY FOUNDATION, INC. Buyer: Dated: .2006 Signatures of representatives of Graham Hanover, Inc. accepting the terms and conditions of the purchase and sale agreement and this attached addendum- 1. SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 3 of 4 Dated: , 2006 Therol Voche, President Graham Hanover, Inc. Dated: 2006 Pamela Williams Janice Dantzler Dated: 2006 SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 4 of 4 ADDENDUM 2 LEGAL DESCRIPTIONS Parcel One —,6442 SW 59h Place Folio No.: 09- 4025- 010 -0180 Lot 17, Less E27.50 Ft, Block 3, Franklin Sub., according to the map or plat thereof as recorded in Plat Book 5, Page 34, Public Records of Miami -Dade County, Florida and Parcel Two — 6443 SW 60`" Avenue Folio No.: 09 -4025- 010 -0050 Lot 4, less W 2.5 Ft, Block 1, Franklin, according to the map or, plat thereof as recorded in Plat Book 5, Page 34, Public Records of Miami -Dade County, Florida 3933993�398330.1p9YJi9� nnil�NN�I �u�inNniriii IIII�INIII�11111�1 N�NI��IUN�lllll� � n�mnminmiis � iNmin�nmuu�� um umann �INWINIUI N p w m ow sv �o �v m� r ' w 4 m� c� nm sm a N Q m� 7 R� A ,r r �� IIN9�III��ull�� nnuun�mnnemmie,i�umi�� INI�AI ,NIINIIIIIII,IINI�e��s��el�J IIN�d��uIIInIINIII��1�� ueaim i�nunnnnn� �s��e�i c Illllllgllllllllllll� 1111111 �� E IIIMINNUII�I 1111111�6�� 4 ��10� �I I�I IIIHII�I�IN w 4 m� c� nm sm a N Q m� 7 R� A ,r ADDENDUM # 5 . TO PURCHASE AND SALE AGREEMENT BETWEEN SOUTH MIAMI COMMUNITY DEVELOPMENT AGENCY ( SMCRA) AND GRAHAM HANOVER, INC. This contract is for the purchase of properties located at to purchase the parcels known as: 6442 SW 50' Place, South Miami, Florida, bearing Folio No.: 09- 4025 - 0.10 -0180 and 6443 SW 60th Avenue, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0050. This addendum is incorporated and made. a part of the purchase and sale agreement between the above parties and this agreement shall survive the closing. Graham Hanover shall receive a payment in the amount of $126,659.36 as, a good faith payment by SMCRA. This amount encompasses several acknowledged carrying costs, which consist of: (a) Pay off difference on Barrocas mortgage under foreclosure case number 04 -25887 CA (27) of $58,769.06; (b) Pay off statement on Montgomery mortgage under foreclosure case number 06 -0232 CA (06) of $ 52,890.30; and (c) Pay off of $15,000.00 in attorneys fees for Graham Hanover, Inc. This transaction shall close on or before November 31St, 2006. The SMCRA shall deduct the good faith payment/deposit. of $126,659.36 from the sales proceeds as an expense to the corporation. The SMCRA shall secure the $126,659.36 pending closing via a promissory note and mortgage. Upon closing, the SMCRA -shall release the mortgage. If the SMCRA fails to comply with December 31, 2006 closing date, the SMCRA shall release within thirty (30) days, the promissory note and mortgage for $126,659.36 and Graham Hanover, Inc. shall have clear title to $126,659.36 (non refundable payment to Graham Hanover, Inc.). However, if the closing fails to occur on or prior to November 31, 2006, Graham Hanover, Inc., shall extend the closing date, which closing date shall occur on or before December 31, 2006. Graham, Hanover, Inc. shall absorb any SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 1 of 3 and all carrying costs from November 1", 2006 through December. 31, 2006. Thereafter, should this contract be extended for a later closing date, the SMCRA shall be responsible for any additional associated carrying costs beyond December 31, 2006, which may include attorney's fees and. interest payment under the Montgomery mortgage (approximately $120.82, per day plus attorney's fees). Upon any extension of this agreement, the parties shall come to an agreement as to the extension period and terms. In the event, the Montgomery mortgage litigation proceeds to final foreclosure and the property is sold at auction, the carrying costs /deposit of $126,659.36 shall be a non refundable payment to Graham Hanover, Inc. The ($126,659.36) carrying costs /deposit being paid to Graham Hanover, Inc., as a good faith payment to enter into this purchase and sale agreement for the above referenced properties shall be paid directly over to Graham Hanover, Inc. by The payment shall not be placed in escrow or in the court registry under Williams and Dantzler. v. Voche and Graham Hanover, Inc., case number 04- 25038. Graham Hanover, Inc., at closing agrees, that any funds in the Charles H. Gelman P.A. trust account established due to the litigation known as the Williams and Dantzler v. Voche and Graham Hanover, Inc., under case number 04 -25038 CA 27, shall be transferred to the SMCRA, after payment of current management fees and utilities (November or December, 2006 utilities,.as applicable). All parties agree that TIME IS OF THE ESSENCE IN REGARDS TO THE CLOSING DATE OF DECEMBER 31, 2006. All parties agree, that in the event of litigation because of breach of this contract which includes this addendum 5, entitles the prevailing party to reasonable attorneys' fees and costs. The prevailing party shall also be entitled to attorneys fees in Appellate proceedings. Pamela Williams and Janice Dantzler agree that they are parties to this addendum and bound by the terms and conditions of this addendum 5 to the purchase and sales contract mentioned above. THE SOUTH MIAMI COMMUNITY SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 2 of 3 REDEVELOPMENT AGENCY FOUNDATION, INC. Buyer: Dated: , 2006 Signatures of representatives of Graham Hanover, Inc. accepting the terms and conditions of the purchase and sale agreement and this attached addendum 5. Dated: , 2006 Therol Voche, President Graham Hanover, Inc. Dated: , 2006 Pamela Williams Dated: , 2006 Janice Dantzler SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 3 of 3 ADDENDUM 6 PROMISSORY NOTE AND MORTGAGE BETWEEN THE SMCRA AND GRAHAM HANOVER, INC. THIS PROMISSORY NOTE is entered into this . day of October, 2006, between the City of. South Miami Community Redevelopment SMCRA and SMCRA. WITNESSETH: WHEREAS, the City of South Miami Community Redevelopment SMCRA seeks to purchase land known as 6442 SW 59t" Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 and 6443 SW 60'x' Avenue, South Miami, Florida, bearing Folio No.: '094025- 010 -0050, from Graham Hanover Inc., and desires to pay a deposit to Graham Hanover for certain property carrying costs, rather than placing the funds in escrow; and, WHEREAS, the proposed carrying costs and advanced payment/deposit with Graham Hanover, Inc. are for $126,659.36; and, WHEREAS; to secure the $126,659.36 in case there is any bad faith action by Graham Hanover, Inc., which bad faith action contributes to the SMCRA not closing on the parcels, identified above, on or before December 31, 2006, the parties agree to enter into this enforceable promissory note. NOW THEREFORE, in consideration of the sum of $10.00, the mutual promises and covenants contained in this agreement, the associated purchase and sale agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by both parties, the parties agree as follows: I. WHEREAS CLAUSES The above whereas clauses are incorporated and made a part of this Agreement. II. PROMISSORY AMOUNT SMCRA shall pay a carrying cost/deposit of $126,659.36 to Graham Hanover, Inc. by (date), pursuant to the SMCRA resolution dated October 17, 2006, which resolution authorizes the SMCRA to purchase 6442 SW 59`x' Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 and 6443 SW 60`h Avenue, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0050 for $856,659.36 from Graham Hanover, Inc. for a total purchase price of $856,659.36. Graham Hanover, Inc., shall refund the $126,659.36 to the SMCRA within 30 days of demand, due to the finding by the SCMRA of bad faith actions by Graham Hanover, Inc. in the underlying purchase and sale transaction for: 6442 SW 59`x' Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 and 6443 SW 6e Avenue, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0050. Interest on the refunded funds shall accrue at 10 percent per annum, after notification as provided infra pursuant to section 9(13)(1) of this agreement. SMCRA Graham Hanover, Inc. Page 1 of 6 The initial loan, of $126,659.36 shall be evidenced and secured by Loan Agreement, Promissory Note and the Mortgage, which is attached as Exhibit A. III. EFFECTIVE TERM This agreement expires upon the SMCRA's closing on the parcels on or before December 31, 2006. IV.' AMOUNT PAYABLE Graham Hanover, Inc., waives any and all claims against the SMCRA for any reduction in the $126,659.36 payment to the SMCRA. V. ASSIGNABILITY This Loan Agreement may not be assigned by Graham Hanover, Inc. or the SMCRA for. any reason without the express prior written consent of the other party. VI. INDEMNIFICATION BY GRAHAM HANOVER, INC. Graham Hanover shall indemnify and hold harmless the SMCRA and its officers, employees, agents, and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs, which the SMCRA, its officers, employees, agents or instrumentalities may suffer as a result of claims, demands, suits, causes of actions or proceeding of any kind or nature arise out of, relating to or resulting from the performance of this Agreement by Graham Hanover or its employees, agents, servants, partners, principals or subcontractors. Graham Hanover, Inc. shall pay all claims and losses where applicable, including appellate proceedings, and shall pay all costs, judgments,. and attorney's fees which may issue. Nothing in this Agreement shall be construed to affect the SMCRA's liability as provided in Section 768.28, Florida Statutes. VII: NOTICES It is understood and agreed between the parties that written notice addressed to the City and to the Graham Hanover, Inc., mailed or delivered to the following addresses shall constitute sufficient notice to either party: To the SMCRA: Yvonne Soler McKinley, Executive Director City of South Miami , Community Redevelopment SMCRA 6130 Sunset Drive South Miami, Florida 33143 SMCRA Graham Hanover, Inc. Page 2 of 6 To the Graham Hanover, Inc.: Therol Voche 19 Southern Cross Circle Suite 104 Boynton Beach, Florida 33436 VIII. STATUS OF THE PARTIES Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. It is expressly understood and intended that the Graham Hanover, Inc. is only a recipient of funding support and is not an agent or instrumentality of the SMCRA. Furthermore, the Graham Hanover, Inc.'s agents and employees. are not agents or employees of the SMCRA. 1X. BREACH OF AGREEMENT: REMEDIES A. Breach. A breach by Graham Hanover, Inc. shall include: but not limited to the following: (1) Graham Hanover, Inc. acts in bad faith [bad faith can consist of a neglect or refusal to fulfill some duty or some contractual obligation under the purchase and sale agreement for the above referenced parcels], thus preventing the SCMRA from timely closing on the above referenced -parcels by December 31, 2006; and (2) Graham Hanover, Inc. fails to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement (as to ownership, as to lobbying third persons [bank, etc.] not to fund the SMCRA's purchase). Waiver or breach of any provisions of this contract shall not be deemed to be a waiver of any other breach and shall not be.construed to be a modification of the terms of this Agreement. B. SMCRA Remedies. If the Graham Hanover, Inc. breaches this Agreement, the SMCRA may pursue any or all of the following remedies: (1) The SMCRA may terminate this Agreement by giving written notice to the Graham Hanover, Inc. of such termination and by specifying the effective date at least five (5) days before 'the effective date of termination. In the event of termination, the SMCRA may: (a) seek reimbursement of SMCRA funds allocated to the Graham Hanover, Inc. under this Agreement; and/or (b) terminate or cancel any other contracts entered into between the SMCRA and the Graham Hanover, Inc.. The Graham Hanover, Inc. shall be responsible for all direct and indirect costs associated with such termination, including attorney's fees and costs. (2) A petition is filed against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such filing; (3) The Borrower files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; u �: Graham Hanover, Inc. Page 3 of 6 (4) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession. continues for more than 60 days [ SMCRA is aware of the following debts and past due debts -for: Williams and Dantzler v. voche and Graham Hanover, Inc., under case number 04 -25038 CA 27 (Fla. Jud. Cir. 2004), Barrocas v. Graham Hanover, Inc., mortgage foreclosure case number 04 -25887 CA (27) (Fla. Jud. Cir. 2004); Montgomery, v. Graham Hanover, Inc., under foreclosure case number 06 -0232 CA (06) of $ 52,890.30; Florida Power and Light for the above referenced properties; WASD invoices s for the above referenced properties; Attorney's fees to Kimberly Bobo- Brown, P.A. of $15,000; and Liens recorded by SMCRA and city of South Miami. (5) Any material provision of this Loan Agreement shall at any time for any reason cease to be valid and binding on Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shall be contested by Borrower or any governmental agency or authority, or if Borrower shall deny any further liability or obligation under this Loan Agreement; or IX. MISCELLANEOUS B. Agreement Guidelines. The Graham Hanover, Inc. agrees to comply with all applicable federal, state, county and city laws, rules and regulations. This Agreement shall be governed by the laws of the State of Florida, and venue shall be Miami -Dade County, Florida. C. Modifications. - Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement including but not limited to amount payable and. effective term shall only be valid when they have been reduced to writing, duly approved and signed by both parties. D. Totality of Agreement/Severability : of Provisions. This Agreement with its attachment contain all the teens and conditions agreed upon by the parties. No other Agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind the parties. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected if such remainder would then continue to conform to the terms and requirements of applicable law.' Graham Hanover, Inc. Page 4 of 6 E. Drafting of Agreement. In the event a court must interpret any word or provision of this agreement, the word or.provision shall not, be construed against,, either party by reason of drafting or negotiating this agreement. F. Bindin Effect. ffect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns. G. Severability. In the event any provision of the Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. H. ' Amendments, Changes and Modifications. No amendment changes or modifications to this Loan Agreement shall be binding unless executed in writing by the Parties. I. Execution in Counterparts. This Loan Agreement may be simultaneously executed in counterparts, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument. X. SATISFACTION OF AGREEMENT The underlying purchase and sale agreement shall close on or before December 31", 2006. The SMCRA shall deduct the good faith payment/deposit of $126,659.36 secured by this promissory note and mortgage from the sales proceeds as an expense to the corporation. Upon closing, the. SMCRA shall release this promissory note and mortgage. If the SMCRA fails to comply with December 31, 2006 closing date, the SMCRA shall release within thirty (30) days, the promissory note and mortgage for $126,659.36 and Graham Hanover, Inc. shall have clear title to $126,659.36 (non refundable payment to Graham Hanover, Inc.). Upon achieving the satisfaction event, the SMCRA shall release its interest in this promissory note and mortgage and shall record the satisfaction of same with the Miami -Dade County Recording Office. XI. RECORDING AND WARRANTY OF AUTHORITY This grant agreement must be recorded against the property known as Graham Hanover, Inc. Further, the appropriate resolution and action by the corporation must be attached as an exhibit to the agreement authorizing Graham Hanover, Inc.'s to enter into this grant agreement, authorize the expenditure of funds and authorizing the placement of a lien against the property, should Graham Hanover, Inc. fail to comply with the terms and conditions contained herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective and duly authorized officers the day and year first above written. SMCRA Graham Hanover, Inc. Page 5 of 6 ATTEST: Graham Hanover, Inc. By: By: Therol Voche, President/CEO Type or Print Name ATTEST: Type or Print Name APPROVED AS TO FORM: BY: Eve A: Boutsis, General Counsel CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT SMCRA By: Yvonne Soler McKinley Page 6 of 6 SMCRA Graham Hanover, Inc. THIS INSTRUMENT WAS PREPARED BY Eve A. Boutsis Nagin Gallop Figueredo, P.A. 3225 Aviation Avenue, Third Floor Miami, Florida 33133 SPACE ABOVE THIS LINE FOR RECORDER'S USE MORTGAGE (Exhibit A to Addendum 6 to SMCRA purchase and sale agreement with Graham Hanover, Inc.) This Mortgage is made and entered into this day of October, 2006, by and between Graham Hanover, Inc., a Florida corporation, located at 19 Southern Cross Circle, suite 104, Boynton Beach, Florida 33436 (hereinafter referred to as "Mortgagor ") and the South Miami. Community Redevelopment Agency, a duly constituted community redevelopment agency under the laws of the State of Florida, located at 6130 Sunset Drive, South Miami, Florida 33143 (hereinafter referred to as "Mortgagee "), therefore the consideration hereinafter stated, receipt of which is hereby acknowledged, the Mortgagor does hereby mortgage, sell, grant, assign, and convey onto the Mortgagee, his successors and assigns all of the following described property situated and being in the County of Miami -Dade, State of Florida: Described in Exhibit A attached hereto and made a part hereof. 1. It is hereby agreed between the parties hereto, that if the Mortgagor, subsequent to the date of the Mortgage, conveys, contracts, or attempts to sell the above described mortgaged property in any way or manner whatsoever while said property is mortgaged to the Mortgagee, and without the written consent of the Mortgagee then in such event the sum of principal and interest of the debt due to date and secured by the Mortgage shall be paid. 2. Together with and including the structure to be constructed on the premises including, but not limited to, all fixtures, plumbing, heating, lighting, ventilating, refrigerating, incinerating, air conditioning apparatus, elevators and all other rights thereon to belonging or in any way appertaining in the reversion and reversions, remainder and remainders, all rights of redemption, and the rents, issues and profits of the above described property (provided, however, that the Mortgagor shall be entitled to the possession of said property and to collect and retain the rents, issues and profits until default thereunder). To have and hold the same unto the Mortgagee and the successors in interest of the Mortgagee forever in fee simple or such other estate, if any, as is stated herein. 3. The Mortgagor covenants that he is lawfully seized and possessed of and has a right to sell and convey the subject property; that the subject property is free from all encumbrances, except as recited in the promissory note to this mortgage (known as addendum 6 to the purchase and sale agreement for 6442 SW 59'x' Place, South Miami, Florida, bearing Folio No.: 09 -4025- 010 -0180 and 6443 SW 60'" Avenue, South Miami, Florida, bearing Folio No.: 09 -4025- 010 -0050; and that he hereby binds himself, any successors in interest to warrant and defend the title and every part thereof against any claims of all persons whomsoever. This instrument is.given to secure the payment of the Promissory Note dated October 20006 in the principal sum of One Hundred Twenty Six Thousand Six Hundred Fifty Nine Dollars and thirty-Six Cents ($126,659.36) and maturing on December 31, 2006. Page I of 5 The Mortgagor covenants and agrees as follows: a. He will promptly pay. the indebtedness evidenced by such Promissory Note at the times and in the manner therein provided; b. He will pay all taxes, assessments or rates and other governmental municipal charges, fines or impositions, for which provision has not been made in this • Mortgage; c. He will pay such expenses and fees as may be incurred in the protection and maintenance of said property, including the fees of any attorney employed by the Mortgagee for the collection of any or all the indebtedness hereby secured, or for foreclosure by Mortgagee sale or court proceedings or any other litigation or proceeding affecting said premises. Attorney's fees reasonably incurred for in any other way shall be paid by the Mortgagor. d. The rights created by this conveyance shall remain in full force and effect during any postponement or extension of the time for payment of any indebtedness evidenced by the Promissory Note or any part thereof secured hereby. e. The property is to remain in "as is" condition. Improvements may take place. f. He will not voluntarily create or permit to be created against the property subject to this Mortgage any lien or liens inferior or superior to the lien of this Mortgage without the written consent of the -Mortgagee; and further he will keep and maintain the same free from the claim of all persons supplying labor or materials for construction of any other improvement permits to be erected on said premises (after the•date of this agreement). g. The Mortgagee shall have the right to inspect the Mortgaged premises at any reasonable time. 4.. Default and any of the.covenants or conditions of this instrument or of the Note or Loan Agreement shall terminate the Mortgagor's right to possession, use of enjoyment of the property at the option of the Mortgagee or his assigns. Upon any such default, the Mortgagee shall become the owner of all of the rents and profits accruing after default as security for the indebtedness secured hereby, with the right to enter upon said property for the purpose of collecting such rents and profits. This instrument shall operate as an assignment of any rentals on said property to that extent. 5. The Mortgagor covenants and agrees that if he shall fail to pay said indebtedness or any part thereof when . due, or shall fail to perform any covenant or agreement of this instrument, the Promissory Note, or the Loan Agreement secured by this Mortgage, the entire indebtedness hereby secured shall immediately become due, payable, and collectible upon notice as provided under the promissory note, at the option of the Mortgagee or assigns, regardless of maturity, and the Mortgagee or his assigns may before or after entry sell said property: (i) . at judicial sale pursuant to the provisions of 28 U.S.C. 2001 (a); or . (ii)- take any other appropriate action pursuant to state or Federal statute either in state or Federal court or otherwise for the disposition of the property. Page 2 of 5 6. In the event of a sale as hereinabove provided, the Mortgagor shall then forthwith deliver possession to the purchaser at such sale or be summarily dispossessed, in accordance with the provisions of law. The power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and are granted as cumulative to the remedies for collection of said indebtedness provided by law. 7. The proceeds of any sale of said property in accordance with the preceding paragraphs shall be applied first to pay the costs and expenses of said sale, the expenses incurred by the Mortgagee for the purpose of protecting or maintaining said, property, and reasonable attorneys' fees; secondly, to pay the indebtedness secured hereby; and thirdly, to pay any surplus or excess to the person or persons legally entitled thereto. 8. In the event said property is sold at a judicial foreclosure sale and the proceeds are not sufficient to pay the total indebtedness secured by this instrument and evidenced by said Promissory Note, the Mortgagee will be entitled to a deficiency judgment for the amount of the deficiency. 9. In the event the Mortgagor fails to pay any Federal, state, or local tax assessment, income tax or other tax lien, charge, fee, or other expense charged against the property, the Mortgagee is hereby authorized at his option to pay the same. Any .sums so paid by the Mortgagee shall be added to and become a part of the principal amount of the indebtedness evidenced by said note, subject to the same terms and conditions. If the Mortgagor shall pay and discharge the indebtedness evidenced by said Promissory'Note, and shall pay such sums and shall. discharge all taxes and liens and the costs, fees, and expenses of making, enforcing, and executing this Mortgage, then this Mortgage shall be canceled and surrendered. 10. The covenants herein contained shall bind and the benefits and advantages shall inure to the respective successors and assigns of the parties hereto. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. 11. No waiver of any covenant herein or of the obligation secured hereby shall at any time thereafter be held to be a waiver of the terms hereof or of the note secured hereby. 12. This instrument is to be construed and enforced in accordance with Florida law. 13. A judicial decree,, order, or judgment holding any provision or portion of this instrument invalid or unenforceable shall not in any way impair or preclude.the enforcement of the remaining provisions or portions of this instrument: 14. Any written notice to be issued to the Mortgagor pursuant to the provisions of this instrument shall be addressed to the Mortgagor at 19 Southern Cross Circle, Suite 104, Boyton Beach, Florida 33436 and any written notice to be issued to the Mortgagee at 6130 Sunset - Drive, South Miami, Florida 33143. 15. Demolition of the existing structure. shall not constitute a default of this Mortgage. 16. In the event any suit or legal proceeding is brought for the enforcement of any provision of this Mortgage, the parties agree that the prevailing party or parties shall be entitled to Page 3 of 5 recover from the other party or parties upon final judgment reasonable attorneys' fees, including attorneys' fees for any appeal, and costs incurred'in bringing the suit or proceeding. Any action arising out of this Agreement shall be brought in Miami -Dade County, Florida,. and shall ' be subject to Florida law. N WITNESS WHEREOF, the Mortgagor has executed this instrument and the Mortgagee has accepted delivery of this instrument as of the day and year aforesaid. Graham Hanover, Inc. By: Therol Voche, President/CEO STATE OF FLORIDA ) )ss COUNTY OF MIAMI -DADS ) The foregoing instrument was acknowledged before me this the day of October, 2006 by Therol Voche, president of Graham Hanover, Inc. He /she has produced a as identification or is personally known. Notary Public, State of Florida at Large Print Name My Commission Expires: Page 4 of 5 . EXHIBIT A LEGAL DESCRIPTIONS Parcel One — 6442 SW 59`x' Place Folio No.: 09- 4025 - 010 -0180 Lot 17, Less E27.50 Ft, Block 3, Franklin Sub., according to the map. or plat thereof as recorded in Plat Book 5, Page 34, Public Records of Miami -Dade County, Florida and Parcel Two — 6443 SW 60`x' Avenue Folio No.: 09- 4025- 010 -0050 Lot 4, less W 2.5 Ft, Block 1, Franklin, according to the map or plat thereof as recorded in Plat B Page 5 of 5 AD�j1�,ION ocUMENTA� C �UP .'1eY65/2OO& `�2:3 :'95473$6441 :. KiNiBERLY'Bl�$Qt'= BROWN'. PAGE •91' ' EXHIBIT M. imilk4y Bobo -B rowu, PfA- ,:. 544' "0" 'oiriE ;�liap -4 0;4F 3 -19 o: I'VE BCl�1'pXS, ESQ. Fkmg: Kimb y: :gAo= ��c►wvr� `a.CS) 854 -S3S iyae: tz: S, 2006 . ' lP�xamec � (�.�5'}'85Q�53S3 P:�g�s:.� • • (�ii�lu#atig �overP`�e� a> iiic� eufis:. v �,p pe Nor: Yac.1aB • n ,�s ooi to t for tQir ey ek ' " �o§ t�` of$ i�yt? 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LAW OFFICE OF KIMBERLY BOBO- BROWN. PA 5440 N. State Rd. 7, Suite 212 Fort Lauderdale, Florida 33319 Telephone (954) 733 -3933 Facsimile (954) 733 -6447 BILLING FOR GRAHAM HANOVER, INC. 04 -25587 CA 27 & 04 -25038 CA 27 DATE 11-14-05, (Spoke to Client) TIME .5 11 -15 -05 .5 (Spoke to Client and faxed paperwork to him) 11 -15 -05 3.0 hrs. (Prepared Motion to Vacate Order, reviewed paperwork sent by Client) 11 -16-05 1.0 hr (Spoke to Client and faxed him paperwork and called Mr. Gelman's office regarding setting hearing date on Motion to Vacate Default Judgment) 12 -5 -05 5.0 hrs. (Researched and Prepared for Hearing on Motion to Vacate Default Judgment, Spoke to Client and Prepared Sworn Affidavit for hearing) 12 -6 -05 3.0 hrs. (Travel time to and from hearing that was scheduled for 12 -6 -05) 12 -7 -05 / 12 -14-05 .5 (Called and spoke to Client and called Mr. Gelman's office and Ms. Boutsis' office) 12 -13 -05 1.0 hr. (Called and spoke to Client, called the Judge's Judicial Assistant, Renee, spoke to Mr. Gelman, and regarding letter faxed, and called to arrange for a court reporter to appear at hearing on 12- 15-05) 12 -14 -05 2.5 hrs. (Reviewed file for hearing set for 12 -15 -05 and researched case law on rule to show cause issue, reviewed letter faxed by Ms. Boutsis) 12 -15 -05 .8 (Telephonic hearing and called Client and advised him of what occurred during the telephonic hearing) 12 -16 -06 .5 (Prepared Notice of Hearing and faxed it to Mr. Gelman's office) 1 -3 -06 2.0 hrs. (Reviewed Case Law regarding Rule to Show Cause and Motion to Vacate Default Judgment) 1 -3-06 2.5 hrs. (Travel time to Hearing and Attendance at Hearing on Rule to Show Cause and Motion to Vacate) 1 -9 -06 1.5 hrs. (Called and spoke to attorney, Peter Cagle and advised of pending negotiations concerning sale of the Montgomery property to the South Miami Community Redevelopment Agency and faxed pertinent paperwork to him and sent request for payoff and faxed over request to Ms. Boutsis. Prepared request for payoff) 1 -17 -06 .5 (I reviewed letter received from attorney, Peter Cagle. I called and spoke to Client regarding letter received from Mr. Cagle) 1 -19 -06 1.0 hrs. (I spoke with Client and faxed him copy of the Proposed Contract for Sale and Purchase and Reviewed the Corrected Addendum faxed over by Ms. Boutsis' office) 1 -20 -06 1.5 hrs. (Talking with different parties regarding case and faxing information to parties, including a letter summarizing to Ms.Boutsis the concerns that I had with the proposed contract that I received that was signed by Mr. Gelman's clients) 1 -20 -06 2.5 hrs. (Prepared Proposed Addendum to be incorporated into the Proposed Contract for Sale and Purchase and faxed proposed addendum to Ms. Boutsis and Mr. Gelman) 1 -23 -06 1.5 hrs. (Spoke to Client and faxed him Proposed Addendum and incorporated changes to Addendum that Client requested and faxed the Modified Addendum to Ms. Boutsis) 1 -31 -06 .3 (Faxed information to Client) 1-31-06 / 2-6 -06 / 2 -9-06 .5 (Reviewed letters faxed by Ms. Boutsis and faxed information. to Client) 2-7 -06 .5 (Spoke to Client about meeting with other attorneys and plaintiffs on 240 -06 and advised Ms. Boutsis Client couldn't appear, therefore, I'd appear by telephone) 2 -10 -06 .8 (Telephone Conference with Ms. Boutsis and Mr. Gelman. Called Client and advised him of discussions in telephone conference) 2 -14-06 ,5 (Reviewed Proposed Settlement Agreement and Agreed Order of Proposed Settlement Agreement) , 2 2 -15-06 1.0 hr (Spoke with Client, faxed over Proposed Settlement Agreement and Notice of Hearing) 2 -16 -06 4.0 hrs (Spoke to Client 3 -Way with Eye Boutsis, Reviewed Client's fax, the Proposed Settlement Agreement, and .Eve Boutsis' Motion to Intervene, Responded to Proposed Settlement Agreement) 2 -17-06 .8 (Reviewed facsimile from attorney, Eve Boutsis including motion to intervene and spoke to Client) 3 -1 -06 1.5 hrs. (Spoke with Client and called and spoke to Mr. Gelman about.doing stipulated agreement on collection of rents, etc. and Reviewed Agreed Order on Deposit of Monthly Rentals and made revisions) 3 -2 -06 3.5 hrs. (Attended hearing and travel time to and from hearing) 3 -6 -06 .3 (Reviewed facsimile and faxed paperwork to Client) 3 -10 -06 •1 (Spoke to Client) 3 -15 -06 (Spoke to Client) .1 3 -24 -06 .3 (Faxed documents to Client) 3 -27-06 1.0 hr. (Reviewed documents from Client and file for hearing) 3 -28-06 (Attended hearing regarding foreclosure and 3 -31 -06 (Reviewed documents faxed by client and spol 4 -25 -06 (Spoke to Client and faxed him documents) 5 -1-06 (Met with Client) IrKhre 5 -11 -06 2.5 hrs. (Reviewed facsimile from attorney, Eve Boutsis and Prepared Emergency Motion to Stay Foreclosure Sale and Notice of Hearing) 5 -17 -06 .1 (Spoke to Mr. Spiegelman) 6 -13 -06 .2 (Spoke to Client) 6-26-06 .1 (Returned call of Mr. Gelman regarding water bill) 6 -26 -06 .2 (Spoke to Client) 7 -11 -06 .2 (Spoke to Client) 7 -17-06 .1 (Left message for attorney, Eve Boutsis to give me a call regarding funds that were approved by County to be used in purchase of property) 8 -11 -06 .3 (Spoke to Client) 8 -15-06 .5. (Spoke to Client and requested copy of signed contract from attorney, Eve Boutsis and Assignment of Mortgage signed by Mr. Spiegelmon) 8 -21 -06 .2 (Spoke to Client) 8 -23 -06 .2 (Spoke to Winston Parkinson at the CCA about status of check being released) 8 -24 -06 .2 (Spoke to Client) 9 -13 -06 .3 (Spoke to.Client and attorney, Eve Boutsis who advised that approval was given to extend the life of CRA) 9 -14 -06 .3 (Spoke to Client) 9 -19 -06 .1 (Faxed authorization for Mr. Gelman to pay water bills) !1 9 -20 -06 .2 (Spoke to Client) .10.3 -06 .3 (Spoke to Client and attorney, Eve Boutsis) 10-4 -0b .5 (Spoke to Client and reviewed file) 10 -5-06 & 10 -6 -06 .5 (Spoke to Client and attorney, Eve Boutsis) 10 -7 -06 2.0 hrs (Reviewed documents and prepared addendum to proposed contract and sale agreement) 10 -9 -06 .5 (Spoke to Client and did a 3-way call with Client and attorney, Eve Boutsis) 10 -10 -06 .3 (Spoke to Client and attorney, Eve Boutsis and scheduled meeting for 10- 12 -06) TOTAL TIME SPENT IN COURT ON CASE: Page 1: 20.3 x $250.00 = $5,075.00 Page 2:13.6 x $250.00 = $3,400.00 Page 3:17.9 x $250.00 = $4,475.00 Page 4: 5.5 x $250.00 = $1,375.00 Page 5: 4.3 x $250.00 = $1,075.00 Total Time: 61.6 x $250.00 = $15,400.00 Total Billing through October 10, 2006: $15,400.00 lKimbe Bobo =Brown 5 N 11111111111111111 IT' A CFN 2064RO408773 OR Ek 22337 Pss 3321 - 333t1 (Ilees) RECDROED 05/2b/2004 10145:57 NTG DDC TAX 455.00 INTANG TAX 260.00 HARVEY RUVIHr CLERK OF CDURT HIMI -DADE CDONTYr FLORIDA THIS IS A BALLOON MORTGAGE AND.. THE FINAL PAYMENT OR THE BALANCE DUE UPON MATURITY IS $131,300.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. / iMALS MORTGAGE DEED AND SECURITY AGREEMENT THIS MORTGAGE DEED AND SECURITY AGREEMENT ( heroln "Mortago`) Is made and entered into this 10TH day of MAY, 2004. between the Mortgagor, _ GRAHAM HANOVER, INC, a Florida corporation, of 19 Southern Cross Clrc. Suite 104, Boynton Beach, Fl 33143, (herein "Mortgagory which term as used heroin shall Include the Borrower's heirs, personal Representative, successors, legal representatives and assigns, either voluntary by act of the parties or Involuntary by operation of law and shall devote the singular and/or plural, and the masculine and/or feminine and natural and/or artidclai persons, whenever and wherever the contend so requires or admits and HOME EQUITY MORTGAGE CORPORATION, a Florida Corporation, Its successors and/or assigns,7333 CORAL WAY. MIAMI, FL 33155,(homin *Mortgagee*) which terms as used herein shall Include Mortgagee's successors, legal representatives and assigns, Including all subsequent assigns, either voluntary by act of the parties or Involuntary by operation of law. WITNESSETH WHEREAS, MORTGAGOR(S) is Indebted to MORTGAGEE In the principal sum of ONE HUNDRED THIRTY THOUSAND N0 1100 U.S. DOLLARS, ($130,000.00), which Indebtedness Is evidenced by their duty executed Note of even date. To Secure to Mortgagee (a) the repayment of the indebtedness evidenced by the Note, with Interest thereon, the payment of all other sums, with Interest thereon, advanced In accordance horowlth to protect the security of this Mortgage, and the performance of the covenants and agreements of herein contained, Mortgagor(s) does hereby mortgage, grant and convey to Mortgagee the following described property located In the County of DADE Stato of Florida Lot 17, less the 27.50 feet, Block 3, of FRANKLIN SUBDIVISION, according to the Plat thereof as recorded In Plat Book b, Page 34, of the Public Records of Mlaml -Dade County. Florida.' AND Lot 4, less the West 2.5 feet, Block 1, FRANKLIN; according to the Plat thereof, as- recorded In Plat Book S. Page 34, Public Records of Miami -Dade County, Florida. * *THIS IS A SECOND MORTGAGE ** (herein the 'Property'): TOGETHER WrrH all structures, buildings and Improvements now or hereafter located on the Property. TOGETHER WITH all and singular the tenements, easements, riparian and other rights thereunto now of hereafter belonging or in anyway appertaining; and the rights, if any, In all adjacent roads, ways, streams and alleys; and the reversion or or reversions, remainders, rents, Issues and profits thereof; and also all the estate, right, title Internal, property, claim and demand whatsoever of the Mortgagors(e) of, In and to the same and of, in and to very part and parcel thereof. • initials_ to Ex hi 0 1;q:11 Book22337 /Page3321 Page 1 of 11 TOGETHER WITH all machinery, apparatus, equipment, fittings, fbdures and personal property of every kind and nature whatsoever, and products thereof (herainafter sometimes collectively called the 'Equipment"), now or hereafter situated on or attached to said Property or any W thereof and used or usable in connection with any construction and/or present or future operation of said foregoing, all healing, fighting, laundry, Incinerating and power equipment; engines, pipes, pumps, tanks, motors, conduits, switchboards; plumbing, lifting, cleaning, fire prevention, firs extinguishing, refrigerating, ventilating and communications apparatus; air cooling and air conditioning apparatus, elevators, escalators, shades, awnings, screons, storm door(s) and windows, stoves, wail beds, refrigerators, attached cabin% partitions, ducts and compressors, It Is understood and agreed that all Equipment is part and parcel of the Property and appropriated to the use thereof and whether affixed or annexed to the Property or not shall, for the purpose of this Mortgage, be deemed conclusively to be real estate and mortgaged hereby; and, Martgagor(s) agrees to execute and deliver, from time to time, such further Instruments as may be requested by Mortgagee to confirm the paramount and superior first Ilen of this Mortgage on any Equipment. TOGETHER WITH (a) any and all awards or payments, Including Interest thereon and the right of receive. the same, growing out of or as a result of any exercise of the right of eminent domain, including the taking of said property or payment for alteration of the grade of any street upon which said Property abuts, or may other Injury to, taking of. or decrease In the value of said 'Property to the extent of all amount which may be owing on the indebtedness secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor(s) and the reasonable attorney's fees, costs and disbursements Incurred by Mortgage& in connection with the collection of such award or payment; (b) any unearned premiums on any hazard, casualty, liability, or other insurance policy carried by Mortgagor(s) tot the benefit of Mortgagee and/or the mortgaged Property; (c) Mortgagor's rights under any and all contracts, permits, licenses, plan& or Intangibles now or hereafter dealing with, affecting or concerning said Property, Including, but not limited to, all contracts of Mortgagor for or related to the construction of Improvements on or upon the Property and ail of Mortgagor's rights from or arising out of such contracts, including performance and/or materlalmen's bonds and any other related chores -in- action; and (d) Mortgagoes rights in and to supplies and materials delivered to or located upon the Property and used In connection with the construction of improvements thereon. . TOGETHER WITH all of Mortgagor's rights further to encumber said Property for debt except by such encumbrance which by its actual terms and specifically expressed Intent shall be and at all times remain subject and subordinate to (a) any and all tenancies In existence when such encumbrances become effective and (b) any tenancies thereafter created. Mortgagor(s) hereby represents as a special Inducement to Mortgages to make this loan, that as of the date hereof there are no encumbrances to secure debt Junior to this Mortgage and Mortgagors) covenants there are to be none as of the date hereof and as of the date when this Mortgage Is recorded, except In the case of encumbrances having the prior written approval of Mortgagee, which approval shall not be unreasonably withheld. TOGETHER WITH all of Mortgagors rights to enter Into any lease or lease agreements which would 'create any tenancy that is or may become subordinate In any respect to any mortgage other than this Mortgage. TO HAVE AND TO HOLD the above-describod and granted Property, tenements, hereditaments, appurtenances and rights thereunto belonging and the rents Issues and profits thereof (hereafter collectively called the 'Premises') unto the Mortgagee in too simple forever. BORROWER hereby covenants with Mortgagee that Mortgagor's) is incfaaslbly seized with the absolute and tee simple title to the I Premises and has full power and lawful authority to sell, convey, transfer and mortgage the same; that it shall be lawful at any time hereafter for tender to peaceably and quietly enter upon, have, hold and enjoy said Property and ovary part theroof;.that this Mortgage Is and will remain a valid and enforceable first Icon on the Property; that said Property Is tree and discharged from all lien, encumbrances and claims of any kind, including taxes and assessments;; and that Mortgagor(s) hereby fully warrants unto Mortgage* the title to said Property and will defend the same against the lawful claims and demands of all persons whomsoever. If any of the Property Is deemed to be personal property under the Uniform Commercial Code, this Mortgage shall constitute a Security Agreement and a granting by Mortgagor($) of a security Interest in such Property to Mortgagee to secure the payment of the indebtedness secured by this Mortgage. NOW, THEREFORE, the condition of this Mortgage Is such that It Mortgagors) shat well and truly pay unto Mortgagee, the indebtedness evidenced by the Note of even date herewith, made by Mortgagor and payable to Mortgagee In the principal sum stated herein. Dollars with Interest as therein stated and any other Indebtedness of the Mortgagor to Mortgagee of any nature and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants contained and set forth In this Mortgage and in the Note secured hereby, than this Page 2 of 11 n . Book22337iPage3322 Page 2 of 11 e • Mortgage and the estate horebyereated shall cease and be null and void. MORTGAGOR(S) does hereby covonantand agree: 1.. To perform, comply with and abide by each and everyone of the stipulations, agreements, conditions and covenants contained and set forth on said Note and this Mortgage and Security Agreement. 2. To permit, commit or w1for no waste and to maintain the Improvements at all times in a state of good repair and condition; to comply with, or cause to be compiled with, all Statutes, ordinances and requirements of any governmental or other authority relating to the Property; not to do or permit to be done to said Property anything that will alter or change the use and character of said Property or in any way impair or weaken the security of the this Mortgage. That in case of the refusal; neglect or inability of Mortgagor(s) to repair and maintain said Property. Mortgagee may, at Its option and sole discretion, make such repairs or cause the same to be made and advance monies for said purpose with the repayment of such sums being segued by this Mortgage. 3. To permit no building fixtures or personal property or other property now or hereafter encumbered by the lion of this Mortgage to be removed, demolished or materially offered, without the prior written consent of Mortgagee. 4. To promptly. pay and discharge any, and all license fees or similar charges, together with any penalties and interest thereon, which may be Imposed by the Jurisdiction In which the Promises are situated for the use of vaults, chutes, areas and other apace beyond the lot line and under or abutting the public sidewalks in front of or adjoining the Promises; and to promptly cure any violation of law and comply with any order of said jurfa l(on in respect to the repair, replacement or conditions of the aldewalks or curbs in front of or adjoining the Premises. It Borrowor shall default In rhaking such violations, with the amount of such payment and the expenses Incurred by Mortgagee in obtaining such discharge and in curing any such violation being secured by this Mortgage and becoming alien on, the Property; Mortgagor(s) shalt repay, the amount of any such payment and expenses to Mortgagee, together with Interest thereon at the delinquent Note rate, within fifteen (15) days after demand for said payment Is made by Mortgagee to Mortgagor(a). 5. To noft immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Promises or any portion thereof, Mortgagee of the pendency, of such proceedings. Mortgagee. shag have. the tight to participate In any such proceedings and Mortgagor(s) from time to time, will deliver to Mortgagee all Instruments requested by It to permit such participatlon. 5. To continue, notwithstanding any taking by eminent domain, alteration of the grade of any street or other injuWo, or decrease In value of the Property by any public or quasi - public authority or corporation, to pay Interest as provided In the Note until any such award or payment shall have been actually received by Mortgagee and any reduction In the principal sum resulting from the applicallon by Mortgagee of such award or payment as hereinafter sat forth shag be doomed to take affect only on the date of such receipt; said award or payment may be applied, In such proportions and priority as Mortgages In Mortgagee's sole discretion may elect, to the payment of principal, whether or not then due and payable, or any sums secured by this Mortgage andlor to payment to Mortgagor(s), on such terms as Mortgagee may spocity, to be used for the sole purpose of offering, restoring or rebuilding any part of the Property which may have been altered, damaged or destroyed as a result of any such ,taking, alteration of grade or other injury to the Property. if prior to the receipt by Mortgagee of such award or payment to the extent of the Mortgage debt remaining unsatisfied after such sale of the Properly, with legal Interest thereon, whether or not a Deficiency Judgment on this Mortgage shall have been sought or recovered or denied and of the reasonable counsel tees, costs and disbursements Incurred by Mortgagee In connection with the collection of such award or payment. 7. To furnish to Mortgagee, within thirty (30) days after a request by Mortgagee to do so, a written statement containing the names of all, lessees of the Promises, the terms of their respective [oases, the spaces occupied and the rentals paid; Mortgagor, upon request of Mortgagee, shall deliver to Mortgagee an asstgnment'in recordable form, of all lessor's interest In said leases, together with proof of due service of a copy of said assignment on each lessee. & That Mortgagor(s) 'hereby assigns to Mortgagee the rents, issues and profits of the Property as further security for the payment of the indebtedness secured hereby and Mortgagor grants to Mortgagee the right to enter the Property for the purpose of collecting the same and to let the Property, or any part thereof, and to apply said rents. Issues, and profits. after payment of all necessary charges and expenses, on account of said Indebtedness; that this assignment and grant shag continue In effect until the indebtedness secured by this Mortgage is paid, but Mortgagor(s) shall be entitled to collect and receive said rents, Issues, and profits, until the occurrence of a default by Mortgagor(s) under the terms and provisions hereof; that Mortgagors) agrees to use said rents, Papa3 of t1 Book22337/Page3323 Page 3 of 11 issues and profits in payment of principal andlor Interest payable pursuant to the Note, and In payment of all taxes, assessments, water rates, sewer rents and other charges on or against the Property; that such right of Mortgagor(s) to collect and receive said rents, issues and profits may be revoked by Mortgagee upon any default by Mortgagors under the terms and'provisions of this Mortgage by giving not less than five (5) days written notice of such revocation to Mortgagor(s); that Mortgagor(s) shall not have the right or power, as against the holder of this Mortgage without its consent, to cancel, assign, abridge or otherwise modify tenancies or leases of the Property, or any part thereof, now or hereafter In axistsnco, or to accept pre - payments of installments of rent to become due thereunder for a period of more then one (1) month in advance; thst, in respect of any such lease which now or at any time is covered by such restriction, Mortgagors will (e) fulfill or perform each and every torm, covenant and provision of any such lease to be fulfilled or performed by the lessor thereunder, (b) give prompt notice to Mortgagoe of any notica received by Mortgagors or default by the lessor thereunder, together with a complete copy of any such notice; and, (c) enforce, short of lerminagon thereof, the performance or observance of each and every form, covenant, and provision of any such lease by the lessee thereunder to be performed or observed; and, that in the event of any default under this Mortgage, Mortgagors will pay monthly in advance to Mortgagee, or to any receiver appointed to collect said rents, issues and profits, the fair and reasonable rental value for the use and occupation of such payment, will vacate and surrender possession of such part of the Property to Mortgages or to said receiver and In default thereof, Mortgagors may be evicted by summary proceedings or otherwise. 9. That Mortgagors(s) will, at the cast of Mortgagors, and without expenses to Lender, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Mortgagee shall from time to time require, for the better assuring, conveying, assigning, transferring, and confirming unto Mortgagee the property and tights hereby conveyed or assigned or Intended now or hereafter so to be, or which Mortgagor(s) may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the Intention of 1=111tating the performance of the terns of this Mortgage or for filing, registering, or recording this Mortgage and, on demand, will execute and deliver, and hereby authorizes Lander to execute in the name of Mortgagors to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security Instruments, to evidence more effectively the Ilea hereof upon the taxed or personal property. 10. (a) That Mortgagors forthwith upon the execution and delivery of this Mortgage and thereafter from time to time, will cause this Mortgage, and any security Instrument creating a lion or evidencing the lien hereof upon the mixed or personal property; and, each Instrument or further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law In order to publish notice of and fully to protect the Ilan hereof upon, and the interest therein of the Mortgagee in the Property. (b) That Mortgagom will pay all filing, registration or recording fees, and all expenses incident to the preparation, execution, and acknowledgment of this Mortgage, any mortgage supplemental hereto, and further advance hereunder, any security Instrument with respect to the chattels, and any instrument of further assurance, and all federal, state, county, and municipal stamp taxes and other taxes, duties, Imposts, assessments, and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the chattels or any instrument or further assuranco. 11. That, if Mortgagors or any party consisting Borrower is a corporation, the execution and delivery of this Mortgage has been duly authorized by the Board'of Directors of such corporation; and that, if required by the Articles of incorporation of such corporation, the execution and delivery, of this Mortgage has been duly consented to by the stockholder of such corporation. Mortgagor(s), if a rorporallon,.will do all things necessary to preserve and keep In full force and affect its existanco, franchises, rights and privileges as a business or stock corporation under the laws of the state of Its incorporation and will comply with all regulations, rules ordinances statutes, orders and decrees of any Governmental Authority or court applicable to Mortgagors or to the Property or any part thereof. 12. That Mortgagors, from time to time when these= shall become due, wfU pay and discharge all taxes of every kltul and nature (including, but not limited to, rest and personal property taxes and Income, franchise, withholding profits and gross receipt taxes), all general and special assessments, levies, permits, Inspection and license fees, all water and sewer rents, and charges, and all other public charges whether of a IUue or different nature, Imposed upon or assessed against It or the Property or any part thereof or upon the revenues, rents, Issues, income and profits of the Property or arising In respect to the occupancy, use or possession thereof, Mortgagor(s) shall deliver to Mortgages receipts evidencing the payment of all such taxes, assessments, levies, fees, rents, and other public charges Imposed upon or assessed against It or the Property or the revenues, rents, Issues, Income or profits thereof at least thirty (30) days before any such payment would become delinquent under the law then In force governing such payments. Page 4 of 11 i IW Book22337 /Page3324 Page 4 of 11 Nothing In this Paragraph 12, shag require the payment or discharge of any obligation Imposed upon Mortgagor(s) by this Paragraph so long as the Mortgagor(s) shall, in good faith and at Its own expenses, contest the same or the validity thereof by appropriate legal proceedings which shag operate to prevent the collection thereof or other realization thereon and the sale or forfeiture of the Promises or any part thereof to satisfy the sense; provided however, that during such contest Mortgagor(s) shag, at the option of Mortgagee as obligee assudng the discharge by Mortgagor(s) of Its obligations hereunder and the payment of any additional charge, penalty or expenses arising out of or Incurred as a result of any such contest; and provide, further, however, that if at any time payment of any obligation Imposed upon Mortgagor(s) shall become necessary to prevent the delivery of a Tax Deed conveying the Property or any portion thereof because of non - payment. then Mortgagor(s) shall pay the same in sufficient time to prevent the delivery of such Tax geed, anything In this Paragraph to the contrary notwithstanding. 13. That Mortgagor(s) will pay, from time to time when the same shall become due, all claims and demands of mechanics tienors mateda(men, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on the Property, whether paramount or subordinate to this. Mortgage, or any part thereof. or on the revenues, rents, Issues, Income and profits arising therefrom and In general will do or cause to be done everything necessary so that the first lien of this Mortgage shall be fully preserved, at the cost of Mortgagor(a, without expense to Mortgagee. - 14. That Mortgagor(e) will keep adequate records and books of account In accordance with generally accepted accounting principles and will permit Mortgagee, by its agents, accountant,, and attorneys, to visit and inspect the Promises and/or its principal place of business and examine Its records and books of account and to discuss its affairs, finances, and accounts with the officers of Mortgagor(s), at such reasonable time as may be requested by Mortgagee. in lieu of the above, the Mortgagee may request a current operation and /or financial statements of the Mortgagor and/or its personal Guarantor, which statements shag be delivered to the Mortgagee within thirty (30) days of its request 1s. (a) That Mortgagor(s) will keop all real, mixed, and personal property now or hereafter encumbered by the lion of this Mortgage insured, as may be required from time to time by the Mortgagee, against loss by fire, windstorm, flood, and other hazards, casualties and contingencies and war risks, If available, including, during the course of any construction and/or development work builders all -dsk completed value, non - reporting form Insurance, for such parlods and for not less than their full Insurable value of such amounts as may be required by Mortgagee and to pay promptly when due all premiums for such insurance. The amounts of Insurance required by Mortgagee shall be the minlmum amounts for with said insurance shall be written and it shall be Incumbent upon Mortgagor(a) to maintain such additional Insurance as may be necessary to meet and comply fully with all co- Insurance requirements contained in said policies to the and that said Mortgagor(s) is not a co-insurer thereunder. Insurance shag be written by a company or companies approved by Mortgagee and all policies and renewals thereof shall be hold by. Mortgagee. Ali detailed designations by Mortgagor(s) which are accepted by Mortgagee and all agreements between Mortgagor(s) and Mortgages relating to insurance, now existing or hereafter made, shag be in wilting and'shall be a part of this Mortgage as fully as though set forth verbatim herein and shall govern both parties hereto and their successors and assigns. No lien upon any of said policies of Insurance or upon any refund or return premium which may be payable on the cancellation or termination thereof, shalt be paid to other than Mortgagee, except by proper endorsement affixed to such policy and approved by Mortgagee. Each policy of insurance shall, be a clause satisfactory to Mortgagee making all loss or losses under such policy payable to Mortgagee as its interest may appear. in the event any sum or sums of money become payable thereunder Mortgages shall have the option to receive and apply the some on account to the Indebtedness hereby secured, or to permit Mortgagor(s) to receive it and use it, or any part thereof, without hereby waiving or Impairing any equity, lion or right under and by vhtue of this Mortgage. In event of loss or physical damage to the Property, Mortgagor(a) shat[ give immediate notice thereof by mail to Mortgagee and Mortgagee may make Proof of Loss it the same is not made promptly by Mortgagor(s). In the event of foreclosure of this Mortgage or other transfer of title to the Property In extinguishment of the indebtedness secured • hereby, all right, title and interest of Mortgagor(s) In and to any insurance policies then in torte shall pass to the purchaser or grantee. (b) Mortgagor(s) shall currently deliver to Mortgagee notices of payment dates and proof of payment of premiums . on all such insurance policies as well as such certificates and proof of Insurance as Mortgagee shalt reasonable request. (c) Mortgagee shall have the right to require Mortgagor(s) to pay to Mortgagee, on the first day of each and every month. amounts nocessary to assure the payment of all insurance premiums required to be paid by Mortgagor(s) as aforesaid. Such sums held by Morigagea shall be non- Interest bearing and shall be used by Mortgagee to pay insurance premiums as and when they become due. Pape 6 of t t Book22337/Page3325 Page 5 of 11 16. That no conveyance shall be made by Mortgagor(s) of the Property herein described, or any part thereof, without first obtaining the prior written consent of Mortgagee, and the grantea named in such conveyance shag agree to assume the payment of the obligation evidenced by said Note and contained In this Mortgage In accordance with their respective terms. Mortgagor(s) agrees not to permit the merger of Mortgagors) with Ow corporation or the conveyance or any of the capital stock in Mortgagor(s) without Mortgagoo's prior written consent, which consent shall not be unreasonably withheld. 17. That Mortgagee may, at its option, and without waiving Its right to accelerate the Indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any and all of those certain obligations required by the terms hereof to be paid by Mortgagors) for the protection of the mortgage security or for the collection of the Indebtedness hereby secured. All sums to advanced or paid by Mortgagee shag be charged to the Mortgage account, and every payment so made shalt bear interest from the date thereof at the delinquent rate specif led in said Note, and become an integral part thereof, subject In all respects to the terms, conditions, and covenants of the aforesaid Note and this Mortgage as fully and to the same extent as though a part of the original Indebtedness evidenced by said Note end secured by this Mortgage; provided, however, said sums shalt be repaid to Mortgages within fifteen (15) days after demand by Mortgagee to Mortgagor(s) for said payment. 18. That Mortgagor(a) shall pay all and singular the costs, charges, and expenses, including attorney's ices and Abstract costs, reasonable incurred or paid at any time by Mortgagee because of the failure of Mortgagor(s) to perform, comply with, and abide by each and every one of the stipulations, agreements, condition, and covenants of said Note and of this Mortgage or either. 19. That In order to accelerate the maturity of the indebtedness hereby secured because of the failure of Mortgagor(s) to pay any tax assessment, liability, obligation, or encumbrance upon said Property as herein provided, It shall not be necessary nor requisite that Mortgagee shall first pay the same. 20. That any failure by Mortgagee to Insist upon the strict performance by Morigagor(s) of any of the terms and provisions hereof shall not be doomed to be a waiver of any of the terms and provisions hereof, and Mortgages not withstanding any such failure, shall have the right thereafter to Insist upon the strict performance by Mortgagor(s) of any and all of the terms and provisions of this Mortgage to be performed by Mortgagor(s); that neither Mortgagors) nor any other person now or hereafter obligated for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage shall be relieved of the obligation by reason of the failure of Mortgagee comply with any request of Mortgagor(s) or of any other person so obligated, to take action to foreclose this Mortgage or otherwise enforce any of the provisions of this Mortgage or of any obligations secured by this Mortgage, or by reason of the release, regardless of consideration, of the whole or any part of the security held for the Indebtedness segued by this Mortgage, or by reason of any agreement or stipulation between any subsequent owner or owners of the Property and Mortgagee extending the time of payment or modifying the terms of the Note or this Mortgage, without first having obtained the written consent of Mortgagor(s) or such other persons and, to the last. mentioned event. Mortgagor(s) and all such other persons shall continue liable to make such payments, according to the terms of any such Agreement of Extension or Modification unless expressly released and discharged In writing by Mortgagee; that Mortgage* may release, regardless of consideration, any party liable upon or In respect to the Note, or any part of the security held for the Indebtedness secured by this Mortgage without, as to any other party or as to the remainder of the socurtty, In any way, impairing or affecting the lion of this Mortgage or the priority of such lien over any subordinated lion; and, that Mortgagee may resort for the payment of the Indebtedness secure by this Mortgage to any and other security therefore held by Mortgagee In such form and manner as Mortgagee may. elettt. 21. That if the Mortgagor(s) shall fall,.negleck or refuse for a period of 30 days fully and promptly to pay the amounts required to be paid by the Note hereby secured or the interest therein specified or any of the sums of money herein referred to or hereby secured, or otherwise duly, fully, and promptly to perform..sxecute, comply with and abide by each, every or any of the covenants, conditions or stipulations of this mortgage, the Note hereby secured or If Mortgagor(s) shall felt to promptly comply with all requirements of Federal, State, County, Municipal and other governmental authorities having jurisdiction over the Property or If Mortgagor(s) shall use the Property in such a way auto violate any govommental law, ordinance, rule, regulation, or requirement, or, It Mortgagor's use of the Property violates any enforceable restrictive covenant upon the use of the Property, or, If any certificate, statement; warranty, or audit representation heretofore or hereafter furnished by or on behalf of Mortgagor(s) pursuant to or In connection with this Mortgage (Including; without limitation, representation and warrantles contained herein) proves to have been materially false or to have omitted any substantial contingent or unliquidated liability or claim against Mortgagor(e), or, it there exists any present imposition of a lion upon the Property approved by Mortgagee, or, It Mortgagors) sell out In the ordinary course of business, all, or substantially all, of its assets, then upon the occurrence of any such events, without notice or demand, the said aggregate "sum mentioned In said Note, less previous payments, It any, and any and all sums mentioned herein or Papa a of 71 to iaT Book22337 /Page3326 Page 6 of 11 secured hereby shall become due and payable forthwith or thereafter at the continuing option of Mortgagee as fully and completely as If said aggregate sums were originally stipulated to be paid at such time, anything in said Note or herein to the contrary notwithstanding, and Mortgagee shalt be entitled thereupon or thereafter without notice or demand to institute suit st.taw or In equity to enforce the rights of. Mortgagee herein to the contrary notwithstanding, and Mortgagee shall be entitled thereupon or thereafter without notice or demand to institute. suit at taw or in equity to enforce the rights of Mortgagee hereunder or under said Note. In the event of any default or breach on the part of Mortgagor(s) hereunder of under said Note, Mortgagee shall have the continuing option to enforce payment of all sums secured hereby by action at law or suit in equity to foreclose this Mortgage, either or both, concurrently or otherwise, and one action or suit shalt not abate or be a bar to or waiver of Mortgagee's right to Institute or maintain the provided said Mortgagee shall have only one payment and satisfaction of said Indebtedness. 22. That In the event that Mortgagor(t) shalt (t) consent to the appointment of a Receiver, Trustee or Liquidator of all or a substantial part of Mortgagor's assets; or (2) be adjudicated a bankrupt or Insolvent or file a voluntary petition In bankruptcy, or admit In writing Its inability to pay its debts as they become due, or, (3) make a general assignment for the benefit of creditors, or (4) file a petition or answer seeking reorganization or arrangement with creditors, or. to take advantage of any insolvency law, or, (5) file an answer admitting the material allpgaaons of a petition filed against Mortgagor in any bankruptcy, reorganization or Insolvency proceeding, or, (6) action shall be taken by Mortgagor(s) for the purpose of effecting any of the foregoing, or, (7) any order, judgment, or decree shall be entered upon any application of a creditor or Mortgagor(s) by a court of competent jurisdiction approving a petition seeking appointment of a Receiver or Trustee of all or a substantial part of Mortgagor's assets and such order, judgment, or decree shall continue unstated and in effect -for any period of thirty (30) consecutive days, Mortgagee may declare the Note hereby secured forthwith duo and payable, whereupon the principal of and the Interest accrued on the NOTE and all .other sums hereby secured shall become forthwith due and payable as if all of the said sums of money were originally stipulated to be paid on such day; and, thereupon Mortgagee without notice or demand, may prosecute a suit at law and/or In equity as N all monies secured hereby had matured prior to Its Institution. 23. That If foreclosure proceedings should be Instituted against the Property covered by this Mortgage upon any other Ilan or claim whether alloged to be superior or junior to the Ilan of this Mortgage, or, if any federal tax Ilan or claim of pen for labor or materials be filed of record against borrower or the Property and not be removed by payment or bond within thirty (30) days from such filing, Lender may, at its option, declare this Mortgage and Indebtedness secured hereby due and payable forthwith and may, at its option, proceed to foreclose this Mortgage. -24. That in the event of a suit being instituted to foreclose this Mortgage, Mortgages shall, as a matter.of right, be entitled to apply at any time pending such foreclosure suit to the court having jurisdiction thereof for the appointment of a Receiver of all and singular the Property, and of all rents, Income, profits, Issues and revenues thereof from whatever source derived; and, thereupon It Is hereby expressly covenanted and agreed that the court shall forthwith appoint. such Receiver with the &=at powers and duties of Receiver In like cases and said appointment shall be made by the court as a matter of strict right, and not discretion, to Mortgagee, and without reference to the solvency or insolvency of Mortgagors) or any other party defendant to such suit. Mortgagor hereby specifically waives the right to object to the appointment of a receiver as aforesaid and hereby expressly consents that such appointment shall be made as an admitted equity and as a matter of absolute right to Mortgagee: and agrees, that the some maybe done without notice to Mortgagor(s). Mortgagor(s) further agrees that the receiver shalt have all rights contorted by law, the right to complete any construction already commenced on the Premises and/or to make necessary to keep the Property In proper condition during the period of receivership. To this end, Mortgagor(s) agrees that the funds for said construction and/or repairs shall be drawn from the sums remaining to be disbursed under the Note secure by this Mortgage if any, or such other sums as may be advanced to the Receiver, all Interest thereon at the annual rate set forth in the Note, herainabove Warred to and ail costs, Including reasonable attorneys' tees plus fees for appellate proceedings, if any, In connection with the aforesaid. 25. That during the continuance of any default hereunder, Mortgagor(&) personally, or by Its agents or attorneys; may enter into and upon all or any part of the Premises, and each and every part thereof, and may exclude Mortgagor(s), its, agents and officers wholly therefrom; and, having and holding the same may use, operate, manage, and control the Promises and conduct the business thereof, either personally or by Its superintendents, managers, agents, employees, attorneys, or Receivers; and, upon every such entry, Mortgagas at the expenses of the Property or Mortgagor(&), from time to time, at the expenses of the Property or Mortgagor(s); Mortgagee may make all necessary or proper repairs. rsnawals, and replacements and such useful atteratlone, additions, betterment and improvements thereto and thereon as to it may seem advisable; and in every such case, Mortgagee shall have the right to manage and operate Property and to carry on the business thereof and exercise all rights and powers of the Mortgagor(s) or with respect thereto either in the name of Mortgagors) or otherwise as It shall deem best; and, Mortgagee shall be entitled to collect and receive all earning, revenues, rents, Issues. profits and Income of the Property and every part Pap�7ollt INITL Book22337/Page3327 -Page 7 of .11 thereof, all of which shall for all purposes constitute property of Morigagor(s); and, after deducting the expenses of conduction the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterment and improvements and amounts necessary to pay for taxes, assessments, Insurance and prior or other proper charges upon the Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks and other employees by It property engaged and employed, Mortgagee shat) apply the monies arising as aforesaid, first, to the payment of the principal of the Note and the Interest thereon and second, to the payment of any other sums required to be paid by Mortgagor(s) under this Mortgage. 26. That in case of proceedings by or against Mortgagor(s) In Insolvency or bankruptcy or any proceedings for Its reorganization or insolvency or bankruptcy or any proceedings for Its reorganization or Involving the liquidation of its assets, then, and in such case, Mortgagee shall be entitled to prove the whole amount of principal and Interest due upon the Note to the full amount thereof, and all other payments, charges, and costs due under this Mortgage, without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Property; . provided, however, that In no event shall Mortgagee receive a greater amount than such principal and Interest and such otter payments, charges and costs duo underthis Mortgage from the aggregate amount of the proceeds of the sale of the Property and the distribution from the state of Mortgagor(s). 27. That Mortgagee shall have the fight, from time to time, to take action to recover any sums, whether interest, principal, or any Installment of either, or any other sums required to be paid under the terms of this Mortgage, as the same become due, without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action, for a defautt or defaults by Mortgagor(s) existing at the time such earlier action was commenced No remedy conferred upon or reserved to the Mortgagee heroin, or in the Note Is Intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shag be in addition to every other remedy given to Mortgagee now or hereafter existing at law or In equity or by Statute. No delay or omission of Mortgagee In exercising any right or power accruing upon any default herein, or in the Note, shag Impair any such right or power, or shag be construed to he a waiver of any such default or any acquiescence therein; and, every. power and remedy given by the Mortgage or the Note to Mortgagee may be exercised from time to time as often as may be deemed expedient by Mortgagee.: Nothing in this Mortgage or In the Note "I affect the obligation of Mortgagors). to pay the principal of, and Interest on, the Note In the manner and at the time and place therein respectively expressed. 26. That Mortgagor(s) wig not at anytime Insist upon, or plead, or In any manner whatsoever claim or take any benefit "advantage of, any stay or extension or moratorium law; any oxomption from execution or sale of the Property of any part thereof, wherever enacted, now or at any time hereafter in fomo,.which may affect the covenants and terms of performance of this Mortgage; nor claim, take or Insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Property, or any part thereof prior to any sale or sales thereof which may be made pursuant to any provisions heroin, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor, after any such sale or sales, claim or exercise any right under any statute heretofore of hereafter enacted by any governmental authority or otherwise, to redeem the Property so sold or any part thereof; and, Mortgagor(s), hereby expressly waives all benefit or advantage of any such law or laws, and covenants not to hinder, delay or Impede the execution of any power heroln granted or delegated to Mortgagee but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. Mortgagor(c), for Itself and all who claim under 1% waives, to the extent that It lawfully may, all right to have the Property marshaled upon any foreclosure hereof. 29. That to the extent of the indebtedness of Mortgagor(s) to Mortgage& described. herein or secured hereby, Mortgagee in hereby subrogated to the lien or liens and to the right of the owners and holders of each and every mortgage, lien or other encumbrance on the Premises which Is paid and/or satisfied, in whole or in part, out of the proceeds of the loan descrlbod herein or secured hereby, and the respective liens of said mortgages, liens, or other encumbrances, shall be and the same and each of them hereby Is preserved and shall pass to and be held by Mortgagee herein as security for the indebtedness to Mortgagee herein described or hereby secured to the same extent that It would have been preserved and would have been passed to and been hold by Mortgagee had It been duly and regularly assigned, transferred, set over, and delivered 'unto Mortgagee by separate deed of assignment, notwithstanding the factthat the same may be satisfied and cancelled of record, it being the Intention of the parties hereto that the same will be satisfied and cancelled of record by the holders thereof at or about the time of *a recording of this Mortgags. 30. That In the event any one or more of the provisions contained In this Mortgage or In the Note shall, for any reason, be held to be Inapplicable, Invalid, illegal or unenforceable In any respect, such inapplicability, Invalldlty, Illegality or unentorceabgity shall, at the option of Mortgagee, not affect any other provisions of this Mortgage, but, this Mortgage shag be construed as If such Inapplicable, invalid, Illegal or unenforceable provisions had never boon contained herein or therein. Pegs a of 11 INIT Book22337/Page3328 Page 8 of 11 r � t 31. That all notices hereunder shall be. In writing and shalt be deemed to have been sufficlently given observed for all purposes when presented personally or sent by telegraph or by registered or cerliliad mail and with return receipt requested to any party hereto at Its address above stated or at such other address of which written notification has been given to the other party. 32. That all of the grants, covenants, terms, provisions, and conditions herein 'shail run with the land and shall apply to, bind, and Inure to the benefit of the. successors and assigns of Mortgagar(s) and the successors and assigns of Mortgagee. 33. That In order to more fully protoct the security of this Mortgage and to insure the payment of real estate taxes, water and sewer charges and insurance premiums for oil insurance applicable to the Property as more particularly set forth In Paragraph 15, supra, Mortgagor(s), If required by Mortgageo, at any time or from time to time, agrees to pay to Mortgagee on the first day of each month (!n addiUon to paying the principsl and Interest heroin provided for) a sum equal to 1/12th of the annual real estate taxes, water and sewer charges, and insurance premiums for all insurance applicable to the Property. Mortgagor(s) shall deposit at least thirty (30) days.prior to the due date of any such real estate tax, water, or sewer charges, or Insurance premiums such additional amounts as may be necessary to provide Mortgagee with sufficient funds in such deposit account to pay each such item at least thirty (30) days In advance of the due date thereof. If any time the amount of real estate taxes, water, and sower charges or insurance premiums are increased or Mortgagee receives information that same will be increased, and if tits monthly deposits then being made by Mortgagor(s) for this purpose (If continued) would not make up a fund sufC,clent to pay such Item thirty (30) days prior to its due date, said monthly deposits shall thereupon be increased and Morigagor(s) shall deposit immediately with Mortgagea on demand additional sums so that the monies than on hand for the payment of said items plus the increased ono - twelfth (1/121h) payments and such additional sums demanded shaft be sufficient to enable Mortgagee to pay such items at least thirty (30) days before the some become due and payable. For the purpose of determining whether Mortgagee has on hand sufftclent monies to pay any particular Item at least thirty (30) days prior to the due date therefore, deposits for each item shall be treated separately, It being the Intention that Mortgagee shalt not be obligated to use monies deposited for the payment of an item not yet due and payable for the payment of an item that is due and payable. Notwithstanding the foregoing, it Is understood and agreed (a) that deposits provided for hereunder may be held by Mortgagee In a single bank account; and, (b) that Mortgagee at its option may, If ftrrower falls to make any deposit required hereunder, use deposits for one Item for the payment of another Item than due and payable. All such deposits shall be held in escrow by Mortgagee and shall be applied by mortgages to the payment of the said real estate taxes, water and sewer charges, and Insurance premiums when the some become due and payable. The sold deposits shall boar no Interest The whole of tho said principal sum and the Interest shalt Immediately become due and payable at the option of Mortgages after failure of Mortgagor(s) to pay any of the aforesald monthly deposits for ten (10) days or after failure of Mortgagor(s) to pay any of the aforesaid additional deposits for live (5) days, in which event all monies on hand In the deposit fund may, at the option of Mortgagee, be applied in reduction of thesohd principal sum. Upon an assignment of this Mortgage, Mortgagee shall have the right to pay over the balance of such deposits in its possession to the asslgnoo and Mortgagee shall thereupon be completely released from ail liability with respect to such deposits and Mortgagor shall took solely to the assignee or transferee with respect thereto. This provision shag apply to every transfer of such depostts to a new assignee. Upon full Payment of the mortgage indebtedness and Interest (or at any prior time at the election of the then holder of this Mortgage), the balance .of the deposits in its possession shall be paid over to the record owner of the Premises at the time of payment and no other party shall have any right or claim thereto In any event. 34. That Mortgagor(s), shall, at the request of Mortgagee, furnish a written statement in recordable form of the amount owing on the obligation which this Mortgage secures and therein state whether or not Mortgagors) clalms any defenses or off sets thereto. 35. Tfiat in the event the ownership of said Property or any part thereof becomes vested In a parson other then Mortgagor(s), Mortgagee may, without notice to Mortgagor($), deal with such successor of successors In Interest with reference to this Mortgage and the debt hereby samred in the same manner as with Mortgagor(s), and may forebear to sue or may extend time for payment of the debt, secure hereby, without discharging or in any way affecting the liability of Mortgagors(s) hereunder or upon the debt hereby secured. 36. That this Mortgage cannot be changed orally and can be modified only In writing executed by the party or parties Incurring obligations by virtue of the modification. 37. That any payments made by Mortgagors) in partial or complete discharge of the loan to an Agent other than the owner and holder of the Mortgage and Note of record, as reflected in the Public Records of the jurisdiction In which the Property Is situated, shall constitutes payment to Page 9 of tt ILI Book22337 %Page3329 Page 9 of 11 Mortgagor's Agent and not to the owner and holder of said Note or Its Agent. In this regard, it is understood that until said payment is actually In the possession of Mortgagee or its assign(s), as the case maybe, who at that time Is the owner and holder of record of said Mortgage and Note, said payment shall be deemed not to have been properly made, and Mortgagee shall not be required to release or discharge the Mortgage In satisfaction of the obligation pursuant to the provisions of said Mortgage and Note. 38. That this Mortgage also secures the payment of and Includes all future, or further advances as shall be made by Lender herein or Its successors or assigns, to and for the benefit of Mortgagor(s), Mortgagor's hairs, personal representatives, successors or assigns, to the same extent as If such future advances were made on the date of the execution of this Mortgage. The total amount or Indebtedness that may be secured by this Mortgage may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal sum of this Mortgage together with Interest thereon and any and all disbursements made by Mortgagee for the payment of taxes, Iavies, at insurance(s) on the Property covered by the lien of this Mortgage with interest on such disbursement at the rate specified in the Note referred to In this Mortgage, and for reasonable attorney's fees and court costs incurred In the collection of any or all of such sums of money. Such future or further advances shall be wholly optional with the Lender, and the same shall bear Interest at the same rate as specified In the Note referred to herein; unless said interest rate shall be modified by subsequent agreement. A Note evidoWng'each and every future advances shag be executed by a person or persons acceptable to Lender and delivered to Lender. All such Notes shall be . of equal dignity and a default In the payment of any one Indebtedness secured hereby. 39. That Mortgagor(s) hereby waives the right to demand a jury trial In the event Mortgagor(s) files any affirmative defense or counterclaim in any judicial proceeding on this Mortgage on the Note secured hereby or in the event Mortgagor(s) institutes legal proceedings under said Mortgage and/or Note. 40. That It Is a specific condition of this Mortgage, a breach of which shall constitute a default hereunder, that Mortgagors) must obtain Mortgagee's prior approval (which approval, if granted, shall set forth the terns and conditions of such approval which shall be incorporated hereln by reference as It fully set forth herein and which Mortgagor(s) agrees to bound by) of the following: (a) If the project being financed Is other than a condominium project; any conversion to a condominium project. 41. That no transfer, assignment, mortgaging or hypothecation of sit or part of the security for this Mortgage, whether real or personal property, shall be made by Mortgagor(s) or by a Pledoor without having first obtained the prlorwdtten consent of Mortgagee. No dissolution of the corporate or Limited Partnership of Mortgagor(s) shall be suffered or permitted without said prior written consent of the capital stock of the corporate Mortgagor(s) which would have the affect• of transferring voting control thereof from controlling stockholders at the time of execution of this Mortgage (except a transfer by reason of the death of a stockholder) shall be deemed to be a prohibited transfer by the corporate borrower unless the written consent of Mortgagee thereto is first obtained. With respect to any conveyance which Mortgagee shall consent hereunder, Transferee shall agree to assume the payment of the obligations evidenced by the aforesaid Note. and all obligations contained In this Mortgage and the Construction Loan Agreement, it any, in accordance with their respective terms. 42. Should Mortgagor(s) or any other person sell or transfer all or any part of the teat estate encumbered hereby or any Interest therein without Mortgagee's prior written consent; or should same be transferred by operation of law; then at the time of any such transfer or transfers, the Mortgagee, at Its option and In Its sole discretion shall have the right to Increase the rate of interest set forth in the Note or Notes secured hereby to the prevailing rate which Lander shall then be charging on new mortgage loans secured by real estate similar to that encumbered hereby. Any Increase in Interest rate pursuant hereto shall be effective as of the first day of the month next following the date of such transfer of title. Such Increased rate shall be binding upon the successors in titre and upon all subsequent transferees and upon Mortgagor(s). Mortgagee shall have the right to effect such rate increases upon each such transfer of title and waiver of this right In any other or subsequent Instance. Nothing contained herein shall be construed as Imposing upon Mortgagee any obligations whatsoever to reduce the Interest rate, either below the original rate prescribed In said Note or Notes or below any Increased rate. 43. N payment of Interest due on the Note severed by this Mortgage, or of the real estate taxes, waste and sewer charges or Insurance premiums payable on the Property, or any part of of any of the same shall not be made on. or prior to; the date on which It is due and payable, a late charge as contained in the Note on the sums so delinquent from the due dates as liquidated damages for Mortgagor's failure to make prompt payment and the late charges that accrued during any month shall be payable on the first day of the following month. The whole of the principal sum and Interest shall become due at the option of Mortgagee It Mortgagor falls to pay late charges when due and payable. No failure by Mortgagee to hulst on payment of late charges shatt constitute a iAO Paps 10 or 11 Book22337/Page3330 Page 10 of 11 + OR LK 222` ' PG 3331 y LAST PAGE . waiver by Mortgage* of its right to enforce the provisions of this paragraph in any Instance thereafter occurring, not shatl acceptance of late charges be deemed to extend the time of payment of any Interest cr amortization or escrow deposits or any part thareof. 44. The lion of this Mortgage secures and shall continue to secure payment of the Indebtedness or Indebtednesses, however evidenced, whether by said Note or Notes or any renewal . or extension or substitute thereof, or otherwise, unit! all such Indebtedness shall have been fully paid. 45. That the invalidity or unenforceab lity In whole or In part of any covenant, promise, obligation or undertaking of any section, subsection, sentence, clause, paragraph, phrase, word or any provisions of this Mortgage, or, any portion hereof, shat{ not affect the validity of the, remaining portions hereof which shatI remain in full force and effect. IN WITNESS WHEREOF, MORTGAGOR(S) has executed these presents under seal the day and year first above written. THIS IS A BALLOON MORTGAGE AND THE FINAL PAYMENT OR THE BALANCE DUE UPON MATURITY IS $131,300.00, TOGETHER WXTH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE U THE TERMS OF THIS MORTGAGE. f/ INNTWS Signed, seated and delivered In presence of: A, "1•ri � ll� STATE OF FLORIDA) COUNTY OF MIAMI•DADE ) Mortgagors) GRAHAM HANOVER, INC., a Florida corporation ER , President The foregoing instrument was acknowledged before me this 10TH day or MAY, 2004 by THEROL E. VOCHE, President of GRAHAM HANOVER. INC.; a Florida corporation, who is personally known tome or who have produced Ay-5 w r!s it e..nzsaa Identification, and did take an oath. THiS INSTRUMENT PREPARED BY. MYRON J. RAYVIS, ESO. 7333 CORAL WAY MIAMI, FL 33155 NOTARY PUBLIC NrCEOtarysisp-a urs Notary R berStamp Seal Papa 11 of 71 0." lam k"W" �4' Canmlu0n DD20?�8e �.� W" Mw, 21.2m Book22337/Page3331 Page 11 of 11 IMS4- This instrument prepared by: Nagin Gallop Figueredo, P.A. City of South 112 -rami . 6130 Sunset Drive South Miami, Florida 33143 (Space Reserved for Clerk of Court) CLAIM OF LIEN CF-M 2005RI226367 OR 8k 23944 Pas 2449 - 2451F.Ibis) -RECORDED 11/26 /7005 15.33151 HARVEY RUVIN9 CLERK OF COURT hIAMI•DADE COUHTYt FLORIDA' STATE OF FLORIDA' } )SS COUNTY OF MUM- DADE) BEFORE ME, the undersigned authority, personally appeared Michael A. Sgrovero who, being duly sworn, deposes and says that 1. He is the Building, Zoning & Community Development Executive Director and Agent of the Lienor, the CITY OF SOUTH MIAN% Florida, a municipal corporation incorporated under the laws of the State of Florida, address at 6130 Sunset Drive, South Miami, Florida, 33143. 2. In accordance with the authority granted Lienor by the Florida Statutes and the Municipal Code of the City, a Lien is hereby imposed for failure to comply with lawfully imposed fines for code violations described on the true copy of the Notice of Civil Infraction No. 054563/2199. 3. This Lien is imposed in the amount of S 377.00 which represents one -time fine of $350,00 plus recording fees, which remaitis unpaid as of this date (09130/05), which shall continue to accrue until the violator comes into compliance or until a judgment is rendered in a suit to foreclose this Lien, against the real property known as 6442 SW 59 PL„ and whose legal description is FRANKLIN SUB PB 5 -34 LOT 17 LESS E27.50FT 13LK 3 LOT SIZE 4625 SQ FT OR 13839-2048 0988 4' COC 22337 -3317 OS 2004 2 FOLIO NO.09- 4025-010-0180. . 4. The City of South Miami does impose and claim Certified Lien for the said services from the fuss day of 09/30/05 with interest thereon at a rate of I S% per annum. 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SavTIOQ M;UORiIH' NO jo tuns ledpugd alp %ro!W iris sapual su wild ngto Haas SSI££ '13 `I1hM1K `AVM TvToo £££L 10 Mti'e3QN376 se m Pan01a3 lagiulonq `SNJLSSV HO QNV Saoss 3fis SM `jSoo aDVQLVo3q AL non ZAOH 3o sapsb ag3 of bed of 2s!mwd11 laaMa:= Q311'IVA 2IOd £tii££ IN ULM IN1,t m moos :Mo HOVTd 6S MS Z"9 Pus UnNOAV 09 MS £4Y9 :ssnaav AL8uoua 00'00010£TS;LNf1OWNVO'I t+04Z'4101 AVYH ;]d.VQ i OR BK 22"' 'r PG 237 LAST PAGL. TNTFRRRT RF1017MON! Lender shall not be entitled to receive any payment of interest which exceeds the•maximuni interest allowable under the laws: If Lender determines that it has charged or received interest in excess of the amount allowed by law, it shall refund the amount of any overcharge , received, by eithei reducing the principal owed under this note or by making a payment to the borrower, at the sole option of lender. FnRRFARAN(•_P- WE acknowledge and agree that the Lender does not waive any of its right under this note unless in writing signed by Lender, and no delay or omission in exercising any of its rights shall operate as a waiver by Tender of any tights, and a waiver in writing on one occasion shall not be construed ' as a comentdo or it waiver of any right or mmedy on any filture occasion. The same shall also apply to all sureties, guarantors and endorsers, who hereby agree to any,extension of time of payment and partial paymenrbefore, or after maturity. BARRAWE.RS' WATVFR.gi WE waive our sights to require the Lender to do certain things. Those thing's are: (A) to demand payment of amounts due;- (B) to give notice that amounts due have not been paid; and (q to,obtain an official certification of nonpayment. RFSPANSTRTf.1TY nF D RSANS_T1N1)1'R TFTTS NATF• This note is the joint and several obligation of all borrowers; suretles, guarantors and endorsers, and is binding upon them, their successors and assigns. APPr.Rr`An1.F,-r Aviv! The laws of tiee State of Florida shall govem this note APl!f,R[±ATrnN OT PAVMFNTR- All payments or partial prepayments received by Londcr will be applied first to late charges, then to the repayment of advances made by the Lender under the terms of the Mortgage, then to costs of collection, If any, then to accrued by unpaid interest, with the remainder to be applied to unpaid principal. ItTmrs AF_ e-,m grgu aig! wherever the content requires or permits. the singular "l" includes the plural and either gender, partnership, corporations and other legal entities, should suA an entity execute this Note; endorsers, guarantors and sureties, unless their obligation is expressly limited or varied; and the heirs, ; legal representatives. successors and assigns of such parties. The word "Lender" includes the plural and the ; legal representatives,, successors and assigns of Lender. TRANSFER OF THE PROMM Y OR A RFNIMCIAT RNTFRRgT TN RnRRMER- If all or any , Part of the Propprty or any interest in it is sold or transferred (or if a beneficial interest in Borrower is sold without Le ndaa prior consent Lender may, at � or transferred anei'>3ar»wer is not a natural person) th } Y . Its option, requird immediate payment in full of all sums secured by this Security Instrument. c SIGNED, SEALED AND DELIVERED THE DAY AND YEAR FIRST SHOWN ABOVE. ' GRAHAM HANOVER, ING, a / Florida corporation E. Presiacnt Note forra.doe . Book22354/Page2378 Page 5 of 5 SAMUEL BARROCAS, GABRIEL ACOSTA, JUANA ACOSTA, ISIDORO M. GOMEZ ROCHA and MARIA CRUZ, Plaintiffs, and GRAHAM HANOVER, INC., a Florida Corporation, Defendant IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI - DADE COUNTY, FLORIDA ' GENERAL JURISDICTION DIVISION CASE NUMBER: 04 -25887 CA (27) FLORIDA'BAR NO: 076655 ASSIGNMENT OF AMENDED SUMMARY FINAL JUDGMENT OF FORECLOSURE COMES NOW, SAMUEL BARROCAS, a $55,000.00 interest holder, GABRIEL ACOSTA and JUANA ACOSTA a $25,000.00 interest holder and ISIDORO M. GOMEZ ROCHA and MARIA CRUZ a $115,000.00 interest holder, (hereinafter referred as Assignor) in consideration of the . sum . of ten dollars ($10.00) and other good and valuable consideration to them in hand paid by, THE CITY OF SOUTH MIAMI COMMUNITY RE- DEVELOPMENT AGENCY FOUNDATION, INC., (hereinafter referred to as Assignee) , the receipt of which. is hereby acknowledged, has granted, bargained, sold, assigned, transferred and set over, and by these presents does grant, bargain, sell, assign, transfer and set over unto the said Assignee that certain Amended Summary Final Judgment of Foreclosure bearing the date of May 30, 2006, said Judgment being recorded in Official Records Book 24578 at Page 2026 of the Public Records of Dade - County, Florida and upon the following described parcel of land situate and being in Miami -Dade County, Florida to -wit: L Parcel 1 Lot 29 and 30, Block 5, Franklin Subdivision according to the Map or Plat Thereof as .recorded in Plat Book 5, Page 34, Public Records.of Miami -Dade County, Florida alkla 6427 -6443 S. W. 59U' Place, Miami, Florida 33143 Parcel II Lot 17, less the East 27.50 feet, Block 3 of FRANKLIN SUBDIVISION, according to the Plat thereof, as recorded In Plat Book 5, Page 34, of the Public Records of Miami- Dade County, Florida. Parcel III Lot 4, less the West 2.5 feet, Block 1, FRANKLIN, according to the Plat thereof, as recorded in Plat Book 5, Page 34, Public Records of Miam -Dade County, Florida. Together with all monies due or to become due thereon with interest as provided in said Amended Summary Final Judgment of Foreclosure above referenced and entered May 30, 2006. This Assignment is without recourse and the interest assigned herein is done so without recourse to the Assignor and is on "as is" basis. TO HAVE AND TO HOLD the same unto the Assignee, THE CITY OF SOUTH MIAMI COMMUNITY RE- DEVELOPMENT AGENCY FOUNDATION, INC., and its assigns forever. IN WITNESS WHEREOF, t17� said As ignors have made, executed, seated and - - .' delivered this Assignment thisj_day of , 2006, at Miami, Miami -Dade County, Florida. 1 Signed, sealed and delivered in the presence of: WITNESSES '�> Aq; & WITNESSES'e `�- WITNESSES .. (jj%) fW STATE OF FLORIDA } ) SS: COUNTY OF MIAMI -DADE ) 4UANAA ACOSTA, Assignor ISIDORO M. GOMEZ ROICHA, Assignor xff&44'e'_- /Y" "'4 17 MARIA CRUZ, Assig r . The foregoing instrument was cknoledged before me this Day of, 4, 2006. by SAMUEL BARROCAS, who is W personally known tome or [ ]produced as identification NOTARY PUBLIC, State of Florida at Large Printed No6m.'O � MITHEACOSTA ,� �,.,, „, � ,Gal . Hit My Commie -01xq3iKpJs'oGaber24 2077 w STATE OF FLORIDA ) .��' "��dc„.,,„' SS: COUNTY OF MIAMI -DADE ) The foregoing instruments was acknowledged before a this day of by GABRIEL ACOSTA AND JUANA ACOSTA, who are ]personally known to me produced as i tion NOTARY PUBLIC - State pf Florida Printed Name: My Commis 0. p1r( DI F -AC05A MY COMMI5S10,4 O QD 247~87 EXPIRES•Ocbbet24,2 7 amded Rdu Notary RUi: U�chnrrit en STATE OF FLORIDA ) SS: COUNTY OF MIAMI -DADE) The foregoing instrument was acknowledged b t�Jg» ZOO& by ISIDORO M. GOMEZ ROCHA and MARIA C , who are personally kno m or j ] produced identification. NOTARY PUBL - State of Florida at Large ��.,..,�.�..�.,�,..»,�.�„�..�„� fi r+ ^� "i' >, EDITH E.ACOSr Printed Name: E . 1�. IA ccfr ISSIOr�e 247ea7 ;n:�.er•_:�.: EXNit�ES October ?.$,2 7 My Commission }?E]e Oazdcd'lhroMoary?ut9icUnd an-Aft x This instrument prepared by:�W� Max Spiegelman; of Counsel. SPIEGELMAN AND SPIEGELMAN Attorneys for Petitioner Suite 420, Biscayne Building 19 West Flagler Street Miami, Florida 33130 Telephone No: (305) 371 -2500 Fax Number: (305) 374 -3606