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11-13-06Making our Npgaaftod a CmatPlace to Live 4W and Ploy, Chair Horace G. Feliu CRA General Counsel . Eve Boutsis' Vice Chair Randy. G. Wiscombe CRA Executive Director Yvonne Soler- McKinley Member Velma Palmer CRA Secretary Maria M. Menendez Member Marie Birts Member Jay Beckman Member Adrian Ellis Member Rodney Williams SOUTH MIAMI :COMMUNITY REDEVELOPMENT AGENCY CRA Meeting Meeting Date: Tuesday November 13, 2006 Time: 6:00 PM Next Meeting.Date: Monday December 11, 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 City 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: } COMMUNITY REDEVELOPMENT AGENCY Z AGENDA - November 13, 2006 REGULAR MEETING 1. APPROVAL OF MINUTES October 17, 2006* 2. EXECUTIVE DIRECTOR REPORT: A) Monthly Expenditure Report* B) Mobley Building Verbal.Report C) FMU Mobile Workshop* D) Sprit of the Season Award* 3. GENERAL COUNSEL REPORT A) Construction Status Greater Miami Neighborhoods* B) SMCRA Property Report* *Attachments PUBLIC COMMENTS (5- minute limit) CONSENT AGENDA 4. A RESOLUTION' OF THE CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY RELATING TO ATTORNEY'S FEES; APPROVING ATTORNEY'S. FEES FOR NAGIN GALLOP FIGUEREDO, P.A., FOR INVOICES DATED OCTOBER 27, 2006 IN THE TOTAL. AMOUNT OF $9,946.71; CHARGING THE AMOUNT $5,068.63 TO ACCOUNT NO. 610- 1110 - 564- 31 -20, GENERAL CORPORATE ACCOUNT; CHARGING THE AMOUNT $4,878.08 TO ACCOUNT NO. 610 -1110- 583- 31 -20, LAND ACQUISITION ACCOUNT; AND PROVIDING AN EFFECTIVE DATE.:. RESOLUTIONS COMMUNITY REDEVELOPMENT AGENCY 2 AGENDA November 13, 2006 i 5. A RESOLUTION OF .THE SOUTH MIAMI COMMUNITY REDEVELOPMENT. AGENCY (SMCRA); AUTHORIZING THE ISSUANCE OF TAXABLE REDEVELOPMENT REVENUE BONDS, SERIES 2006, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,730,000 FOR.THE PURPOSE OF ACQUIRING VARIOUS PROPERTIES LOCATED WITHIN THE BOUNDARIES OF THE SOUTH MIAMI REDEVELOPMENT' AREA AND FINANCE. COMMUNITY REDEVELOPMENT COSTS ASSOCIATED WITH THE MADISON SQUARE DEVELOPMENT, AND PAYING COSTS OF ISSUANCE OF THE SERIES 2006 BONDS; AWARDING THE SALE 'OF THE SERIES 2006 BONDS TO REGIONS BANK;. PROVIDING FOR SECURITY FOR THE SERIES 2006 BONDS; PROVIDING OTHER. PROVISIONS RELATING TO THE SERIES 2006 BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.. 6. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) AGENCY AUTHORIZING'AN ADJUSTMENT TO THE FY .06/07 ADOPTED BUDGET TO INCLUDE. $3,024,000 IN ADDITIONALLY EXPECTED REVENUES FROM A PROPOSED' LONG -TERM LOAN WITH REGIONS BANK IN THE AMOUNT OF $2,730,000 AND EXPECTED GRANT Y REVENUES FROM THE MIAMI -DADE COUNTY OFFICE OF COMMUNIT & ECONOMIC DEVELOPMENT IN THE AMOUNT OF $294,000 AND AUTHORIZING THE AGENCY TO TRANSMIT THE ADJUSTED BUDGET TO MIAMI -DADE COUNTY FOR FINAL APPROVAL; AND PROVIDING AN -EFFECTIVE DATE. 7. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO. REAL. PROPERTY; AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AN OPTION AGREEMENT. TO PURCHASE 6411 SW .59'' PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO NO. 09- 4025 - 010 -0290 FROM THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES FOR A TOTAL PURCHASE PRICE OF $25,000 IN ADDITION TO THE CITY OF SOUTH MIAMI FORGIVING ALL LIENS ASSESSED AGAINST THE PROPERTY; AND PROVIDING AN EFFECTIVE DATE. 8. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO REAL PROPERTY; RE- AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO CONTRACT TO PURCHASE 6442 SW 59t' PLACE, BEARING FOLIO NO. 09-4025-010-0180 AND 6443 SW 60th AVENUE, SOUTH MIAMI, BEARING FOLIO NO. - 09- 4025 -010 -0050 FROM GRAHAM HANOVER INC. .FOR. A PREVIOUSLY APPROVED PURCHASE PRICE OF $730,000; AND PROVIDING AN EFFECTIVE DATE. 9. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO REAL, PROPERTY; RE- AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO CONTRACT TO PURCHASE 6429 SW 59' PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO COMMUNITY REDEVELOPMENT AGENCY 3 AGENDA - November 13, 2006 N0.:09- 4025 - 010 -0310 AND 6443 SW 59TH PLACE SOUTH MIAMI, FLORIDA 09- 4025 - 010 -0320 FROM PAMELA WILLIAMS AND JANICE DANTZLER FOR A PREVIOUSLY APPROVED PURCHASE PRICE OF $ 450, 000.00; AND _PROVIDING AN EFFECTIVE DATE.. 10 A RESOLUTION OF THE 'SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY APPROVING'A MULTI- FAMILY REHABILITATION GRANT AWARD IN THE AMOUNT $3,820 TO NANCY COBB FOR HOME IMPROVEMENTS TO. 5819 SW 62ND TERRACE AND AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDING IN THE AMOUNT OF $3,820 TO NANCY 'COBB AND CHARGING 'THE AMOUNT TO ACCOUNT NUMBER 610 -1110- 533 -99- 30 (RESIDENTIAL REHABILITATION GRANT ACCOUNT); AND PROVIDING AN EFFECTIVE DATE.' 11. A RESOLUTION OF` THE SOUTH MIAMI COMMUNITY. REDEVELOPMENT AGENCY (SMCRA) RELATING TO JOB TRAINING • AND HOUSING REHABILITATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A GRANT AGREEMENT WITH THE ST. JOHN AME WOUNDED HEALERS JOB TRAINING /RESIDENTIAL 'REHABILITATION. PROGRAM IN THE AMOUNT OF $45,000 TO PROVIDE RESIDENT JOB'TRAINING AND . RESIDENTIAL REHABILITATION SERVICES IN THE SMCRA.AREA; AND PROVIDING AN.EFFECTIVE DATE. PLEASE' TAKE `NOTICE, TFI1 THE >ECTION �2�;_ 'k) F12) ��,'OFw THE CODE SS3 SS: 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 CONSTITUTES 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. COMMUNITY' REDEVELOPMENT AGENCY 4 AGENDA - November 13,.2006 To: Honorable Chair and Date: November 13, 2006 SMCRA Board Members From: Yvonne Soler- McKinley' ITEM No. SMCRA Executive Direc r ' SMCRA MONTHLY EXPENDITURE REPORT The monthly expenditure report was not available at the time of printing. During the next regularly scheduled meeting, all available expenditure reports will be placed on the agenda for Board review. Attachments: SMCRA Monthly Expenditure Report YSM/SD MCGRUFF\PLANNING \C R A \SMCRA Monthly Expediture Reports.doc' 1 ' OD RA"`� 2801 SMC To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Executive Direct Date: November 13, 2006 ITEM No. Q FMU MOBILE WORKSHOP The FMU Mobile Economic Development Workshop will be available to interested South Miami residents on December St and 7th 2006 (See Attached). Attachments: FMU Workshop Schedule YSM/SD MCGRUFF\PLANNING \C R A \SMobile Workshop.doc 1 i:r €a����rtt Est � � � � ➢1'��� 'a 6 ���� 1 , / 4xtrrj T �i� ra Crs _i ,ied @cis t� & krrMih t eve is vrz�i� - �� DATES Sept. 15 Sept. 26 & 28 Oct. 3 & 5 LITTLE HAITI ®PA -L®CKA MIAMI GARDENS 525 N. We 62nd Street Athalie Lange Park Loren Daniels (Contact) 305 - 372 -4550 ®pa -Locka City Ball 777 Sharazad Boulevard Deborah Irby (Contact) 305 - 953 -2802 Miami Gardens Shopping Plaza 18591 N. W. 27`' Avenue Beverly Coffey (Contact) 305 - 620 -5569 Oct. 10 & 12 HOMESTEADIFL®RIDA CITY 1634 N. W. 0 Avenue Florida City Ashley Roberson (Contact) 305 - 245 -4420 DATEE Oct. 24 & 26 GEOGRRjff IC AREA OVERTOWN Oct. 31 & Nov. 2 LIBERTY CITY Nov. 14 & 16 Nov. 28 & 30 Dec. 5 & 7 Dec. 12 & 14 Jan. 9 & 11 Jan. 16 & 18 Jan. 23 & 25 LAUDERDALE LAKES FLORIDA CITY SOUTH MIAMI WEST PERRINE NARANJA COCONUT GROVE LIBERTY CITY SITE INFORMATION Overtown Shopping Center 1490 N. W. 3`4 Avenue Loren Daniels (Contact) 305 - 3724550 Joseph Caleb Community Center 5400 N. W. 22nd Avenue Adrian Calhvood (Contact) 305 -636 -2250 2928 N. State Rd, 79 Lauderdale Lakes Shopping Plaza Gina Yehuda (Contact) 954- 742 -3010 404 West Palm Drive Jennifer Evelyn (Contact) 305 - 247$221 Corner of S. W. 64t4 Street and 59* Place James McCants (Contact) 305- 668 -7237 West Perrine CDC 17755 Homestead Avenue Ed Hanna (Contact) 786- 298 -6925 IHOP (House of Pancakes) 27077 S. Dixie Highway Parsuram Ramkissou 305 - 247 -1144 3628 Grand Avenue Jihad S. Rashid (Contact) 305- 445 -2418 Northside Shopping Center 7900 N. W. 27t Avenue Chris Murphy (Contact) 305 - 696 -2320 The deadline for this year's voting on the Sprit of the Season Award is December 18, 2006 (See Attached). ``� =ao, Woking our Neighborhood a Great Place to Lk lhbrk and Play' CITY OF SOUTH MIAMI NOTICE TO THE PUBLIC Notice is hereby given that one or more members of the City Commission and CRA Board will be participating in.the "Spirit of the Season Award" in the CRA area for lighting decorations, Thursday, December 21, 2006 at 6:00 P.M. I Should you have any questions, please contact the CRA office at 305- 668 - 7237. Maria M. Menendez, CMC City Clerk City of South Mzami J: \My Documents \Notices \Notice CRA Spirit of the Season.2005.doc I CITY OF SOUTH MIAMI (SMCRA) - Attention: CRA Board Members Date: November 13, 2006 We are asking that you please drive by the above homes and fax back your answer no later than Monday, December 18, 2006, or bring your list to the CRA office. Thanks, James.McCants Circle your name: Chairman Feliu Vice Chair Wiscombe Board Member Palmer Board Member Birts- Cooper Board Member Beckman Board Member Williams Board Member Ellis j Please fax your answer to the City Clerk's office: 305- 663 -6348 Please select, on a scale from 1 -10, the following homes with Holiday decorations which have been chosen as finalists for the top three winners for the "SPIRIT OF THE SEASON AWARDS ": " Score Additional homes of your choice:' Lee Town Homes: J: \My Documents \CRA SPIRIT OF THE SEASON Contest2005.doc November 2, 2006 Via Certified Mail, Return Receipt Requested Agustin Dominguez, Executive Director, Greater Miami Neighborhood (GMN) 300 N.W. 12th Avenue. Miami, Florida 33128 And Lynn C. Washington, Esq. Holland & Knight, LLP 701 Brickell Avenue, Suite 2800 Miami, Florida 33131 Re: July 10, 2003 Greater Miami Neighborhoods, Inc. (GMN) Performance Guaranty with SMCRA Gloria Brown home 5899 SW 67`h Street, South Miami, Florida GMN Grant Agreement with SMCRA dated July 10, 2003 Dear Gentlemen: As . you know, I have been in contact with you regarding the above. referenced property. There remains the issue of serious concern regarding the construction Schedule for the Gloria Brown GMN home to be located at 5899 SW 670' Street, South'. Miami, Florida. We were advised several months ago that construction would be forthcoming. SMCRA and the City of South Miami's Planning and Zoning Department have advised me of a, growing concern with the project.- As such, SMCRA has a growing concern with the implementation of GMN's contract obligations under the July 10, 2003 agreement with the SMCRA. The initial error by GMN's contractor was discovered quite a while ago. As such, a great deal of time has gone by with no final resolution of the underlying .construction issues. SMCRA believes that more than sufficient time has passed to begin I corrective action. (by . building the fourth bedroom required under the underlying'contracts). It should be noted that approved building permits were obtained from the South Miami Building Department on-March 10, 2005 for a four bedroom single- family home. Furthermore, the SMCRA's understands, from Ms. Rodriguez,' that GMN was committed to complete construction by the end of this calendar year.. Ms. Letter to Greater Miami Neighborhoods November 2, 2006 Page 2 of 2 Rodriguez's July 25, 2006 letter appears to indicate that construction should resume in ' August, but that construction will be completed no later than "Spring 2007." Thereafter, your staff advised that there were some funding issues at GMN, and as a result, GMN, needed a little more time in order to receive the necessary funding to complete the above referenced project. Since the discussions in September, 2006, the SMCRA has not observed any progress on the construction of this site. Further, I have called and emailed your staff several times to receive an update, to no avail. Furthermore; Ms. Brown has patiently waited for her home to be completed and is becoming concerned with the delays. Based upon the foregoing, this is the SMCRA's formal notice pursuant to the July 10, 2003 grant agreement and Performance Guaranty that a material default of the underlying agreements has. occurred. Moreover, it is imperative for us to advise GMN that time is of the essence and failure to complete the contract on time is a material breach. Failure to comply will constitute material breach of the July 10, 2003 performance guaranty, and may result in the SMCRA pursuing any and all remedies available. The SMCRA board is holding its regularly scheduled board meeting on November 13, 2006. You " are invited to attend and to address the SMCRA board regarding this property, as well as the other property that.GMN has under contract with the SMCRA. ` If a representative of GMN cannot attend the meeting, we ask that you provide, prior to the board meeting, a detailed project update for inclusion in the SMCRA agenda packet. We will require receipt of the project update by November, 9, 2006.. Very Truly Your /s, ve A. Boutsis, SMCRA General Counsel cc: Yvonne McKinley, Executive Director; SMCRA Kathy Rodriguez, GMN representative Stephen David, SMCRA Gloria Brown, GMN housing participant Denise Goddman TO: FROM: DATE: RE: transactions MEMORANDUM City of South Miami. Community Redevelopment Agency Board Members Eve A: Boutsis, General Counsel November 13, 2006 Status of SMCRA foreclosures, quite title actions, and. land purchase /transfer Below I provide you with an'outline of the status of the pending SMCRA foreclosure actions and quiet title actions, which are as follows: 1. 6163 SW 63d Terrace, folio number 094025- 009 -0110, SMCRA v. Model City Development, Case No.: 01 -7572 CA 13. This foreclosure matter is closed. We have filed the motion for final default judgment. Miami -Dade County had filed its answer to our amended complaint. We have filed a notice of publication for the director of Model City, Betty Walker. She has not responded to our numerous letters or calls as the only possible director to respond to the complaint. As Ms. Walker has not filed an answer we obtained default judgment on September 18, 2003. On. October 25, 2004, the SMCRA received a final summary judgment of foreclosure. The auction took place on December 14, 2004, and was sold to the highest bidder for $71,679.60. Current owner is the Sierra Family. 2. 6041 SW 63rd. Street; folio number 09 -4025 -010 -0850, Destiny Human Services Corporation, Case No.: 01 -18363 CA 18. This foreclosure matter is closed. The county deeded this property to the SMCRA. Title issued on March 25, 2003. Title policy ordered. 3. 6400 SW 57th Court, folio number 09- 4025 -015 -0030, SMCRA v Professional Management General Partnership, Inc., Case No.: 01 -18362 CA 24. This foreclosure matter is closed: , We filed a notice of voluntary dismissal with prejudice of the foreclosure action, as the . SMCRA purchased the parcel from Professional Management. This parcel is a parcel transferred to Greater Miami Neighborhoods under a grant fund agreement dated June 10, 2003. The home was constructed. 4. 6039 SW 63rd Terrace, folio number 09- 4025 -010 -0800, SMCRA v Habitat for Humanity, Case No.: 01 -21620 CA 23. This foreclosure matter is closed. Ron Cordon, prior foreclosure counsel dismissed this action on - September 24, 2001. Habitat purchased the property from Howard Shidowsky. SMCRA not in practice of suing a non - for -profit that builds affordable housing. Property. now has a single family home on it and is owned by the Graggs . family. ; e I SMCRA Memorandum regarding properties From general counsel November 13, 2006 Page 2 of 6 5. 6081 SW 64th Terrace, folio number 09 -4025- 000 -0620, SMCRA v. Estate of Johnny Jackson, Case No.: 01 -21622 CA 21.- This foreclosure matter is closed. No case number.and nothing else has been done in this matter. Greater Miami Neighborhoods is also in the process of purchasing this property. The city released the liens due to agreement under item no. 6 below. Morningside is the owner now. 6. 5895 -5899 SW 67th Street, folio number 09 -4025- 280 -0160, SMUM v. Jackson: This foreclosure matter is closed. City settled dispute lien with the estate of Johnny Jackson. ,In exchange, the City released minor liens against second property (listed as number 5 above). Property to be transferred to Greater. Miami Neighborhoods (GMN). City released the remaining liens filed against the property. ' . This property has been transferred to Greater Miami Neighborhoods to construct affordable homes per contract with SMCRA pursuant to a grant agreement dated July 10, 2003. On January 31, 2005, GMN contracted with Gloria Brown, a SMCRA resident to build a 4 bedroom, two bath house.at the-site. On March 10, 2005, GMN submitted plans for a four bedroom home. However, for some reason, the architect and* contractor for GMN took the wrong plans and began constructing a three bedroom house. The walls and layout were completed for the three bedroom, versus four bedroom, unity. Building, -and SMCRA staff contacted GMN regarding the mistake. In fact, on May 30, 2006, general counsel met with Ms. Brown regarding GMN. Thereafter, on June 13; 2006, Mr. McCants, Mr. O'Donniley and general counsel met with Ms. Brown and Ms. Rodriguez, the GMN representative. Ms. Rodriguez agreed that GMN's architect and contractor erred, and that they had to correct the situation. Mr. O'Donniley was working with GMN regarding the walls, roof bearings, etc., so as to ' make the demolition minimal. On or about August 9, 2006, GMN submitted revised construction .plans (correcting the three bedroom house and making it a four bedroom house). As part of the plans, GMN' had to documented how it was going to demolish what it had already built, how much it was going to demolish, and how it was now going to build the four bedroom home,' which may not be identical to the four. bedroom home reflected in the original plans. Nevertheless, GMN submitted the revisions and was proceeding with City building inspections thereafter. It appears due to the Miami -Dade County housing finance fiasco, some of GMN's funding, which came from county grant sources, dried up. GMN contacted the SMCRA indicating some more time was needed due to lack of funding sources. Originally, the home was to be completed by the end of the year, 2006. On July 25, 2006, GMN contacted the SMCRA and indicated that construction would be completed no later than Spring, 2007. On November 2, 2006, SMCRA issued a letter to GMN advising of a possible default. There is a cure provision in the contract, which GMN. is provided in order to remedy the default. On November &, 2006, the building directed advised that GMN requested an of the "tie beam." The inspection was approved on April 22, 2006. However, Concrete was never poured on the tie SMCRA Memorandum regarding properties ' From general counsel November 13, 2006 Page 3 of 6 beam and the job site indicates construction has been abandoned. The permit for this site is now expired. There are currently no revisions involved, Whoever is going to finish this project needs to get a new permit. A meeting has been scheduled for November 9, 2006. Mr. Stephen David shall preside at the meeting. 7. 5928 SW 66th Street, folio number 09 -4025- 028 -0200, SMCRA v. Weit;'Case No.: O1 -21619 CA 05. This matter is closed as the city obtained title to the property. 8. 6415 SW 59'x' Place, folio number 09 -4025- 010 -0300, SMCRA v Leroy Taylor,, Case No.: 01 -21612 CA 21. This matter is closed. We filed a foreclosure action and Mr. Taylor filed for Bankruptcy, - which automatically stayed the litigation. The bankruptcy action was dismissed. The City has executed an option agreement to purchase the property. As soon as the. Regions Bank financing is in place, the SMCRA can complete the transaction. 9* , 6411 SW 59th Place, folio number 09 -4025 -010 -0290, SMCRA v. Aries, Case No.: 01 -21614 CA 23. This matter is indefinitely stayed. We have filed a Notice of. Lis Pendens, the amended complaint and a Suggestion of Bankruptcy and Notice of Operation of Automatic Stay. Aries is going through receivership. The SMCRA has requested the receiver, and Aries' permission-to consent to the SMCRA's use of the site for the farmer's market. The receiver orally agreed to, the use of the site but to date has failed to execute the non- exclusive use agreement.. The receiver was receptive to selling the property to the SMCRA for its tax certificates and taxes paid, which in total is approximately $10,000. The purpose described for the use of property was originally for low to moderate income housing. The receiver indicated that with a properly executed resolution by the SMCRA board — that specifically indicated the , property would be provided to either Habitat or Greater Miami Neighborhoods in order to build a home for a family in need. However, the property is zoned neighborhood retail. A single family home is not permitted at this location. The receiver indicated to me that he would not support a commercial, or developer use of the property. Whatever agreement, is worked' out with the receiver must reflect either use for housing purposes or, some other, public benefit. We cannot proceed.with the foreclosure action as. Aries has a permanent stay. Mr. Taylor attempted to buy this land from the receiver. That offer has expired. Aries has agreed to sell the parcel to the SMCRA upon several conditions: The SMCRA and City are to release all liens recorded against the property and pay to the receiver the amount of $25,000.00. This item is on the agenda for approval. If the: SMCRA agrees to the receiver's terms, the property shall be released from the receiver and title shall transfer to the SMCRA upon satisfaction of the purchase terms. 0 SMCRA Memorandum regarding properties From general counsel November 13, 2006 Page 4 of 6 10. 6090 SW 63rd. Street, folio number 09- 4025- 010 -0880, SMCR.4 v Maude Lane Byron and Robert Harrell,, Case No.: 01 -21613 CA 22. This property is actually split in two (two half lots). The Easter half was deeded by Habitat. The Western half of the property appears to have been purchased by a third party and the City's liens ' were paid off. The city• has no interest in the property. Mr. Bowman is the owner of the property. Mr. Lott is confirming same. Title search completed. Analysis of search being completed. 11. 6065 - SW 60 Terrace, folio number 09-4025- 000 -0730. SMCRA v Robin Rolle/Jesse Brown et. al., Case No.: 04 -03495 CA 08. This matterls closed as the city obtained . summary final judgment quieting title. Title policy issued prior to April 7; 2005. 12. SMCRA v. Wiled S Hall, Sr., et. al., Case No.: 02 -17143 CA 15. This matter is closed as the city obtained amended summary final judgment quieting title. Title policy to issue. 13. 5918 -28 SW 6e Street, 09- 4025 -028 -0200, SMCRA v Sam Hepburn, Case No.: 02 -17144 CA 15. This matter is still pending. Through Mr. Lott, we have obtained partial summary judgment. The case originally started with 14 defendants. Four of the defendants were contacted and Mr. Lott obtained releases to clear their interests in the property. Of the remaining 10 defendants, eight were disposed of via partial summary judgment. ` There now are two remaining defendants, Miami -Dade County, and City of Miami. Mr. Lott will, be going before the City of Miami's code enforcement board to request a release of the city's liens (there are about 60 liens, all but 5 have been released through Mr. ,Loft's efforts). An assistant county attorney has-issued a release of the county's liens (county maintained about 200 liens). Clear title and title policy should issue within next 60 days (delay may be due to holiday season). 14. 6350 SW 6& Avenue, folio number 09- 4025 - 010 -0820, with Mr. Lott's assistance, title policy issued around May 31, 2005. Property was transferred to Habitat on or about October 20, 2005. 15. 6016 SW 63" Street, folio number 094025- 010 -0830, with Mr. Lott's assistance, title policy issued around May 26, 2005. Property was transferred to Habitat on or about September 21, 2005. 16. 6401 SW 59P Place, folio number 09- 4025 -010 -0280, title checked and clear title to SMCRA by July 13, 2005. Title policy issued. 17. 5944 SW 60 Street, folio number 09 -4025- 010 -0270, title checked and clear title to. SMCRA by July 13, 2005. Title policy issued. 18. Vacant lot with no street address: 09- 4025- 010 -0020, title checked and clear title to SMCRA. Title policy issued around July. 14, 2005. SMCRA Memorandwn regarding properties From general counsel November 13, 2006 Page 5 of 6 19. Vacant lot with no street address: 09 -4036- 000 -0520, title checked and clear title to SMCRA. Title policy ordered. Mr. Lott to obtain. 20. 5978 SW 6e Street, folio number 09- 4025 - 010 -0010, title checked and clear title to SMCRA. Title policy issued around July 14, 2005: 21. 6016 SW 66b Street, folio number 09 -4025- 029 -0100, title checked and clear title to SMCRA. Title policy issued around July 14, 2005. 22. Vacant lot with no street address: 09 -4025- 010 -0140, title checked and clear title to SMCRA. Title policy issued around July 15, 2005. 23. Vacant lot with no street address: 09 -4025- 065 -0090, title checked and clear title to SMCR k. Title policy issued around July 15, 2005. 24. 6008 SW 66h Street, folio number 09 -4025- 029 -0090, tax deed issued to SMCRA on August 14, 2001. Mr. Lott worked with Attorney's Title to obtain title insurance which issued by July 15, 2005. Attorney's Title refused to issue title previously due to quit claimed interest and tax deed interest involved. Issue now resolved ( SMCRA had to wait out the 4 year statutory period to obtain the title policy). 25. 64 _ SW. 59u' Court, folio number 09 -4025- 010 -0560 transferred by SMCRA to Theresa Sawyer in 2006. 26. 6415 SW. 60th Avenue, folio number 09 -4025- 010 -0030, Prealieu property, SMCRA obtained option agreement on property. Closing to take place after Regions Bank loan transaction clears. 27. Folio numbers 09 -4025- 029 -0090, and 0100, SMCRA transferred to Higher Praise and Worship Center, Inc. at February 2006 board meeting for $10,000. 28. 6317-19-SW 59h Place, folio number 09 -4025- 007 -0330, SMCRA has requested Mr. Lott to complete title search, clear title, and title policy for this property. 29. 6239 SW 59 Place, folio number 09 -40257007 -0280, SMCRA has requested Mr. Lott to complete title search, clear title and title policy for this property. 30.. 6041 SW 63`d street, folio number 09 -4025- 010 -850, SMCRA has requested Mr. Lott to complete title search, clear title and title policy for this property. ,�h SMCRA Memorandum regarding properties From general counsel November 13, 2006 Page 6 of 6 31. 6442 SW 59' Place, folio number. 09 -4025- 010 -0180, and 6443 SW 601' Avenue, folio number 09 -4025- 010 -0050: SMCRA to purchase from Graham Hanover, Inc. 32., 6427 -6443 SW 59`" Place, lots 29 and 30, folio numbers 09- 4025 -010 -0310 and 0320, titled to Graham Hanover, Inc.; (this is the Perry/Williams/Dantzler property being contested in court in fraud count). SMCRA to purchase from the parties. 33. 6429 SW 6& Avenue, folio number 09 -4025- 010 -0040, SMCRA maintains an Option Agreement with Mr. Carl Fils to purchase the property, which shall proceed to closing upon obtaining financing from Regions Bank. 34. Vacant lot, folio number 09 -4025 -010 -0560, SMCRA sold this parcel, with deed restrictions to Ms. Theresa Sawyer. 1 s00% Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley, IL SMCRA Executive Direct r RESOLUTION Date: November 13, 2006 ITEM No. PAYMENT FOR ATTORNEY FEES TO NAGIN GALLOP FIGUEREDO A RESOLUTION OF THE CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY RELATING TO ATTORNEY'S FEES; APPROVING ATTORNEY'S FEES FOR NAGIN GALLOP .FIGUEREDO, P.A., FOR INVOICES DATED OCTOBER 27, 2006 IN THE TOTAL AMOUNT OF $9,946.71; CHARGING THE AMOUNT $5,068.63 TO ACCOUNT NO. 610 - 1110 - 564- 31 -20, GENERAL CORPORATE ACCOUNT; CHARGING THE AMOUNT. $4,878.08 TO ACCOUNT NO. 610 - 1110 - 583- 61 -10, LAND ACQUISITION ACCOUNT; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND The frm of Nagin Gallop Figueredo, P.A..currently serves as General Counsel to the SMCRA. The firm has submitted the following invoices for general corporate matters (See Attached). Invoice Date Amount October 26, 2006 $5,068.63 October 26, 2006 $4,878.08 RECOMMENDATION Charge Acct. No. 610 - 1110 - 564 -31 -20 (General Corporate Account) 610- 1110- 583 -61 -10 (Land Acquisition Account) Staff recommends approval of the attached resolution authorizing the Executive Director to: (1) Disburse payment for legal services rendered for general corporate matters in the amount of $5,068.63 to Nagin Gallop Figueredo, P.A., charging this amount to Account No. 610 -1110- 564- 31 -20, General Corporate Account: The balance in Account No. 610 - 1110 - 564- 31 -20, after payment of this invoice will be $44,931.37. (2) Disburse payment for legal services rendered for land acquisition matters in the amount of $4,878.08 to Nagin Gallop Figueredo, P.A., charging this amount to Account No. 610 -1110- 583-61-10, Land Acquisition Account. The balance in Account No. 610- 1110 - 583- 61 -10, after payment of this invoice will be $568,892.01. Attachments: Resolution Nagin Gallop Figueredo Invoices YSM / /SD EAC R A\Nagin Gallop Payment Report.doc 1 RESOLUTION NO. .2 3 A RESOLUTION OF THE CITY OF SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY RELATING TO ATTORNEY'S FEES; 5 APPROVING ATTORNEY'S FEES FOR NAGIN GALLOP FIGUEREDO, 6 P.A., FOR INVOICES DATED OCTOBER 27, 2006 IN THE TOTAL 7 AMOUNT OF $9,946.71; CHARGING THE AMOUNT $5,068.63 TO 8 . ACCOUNT NO. 610- 1110 - 564- 31 -20, GENERAL CORPORATE 9 ACCOUNT; CHARGING THE AMOUNT $4,878.08 TO . ACCOUNT NO. 10 610- 1110 - 583- 61 -10, LAND ACQUISITION ACCOUNT; AND PROVIDING. 11 AN EFFECTIVE DATE. 12 13 14 WHEREAS, Nagin Gallop Figueredo, P.A., currently serves as .General 15 Counsel to the SMCRA; and 16 17 WHEREAS, Nagin Gallop Figueredo, P.A.; has submitted invoices dated 18 October 26, 2006 to-. the CRA for legal services rendered for general corporate 19 matters in the amount of $5,068.63; and 20 21 WHEREAS, Nagin Gallop Figueredo, P.A., has submitted invoices dated 22 October 26, 2006 to the CPA for legal services rendered for land acquisition. 23 matters in the amount of $4,878.08. 27 NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY 28 'REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, 29 FLORIDA THAT: 30 31 32 Section 1. The South, Miami Community Redevelopment Agency 33 authorizes payment for legal services rendered for general corporate matters 34 in the amount of. $5,068.63 to Nagin Gallop Figueredo, P.A.; charging this 35 amount to Account No. 610 - 1110 - 564- 31 -20, General Corporate Account. 36 The balance in Account No. 610- 1110- 564- 31 -20, after payment of this 37 invoice, will be $44,931.37.. 38 39 Section 2. The South Miami Community Redevelopment Agency 40 authorizes payment for legal services rendered for land acquisition matters 41 in the amount of $4,878.08 to Nagin Gallop Figueredo, P.A., charging this 42 amount to Account No. 610 - 1110 - 583- 31 -20, Land Acquisition Account. 43 The balance. in Account No. 610- 1110 - 583- 31 -20, after payment of this 44 invoice, will be':$568,892.01. 45 46 1 Section 2. This resolution shall take effect immediately upon adoption. 2 3 4 5 PASSED AND ADOPTED this day of November, 2006. 6 7 8 9 ATTEST: APPROVED: 10 11 . 12 City of South Miami Chairperson Horace Feliu 13 Community Redevelopment Agency 14. Clerk 15 16 Board Vote: 17 18 Chairperson Feliu: 19 Vice Chairperson Wiscombe: 20 READ AND APPROVED AS TO FORM: Board Member Palmer: 21 Board Member Birts: 22 Board Member Beckman:, 23 Board Member Ellis: 24 Board Member Williams 25 Eve A. Boutsis, 26 General Counsel 27 28 29 30 31 ,32 33 34 35 36 37 38 39 40 .41 42 43 44 45 46 47 48 49 50 rNAGT °N4�AL�O�F��U,�R�D�r.� to.rne: s outse .At: . % l rs 18001 Old Cutler Road — Suite 556 Telephone: (305) 8545353 Miami, Florida 33157 -6416 Facsimile: (305) 854 -5351 November 3, 2006 Stephen David' City of South Miami Community Redevelopment Agency 6130 Sunset Drive South Miami, Florida 33143 Re: South Miami Community Redevelopment Agency Statements Matter ID: 0076 -001 and 0076 -008. Dear Stephen: I enclose our firm's invoice dated October 27, 2006, for the South Miami CRA matter referenced above. I also attach the resolution approving same.. If you have any'questions, please do not hesitate to contact me. Thank you. Very truly yours, e A: outsis General Counsel for. the South Miami Community Redevelopment Agency EAB /lcm Enclosure CONFIDENTIAL - ATTORNEY /CLIENT PRIVILEGE NAGIN GALLOP FIGUEREDOPP". Attorneys I & Counselors 18001 Old Cutler Road, Suite 556, Miami, Florida 33157 Telephone: (305) 854 -5353 Facsimile: (305) 854; -5351 Ronald O'Donniley October 27, 2006 City of South Miami Community Redevelopment Agency Matter ID: 0076 -001 6130 Sunset Drive CRA - General Corporate South Miami, FL 33143 Invoice Number 18719 Hours Amount 9129/2006 EAB Attention to T. Sawyer matter; email communications with Mr. 0.30 55.50 Stephen David; and telephone conference with Mr. George Lott regarding same. 9/29/2006 EAB Telephone conference with Ms. Jolinda Haring of Bryant, Miller 0.30 55.50 and Dullin regarding CRA's continued existence. 9/29/2006 EAB Telephone conferences with Mr. Delle Perche; Email 2.00 370.00 communications with SunTrust, Adorno counsel, and staff; telephone conferences with Ms. Yvonne McKinley; telephone conference with MDC attorney's office, G. Heffernan; and. telephone conference with Mr. Don O'Donniley regarding bonding Issue. 10/2/2006 EAB Telephone conference with Mr. David regarding bond and pending 1.40 259A0 . Items;, email communications with Mr. Perche; telephone conference with Ms. Cynthia Curry of MDC manager's office; and follow up with MDC attorney's office regarding same; analyzed county resolution, and tax exempt status issues. 10/312006 EAB . Telephone conference with Ms. Curry, and Mario, Ms. Curry's 3.00 555.00 assistant; telephone conference with Mr. Mike Irrizay; and Mr. Jerry Heffernan; telephone conferences with Ms. Council, Ms. McCants, and Mr. David; email communicationswith SunTrust representatives and counsel; email communications with legal counsell to Fla. League of Cities Municipal Loan Council; analyzed 163.385, Fla. Stat; telephone conference with Ms. Kimberly Bobo Brown and Mr. Chuck Gelman; attention to Fits option agreement; telephone conference with Ms. McKinley regarding Graham Hanover properties, Fla. League bonding cycle, etc. 10/9/2006 EAB Analyzed agenda; analyzed counter proposal by Ms. Bobo - Brown; 4.50 832.50 telephone conferences with chair Horace Feliu, V -C Randy Wiscombe Bd'members Adrian Ellis, Rodney Williams, Velma Birts, Marie Palmer and Beckman; meeting with Mr. McCants and . Mr. David; telephone conference with Ms. McKinley; and telephone conference with Mr. Voche and Ms. Bobo Brown; drafted facsimile response to Ms. Bobo Brown; and attention to Regions bank loan, proposed budget, fees, etc. Payment is due upon receipt. Please notify us within 10 days of any questions you have regarding this invoice. Interest at a rate of 1.50/6 per month will be charged if payment Is not received within 30 days. Nagin Gallop Figueredo, P.A. Matter ID:' 0076 -001 Statement No. 18719 Pager 2 CONFIDENTIAL - ATTORNEY /CLIENT PRIVILEGE 10/9/2006. EAB Attended meeting with Ms. McKinley regarding agenda items; 4.50 832.50 discussion (separately) with v-c Wiscombe, 'ch. Feliu, bd member Birts; and attended CRA meeting. 10110/2006 LRF Attendance at meeting to approve budget. 1.00 185.00 .10 /10 /2006 EAB Telephone conference with v -c Wiscombe, bd. member Ellis, Ms. 1.00 185.00 . Bobo- Brown, Mr. Voche, Mr. David regarding coordinating meeting; drafted public notice of Sunshine meeting; and follow up regarding same. 10/13/2006 EAB Attention to GH matter; telephone conference with Mr. David; 0.60 111.00 telephone conference with Mr. Gelman; facsimile transactions with Ms. Bobo Brown and Mr. Gelman. 10/16/2006 EAB Attention to CRA budget and special agenda; and telephone 2.80 518.00 conference with bd member Beckman; telephone conferences with Ms. McKinley, ch. Feliu; prepared email memorandum regarding Graham Hanover matter; telephone conference with various attorneys in GH matter. 10/17/2006 EAB Attended pre, post and CRA special board meeting; and meeting 2.00 370.00 with County CAA staff. .10/19/2006 EAB Telephone conference with Ms. Rana Gorzeck regarding Regions 1.00 185.00 Bank loan; produced documents to Ms. Gorzeck to support the CRA transaction; email communications with staff requesting 4 years of approved budgets for bank, and attention to memorandum regarding GH matter. 10/23/2006 EAB Meeting with Mr. David regarding new CRA items; scheduled 1.20 222.00 Taylor closing, email communications with Mr. Lott regarding same; email communications with Regions representatives; email communications with MDC staff and attorney regarding CDBG grant of $294,000, calendaring deadlines, and declaration of restrictions provisions; and attention to Taylor and Prealieu closings. 10/24/2006 EAB Telephone conference with Ms. McKinley regarding OCED grant; 1.00 185.00 telephone conference with Mr. David regarding same; email, communications with SunTrust regarding CRA loan; attention to declaration of restrictions and. pending CRA matters. Total Professional Services 4,921.00 I Rate Summary Luis R. Figueredo 1.00 hours at $185.00/hr 185.00 Eve A. Boutsis 25.60 hours at $185.00/hr 4,736.00 Total hours: 26.60 4,921.00 10/27/2006 Disbursements incurred - 3.0% 147.63 Payment Is due upon receipt. Please notify us within 10 days of any questions you have regarding this Invoice. Interest at a rate of 1.5% per month will be charged If payment is not received within 30 days. Nagin Gallop Figueredo, P.A. Matter ID: 0076 -001 Statement No. 18719 Page: 3 CONFIDENTIAL = ATTORNEYICLIENT PRIVILEGE For Professional Services 4,921.00 For Disbursements Incurred 147.63 Current Balance: 5,068.63 Previous Balance: 3,284.38 Payments - Thank you 0.00 Total Due 8,353.01 To be properly credited, please Indicate Invoice Number on your remittance check. Payment is due upon receipt: Please notify us within 10 days of any questions you have regarding this Invoice. Interest at a rate of 1.50% per ' month will be charged If payment is not received within 30 days. i i Payment is due upon receipt. Please notify us within 10 days of any questions you have regarding this Invoice. Interest at a rate of 1.5% per month will be charged if payment is not received within 30 days. CONFIDENTIAL - ATTORNEY /CLIENT PRIVILEGE NAGIN GALLOP FIGUEREDOp�' Attorneys & Counselors 18001 Old Cutler Road, Suite 556, Miami, Florida 33157 Telephone: (305)854 -5353 Facsimile: (305) 854 -5351 Ronald O'Donniley October 27, 2006 City of South Miami Community Redevelopment Agency Matter ID: 0076 -008 - - 6130 Sunset Drive. CRA - Land Acquisition South MlamI, FL 33143 invoice Number 18720 Hours Amount 10/4/2006 EAB Telephone conference with Ms. Jolin Herring of Fla. League; 4.30 795.50 meeting with Ms. Adriana Hussein and Mr. David regarding bonding issues and application to Fla. League; and attempted to obtain financing quotes from other. entities; telephone conference with Ms. McKinley; telephone conference with Ms. Holly Kuhlman of Bank of American; telephone conference with Mr. Heffernan, of MDC Attorney's office; telephone conference with Mr. Irizzay, of MDC TIF committee; analyzed chapter 163, F.S., analyzed Interlocal agreement; telephone conference with Ms. Bobo Brown; analyzed documents received from Ms. Bobo Brown and Mr. Gelman; prepared memorandum to file on all efforts for financing and obstacles with same. 10/5/2006 EAB Attention to GH matter; fax communications with Ms. Bobo Brown; 1.60 296.00 telephone conferences with Mr: David regarding same and regarding bonding; and telephone conference with Mr. Irizzay regarding bonding matter, analyzed documents produced by Ms. Bobo - Brown; telephone conference with Mr. David regarding same; drafted correspondence to Ms. Bobo Brown regarding same. 1016/2006 EAB Drafted new GH contract, resolution, cover memorandum; attention 4.50 832.50 to demolition matter; attention to budget; revised GH matter; facsimile communications with and telephone conferences with Mr. Terry Voche, Mr. Gelman, Ms. Bobo - Brown, and Mr. David, 10/1212006 EAB Attended meeting with v -c Wiscombe, Bd Member Ellis, Ms. 7.50 1,387.50 Bobo- Brown, Mr. Voche, and Mr. David; then meeting with Mr. Voche and Bobo - Brown regarding finalizing terms on contract, promissory note, mortgage, and purchase and sale agreement; and telephone conference with Mr. Cages, telephone conference with Mr. Gelman, and Mr. Lott. 10/17/2006 EAB Telephone conference with Ms. McKinley, v -c Wiscombe, Mr. 3.30 610.50 Gelman, Mr. Beckman, Mr. David, Ms. Rosa; database research on GH, Inc., Madison Square, and principals; analysis of properties, and email communications with all board members regarding same. Payment is due upon receipt. Please notify us within 10 days of any questions you have regarding this Invoice. Interest at a rate of 1.5% per month will be charged if payment is not received within 30 days. I' Nagin Gallop Figueredo, P.A. Matter .1113, 0076 -008 Statement No. 18720 Page: 2 CONFIDENTIAL - ATTORNEY /CLIENT PRIVILEGE 10118/2006 EAB Meeting with Ms. McKinley regarding CRA; attention to pending 2.50 462.50 ' CRA matters; drafted letter to Mr. Getman and Ms. Bobo Brown; and drafted revised memorandum with three options. 10120/2006. EAB Telephone conference with Miami Herald Report regarding 0.30 55.50 purchase of GH properties. 10/26/2006 EAB Attention to property closings, Aries and Taylor purchases and title 1.60 296.00 searches; ordered title search on land to be donated; requested authorization (denied) to obtain environmental testing of land to be donated; drafted quit claim deeds; and email communications with Mr. Lott regarding same; and facsimile transaction with Mr. Gelman. Total Professional Services 4,736.00 Rate Summary Eve A. Boutsis 25.60 hours at $185.00 /hr 4,736.00 Total hours: 25.60 4,736.00 10/27/2006 Disbursements incurred - 3.0% 142.08 Payments and Credits 6/7/2006 Check No. 5341.6 4,938.12 7/7/2006 Check No. 53674 177.26 5,115.38 For Professional Services 4,736.00 For Disbursements Incurred 142.08 Current Balance: 4,878.08 Previous Balancer 5,115.38 Payments - Thank you 5,115.38 Total Due 4,878.08 ! To be properly credited, please indicate Invoice Number on your remittance check. Payment is due upon receipt. Please notify us within 10 days of any questlons you have regarding this Invoice. Interest at a rate of 1.5% per . month will be charged If payment is not received within 30 days. I �r 2001 . Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Acting Executive Director RESOLUTION Date: November 13, 2006 ITEM No. APPROVAL OFLOANAGREEMENT WITHREGIONS BANK A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA), AUTHORIZING THE' ISSUANCE OF TAXABLE REDEVELOPMENT REVENUE BONDS, SERIES 2006, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,730,000 FOR THE PURPOSE OF ACQUIRING VARIOUS PROPERTIES LOCATED WITHIN THE BOUNDARIES 'OF THE SOUTH MIAMI REDEVELOPMENT AREA AND FINANCE COMMUNITY REDEVELOPMENT COSTS ASSOCIATED WITH THE MADISON SQUARE DEVELOPMENT, AND PAYING COSTS OF ISSUANCE OF THE SERIES 2006 BONDS; AWARDING THE SALE OF THE SERIES 2006 BONDS TO REGIONS BANK; PROVIDING FOR SECURITY FOR THE SERIES 2006 BONDS; PROVIDING OTHER PROVISIONS RELATING TO THE SERIES 2006 BONDS; : MAKING CERTAIN COVENANTS AND AGREEN1121M IN CONNECTION THEREWITH; 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 the purchase of properties required to develop the Madison Square Project. Appraisals were subsequently, obtained for all properties required to develop the project. The total estimated cost to purchase all of the remaining properties required to develop Madison Square is $2,730,000 On October 17, 2006 the Board approved a preliminary term loan agreement with Regions Bank to obtain financing in the amount of $2,730,000 to purchase all required properties. Following Board approval of the preliminary terms, Regions Bank has provided final authorization to enter into contract with the SMCRA to disburse loan financing to the SMCRA in� the amount of $2,730,000 at a fixed annual interest rate of 5.99% and no pre - payment penalty after year five of the loan. A final draft of the loan agreement is attached as Exhibit 1. As indicated in the attached amortization schedule, the annual debt service payment will be $297,773.28. The .required debt service payment has been allocated . as a budget specific line item in the FY 06/07 Adopted Budget., Future loan ' payments shall . be paid through Tax Increment Financing (TIF) generated: revenues. The total projected TIF revenues for FY 06/07 are $1,571,798. Tax Increment Financing Revenues are also expected to incrementally increase overtime. Approval of the attached resolution shall authorize the Executive Director to 'enter into contract with Regions Banks to receive loan financing in the amount of $2,730,000 to purchase properties required to develop the Madison Square Project. RECOMMENDATION Staff recommends approval of the attached resolution authorizing the Executive Director to execute a loan agreement with Regions Bank to obtain loan financing in t11e;amount of $2,730,000 including a fixed loan interest rate of 5.99% with no prepayment, penalty after year five of the loan. Attachment: Draft Resolution Regions Bank Draft Loan Agreement 1 RESOLUTION NO. 2' 3 A. RESOLUTION OF. THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA), AUTHORIZING 5 THE ISSUANCE OF TAXABLE: RE. DEVELOPMENT 6 REVENUE -BONDS, SERIES 2006, IN THE. AGGREGATE 7 PRINCIPAL AMOUNT OF $2,730,000 FOR THE PURPOSE OF 8 ACQUIRING VARIOUS PROPERTIES LOCATED :WITHIN 9 • THE . -BOUNDARIES : OF THE SOUTH MIAMI 10, REDEVELOPMENT AREA AND FINANCE COMMUNITY 11 REDEVELOPMENT COSTS ASSOCIATED WITH THE 12 MADISON SQUARE DEVELOPMENT, AND PAYING COSTS 13 OF ISSUANCE OF THE. SERIES 2006 BONDS; AWARDING 14 THE SALE OF THE SERIES 2006 BONDS TO- REGIONS 15 BANK; PROVIDING FOR SECURITY FOR THE SERIES 2006 16 BONDS; PROVIDING OTHER PROVISIONS RELATING TO 17 THE SERIES 2006 BONDS; MAKING CERTAIN. COVENANTS 18 AND AGREEMIIM IN CONNECTION THEREWITH; AND 19 PROVIDING AN EFFECTIVE DATE. 20 21 WHEREAS, on September, 12, 2006, Miami -Dade County (the "County "), authorized the 22 SMCRA to enter into a long term loan agreement not to ;exceed $2,730,000 secured by SMCRA Tax 23. Increment Financing revenues and adopted Resolution No. R- 931 -06 an to issue-redevelopment 24. revenue bonds (the "County Resolution") pursuant ,to Section 163.385 Florida Statutes (the 25 "Statute ") and the Interlocal Cooperation Agreement between the County, and the SMCRA (the 26 "Interlocal Agreement'); 27 28 WHEREAS, Miami -Dade County and .the City of South Miami have authorized the. 29 issuance of the Series 2006 Bonds; 30 31 WHEREAS, the SMCRA accepts the Term Loan Proposal dated October 12, 2006 (the 32 "Commitment ") from Regions Bank (the "Bank") to provide.financing by purchasing bonds to be 33 issued by the SMCRA for the purpose of financing the acquisition of various properties located 34 within the boundaries. of the South Miami Redevelopment 'Area (as defined in the Interlocal 35 Agreement) and finance community redevelopment 'costs associated with the Madison' Square 36 Development and other costs related thereto, and paying costs. of . issuance of the bonds (the 37. "Project "); and 38 39 WHEREAS, pursuant to the Commitment, the bonds shall be issued as taxable. bonds in the 40 aggregate principal amount of $2,730,000 pursuant to this Resolution (the "Series 2006 Bonds" or' 41 the "Bonds "); and 42 43 44 WHEREAS, the SMCRA has previously determined and hereby affirms its determination to 1 accept the Commitment from the Bank to purchase the Bonds; and 2 3 WHEREAS, the SMCRA desires to set forth the details of the Series 2006 Bonds in this.. 4 Bond Resolution. 5 6 NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH MIAMI COMMUNITY 7 REDEVELOPMENT AGENCY: 8 9 SECTION 1. RECITALS. The foregoing "WHEREAS" clauses are hereby ratified. and 10 confirmed as being true and correct and are hereby made a specific part of this Resolution upon 11 adoption hereof. 12 13 SECTION 2. AUTHORIZATION OF SERIES 2006 BONDS.. Pursuant to the provisions of 14 this Bond Resolution, the Statute and the Interlocal Agreement, redevelopment revenue bonds of the 15 SMCRA to be designated "SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY 16 ' Redevelopment Revenue Bonds, Series 2006 (Taxable)" (the "Series 2006 Bonds "), are hereby 17 authorized to be issued in an aggregate principal amount of $2;730,000 for the purpose of financing a . 18 portion of the costs of the Project. 19 20 SECTION 3. TERMS OF THE SERIES 2006 BONDS. 21 22 (a) General Provisions. The Series 2006 Bonds shall be issued in fully registered form .23 without coupons. The principal of and interest on the Series 2006 Bonds shall be payable when due 24 in lawful money of the United States of America by wire transfer or by certified check delivered on 2 5 or prior to the date, due to the registered Owners of the Series 2006 Bonds ( "Owners ") or their legal 26 representatives, at the addresses of the Owners as they appear on the registration books of the 2 7 SMCRA. Payments shall be made in immediately available funds by no later than 2:00 p.m. on the . 2 8 date due, free and clear of any defenses, set -offs, counterclaims, or withholdings or deductions for 2 9 taxes. 30 31 The Series 2006 Bonds shall be dated the date of their issuance and delivery and shall be 32 initially issued as one Bond in the denomination of $2,730,000. The Series 2006 Bonds shall mature 33 on May 1, 2020. 34 35 THE SERIES .2006 BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN 36 INDEBTEDNESS OR A PLEDGE OF THE FAITH AND CREDIT OF THE SMCRA, BUT 37 SHALL BE PAYABLE EXCLUSIVELY FROM AVAILABLE REVENUES OF THE SMCRA, AS 38 DEFINED IN THIS RESOLUTION. THE ISSUANCE OF THE SERIES 2006 BONDS SHALL 39 NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE SMCRA TO LEVY .40 OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THE 41 SERIES 2006 BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR 42 EQUITABLE, UPON ANY PROPERTY OF THE . SMCRA, AND THE HOLDERS OF THE 43 SERIES 2006 BONDS SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. 44 (M14736433) 2 1 (b) : Interest Rate. Subject to adjustment as provided below, the Series 2006 Bonds shall 2 bear interest on the outstanding principal balance from, their date of issuance at a fixed taxable rate of 3 interest per annum equal to 5.99% (the "Fixed Interest Rate"). Interest shall be payable quarterly on 4 the first day of each February, May, August, and November (the "Interest Payment Dates ") beginning 5 February 1, 2007 as set forth on the Amortization Schedule attached to the Bond Purchase and Loan .. 6 Agreement (the "Loan Agreement "). 7 8 9 If, after the date of the Loan Agreement, the Bank shall have determined that the adoption or 10 implementation of any applicable law, rule or regulation regarding capital adequacy, or any change 11 therein, or any change in the interpretation or administration thereof by any governmental authority, 12 central bank or comparable agency'charged with the interpretation or administration thereof, or 13 compliance by the Bank with any request or directive regarding capital adequacy (whether or not. 14 having the force of law) of any such authority, central bank or comparable agency, has or would have 15 the effect of reducing the rate of return on the Bank's capital, on this credit facility or otherwise, as a 16 consequence of its obligations hereunder and under the Series 2006 Bonds to a.level below that : 17 which the Bank could have achieved but for such adoption, change or compliance (taking into 18 consideration the Bank's policies with respect to capital adequacy) .by an amount deemed by the 19 Bank to. be material, then from' time to time, promptly upon demand by the Bank, the SMCRA 20. hereby agrees to pay the Bank such additional amount or amounts as will compensate the Bank for 21 such reduction, provided that following such notice and demand by the Bank, SMCRA may elect to 22 prepay the Series 2006 Bonds, subject to any applicable Prepayment Premium. A certificate of the 23 Bank claiming compensation under this subsection and setting forth. the additional amount or 24 amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any 25 such amount, the Bank may use any reasonable averaging and attribution methods. 26 27 In the event an Event of Default occurs under the Loan Agreement or as set forth in.this 28, Resolution, or if SMCRA should fail to make any of the payments required under the Series 2006 29 Bonds, the amount so in default shall continue as an obligation of the SMCRA until fully paid and 30 until paid shall bear interest at the greater of the interest rate contained in Section 3(b) plus 3 %, or 31 the maximum amount permitted by law (the "Default Rate"). 32 33 (c) Prepayment Provisions. The Series 2006 Bonds may be prepaid in whole or in part at 34 any time at the prepayment of par plus the applicable premiums shown below, during the term 35 of Series 2006 Bonds, provided any such prepayment shall be applied in the inverse order of .36 scheduled maturities. Any such prepayment must be accompanied by a prepayment premium equal 37 to the following percentages of the 'outstanding principal' balance prepaid (the "Prepayment 38 Premium"): 39 (i) If prepayment is made in the first year following the date of issuance, 40 five percent (5 0/6); 41 (ii) If prepayment is made in the second year following the date of 42 issuance, four percent (4 0/6); . 43 (iii) If prepayment is made in the third year following the date of issuance, 44 three percent (3 %); (M1473643_ ) 3 1 (iv) If prepayment is made : in the fourth .year following the date of 2 issuance, two percent (2 %); 3 (v) If prepayment is made in the fifth year following the date of issuance, 4 one percent (1 %). .5 (vi) If prepayment is made in the sixth year following the date of issuance 6 and thereafter, no prepayment premium is due. 7 8 SECTION 4. EXECUTION OF SERIES 2006 BONDS. The Series 2006 Bonds shall be 9 signed in the name of the SMCRA by the Chairperson of the SMCRA (or, in his/her absence, any 10 other member of the SMCRA Board) and the SMCRA Clerk. The signatures ofthe Chairperson (or, .11 in his absence, any other member of the SMCRA Board) and SMCRA Clerk on the Series 2006 12 Bonds may be manual or facsimile signatures, provided that the signature of one of such officers 13 shall be a manual signature. In case any one or more of the officers who shall have signed or sealed 14 any of the Series 2006 Bonds shall cease to be such officer of the SMCRA before. the Series 2006 15 Bonds so signed and sealed shall have been actually sold and delivered, such Series 2006 Bonds may 16 nevertheless be sold and delivered as herein provided and may be issued as if the person who signed 17 and sealed such Series 2006 Bonds had not ceased to hold such office. -Any Series 2006 Bonds may 18 be signed and sealed on behalf of the SMCRA by such person as at the actual time of the execution 19 of such Series 2006.Bonds.shallhold the proper office, although at the.date of such Series 2006 20 Bonds such person may not have held such office or may not have been so authorized. 21 . 22 SECTION 5. NEGOTIABILITY, REGISTRATION AND CANCELLATION. The Bank 23 shall serve as Registrar and as such shall keep books for the registration of Series 2006 Bonds and 24 for the registration of transfers of Series 2006 Bonds. Series 2006 Bonds may be transferred or 25 exchanged upon the registration books kept by. the Bank, upon delivery to the Bank, together with 2 6 written instructions as to the details of the transfer or exchange, of such Series 2006 Bonds in form 27 satisfactory 'to the Bank and with guaranty of signatures satisfactory to the Bank, along with the 28 social security number or federal employer identification number of any transferee and, if. the 2 9 transferee is a trust, the name and social security or federal tax.identification numbers of the settlor 30 and beneficiaries of the trust, the date. of the trust and the.name of the trustee. Series 2006 Bonds 31 may be exchanged for one or more Series 2006 Bonds of the same aggregate principal amount and '32 maturity and in denominations in integral multiples of $100,000 (except that an odd lot is permitted 33 to complete the outstanding principal balance). No transfer .or exchange of any Bond shall be .3 .4 effective until entered on the registration books maintained by the Bank. 35 ...36 The SMCRA may deem and treat the person in whose name any Bond shall be registered 37 upon the books kept by the SMCRA as the absolute Owner of such Bond, whether such Bond shall 38 be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and 39 interest on such Bond as they become due and for all other purposes. All such payments so made to 40 any such Owner or upon his order shall be valid and effectual, to satisfy and discharge the liability 41 upon such Bond to the extent of the sum or sums so paid. .42' 43 Iri all cases in which Series 2006 Bonds are transferred or exchanged in accordance with this 44 Section, the SMCRA shall execute and deliver Series 2006 Bonds in accordance with the provisions (M14736433) 4 1 of this Resolution. All Series 2006 Bonds surrendered in any such exchanges or transfers shall 2 ' forthwith be cancelled by the SMCRA. There shall be no charge for any such exchange or transfer of 3 . Series 2006 Bonds, but the SMCRA may require the payment of a sum sufficient to.pay anytax, fee 4 or other governmental charge required to be paid with respect to such exchange or transfer. The . 5 SMCRA shall not be required to transfer or exchange Series 2006 Bonds for a period of 15 days next 6 preceding an Interest Payment Date on such Series 2006 Bonds. 7 8 All. Series 2006 Bonds, the principal and interest of which has been fully paid, either at or 9 prior to maturity, shall be delivered to the SMCRA when such payment is made, and shall thereupon 10 be cancelled. . 11 12 In case a portion but not all of an outstanding Series 2006 Bond shall be prepaid; such Series.. 13 2006 Bond shall not be surrendered in exchange for a new Series 2006 Bond, but the SMCRA shall .14 make a notation indicating the remaining outstanding principal of the Series 2006 Bonds upon the 15 registration books. The Series 2006 Bond so redesignated_ shall have the remaining principal as , 16 provided on such registration books and shall be deemed to have been issued in the denomination of 17 the outstanding principal balance, which shall be an authorized denomination. 18 19 SECTION 6. SERIES 2006 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. 20 In case any Series 2006 Bond shall become mutilated or be destroyed, stolen or lost, the SMCRA 21 may in its discretion issue and deliver a new Series 2006 Bond of like tenor as the Series 2006 Bond 22 so mutilated, destroyed, stolen or lost, in the case of a mutilated Series 2006 Bond, in exchange and 23 substitution for such mutilated Series 2006 Bond upon surrender of such mutilated Series 2006 Bond 24 or in the case of a destroyed, stolen or lost Series 2006 Bond in lieu of and substitution for the Series 25 2006 Bond destroyed, stolen or lost, upon the Owner furnishing the SMCRA proof of his ownership 26 thereof, satisfactory proof of loss or destruction thereof and satisfactory indemnity, complying with 27 such other reasonable regulations and conditions as the SMCRA may prescribe and paying such 28 expenses as the SMCRA may incur. The SMCRA shall cancel all. mutilated Series 2006 Bonds that . 29 are surrendered. If any mutilated, destroyed, lost or stolen Series 2006 Bond shall have matured or be 30 about to mature, instead of issuing a substitute Series 2006. Bond, the SMCRA may pay the principal 31 of and interest on such Series 2006 Bond upon the Owner complying with the requirements of this 32 paragraph. .33 34 Any such duplicate Series 2006 Bonds issued pursuant to this section shall constitute 35 original, additional contractual obligations of the SMCRA whether or not the lost, stolen or .36 . destroyed Series 2006 Bonds be at anytime found byanyone, and such duplicate Series 2006 Bonds 37 shall be entitled to equal and proportionate benefits and rights as to lien on and source. and security 38 for payment from the. funds, as hereinafter pledged, to the extent as all other Series 2006 Bonds 3 9 issued hereunder. 40 41 SECTION 7. FORM OF SERIES 2006 BONDS. The text of the Series 2006 Bonds shall be 42 of substantially the tenor set forth in Exhibit "A" hereto,.with such omissions; insertions and 43 variations as may be necessary and desirable and authorized or permitted by this Resolution. 4.4 (M14736433) 1 SECTION 8. COVENANT TO BUDGET AND APPROPRIATE. The SMCRA hereby ''2. covenants and agrees.to appropriate in its annual budget, by amendment, if necessary; from the 3 revenues of the SMCRA, which are legally available for the general lawful purposes of the SMCRA. 4 all revenues lawfully available in each fiscal year,' including the South. Miami Community 5 Redevelopment and Revitalization Trust Fund described in the Interlocal Agreement (the "Fund'); 6 . ; amounts sufficient to pay the principal and interest due on the Series 2006 Bonds in accordance with . 7 their:terms during such fiscal year. ' Such covenant and agreement on the part of the SMCRA to 8 budget and appropriate such amounts of revenues shall be cumulative to the extent not paid, and 9 shall continue until such revenues or other legally available funds in amounts sufficient to make all 10 such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding 1.1 the foregoing covenant of the SMCRA; the SMCRA does not covenant to maintain any services or 12 programs, now provided or maintained by the SMCRA, which generate revenues. 13 14 SECTION 9. PLEDGE: SMCRA's obligations will be secured by a pledge of the gross tax . .15 incremental ,revenues.. "Tax Incremental Revenue" means the amount of "Increment Revenue" 16 described in Section 163.340(22) Florida Statutes and calculated pursuant to Section 163.387 Florida 17 Statutes with respect to the SMCRA. 18 19 SECTION 10.. INTENTIONALLY DELETED. 20 21 SECTION 11. APPLICATION OF BOND PROCEEDS. The proceeds of the Series 2006. 22 Bonds shall be disbursed by the .Bank by depositing the entire amount of the Bond proceeds in 23 SMCRA's account. SMCRA shall be obligated to apply. the proceeds of the Series 2006 Bonds 24 solely for financing costs of the Project. However, the SMCRA shall be irrevocably obligated to 25 continue to pay the principal of and interest on the Series 2006 Bonds notwithstanding any failure of .26 the SMCRA to use. and apply such Bond proceeds in the manner provided herein. .27 .28- SECTION 12. FUNDS. Each of the funds and accounts herein established and created shall 29 constitute trust funds for the purposes provided herein for such funds and accounts respectively: The 30 money in such funds and accounts, shall be continuously secured in the same manner as deposits of 31 SMCRA funds are authorized to be secured by the laws of the State of Florida. Except as otherwise. 32 provided herein, earnings on any investments in any amounts on any of the funds and accounts 33 herein established and created shall be credited to such respective fund or account. 34 35 The designation and establishment of the funds and accounts in and by this Bond Resolution 36 shall not be construed to require the establishment of any completely independent, self - balancing 37 funds, as such term is commonly defined and used in governmental accounting, but rather is intended 38 solely to constitute an earmarking of certain revenues and assets of the SMCRA for the purposes 39 herein provided and to establish certain priorities for application of such revenues and assets. 4.0 41 SECTION 13. SPECIAL COVENANTS. 42 43 (a) The SMCRA shall, within two hundred ten (210) days of the end of each fiscal year 44 of the SMCRA, deliver to the .Owners a copy of the annual audited financial (M1473643_3} .. 6 1 statements of the SMCRA. Within thirty (3 0) days of its final adoption, the SMCRA 2 shall deliver to the:Owners a copy of the operating budget for each upcoming fiscal 3 year of the SMCRA: The SMCRA shall deliver any amendments to its approved 4 investment policy to the Bank. The SMCRA shall 'comply with all SMCRA, County, 5 State, and Federal reporting requirements and shall deliver copies of the filed reports 6 to the Bank within a reasonable time. 7 8 (b) Except for the additional parity bonds described in the Loan Agreement, the SMCRA 9 hereby covenants that, so long as the Series 2006 Bonds are outstanding, (i) it shall 10 not issue any Debt that is senior to the Series 2006 Bonds, and (ii) it shall not issue .11 additional Debt (other than the Series 2006A Bonds or any bonds issued to refund the 12 Series 2006A Bonds) secured in the.same manner as the Series 2006 Bonds (as 13 specified in Section 8 hereof). 14 15 (c) Debt Service Coverage Ratio. SMCRA shall at all times during the term of the Loan 16 maintain a Debt Service Coverage Ratio, of not less than 1.00 to 1.00 as determined 17 by the Bank measured annually. "Debt Service Coverage Ratio". means for each 18 Fiscal Year, . the ratio that SMCRA 's ` annual earnings before interest, taxes, 19 depreciation, and amortization (EBITDA) bears to its annual debt service (both 2 0 interest and principal payments) on all Debt of SMCRA. 21 22 (d) As used in this Section 13, the. following terms.shall have the meaning ascribed to 23 them in this subsection: 24: 25 (i) "Debt" shall mean any obligation of the SMCRA to repay borrowed money 2 6 however evidenced. 27 . .. 29 (ii) "Debt Service" shall include, without limitation thereto, scheduled interest 30 payments, repayments of principal and all financial fees arising from Debt or 31 from the underlying contractual obligations, whether as originally incurred or 32 subsequently deferred or otherwise renegotiated. For Debt bearing interest at 33 a variable rate; the rate used in determining the amount of Debt Service in a 34 fiscal year is the average rate for the preceding year or, if the Debt was not 35 outstanding in the preceding year, the current rate, or, for the proposed Debt, 36 the proposed initial variable rate. 37 38 .39 SECTION 14. COVENANTS BINDING ON SMCRA AND SUCCESSOR. All covenants, 40 stipulations, obligations and agreements of the , SMCRA contained in this Resolution constitute a 41 contract between the SMCRA and the Owners of the Series 2006 Bonds and shall be deemed to be 42 covenants, stipulations, obligations and agreements of the SMCRA to thefull extent authorized or 43 permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding 44 upon the successor or successors thereof from time to time and upon, the officer, board, body or (M14736433) 7 1 2 3' 4 5 6 7 8 commission '.to whom or to which any power or duty affecting such covenants; stipulations., obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the SMCRA or upon the SMCRA by the provisions of this Resolution shall be exercised or performed by the SMCRA or by such officers,' board, body or commission as may required by law to exercise such powers or to perform such duties. 9 No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a 10 covenant, stipulation, obligation or agreement of any.present or future member of the SMCRA or 11 officer, agent or employee of the SMCRA in his or her individual capacity, and neither the members 12 of the SMCRA nor any officer, agent or employee of the SMCRA executing the Series 2006 Bonds 13 shall be ,liable personally on the .Series 2006 Bonds or be. subject to any personal .liability or 14 accountability by reason of the issuance thereof. 15 16 SECTION 15. EVENTS OF DEFAULT. Each of the following events is hereby declared an 17 "event of default 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' 43. 44 (a) payment of the principal of or amortization installments of any of the Series 2006 Bonds shall not be made when the same shall become due and payable; or (b) payment of any installment of interest on any of the Series 2006 Bonds shall not be made when the same shall become due and payable; or (c) the SMCRA shall incur additional Debt in violation of the covenant in Section 13(b) of this Resolution; or (d) . the SMCRA shall default in the due and punctual performance of any covenant, condition, agreement or.provision contained in the Series 2006 Bonds, the Loan Agreement or in this Resolution (except for a default described in subsection (a), (b) or (c) of this Section) on the part of the SMCRA to be performed, and such default shall continue for ten (10) days after written notice specifying such default and requiring same to be remedied shall have been given to the SMCRA by any Owner of any Bond. (e) dissolution or liquidation of the SMCRA, or the filing by the SMCRA of a voluntary petition in bankruptcy, or the commission by the SMCRA of any act of bankruptcy, or adjudication of the SMCRA as bankrupt, or assignment by the SMCRA for the 'benefit of its creditors, or appointment of a receiver for the SMCRA, or the entry by the SMCRA into an agreement with its creditors for the readjustment of debt, or the approval by a court of competent jurisdiction of a petition applicable to the SMCRA in any proceeding for its reorganization instituted under the provisions of the federal Bankruptcy Act, as amended, or under similar act in any jurisdiction which may not be in effect or hereafter enacted. . {M1473643 3} 8 1 2 SECTION 16. REMEDIES: RIGHTS OF OWNERS. Upon the occurrence and continuance 3 . of any event of default specified in Section 15 hereof, (a) the Owners of the Series 2006 Bonds may, 4 by notice to the SMCRA, declare the principal amount of the Series 2006 Bond then outstanding to 5 be immediately due and payable, and upon such declaration the said principal, together with interest 6 accrued thereon, and all amounts due hereunder shall become due and payable immediately with 7 interest thereon at the Default Rate from the date of such acceleration until paid (both before and 8 after judgment), and (b) the Owners of the Series 2006 Bonds may exercise any right, remedy or 9 privilege..which may be available to. it under applicable laws of the State of Florida or any other 10 applicable law or proceed by appropriate court action, writ of mandamus or other:proceedings in any 11 court to enforce the terms of the Loan Agreement, or to recover damages for the breach of the Loan 12 Agreement or to rescind the Loan Agreement. 13 i 14 No delay or omission to exercise any right or power accruing upon any default or event of 15 default shall impair any such right or power or shall be construed to be waiver of any such default or 16 event of default or acquiescence therein; and every such right and power may be exercised from time 17 to time and as often as may be deemed expedient. No waiver of any event of default hereunder shall 18 extend to or shall affect any subsequent event of default or. shall impair any rights or remedies 19 consequent thereon. 20 21 The SMCRA agrees, to the extent permitted by law, to indemnify the Bank and its directors, 22 officers, employees and agents from and against any losses, claims, damages, liabilities and expenses 23 (including, without limitation; counsel fees and expenses) which may be incurred in connection with 24 enforcement of the provisions of this Resolution and the Series 2006 Bonds. 25 26 SECTION 17. DEFEASANCE. .27 28 (a) The covenants, liens and pledges entered into; created or imposed pursuant to this 29 Resolution may be fully discharged and satisfied with respect to the Series 2006 30 Bonds in any one or more of the following ways. 31 32 (i) by paying the principal of, prepayment premium, if any, and interest on the 33 Series 2006 Bonds when the same shall become due and payable; 'or 34 3 5 (ii) by depositing with an escrow agent certain moneys irrevocably pledged to the 36 payment of the Series 2006 Bonds, which together with other moneys 37 lawfully available therefor, if any, shall be sufficient at the time of such 38 deposit with the escrow agent to pay when due the principal, prepayment 39 premium, if any, and interest due and to become due on' said Series 2006 40 Bonds on or prior to the prepayment date or maturity date thereof, or 41 42 (iii) by depositing with an escrow agent moneys irrevocably pledged to the 4 3 payment of the Series 2006 Bonds, which together with other moneys 4 4 lawfully available therefor, when invested by the escrow agent in direct (M1473643_3) 9 {M1473643_3} 10 1 obligations of the United States of America which shall not be subject to .2 redemption prior to their maturity other than at the option of the. holder thereof, ' will provide moneys which shall be sufficient (as evidenced by a .31 .4 verification report of an independent certified public accountant or firm of 5 accountants) to pay when due the principal, prepayment premium, if any, and 6 interest due and to become due on said Series 2006 Bonds on or prior to the 7 prepayment date or maturity date thereof. 8 9 Upon such payment or deposit with an escrow agent in the amount and manner provided in 10 this Section 17, the Series 2006 Bonds shall be deemed to be paid and shall no longer be deemed to 11 be Outstanding for the purposes of this Resolution and the covenants of the SMCRA hereunder and 12 all liability•of the SMCRA with respect to said Series 2006 Bonds shall cease, terminate and be 13 completely discharged and extinguished and the holders thereof shall be entitled to. payment solely 14 out of the moneys or securities so deposited with the escrow agent; provided, however, that (i) if any 15 Series 2006 Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof 16 shall have been dulyy given in accordance with the provisions of Section 3 hereof and (ii) in the event 17 that any Series 2006 Bonds are, not by their terms subject to redemption with the next succeeding 18 sixty (60).days following a deposit of moneys with the escrow agent in accordance.with this Section, 19 the SMCRA shall have given the escrow agent in form satisfactory to it irrevocable instructions to 20 mail to the Owners of such Series 2006 Bonds at their addresses as they appear on the registration 21. books of the SMCRA, a notice stating that a deposit in accordance with this Section has been made 22 with the escrow, agent and that the Series 2006 Bonds are deemed to have been paid in accordance 23 with this Section and stating such maturity or redemption date upon which moneys are to be 24 available for the payment of the principal of, prepayment premium, if any, and interest on said Series 25 2006 Bonds. 26 27 (b) Notwithstanding the foregoing, all references to the discharge and satisfaction of 28 Series 2006 Bonds, shall include the discharge and satisfaction of any portion of the. 29 Series 2006 Bonds. 30 31 (c) If any portion of the moneys deposited with an escrow agent for the payment of the 32 principal of, redemption. premium, if any, and interest on any portion of the Series 33 2006 Bonds is not required for such purpose, the escrow agent shall transfer to the. 34 SMCRA the amount of such excess. and the SMCRA may use the amount of such 35 excess free and clear of any trust, lien, security interest, pledge or assignment 36 securing said Series 2006 Bonds or otherwise existing under this Resolution. 37 38 SECTION 18. SALE OF SERIES 2006 BONDS. Based upon the uncertainty of the interest 39 rate environment. if sale of the Series 2006 Bonds is delayed, the SMCRA hereby determines the .40 necessity for a negotiated sale of the Series 2006 Bonds. The SMCRA has been provided `all 41 applicable disclosure information required by Section 218.385, Florida Statutes. The negotiated sale 42 of the Series 2006 Bonds is hereby approved to the Bank at a purchase price of $2,730,000. 43 44 . SECTION 19.• AUTHORITY OF OFFICERS. The Chairperson of the SMCRA, any member {M1473643_3} 10 1 of the Board, the SMCRA Clerk, and any other proper official of the SMCRA, are and each of them 2 is hereby authorized and directed to execute and deliver any and all documents and instruments and 3 to do and cause to be done. any and all acts' and things necessary or proper for carrying, out the 4 transaction contemplated by this Resolution and the other documents identified herein. 5. 6 'SECTION 20. SEVERABILITY. In case any one or more of the provisions of this 7 Resolution or of any Series 2006 Bonds issued hereunder shall for any. reason be held to be illegal or. 8 invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the 9 Series 2006 Bonds, but this Resolution and the Series 2006 Bonds shall be construed and enforced as 10 if such illegal or invalid provision had not been contained therein. The Series 2006 Bonds are issued 11 and this Resolution is adopted with the intent that the laws of the State shall govern their 12 construction. 13 :14 SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In 15 any case where the date of maturity of interest on or principal of the Series 2006 Bonds shall not be a 16 Business Day, then payment of such interest or principal need not be made by the SMCRA on such 17 date but may be made on the next succeeding Business Day, but interest' shall accrue from the due 18 : date to the date of actual payment. 19 20 SECTION 22. OPEN MEETING FINDINGS. It is hereby found and determined that all 21 official acts of the SMCRA concerning and relating to the adoption of this Resolution and all prior 22 resolutions affecting the SMCRA's ability to issue the' Series 2006 Bonds were taken in an open 23. meeting of the SMCRA and than all deliberations 'of the SMCRA or. any of its committees that 24 resulted in such official acts were in meetings open to the public, in compliance with all legal 25 requirements, including Section 286.011, Florida Statutes. 26 27 SECTION 23. REPEALING CLAUSE: All resolutions or orders and parts thereof in conflict 28 herewith, to the extent of such conflicts, are hereby superseded and repealed. 29 30 SECTION 24. EFFECTIVE DATE. This Resolution shall take effect immediately upon its 31 passage and adoption. .32 33 34 [Remainder of this page intentionally left blank] (M14736433) to clJ14- N Ts No. R -1 UNITED STATES OF AMERICA STATE OF FLORIDA SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY REDEVELOPMENT REVENUE BONDS ' SERIES 2006 . . Registered Owner: Regions Bank Principal Amount: $2,730,000 KNOW ALL MEN BY THESE PRESENTS, that the South Miami. Community Redevelopment Agency, a Florida a public body corporate and politic(the "SMCRA "), for value received, hereby promises to pay to the Registered Owner shown above, or registered assigns (the "Bank "), from the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of prior prepayment and redemption described in this Series 2006 Bond, this Series 2006 Bond shall mature in accordance with the amortization schedule attached as Schedule 1, with a final maturity on May 1, 2020. Payments due hereunder shall be made no later than 2:00 p.m. on the. date due, free and clear of any defenses, set -offs, counterclaims, or withholding or deductions for taxes. This Series 2006 Bond is issued under authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Part III of Chapter 163, Florida Statutes, as amended, the Interlocal Cooperation Agreement between Miami -Dade County, Florida (the "County "), and the. SMCRA (the "Interlocal Agreement ") Resolution No. R- 931 -06 of the County authorizing.redevelopment revenue bonds (the "County Resolution") pursuant to Section 163.385 Florida Statutes, and Resolution of the SMCRA (the "Bond Resolution "), and is subject to the terms of said Bond Resolution. This Bond is issued for the purpose of financing the acquisition of various properties located within the boundaries of the South Miami Redevelopment Area (as defined in the Interlocal Agreement) and finance community redevelopment costs associated with the Madison. Square Development, legal and, other costs related thereto, and paying costs of issuance of the Series 2006 Bonds. This Series 2006 Bond shall be payable only from the sources identified herein. Subject to adjustment as provided below, this Series 2006 Bond shall bear interest on the outstanding principal balance from its date of issuance at .a fixed taxable rate of interest per annum equal to 5.99% (the "Fixed Interest Rate "). Interest shall be payable quarterly on the first day of each February, May, ,August' and November (the "Interest Payment Dates ") beginning February 1, 2007 as set forth on the Amortization Schedule attached as Schedule 1. "Business Day" means any day other than Saturday, Sunday, or other day on which the Bank is lawfully closed. Interest on this Series 2006 Bond shall be computed on the basis of a 360 -day year based on twelve 30-day -months. . Adjustment of Interest Rate Upon an Event of Default. - In the event an "Event of Default" occurs under the Loan Agreement or as set forth in the Bond Resolution, or if SMCRA should fail to make any of the payments required under the Series 2006 Bonds, the amount so in default shall continue as an obligation of the SMCRA until fully paid and until paid shall bear interest at the greater of the Fixed Interest Rate plus 3 %, or the maximum amount permitted by law (the "Default Rate "). The principal of and interest on this Series 2006 Bond are payable in lawful money of the United States of America by wire transfer or by certified check delivered on or prior to the date due to the registered Owner or its legal representative at the address of the Owner as it appears on the registration books of the SMCRA. (c) The Series 2006 Bonds may be prepaid in whole or in part at any time at the prepayment of par plus the applicable premiums shown below, during the term of Series 2006 Bonds, provided any such prepayment shall be applied in the inverse order of scheduled maturities. Any such prepayment must be accompanied by a prepayment premium equal to the following percentages of the outstanding principal balance prepaid (the "Prepayment Premium "): (i) If prepayment is made in the first year following the date of issuance, five percent (5 %); (ii) If prepayment is made in the second year following the date of issuance, four percent (4 %); (iii) If prepayment is made in the third year following the date of issuance, three percent (3 %); (iv) If prepayment is made in the fourth year following the date of issuance, two percent (2 0/o); (v) If prepayment is made in the fifth year following the date of issuance, one percent (1 %); (vi) If prepayment is made in the sixth year following the date -of issuance and thereafter, no prepayment premium is due. The SMCRA has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from the revenues of the SMCRA, which are legally available for the general lawful purposes of the SMCRA all revenues of SMCRA lawfully available in each fiscal year, including the South Miami Community Redevelopment and Revitalization Trust Fund described in the Interlocal Agreement (the "Fund "), amounts sufficient to pay the principal and interest due on the Series 2006 Bonds in accordance with their terms during such fiscal year. "revenues" means all revenues of the SMCRA derived from any source which are legally available to make the payments required under the Bond Resolution. SMCRA's obligations will be secured by a pledge of the gross tax incremental revenues. "Tax Incremental Revenue" means the.. amount of "Increment 'Revenue" described in Section 163.340(22) Florida Statutes and calculated. pursuant to Section 163.387 Florida Statutes with respect to the SMCRA. THIS SERIES 2006 BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE SMCRA OR A PLEDGE OF THE FAITH AND CREDIT OF THE SMCRA, BUT SHALL BE PAYABLE FROM LEGALLY AVAILABLE REVENUES OF THE SMCRA. THE ISSUANCE OF THIS SERIES 2006. BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE SMCRA TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS SERIES 2006 BOND CONSTITUTE A CHARGE; LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE SMCRA, EXCEPT FOR THE TAX INCREMENTAL REVENUE AND THE HOLDER OF THIS SERIES 2006 BOND . SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The,. original'registered Owner, and each. successive registered Owner of this Series 2006 Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The SMCRA shall. keep books for the registration of Series 2006 Bonds and for the registration of transfers of Series 2006 Bonds as provided in the Resolution. Series 2006 Bonds may be transferred or exchanged upon the registration books kept by the SMCRA, upon delivery to the SMCRA, together with written instructions as to the details of the transfer or exchange, of such Series 2006 Bonds in form satisfactory to the SMCRA and with guaranty of signatures satisfactory to the SMCRA, along..with the social security number or federal employer identification number of any transferee and, if the transferee is a trust, the name and social security or federal tax identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name'of the trustee. The. Series 2006 Bonds may be exchanged for Series 2006 Bonds. of the . same principal amount and maturity and denominations in integral multiples of $100,000 (except that an odd lot is permitted to complete the outstanding principal balance). No transfer or "exchange of any Series 2006 Bond shall be effective,until entered on.the registration books maintained by the SMCRA. 2. The SMCRA may deem and treat the person. in whose name any Series 2006 Bond shall be registered upon the, books of the SMCRA as the absolute Owner of such Series 2006 Bond, whether such Series 2006 Bond shall be overdue or not, for the purpose of. receiving payment of, or on account of, the principal of and interest on such Series 2006 Bond as they become due, and for'all other purposes. All such payments so made to any 'such Owner or upon his order 3 shall be valid and effectual to satisfy and. discharge the liability upon such Series 2006 Bond to the extent of the sum or, sums so paid. 3. In all cases in which the privilege of exchanging Series 2006 Bonds or transferring Series 2006 Bonds is exercised, the SMCRA shall execute and deliver Series 2006 Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Series 2006 Bonds, but the SMCRA may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. The SMCRA shall not be required to tran sfer or exchange Series 2006 Bonds for a period of fifteen (15) days next preceding an interest payment date on such Series 2006 Bonds. 4. All Series 2006 Bonds, the principal and interest of which has been paid, either at or prior to maturity, shall be delivered to the SMCRA when such payment is made, and shall thereupon be cancelled. In case part, but not all of an outstanding Series 2006 Bond shall be prepaid, such Series 2006 Bond shall not be surrendered in exchange for a new Series 2006 Bond. It is hereby certified and recited that all acts, conditions and things required to happen, to exist and to be performed precedent to and for the issuance of this Series 2006 Bond have happened, do exist and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Florida applicable thereto. IN WITNESS WHEREOF, the SMCRA has caused this Series 2006 Bond to be executed by the manual or facsimile signature of its Chairperson and of the SMCRA Clerk, and the Seal of the SMCRA; Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, all as of the _ day of November, 2006. Chairperson South Miami Community Redevelopment Agency, a. Florida a public body corporate and politic By: (SEAL) 4 Clerk ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor "), hereby sells, assigns and transfers unto (Please insert name and Social Security or Federal Employer identification number of assignee) the within Series 2006 Bond and all rights thereunder, and hereby irrevocably, constitutes' and appoints (the "Transferee ") as attorney to register the transfer of the within Series 2006 Bond on the books kept for registration thereof, with full power of substitution in the premises. Date Social Security Number of Assignee Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company NOTICE: No transfer will be registered and no new Series 2006 Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Series 2006 Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. The following abbreviations, when used in the inscription on the face of the within Series 2006 Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UNIF GIF MIN ACT - , (Cust.) Custodian for , (Minor) TEN ENT - as tenants b : under Uniform Gifts to Minors ' the entirety . Act of (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above . 5 Schedule "1" Amortization Schedule oBOCA:126592 v2a Amortization Schedule Borrower: 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:. 11/15/06 ,Assumed Year for Calculating Per Diem:: 360.00 Days Days in Year for Calculating Payment: 365.00 Days Quarterly Payment (P &q: $74,443.32 Annual Sum of Payments: $297,773.28 Payment Payment Elapsed Beginning Payment Interest' Principal Ending Number Due Date Days Balance Amount Accrued Due Balance 1.00 01- Feb-07 78.00 2,730,000.00 74,443.32' 35,430.85 39,012.47 2,690,987.53 2.00 01- May -07 89.00 2,690,987.53. 74,443.32 39,849.79 34,593.53. 2,656,394.00 3.00 01- Aug -07 92.00 2,656,394.00 74,443.32 40,663.49 33,779.83 2,622,614.17 4.00 01- Nov -07 92.00 2,622,614.17 74,443.32 40,146.39 34,296.93 2,588,317.24 5.00 01- Feb -08 92.00 2,588,317.24 74,443.32 39,621.39 34,821.93 2,553,495.31 6.00 01- May -08 90.00 2,553,495.31 74,443.32 38,238.59 36,204.73 2,517,290.58 7.00 01- Aug -08 92.00 2,517,290.58 74,443.32 38,534.12 35,909.20 2,481,381.38 8.00 01- Nov -08 92.00 2,481,381.38 74,443.32 37,984.43 36,458.89 2,444,922.50 9.00 01- Feb-09 92.00 2,444,922.50 .74,443.32 37,426.33 37,016,99 2,407,905.51 10.00 01- May -09 89.00 2,407,905.51 74,443.32 35,657.74 38,785.58 2,369,119.93 11.00 01- Aug -09 92.00 2,369,119.93 74,443.32 36,265.96 38,177.36 2,330,942.57 12.00 01- Nov -09 92.00 2,330,942.57 74,443.32 35,681.55 38,761.77 2,292,180.80 13.00 01- Feb-10 92.00 2,292,180.80 74,443.32 35,088.19 39,355.13 2,252,825.67 14.00 01- May -10 89.00 2,252,825.67 74,443.32 33,361.22 41,082.10 2,211,743.57 15.00 01- Aug -10 92.00 2,211,743.57 74,443.32 33,856.88 40,586.44 2,171,157.13 16.00 01- Nov -10 92.00 2,171,157.13 74,443.32 33,235.59 41,207.73 2,129,949.40 17.00 01- Feb-11 92.00 2,129,949.40 74,443.32 32,604.79 41,838.53 2,088,110.87 18.00 01- May -11 89.00 2,088,110.87 74,443.32 30,922.02 43,521.30 2,044,589.57 19.00 01- Aug -11 92.00 2,044,589.57 74,443.32 31,298.12 43,145.20 2,001,444.38 20.00 01- Nov -11 92.00 2,001,444.38 74,443.32 30,637.67. 43,805.65 1,957,638.72 21.00 01- Feb-12 92,00 1,957,638.72 74,443.32 29,967.10 44,476.22 1,913,162.50 22.00 01- May -12 90.00 1,913,162.50 74,443.32 28,649.61 45,793.71 1,867,368.79 23.00 01- Aug -12 92.00 1,867,368.79 74,443.32 28,585.27 , 45,858.05 1,821,510.74 24.00 01- Nov -12 92.00 1,821,510.74 74,443.32 27,883.28 46,560.04 1,774,950.70 25.00 01- Feb-13 92.00 1,774,950.70 74,443.32 27,170.55 47,272.77 1,727,677.93 26.00 01- May -13 89.00 1,727,677.93 74,443.32 25,584.51 48,858.81 1,678,819.12 27.00 01- Aug -13 92.00 1,678,819.12 74,443.32 25,698.99 48,744.33 1,630,074.79 28.00 01- Nov -13 92.00 1,630,074.79 74,443.32 24,952.82. 49,490.50• 1,580,584.29 29.00 01- Feb-14 92.00 1,580,584.29 74,443.32 24,195.23 50,248.09 1,530,336.21 30.00 01- May -14 89.00 1,530,336.21 74,443.32 22,662.15 51,781.17 1,478,555.04 31.00 01- Aug -14 92.00 1,478,555.04 74,443.32 22,633.39 51,809.93 1,426,745.11. 32.00 01- Nov -14 92.00 1,426,745.11 74,443.32 21,640.30 52,603.02 1,374,142.09 33.00 01- Feb-15 92.00 1,374,142.09 74,443.32 21,035.06 53,408.26 1,320,733.83 34.00 01- May -15 89.00 1,320,733.83 74,443.32 19,558.23 54,885,09 1,265,848.74 35.00 01- Aug -15 92.00 1,265,848.74 74,443.32 19,377.33 55,065,99 1,210,782.76 36.00 01- Nov -15 92.00 1,210,782.76 74,443.32 18,534.39 55,908.93 1,154,873.83 37.00 .01- Feb-16 92.00 1,154,873.83 74,443.32 17,678.55 56,764.77 1,098,109.06 38.00 01- May -16 90.00 1,098,109.06 74,443.32 16,444.18 57,999.14 1,040,109.92 39.00 01- Aug -16 92.00 1,040,109.92 74,443.32 15,921.77. 58,521.55 981,588.38 40.00 01- Nov -16 92.00 981,588.38 74,443.32 15,025.94 59,417.38 922,170.99 41.00 01- Feb-17 92.00 922,170.99 74,443.32 14,116.39 .60,326.93 861,844.06 42.00 01- May -17 89.00 861,844.06 74,443.32 12,762.71 61,680.61 800,163.45 43.00 . 01- Aug -17 92.00 800,163.45 74,443.32 12,248.72 62,194.60 737,968.86 44.00 01- Nov -17 92.00 737,968.86 74,443.32 11,296.66' 63,146.66 674,822.20 45.00 01- Feb-18 92.00 674,822.20. 74,443.32 10,330.03 64,113.29 610,708.91 46.00 01- May -18 89.00 610,708.91 74,443.32 9,043.75 65,399.57 545,309.34 47.00 01- Aug -18 92.00 545,309.34 74,443.32 8,347.47 66,095.85 479,213.50 48.00 01- Nov -18 92.00 479,213.50 74,443.32 7,335.69 67,107,63 412,105.87 .49.00 01- Feb-19 92.00 412,105.87 74,443.32 6,308.43 68,134.89 343,970.97 50.00 01- May -19 89.00 343,970.97 74,443.32 5,093.73 69,349.59 274,621.39 51.00 01- Aug -19 92.00 274,621.39 74,443.32 4,203.84 70,239.48 204,381.91 52.00 01- Nov -19 92.00 204,381.91 74,443.32 3,128.63 71,314.69 133,067.22 53.00 01- Feb-20 92.00 133,067.22 74,443.32 2,036.96 72,406.36 60,660.87 54.00 01- May -20 90.00 60,660.87 61,569.26 908.40 60,660.87 0.00 Total Loan Payments: 4,007,065.22 Total Interest Paid: 1 ,277,065.22 Total Principal Repaid: 2,730,000.00 BOND PURCHASE AND LOAN AGREEMENT THIS BOND PURCHASE AND LOAN AGREEMENT (the "Agreement'') is.made as, of the day of November, 2006, by and between REGIONS BANK, whose address is 2800 Ponce de Leon Boulevard, 9�h Floor, Coral Gables, Florida 33134 and/or its assigns (the "Bank ") and South Miami Community Redevelopment Agency, a Florida public body . corporate and politic (the "Borrower"). All capitalized terms used but not defined herein shall have the.meanings set forth in the Term Loan Proposal by and between the parties dated as of October 12, 2006 (the "Loan Proposal"). RECITALS: 1. Borrower has requested the Bank to make a loan to Borrower to acquire various properties located within the boundaries of the South-Miami Redevelopment Area (as defined in the Interlocal Cooperation Agreement (the " Interlocal Agreement ") between Miami -Dade County, Florida (the "County "), borrower and the City of South Miami (the "City "), for further development as part of Borrower's Madison Square project. 2. Borrower has agreed to secure the repayment of the Loan to the Bank from the Tax Incremental Revenues ; and 3. The Bank has agreed to make and Borrower has agreed to accept the Loan, subject to the terms, provisions and conditions hereinafter set forth. In consideration of the mutual covenants, terms and conditions hereinafter contained, the Bank and the Borrower HEREBYAGREE AS FOLLOWS: 1. The Loan. The Bank agrees to lend to Borrower and Borrower agrees to borrow from the Bank (the "Loan") Two Million Seven Hundred Thirty Thousand Dollars ($2,730,000) (the "Loan Amount ') as follows in the form of a taxable term loan. (a) Bond. The Borrower agrees to issue bonds, (the "Bonds') in the form attached as Exhibit "A" hereto, the terms of which are hereby incorporated by reference and made a part hereof. (b) Security. The obligations of the Borrower hereunder and under the Bond constitute special limited obligations of the Borrower and will be secured by a pledge of the gross . tax incremental revenues. For purposes of this Agreement, "Tax Incremental Revenue" means the amount of "Increment Revenue" described in Section 163.340(22) Florida Statutes and calculated pursuant to Section 163.387 Florida Statutes with respect to Borrower. Borrower covenants to budget and apply the Available Revenues for the repayment of the Loan. The Borrower will supply a Resolution of the Board of SMCRA (the "Resolution "), for the benefit of the Bank, to budget and apply in each fiscal year sufficient money, including, without limitation,. the Available Revenues, to provide for repayment of the Bonds evidencing the Loan until the . Loan is fully repaid (collectively, the "Pledged Funds "). "Available Revenues" means all revenues of the Borrower, which are legally available for the general lawful purposes of the -1- Borrower,. including the South Miami Community Redevelopment and. Revitalization Trust Fund described in the Interlocal Agreement (the "Fund"). The Bonds must be issued by the Borrower, and the proceeds of the Loan used by the Borrower..pursuant to the terms of the Resolution. (c) Maturity Date. The Loan shall be payable as to principal and interest in accordance with the amortization schedule attached the Bonds as Schedule' 1. In any event, the final maturity date of the Loan shall be May 1; 2020 and all indebtedness under this Loan Agreement must be paid in full on that date. 2. TERM. This Agreement shall be effective, and the parties' obligations hereunder shall arise as of November 15, 2006 (the "Effective Date ") and will terminate upon the earliest to occur of any of the following events: (a) The payment by the Borrower of all payments required to be paid by the Borrower hereunder and under the Bonds; or (b) The Borrower exercising its right of prepayment as set forth in the Bonds and payment in full of the amounts due under the Bonds and all other amounts payable hereunder. 3. PAYMENTS. (a) Payment and Other Obligations Hereunder. The Borrower shall pay all sums due hereunder and under the Bonds when due. Payments shall be applied first to interest accrued on the Loan and then to the payment of principal. The Borrower may prepay the Bonds in whole or in part at any time during the term of Bonds, provided any such prepayment shall be applied in the inverse order of scheduled maturities and provided further, that any such prepayment must be accompanied by a prepayment premium equal to the following percentages of the outstanding principal balance prepaid, plus accrued interest on the amount prepaid to the prepayment date. (i) If prepayment is made in the first year following the Effective Date, five percent (5 %); (ii) If prepayment is made, in the second year following.the Effective Date, four percent (4 %); (iii) If prepayment is made in the third year following the Effective Date, three percent (3 %); (iv) If prepayment is made in the fourth year following the Effective Date, two percent (2 %); (v) If prepayment is made in the fifth year following the Effective Date, one percent (1 %); (vi) If prepayment is made in the sixth year following the date of issuance and thereafter, no prepayment premium is due. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE BORROWER, THE CITY OF SOUTH MIAMI, MIAMI -DADE COUNTY, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BOND. -2- (b) Interest Rate. The interest on the Bonds will be payable quarterly, commencing February 1, 2007, at a fixed taxable rate of interest per annum equal to 5.99 %. (c) Default Rate. In the event the Borrower should fail to make any of the payments required under the Bonds and this Agreement, the amount so in default shall continue as an obligation of the Borrower until fully paid and until paid shall bear interest at the greater of the interest rate contained in Section 3(b) plus 3 %, or the maximum amount permitted by law (the "Default Rate"). (d) Payments to be Unconditional. The obligation of the Borrower to make payments under the Bond, and to perform and observe the covenants and agreements contained in this Agreement and the Bonds, shall be absolute and unconditional in all events. The Borrower shall not assert any right of setoff, counterclaim, or abatement against the Bank with respect to its obligations hereunder. 4. REPRESENTATIONS OF THE BORROWER. The Borrower represents, covenants and warrants to the Bank as follows: (a) The Borrower is authorized under the Constitution and laws of the' State of Florida to execute and deliver the Bonds and to enter into this Agreement and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Borrower is authorized by the Florida Statutes, as amended, to borrow money, and contract loans, from time to time. (b) The execution and delivery of this Agreement and the Bonds by the Borrower has been duly authorized by all necessary action of the governing body of the Borrower, and the Borrower has obtained such other approvals and consents as are necessary to consummate the transactions contemplated hereby and thereby; including, without limitation, the approval's of the City of South Miami and Miami -Dade County. The Borrower further represents, covenants and warrants that all requirements have been met, and procedures have occurred, necessary to ensure the enforceability of this Agreement and the Bonds against the Borrower, in accordance with their respective terms, except as the enforceability, thereof may be limited by applicable bankruptcy, insolvency or other. similar laws affecting the enforcement of creditors' rights or by general principles of equity. (c) The Borrower will promptly and duly execute and cause to be filed with the appropriate parties and deliver to the Bank such further documents, instruments and assurances and take such further action at the expense of the Borrower, as the Bank may from time to time reasonably request in order. to carry out the intended purpose of this Agreement and to secure the interest of the Bank in the Pledged Funds. (d) This Agreement is based upon the accuracy of the Borrower's representations and financial statements, any loan application and all additional information,, representations, exhibits and other matters submitted to the Bank for its consideration, including without limitation, the Loan Proposal. The Bank shall have the option to declare this Agreement to be breached if there, shall have been any material misrepresentation or misstatement or any -3- material error in anything submitted to the Bank, or if there:is a material adverse change in the state of facts submitted to the Bank, or Borrower's status as a public body corporate and politic or Borrower has become insolvent,. 5. COVENANTS OF THE BORROWER. (a) Financial Reporting. The Borrower shall comply with the following financial reporting requirements, together with any other information the Bank may reasonably request: i. Borrower Financial Statements. During the term of the Loan, Borrower must provide an audited fiscal year -end financial statement within two hundred ten (2 10) days after the end of each of Borrower's fiscal years. ii. Borrower Budget. Borrower must provide the its annual budget to Bank within 30 days of adoption which must contain a line item or footnote stating the obligations of the Borrower in connection with the Loan. (b) Operating Account. During the term of the Loan, Borrower shall establish and maintain an operating account with the Bank. (c) Auto Debit. During the term of the Loan; Borrower shall provide to Bank all necessary information and authority for Bank to "auto- debit" said account for the. quarterly payments due on the Loan. (d) Debt Service Coverage Ratio. Issuer shall at all times maintain a Debt Service Coverage Ratio of not less than 1.00 to 1.00 as determined by the Bank measured annually. "Debt Service Coverage Ratio" means for each Fiscal Year the ratio that Borrower's annual earnings before interest, taxes, depreciation,.and amortization ( "EBITDA ") bears to its annual debt service (both interest and principal payments) on all indebtedness of Borrower. 6. FEES; LIENS. . (a) . Fees. The Borrower shall reimburse the Bank, solely from the Pledged Funds, for all recording, documentary stamp and other fees, if any not to exceed $5,000.00 arising at any time prior to or during the term of this Agreement, or upon or relating to the Bonds, the Pledged Funds or this Agreement plus $5,000 for the Bank's legal counsel fees. In the. event of a default, the Borrower shall pay. the Bank's reasonable attorneys' fees, court costs and other related collection expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for appeals, and any anticipated post judgment collection services, in addition to all other sums provided by law. (b) Liens. The Borrower shall create no liens, levies or encumbrances upon the Pledged Funds or the Bank's rights under the Pledged Funds, except as set forth below. 152 (c) Additional Bonds. The Borrower may not incur additional indebtedness, except as provided in this Section 6(c). Borrower may.issue "additional parity Bonds" after the issuance of the Bonds, payable on a parity with the Bonds out of Pledged Funds, only if the, following conditions are satisfied: (i) The Borrower 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 this Agreement and the Bonds and the Borrower must be currently in compliance with the covenants and provisions of the Loan and the Bonds and any supplemental resolution adopted for the issuance of additional parity bonds, unless upon the issuance of such additional parity bonds the Borrower will be in • compliance with all such covenants and provisions; (ii) The amount of the EBITDA of the Borrower as certified by an independent certified public accountant during the immediately preceding fiscal year or any twelve (12) consecutive months selected by the Borrower 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 (1.) the principal amount of the Bonds originally issued pursuant to this Agreement and then outstanding, (2.) any additional parity bonds theretofore issued and then outstanding, and (3.) the additional parity bonds then proposed to be issued; (iii) The Borrower need not comply with subparagraph (ii) above if and to the extent the additional parity bonds to be issued are refunding bonds, that is, delivered in lieu of or in substitution for or to retire the Bonds or previously issued additional parity bonds, if the Borrower shall cause to be delivered a certificate of the Executive Director of the Borrower setting forth (1.) the maximum annual debt service (A) with respect to the bonds of all series outstanding immediately prior to the date of authentication fu .and delivery of such rending bonds, and (B) with respect to the bonds of all series to be outstanding immediately thereafter, and (2.) that the maximum annual debt service set forth pursuant to (B) above is no greater than that. set forth pursuant to (A) above; (iv) The City and the County shall have approved the issuance of such additional parity Bonds. 7. SUBSEQUENT ASSIGNMENT BY BANK. This Agreement and the Bonds, and the rights of the Bank hereunder may be assigned and reassigned in whole to one or more assignees or sub- assignees by the Bank, its assignees, or its sub - assignees at any time without the necessity of obtaining the consent of the Borrower. The Bank agrees to give written notice of assignment to the Borrower and upon receipt of such notice all payments shall be made to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or. -5- counterclaim whatsoever (whether arising from a breach of this Agreemenf or otherwise) that the Borrower may from time to time have against the Bank or theBank's assignees. The Borrower agrees to execute all documents,. which may reasonably be requested by the Bank, its assignees, or sub - assignees to protect their interests hereunder. Upon the occurrence of any such assignment by the Bank, the assignee or sub - assignee may take any action permitted to be taken by the Bank and enforce all rights accorded to the Bank hereunder or under the Bonds. The Borrower.may conclusively rely upon any written notice of assignment duly executed by a vice - president of the Bank and from and after the date of such notice may make all payments under the Bonds -to the assignee named in such notice. 8. EVENTS OF DEFAULT AND REMEDIES. (a) Events of Default. The following shall be "events of default" under this Agreement and the terms "event of default" and "default" shall mean, whenever they are used in this Agreement, any one or more of the following events: (1) failure of the Borrower to pay when due any amount required to be paid pursuant to the Bonds or under this Agreement; (2) failure of the Borrower to comply with any of its obligations under this Agreement; . (3) failure by the Borrower to observe and perform any other covenant, condition or agreement on its part to be observed or performed hereunder or in the Bonds and. such failure shall continue unremedied for a period often (10) days after written notice from the Bank to the Borrower specifying such failure and requesting that it be remedied (notwithstanding the foregoing, the Borrower shall not be deemed in default hereunder if such default can be cured within 'a reasonable period of time and if the Borrower in good faith institutes curative action and diligently pursues such action until the default'has been corrected); or (4) dissolution or liquidation of the Borrower, or the filing by the Borrower of a voluntary petition in bankruptcy, or the commission by the Borrower of any act of bankruptcy, or adjudication of the Borrower as bankrupt; or assignment by the Borrower for the benefit of its creditors, or appointment of a receiver for the Borrower, or the entry by the Borrower into an agreement'with its creditors for the readjustment of debt, or the approval by a court of competent jurisdiction of a petition applicable to the Borrower in any proceeding for its reorganization instituted under the provisions of the federal Bankruptcy Act, as amended, or under similar act in any jurisdiction which may not be in effect or hereafter enacted. (b) Remedies on Default. Whenever any event of default shall have occurred and be continuing for a period of ten (10) or more days, the Bank shall have the right, at its sole option without any further demand or notice, to exercise the following remedies: (1) Declare the principal amount of the Bond then outstanding to be immediately due and payable, and upon such declaration the said principal, together with interest accrued thereon, and all amounts due hereunder shall become due and payable immediately with S� interest thereon at the Default Rate from the date of such acceleration until paid (both before and after judgment), (2) exercise any right, remedy or privilege which may available to it under applicable laws of the State of Florida or any other applicable -law or proceed by appropriate court action, writ of mandamus or other proceedings in any court to enforce the terms of this Agreement, or to recover damages for the. breach of this Agreement or to rescind this Agreement, or (3) enforce, compel or exercise any right, remedy or privilege available to the Borrower under the Bonds. (c) No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bank is intended to be exclusive and 'every such remedy shall be cumulative and shall, be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power.or.shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. (d) Borrower agrees, to the extent permitted by law, to indemnify the Bank and its directors, officers, employees and agents from and against any losses, claims, damages, liabilities and expenses (including, without limitation, counsel fees and expenses) which may be incurred in connection with enforcement of the provisions of this Agreement, the Bond Resolution and the Bonds. 9. NO RECOURSE AGAINST THE BORROWER'S OFFICERS. (a) No member, officer, official, agent, employee or attorney of the Borrower shall be individually or personally liable for any payment on the obligations hereunder or be subject to any personal liability or accountability by reason of the issuance of the Bonds. (b) Notwithstanding anything to the contrary contained herein or in any other instrument or document executed by or on behalf of the Borrower in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement, or obligation of any present or future member, officer, official, employee, agent or, attorney of the Borrower,, or of any incorporator, member, director, trustee, officer, official, employee, agent or attorney of any successor to the Borrower, in any such person's individual capacity, and no such person, in his individual capacity; shall. be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the Bond or for any claim based.thereon or on any such stipulation, covenant, agreement, or obligation, against any such person, in his individual capacity; either directly or through the Borrower or any successor to the Borrower, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and. released. -7- (c) Notwithstanding anything to the contrary contained herein or in any other instrument or document executed by or on behalf of the Borrower in connection herewith, (i) the Borrower shall have no obligation to take action under this Agreement or such other instruments or documents, unless the Borrower is reasonably requested in writing by an appropriate person to take such action, (ii) neither the Borrower nor anyofficer, official, member, employee, agent or attorney of the Borrower shall be personally liable to the Bank or any other person for any action taken by the Borrower or by its members, officers, agents, officials, employees or attorneys or for any failure to take action under this Agreement or such other instruments or documents, except that the Borrower agrees to take, or to refrain from taking, any action if so required by an injunction, other court order or judgment, or if required to comply with any final judgment and (iii) any judgment rendered against the Borrower for breach of its obligations under this Agreement or such other instruments or documents, shall be payable solely from the Pledged Funds. 10. CAPITAL ADEQUACY. If, after the date of this Agreement, the Bank shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with, the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital, on this credit facility or otherwise, as a consequence of its obligations hereunder and under the Bonds to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, promptly upon demand by the Bank, the Borrower hereby agrees to pay the Bank such additional amount or amounts as will compensate.the Bank for such reduction, provided that following such notice and demand by the Bank, the Borrower may elect to prepay the Bonds, subject to any applicable prepayment premium. A certificate of the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. 11. MISCELLANEOUS. (a) Notices. All notices (excluding billings and communications in the ordinary course of business) hereunder shall be deemed sufficiently given or served if given by confirmed facsimile transmission or in writing, sent by certified mail, return receipt requested, or by courier or hand delivery addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the other party; and shall be effective from,the date of mailing. (b) Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Bank and the Borrower and their respective successors and assigns. (c) Severability; Survival. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the -8- extent of such prohibition or unenforceability without invalidating the remaining provisions, hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Borrower hereby waives any provision of law, which renders any provision hereof prohibited or unenforceable in any respect. The representations, warranties and covenants of the Borrower herein shall be deemed to be continuing and to survive the closing hereunder. (d) Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles. (f) Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (g) Entire Agreement. This Agreement and the Bonds constitute the entire agreement between the Bank and the Borrower. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific. instance and for the specific purpose given. There are no understandings, agreements, representations or Warranties, express or implied, not specified herein regarding this Agreement or the Bonds. The Borrower by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. [SIGNATURES CONTAINED ON FOLLOWING PAGES] M i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of date above written. Signed in the presence of two . BORROWER: WITNESSES: South Miami Community Redevelopment Agency, a Florida a public body corporate and politic Print Name: By: Print Name: Name: Title: STATE OF FLORIDA SS: COUNTY OF The foregoing instrument was acknowledged before me this day of November, 2006, by , as of South Miami Community Redevelopment Agency, a Florida a public.body corporate and politic, who is ❑ personally known to me or ❑ has produced as identification. Notary Public Seal Print Name My Commission Expires: _ Signed in the presence of two LENDER: WITNESSES: REGIONS BANK Print Name: By: Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of November, 2006, by LANCE AYLSWORTH, as Vice President of REGIONS BANK, who is ❑ personally known to me or has produced as identification. Notary Public Seal Print Name My Commission Expires: -11- CLERK'S CERTIFICATE The . undersigned, Clerk of The South Miami Community Redevelopment Agency ( SMCRA), certifies as follows in connection with the issuance of Taxable Redevelopment Revenue Bonds, Series. 2006 (the "Bonds "), of the South Miami Community Redevelopment Agency, in the aggregate principal amount of $2,730,000: 1. That Horace Feliu is the duly appointed Chairperson of the South Miami Community Redevelopment Agency. His signature as set forth below is true and genuine: Horace Feliu 2. Resolution No. R- 931 -06 adopted by Miami -Dade County (the "County ") on September 12, 2006, and the Interlocal Cooperation Agreement between the County, and the SMCRA (the " Interlocal Agreement ") are in full force and effect and have not been modified, amended, or repealed since their respective dates. 3. Resolution No.: adopted by The . South Miami Community Redevelopment Agency on November 13, 2006 is in full force and effect and has not been modified, amended, or repealed since its date. 4. All actions of the SMCRA have been duly taken and authorized by all necessary action by SMCRA and its board of directors. 5. No action challenging the issuance of the Bonds.has been commenced by service on the Chairperson of the South Miami Community Redevelopment Agency or any other official of the South Miami Community Redevelopment Agency. 6. There is no litigation pending or threatened affecting the existence or the power of the SMCRA 'or the rights or actions of the officers or board members of the SMCRA. Clerk of South Miami Community Redevelopment Agency Date: 1 [(BOCA:126934 v3» November , 2006 South Miami Community Redevelopment Agency Regions Bank Coral Gables, Florida Re: $2,730,000 South Miami Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2006 (Taxable) I have acted as counsel to the South Miami Community Redevelopment Agency (the "SMCRA ")- in connection with the issuance by the SMCRA of its $2,730,000 Redevelopment Revenue Bonds, Series 2006 initially issued and delivered on this date (the "Bonds ") pursuant to the Constitution and laws of the State of Florida, including particularly Part III of Chapter 166, Florida Statutes, as amended; and other applicable provisions of law (collectively, the "Act "), the Interlocal Cooperation Agreement between Miami -Dade County, Florida (the "County "), and the SMCRA (the "Interlocal Agreement "), Resolution No. R- 931 -06 of the County to issue redevelopment revenue bonds (the "County Resolution ") pursuant to Section 163.385 Florida Statutes, Resolution of the SMCRA, adopted on November 13, 2006 (the "Bond Resolution "). I have examined the. Act, the Bond Resolution and such, certified copies of the proceedings of the SMCRA and of such other documents as I have deemed necessary to render this opinion. As to the questions of fact material to my opinion, I have relied upon representations of the SMCRA contained in the Bond Resolution and in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify such representations by independent investigation. Based on the foregoing, I am of the opinion that, under existing law: 1. The SMCRA is duly created and validly existing as a Florida public body corporate and politic agency under the Constitution and laws of the State of Florida, with the power to adopt the Bond Resolution, to perform its obligations thereunder and to issue the Bonds. . South Miami Community Redevelopment Agency Regions Bank November 12006 Page 2 2. The Bond Resolution has been "duly adopted by the SMCRA and constitutes a valid and binding obligation of the SMCRA, enforceable in accordance with its terms. 3. The issuance and sale of the Bonds has been duly authorized by the SMCRA. The Bonds constitute valid and binding limited obligations of the SMCRA, payable in accordance with, and as limited by, the terms of the Bond. Resolution, solely from legally available revenues (as defined in the Bond Resolution) of the SMCRA budgeted and appropriated annually by the SMCRA for such purpose. The Bonds do not constitute a debt of the SMCRA within the meaning of any constitutional or' statutory provision, or a pledge of the faith and credit of the SMCRA. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatsoever therefor nor shall the Bonds constitute a charge, lien or , encumbrance, legal or equitable, upon the property of the SMCRA, other than the Tax Incremental Revenues, and the owners of the Bonds shall have no recourse to any taxing power of the SMCRA. This opinion is qualified to the extent that the rights of the holders of the Bonds, and the enforceability of the Bonds and the Bond Resolution may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, now or hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance with equitable principles. Respectfully submitted, 44BOCA:126594 'v5)) NEGOTIATED SALE DISCLOSURE AND TRUTH -IN- BONDING STATEMENT The undersigned authorized officer of Regions Bank (the "Bank "), as purchaser of the South Miami Community Redevelopment Agency (the "Issuer ") $2,730,000 Taxable Bond, Series .2006 (the "Taxable Bond" or the "Bond"), issued pursuant to .a Bond Purchase and Loan Agreement, dated as of November 2006 (the "Purchase Agreement "), between'the Issuer and the Bank, hereby states to the Issuer and pursuant 'to Section 218.385, Florida Statutes, as amended, as follows: 1. The estimated expenses and the amounts thereof to be incurred by the Bank in connection with the purchase of the Bond are as follows: Nature of Expenses Estimated Amounts Out -of- pocket expenses $ 2. To the knowledge of the Bank,, no "finders," as defined in Section 218.386, Florida Statutes, as amended, have entered into an understanding with either the Issuer or the' Bank, or both, for ' any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the sale and purchase of the Bond. 3. No fee, bonus or other compensation will be paid by the • Bank in connection with the purchase of the Bond to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386, Florida Statutes, as amended), except as specifically enumerated as expenses. to be incurred by the Bank and set forth in paragraph 1 above. 4. The name and address of the original purchaser is:, Regions Bank 2800 Ponce de Leon Blvd., 9'h Floor Coral Gables, Florida 33134 Attention: Mr. Lance Aylsworth 5. The Issuer is proposing to issue the Bond to: (i) finance the acquisition of various properties located within the boundaries .of the South Miami Redevelopment Area and finance community redevelopment costs associated with. the Madison Square Development; and (ii) pay certain costs.of issuance. 6. The Bond is expected to be repaid over a period of 14 years. At a projected interest rate of 5.99 %, the total interest expected to be paid over the term of the Taxable Bond will be approximately $ 1,277,065.22. The Bond will be a special limited obligation of the Issuer payable from Available Revenues, as such term is defined in the Purchase Agreement and such Available Revenues will not be available to finance other services of the Issuer each year for the term of the Bond [This is required by §218.385(3), F.S.I. 4(BOCA:92378 v2» �r 2001 . Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Acting Executive Director RESOLUTION Date: November 13, 2006 ITEM No. APPROVAL OFLOANAGREEMENT WITHREGIONS BANK A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA), AUTHORIZING THE' ISSUANCE OF TAXABLE REDEVELOPMENT REVENUE BONDS, SERIES 2006, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,730,000 FOR THE PURPOSE OF ACQUIRING VARIOUS PROPERTIES LOCATED WITHIN THE BOUNDARIES 'OF THE SOUTH MIAMI REDEVELOPMENT AREA AND FINANCE COMMUNITY REDEVELOPMENT COSTS ASSOCIATED WITH THE MADISON SQUARE DEVELOPMENT, AND PAYING COSTS OF ISSUANCE OF THE SERIES 2006 BONDS; AWARDING THE SALE OF THE SERIES 2006 BONDS TO REGIONS BANK; PROVIDING FOR SECURITY FOR THE SERIES 2006 BONDS; PROVIDING OTHER PROVISIONS RELATING TO THE SERIES 2006 BONDS; : MAKING CERTAIN COVENANTS AND AGREEN1121M IN CONNECTION THEREWITH; 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 the purchase of properties required to develop the Madison Square Project. Appraisals were subsequently, obtained for all properties required to develop the project. The total estimated cost to purchase all of the remaining properties required to develop Madison Square is $2,730,000 On October 17, 2006 the Board approved a preliminary term loan agreement with Regions Bank to obtain financing in the amount of $2,730,000 to purchase all required properties. Following Board approval of the preliminary terms, Regions Bank has provided final authorization to enter into contract with the SMCRA to disburse loan financing to the SMCRA in� the amount of $2,730,000 at a fixed annual interest rate of 5.99% and no pre - payment penalty after year five of the loan. A final draft of the loan agreement is attached as Exhibit 1. As indicated in the attached amortization schedule, the annual debt service payment will be $297,773.28. The .required debt service payment has been allocated . as a budget specific line item in the FY 06/07 Adopted Budget., Future loan ' payments shall . be paid through Tax Increment Financing (TIF) generated: revenues. The total projected TIF revenues for FY 06/07 are $1,571,798. Tax Increment Financing Revenues are also expected to incrementally increase overtime. Approval of the attached resolution shall authorize the Executive Director to 'enter into contract with Regions Banks to receive loan financing in the amount of $2,730,000 to purchase properties required to develop the Madison Square Project. RECOMMENDATION Staff recommends approval of the attached resolution authorizing the Executive Director to execute a loan agreement with Regions Bank to obtain loan financing in t11e;amount of $2,730,000 including a fixed loan interest rate of 5.99% with no prepayment, penalty after year five of the loan. Attachment: Draft Resolution Regions Bank Draft Loan Agreement 1 RESOLUTION NO. 2' 3 A. RESOLUTION OF. THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA), AUTHORIZING 5 THE ISSUANCE OF TAXABLE: RE. DEVELOPMENT 6 REVENUE -BONDS, SERIES 2006, IN THE. AGGREGATE 7 PRINCIPAL AMOUNT OF $2,730,000 FOR THE PURPOSE OF 8 ACQUIRING VARIOUS PROPERTIES LOCATED :WITHIN 9 • THE . -BOUNDARIES : OF THE SOUTH MIAMI 10, REDEVELOPMENT AREA AND FINANCE COMMUNITY 11 REDEVELOPMENT COSTS ASSOCIATED WITH THE 12 MADISON SQUARE DEVELOPMENT, AND PAYING COSTS 13 OF ISSUANCE OF THE. SERIES 2006 BONDS; AWARDING 14 THE SALE OF THE SERIES 2006 BONDS TO- REGIONS 15 BANK; PROVIDING FOR SECURITY FOR THE SERIES 2006 16 BONDS; PROVIDING OTHER PROVISIONS RELATING TO 17 THE SERIES 2006 BONDS; MAKING CERTAIN. COVENANTS 18 AND AGREEMIIM IN CONNECTION THEREWITH; AND 19 PROVIDING AN EFFECTIVE DATE. 20 21 WHEREAS, on September, 12, 2006, Miami -Dade County (the "County "), authorized the 22 SMCRA to enter into a long term loan agreement not to ;exceed $2,730,000 secured by SMCRA Tax 23. Increment Financing revenues and adopted Resolution No. R- 931 -06 an to issue-redevelopment 24. revenue bonds (the "County Resolution") pursuant ,to Section 163.385 Florida Statutes (the 25 "Statute ") and the Interlocal Cooperation Agreement between the County, and the SMCRA (the 26 "Interlocal Agreement'); 27 28 WHEREAS, Miami -Dade County and .the City of South Miami have authorized the. 29 issuance of the Series 2006 Bonds; 30 31 WHEREAS, the SMCRA accepts the Term Loan Proposal dated October 12, 2006 (the 32 "Commitment ") from Regions Bank (the "Bank") to provide.financing by purchasing bonds to be 33 issued by the SMCRA for the purpose of financing the acquisition of various properties located 34 within the boundaries. of the South Miami Redevelopment 'Area (as defined in the Interlocal 35 Agreement) and finance community redevelopment 'costs associated with the Madison' Square 36 Development and other costs related thereto, and paying costs. of . issuance of the bonds (the 37. "Project "); and 38 39 WHEREAS, pursuant to the Commitment, the bonds shall be issued as taxable. bonds in the 40 aggregate principal amount of $2,730,000 pursuant to this Resolution (the "Series 2006 Bonds" or' 41 the "Bonds "); and 42 43 44 WHEREAS, the SMCRA has previously determined and hereby affirms its determination to 1 accept the Commitment from the Bank to purchase the Bonds; and 2 3 WHEREAS, the SMCRA desires to set forth the details of the Series 2006 Bonds in this.. 4 Bond Resolution. 5 6 NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH MIAMI COMMUNITY 7 REDEVELOPMENT AGENCY: 8 9 SECTION 1. RECITALS. The foregoing "WHEREAS" clauses are hereby ratified. and 10 confirmed as being true and correct and are hereby made a specific part of this Resolution upon 11 adoption hereof. 12 13 SECTION 2. AUTHORIZATION OF SERIES 2006 BONDS.. Pursuant to the provisions of 14 this Bond Resolution, the Statute and the Interlocal Agreement, redevelopment revenue bonds of the 15 SMCRA to be designated "SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY 16 ' Redevelopment Revenue Bonds, Series 2006 (Taxable)" (the "Series 2006 Bonds "), are hereby 17 authorized to be issued in an aggregate principal amount of $2;730,000 for the purpose of financing a . 18 portion of the costs of the Project. 19 20 SECTION 3. TERMS OF THE SERIES 2006 BONDS. 21 22 (a) General Provisions. The Series 2006 Bonds shall be issued in fully registered form .23 without coupons. The principal of and interest on the Series 2006 Bonds shall be payable when due 24 in lawful money of the United States of America by wire transfer or by certified check delivered on 2 5 or prior to the date, due to the registered Owners of the Series 2006 Bonds ( "Owners ") or their legal 26 representatives, at the addresses of the Owners as they appear on the registration books of the 2 7 SMCRA. Payments shall be made in immediately available funds by no later than 2:00 p.m. on the . 2 8 date due, free and clear of any defenses, set -offs, counterclaims, or withholdings or deductions for 2 9 taxes. 30 31 The Series 2006 Bonds shall be dated the date of their issuance and delivery and shall be 32 initially issued as one Bond in the denomination of $2,730,000. The Series 2006 Bonds shall mature 33 on May 1, 2020. 34 35 THE SERIES .2006 BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN 36 INDEBTEDNESS OR A PLEDGE OF THE FAITH AND CREDIT OF THE SMCRA, BUT 37 SHALL BE PAYABLE EXCLUSIVELY FROM AVAILABLE REVENUES OF THE SMCRA, AS 38 DEFINED IN THIS RESOLUTION. THE ISSUANCE OF THE SERIES 2006 BONDS SHALL 39 NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE SMCRA TO LEVY .40 OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THE 41 SERIES 2006 BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR 42 EQUITABLE, UPON ANY PROPERTY OF THE . SMCRA, AND THE HOLDERS OF THE 43 SERIES 2006 BONDS SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. 44 (M14736433) 2 1 (b) : Interest Rate. Subject to adjustment as provided below, the Series 2006 Bonds shall 2 bear interest on the outstanding principal balance from, their date of issuance at a fixed taxable rate of 3 interest per annum equal to 5.99% (the "Fixed Interest Rate"). Interest shall be payable quarterly on 4 the first day of each February, May, August, and November (the "Interest Payment Dates ") beginning 5 February 1, 2007 as set forth on the Amortization Schedule attached to the Bond Purchase and Loan .. 6 Agreement (the "Loan Agreement "). 7 8 9 If, after the date of the Loan Agreement, the Bank shall have determined that the adoption or 10 implementation of any applicable law, rule or regulation regarding capital adequacy, or any change 11 therein, or any change in the interpretation or administration thereof by any governmental authority, 12 central bank or comparable agency'charged with the interpretation or administration thereof, or 13 compliance by the Bank with any request or directive regarding capital adequacy (whether or not. 14 having the force of law) of any such authority, central bank or comparable agency, has or would have 15 the effect of reducing the rate of return on the Bank's capital, on this credit facility or otherwise, as a 16 consequence of its obligations hereunder and under the Series 2006 Bonds to a.level below that : 17 which the Bank could have achieved but for such adoption, change or compliance (taking into 18 consideration the Bank's policies with respect to capital adequacy) .by an amount deemed by the 19 Bank to. be material, then from' time to time, promptly upon demand by the Bank, the SMCRA 20. hereby agrees to pay the Bank such additional amount or amounts as will compensate the Bank for 21 such reduction, provided that following such notice and demand by the Bank, SMCRA may elect to 22 prepay the Series 2006 Bonds, subject to any applicable Prepayment Premium. A certificate of the 23 Bank claiming compensation under this subsection and setting forth. the additional amount or 24 amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any 25 such amount, the Bank may use any reasonable averaging and attribution methods. 26 27 In the event an Event of Default occurs under the Loan Agreement or as set forth in.this 28, Resolution, or if SMCRA should fail to make any of the payments required under the Series 2006 29 Bonds, the amount so in default shall continue as an obligation of the SMCRA until fully paid and 30 until paid shall bear interest at the greater of the interest rate contained in Section 3(b) plus 3 %, or 31 the maximum amount permitted by law (the "Default Rate"). 32 33 (c) Prepayment Provisions. The Series 2006 Bonds may be prepaid in whole or in part at 34 any time at the prepayment of par plus the applicable premiums shown below, during the term 35 of Series 2006 Bonds, provided any such prepayment shall be applied in the inverse order of .36 scheduled maturities. Any such prepayment must be accompanied by a prepayment premium equal 37 to the following percentages of the 'outstanding principal' balance prepaid (the "Prepayment 38 Premium"): 39 (i) If prepayment is made in the first year following the date of issuance, 40 five percent (5 0/6); 41 (ii) If prepayment is made in the second year following the date of 42 issuance, four percent (4 0/6); . 43 (iii) If prepayment is made in the third year following the date of issuance, 44 three percent (3 %); (M1473643_ ) 3 1 (iv) If prepayment is made : in the fourth .year following the date of 2 issuance, two percent (2 %); 3 (v) If prepayment is made in the fifth year following the date of issuance, 4 one percent (1 %). .5 (vi) If prepayment is made in the sixth year following the date of issuance 6 and thereafter, no prepayment premium is due. 7 8 SECTION 4. EXECUTION OF SERIES 2006 BONDS. The Series 2006 Bonds shall be 9 signed in the name of the SMCRA by the Chairperson of the SMCRA (or, in his/her absence, any 10 other member of the SMCRA Board) and the SMCRA Clerk. The signatures ofthe Chairperson (or, .11 in his absence, any other member of the SMCRA Board) and SMCRA Clerk on the Series 2006 12 Bonds may be manual or facsimile signatures, provided that the signature of one of such officers 13 shall be a manual signature. In case any one or more of the officers who shall have signed or sealed 14 any of the Series 2006 Bonds shall cease to be such officer of the SMCRA before. the Series 2006 15 Bonds so signed and sealed shall have been actually sold and delivered, such Series 2006 Bonds may 16 nevertheless be sold and delivered as herein provided and may be issued as if the person who signed 17 and sealed such Series 2006 Bonds had not ceased to hold such office. -Any Series 2006 Bonds may 18 be signed and sealed on behalf of the SMCRA by such person as at the actual time of the execution 19 of such Series 2006.Bonds.shallhold the proper office, although at the.date of such Series 2006 20 Bonds such person may not have held such office or may not have been so authorized. 21 . 22 SECTION 5. NEGOTIABILITY, REGISTRATION AND CANCELLATION. The Bank 23 shall serve as Registrar and as such shall keep books for the registration of Series 2006 Bonds and 24 for the registration of transfers of Series 2006 Bonds. Series 2006 Bonds may be transferred or 25 exchanged upon the registration books kept by. the Bank, upon delivery to the Bank, together with 2 6 written instructions as to the details of the transfer or exchange, of such Series 2006 Bonds in form 27 satisfactory 'to the Bank and with guaranty of signatures satisfactory to the Bank, along with the 28 social security number or federal employer identification number of any transferee and, if. the 2 9 transferee is a trust, the name and social security or federal tax.identification numbers of the settlor 30 and beneficiaries of the trust, the date. of the trust and the.name of the trustee. Series 2006 Bonds 31 may be exchanged for one or more Series 2006 Bonds of the same aggregate principal amount and '32 maturity and in denominations in integral multiples of $100,000 (except that an odd lot is permitted 33 to complete the outstanding principal balance). No transfer .or exchange of any Bond shall be .3 .4 effective until entered on the registration books maintained by the Bank. 35 ...36 The SMCRA may deem and treat the person in whose name any Bond shall be registered 37 upon the books kept by the SMCRA as the absolute Owner of such Bond, whether such Bond shall 38 be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and 39 interest on such Bond as they become due and for all other purposes. All such payments so made to 40 any such Owner or upon his order shall be valid and effectual, to satisfy and discharge the liability 41 upon such Bond to the extent of the sum or sums so paid. .42' 43 Iri all cases in which Series 2006 Bonds are transferred or exchanged in accordance with this 44 Section, the SMCRA shall execute and deliver Series 2006 Bonds in accordance with the provisions (M14736433) 4 1 of this Resolution. All Series 2006 Bonds surrendered in any such exchanges or transfers shall 2 ' forthwith be cancelled by the SMCRA. There shall be no charge for any such exchange or transfer of 3 . Series 2006 Bonds, but the SMCRA may require the payment of a sum sufficient to.pay anytax, fee 4 or other governmental charge required to be paid with respect to such exchange or transfer. The . 5 SMCRA shall not be required to transfer or exchange Series 2006 Bonds for a period of 15 days next 6 preceding an Interest Payment Date on such Series 2006 Bonds. 7 8 All. Series 2006 Bonds, the principal and interest of which has been fully paid, either at or 9 prior to maturity, shall be delivered to the SMCRA when such payment is made, and shall thereupon 10 be cancelled. . 11 12 In case a portion but not all of an outstanding Series 2006 Bond shall be prepaid; such Series.. 13 2006 Bond shall not be surrendered in exchange for a new Series 2006 Bond, but the SMCRA shall .14 make a notation indicating the remaining outstanding principal of the Series 2006 Bonds upon the 15 registration books. The Series 2006 Bond so redesignated_ shall have the remaining principal as , 16 provided on such registration books and shall be deemed to have been issued in the denomination of 17 the outstanding principal balance, which shall be an authorized denomination. 18 19 SECTION 6. SERIES 2006 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. 20 In case any Series 2006 Bond shall become mutilated or be destroyed, stolen or lost, the SMCRA 21 may in its discretion issue and deliver a new Series 2006 Bond of like tenor as the Series 2006 Bond 22 so mutilated, destroyed, stolen or lost, in the case of a mutilated Series 2006 Bond, in exchange and 23 substitution for such mutilated Series 2006 Bond upon surrender of such mutilated Series 2006 Bond 24 or in the case of a destroyed, stolen or lost Series 2006 Bond in lieu of and substitution for the Series 25 2006 Bond destroyed, stolen or lost, upon the Owner furnishing the SMCRA proof of his ownership 26 thereof, satisfactory proof of loss or destruction thereof and satisfactory indemnity, complying with 27 such other reasonable regulations and conditions as the SMCRA may prescribe and paying such 28 expenses as the SMCRA may incur. The SMCRA shall cancel all. mutilated Series 2006 Bonds that . 29 are surrendered. If any mutilated, destroyed, lost or stolen Series 2006 Bond shall have matured or be 30 about to mature, instead of issuing a substitute Series 2006. Bond, the SMCRA may pay the principal 31 of and interest on such Series 2006 Bond upon the Owner complying with the requirements of this 32 paragraph. .33 34 Any such duplicate Series 2006 Bonds issued pursuant to this section shall constitute 35 original, additional contractual obligations of the SMCRA whether or not the lost, stolen or .36 . destroyed Series 2006 Bonds be at anytime found byanyone, and such duplicate Series 2006 Bonds 37 shall be entitled to equal and proportionate benefits and rights as to lien on and source. and security 38 for payment from the. funds, as hereinafter pledged, to the extent as all other Series 2006 Bonds 3 9 issued hereunder. 40 41 SECTION 7. FORM OF SERIES 2006 BONDS. The text of the Series 2006 Bonds shall be 42 of substantially the tenor set forth in Exhibit "A" hereto,.with such omissions; insertions and 43 variations as may be necessary and desirable and authorized or permitted by this Resolution. 4.4 (M14736433) 1 SECTION 8. COVENANT TO BUDGET AND APPROPRIATE. The SMCRA hereby ''2. covenants and agrees.to appropriate in its annual budget, by amendment, if necessary; from the 3 revenues of the SMCRA, which are legally available for the general lawful purposes of the SMCRA. 4 all revenues lawfully available in each fiscal year,' including the South. Miami Community 5 Redevelopment and Revitalization Trust Fund described in the Interlocal Agreement (the "Fund'); 6 . ; amounts sufficient to pay the principal and interest due on the Series 2006 Bonds in accordance with . 7 their:terms during such fiscal year. ' Such covenant and agreement on the part of the SMCRA to 8 budget and appropriate such amounts of revenues shall be cumulative to the extent not paid, and 9 shall continue until such revenues or other legally available funds in amounts sufficient to make all 10 such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding 1.1 the foregoing covenant of the SMCRA; the SMCRA does not covenant to maintain any services or 12 programs, now provided or maintained by the SMCRA, which generate revenues. 13 14 SECTION 9. PLEDGE: SMCRA's obligations will be secured by a pledge of the gross tax . .15 incremental ,revenues.. "Tax Incremental Revenue" means the amount of "Increment Revenue" 16 described in Section 163.340(22) Florida Statutes and calculated pursuant to Section 163.387 Florida 17 Statutes with respect to the SMCRA. 18 19 SECTION 10.. INTENTIONALLY DELETED. 20 21 SECTION 11. APPLICATION OF BOND PROCEEDS. The proceeds of the Series 2006. 22 Bonds shall be disbursed by the .Bank by depositing the entire amount of the Bond proceeds in 23 SMCRA's account. SMCRA shall be obligated to apply. the proceeds of the Series 2006 Bonds 24 solely for financing costs of the Project. However, the SMCRA shall be irrevocably obligated to 25 continue to pay the principal of and interest on the Series 2006 Bonds notwithstanding any failure of .26 the SMCRA to use. and apply such Bond proceeds in the manner provided herein. .27 .28- SECTION 12. FUNDS. Each of the funds and accounts herein established and created shall 29 constitute trust funds for the purposes provided herein for such funds and accounts respectively: The 30 money in such funds and accounts, shall be continuously secured in the same manner as deposits of 31 SMCRA funds are authorized to be secured by the laws of the State of Florida. Except as otherwise. 32 provided herein, earnings on any investments in any amounts on any of the funds and accounts 33 herein established and created shall be credited to such respective fund or account. 34 35 The designation and establishment of the funds and accounts in and by this Bond Resolution 36 shall not be construed to require the establishment of any completely independent, self - balancing 37 funds, as such term is commonly defined and used in governmental accounting, but rather is intended 38 solely to constitute an earmarking of certain revenues and assets of the SMCRA for the purposes 39 herein provided and to establish certain priorities for application of such revenues and assets. 4.0 41 SECTION 13. SPECIAL COVENANTS. 42 43 (a) The SMCRA shall, within two hundred ten (210) days of the end of each fiscal year 44 of the SMCRA, deliver to the .Owners a copy of the annual audited financial (M1473643_3} .. 6 1 statements of the SMCRA. Within thirty (3 0) days of its final adoption, the SMCRA 2 shall deliver to the:Owners a copy of the operating budget for each upcoming fiscal 3 year of the SMCRA: The SMCRA shall deliver any amendments to its approved 4 investment policy to the Bank. The SMCRA shall 'comply with all SMCRA, County, 5 State, and Federal reporting requirements and shall deliver copies of the filed reports 6 to the Bank within a reasonable time. 7 8 (b) Except for the additional parity bonds described in the Loan Agreement, the SMCRA 9 hereby covenants that, so long as the Series 2006 Bonds are outstanding, (i) it shall 10 not issue any Debt that is senior to the Series 2006 Bonds, and (ii) it shall not issue .11 additional Debt (other than the Series 2006A Bonds or any bonds issued to refund the 12 Series 2006A Bonds) secured in the.same manner as the Series 2006 Bonds (as 13 specified in Section 8 hereof). 14 15 (c) Debt Service Coverage Ratio. SMCRA shall at all times during the term of the Loan 16 maintain a Debt Service Coverage Ratio, of not less than 1.00 to 1.00 as determined 17 by the Bank measured annually. "Debt Service Coverage Ratio". means for each 18 Fiscal Year, . the ratio that SMCRA 's ` annual earnings before interest, taxes, 19 depreciation, and amortization (EBITDA) bears to its annual debt service (both 2 0 interest and principal payments) on all Debt of SMCRA. 21 22 (d) As used in this Section 13, the. following terms.shall have the meaning ascribed to 23 them in this subsection: 24: 25 (i) "Debt" shall mean any obligation of the SMCRA to repay borrowed money 2 6 however evidenced. 27 . .. 29 (ii) "Debt Service" shall include, without limitation thereto, scheduled interest 30 payments, repayments of principal and all financial fees arising from Debt or 31 from the underlying contractual obligations, whether as originally incurred or 32 subsequently deferred or otherwise renegotiated. For Debt bearing interest at 33 a variable rate; the rate used in determining the amount of Debt Service in a 34 fiscal year is the average rate for the preceding year or, if the Debt was not 35 outstanding in the preceding year, the current rate, or, for the proposed Debt, 36 the proposed initial variable rate. 37 38 .39 SECTION 14. COVENANTS BINDING ON SMCRA AND SUCCESSOR. All covenants, 40 stipulations, obligations and agreements of the , SMCRA contained in this Resolution constitute a 41 contract between the SMCRA and the Owners of the Series 2006 Bonds and shall be deemed to be 42 covenants, stipulations, obligations and agreements of the SMCRA to thefull extent authorized or 43 permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding 44 upon the successor or successors thereof from time to time and upon, the officer, board, body or (M14736433) 7 1 2 3' 4 5 6 7 8 commission '.to whom or to which any power or duty affecting such covenants; stipulations., obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the SMCRA or upon the SMCRA by the provisions of this Resolution shall be exercised or performed by the SMCRA or by such officers,' board, body or commission as may required by law to exercise such powers or to perform such duties. 9 No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a 10 covenant, stipulation, obligation or agreement of any.present or future member of the SMCRA or 11 officer, agent or employee of the SMCRA in his or her individual capacity, and neither the members 12 of the SMCRA nor any officer, agent or employee of the SMCRA executing the Series 2006 Bonds 13 shall be ,liable personally on the .Series 2006 Bonds or be. subject to any personal .liability or 14 accountability by reason of the issuance thereof. 15 16 SECTION 15. EVENTS OF DEFAULT. Each of the following events is hereby declared an 17 "event of default 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' 43. 44 (a) payment of the principal of or amortization installments of any of the Series 2006 Bonds shall not be made when the same shall become due and payable; or (b) payment of any installment of interest on any of the Series 2006 Bonds shall not be made when the same shall become due and payable; or (c) the SMCRA shall incur additional Debt in violation of the covenant in Section 13(b) of this Resolution; or (d) . the SMCRA shall default in the due and punctual performance of any covenant, condition, agreement or.provision contained in the Series 2006 Bonds, the Loan Agreement or in this Resolution (except for a default described in subsection (a), (b) or (c) of this Section) on the part of the SMCRA to be performed, and such default shall continue for ten (10) days after written notice specifying such default and requiring same to be remedied shall have been given to the SMCRA by any Owner of any Bond. (e) dissolution or liquidation of the SMCRA, or the filing by the SMCRA of a voluntary petition in bankruptcy, or the commission by the SMCRA of any act of bankruptcy, or adjudication of the SMCRA as bankrupt, or assignment by the SMCRA for the 'benefit of its creditors, or appointment of a receiver for the SMCRA, or the entry by the SMCRA into an agreement with its creditors for the readjustment of debt, or the approval by a court of competent jurisdiction of a petition applicable to the SMCRA in any proceeding for its reorganization instituted under the provisions of the federal Bankruptcy Act, as amended, or under similar act in any jurisdiction which may not be in effect or hereafter enacted. . {M1473643 3} 8 1 2 SECTION 16. REMEDIES: RIGHTS OF OWNERS. Upon the occurrence and continuance 3 . of any event of default specified in Section 15 hereof, (a) the Owners of the Series 2006 Bonds may, 4 by notice to the SMCRA, declare the principal amount of the Series 2006 Bond then outstanding to 5 be immediately due and payable, and upon such declaration the said principal, together with interest 6 accrued thereon, and all amounts due hereunder shall become due and payable immediately with 7 interest thereon at the Default Rate from the date of such acceleration until paid (both before and 8 after judgment), and (b) the Owners of the Series 2006 Bonds may exercise any right, remedy or 9 privilege..which may be available to. it under applicable laws of the State of Florida or any other 10 applicable law or proceed by appropriate court action, writ of mandamus or other:proceedings in any 11 court to enforce the terms of the Loan Agreement, or to recover damages for the breach of the Loan 12 Agreement or to rescind the Loan Agreement. 13 i 14 No delay or omission to exercise any right or power accruing upon any default or event of 15 default shall impair any such right or power or shall be construed to be waiver of any such default or 16 event of default or acquiescence therein; and every such right and power may be exercised from time 17 to time and as often as may be deemed expedient. No waiver of any event of default hereunder shall 18 extend to or shall affect any subsequent event of default or. shall impair any rights or remedies 19 consequent thereon. 20 21 The SMCRA agrees, to the extent permitted by law, to indemnify the Bank and its directors, 22 officers, employees and agents from and against any losses, claims, damages, liabilities and expenses 23 (including, without limitation; counsel fees and expenses) which may be incurred in connection with 24 enforcement of the provisions of this Resolution and the Series 2006 Bonds. 25 26 SECTION 17. DEFEASANCE. .27 28 (a) The covenants, liens and pledges entered into; created or imposed pursuant to this 29 Resolution may be fully discharged and satisfied with respect to the Series 2006 30 Bonds in any one or more of the following ways. 31 32 (i) by paying the principal of, prepayment premium, if any, and interest on the 33 Series 2006 Bonds when the same shall become due and payable; 'or 34 3 5 (ii) by depositing with an escrow agent certain moneys irrevocably pledged to the 36 payment of the Series 2006 Bonds, which together with other moneys 37 lawfully available therefor, if any, shall be sufficient at the time of such 38 deposit with the escrow agent to pay when due the principal, prepayment 39 premium, if any, and interest due and to become due on' said Series 2006 40 Bonds on or prior to the prepayment date or maturity date thereof, or 41 42 (iii) by depositing with an escrow agent moneys irrevocably pledged to the 4 3 payment of the Series 2006 Bonds, which together with other moneys 4 4 lawfully available therefor, when invested by the escrow agent in direct (M1473643_3) 9 {M1473643_3} 10 1 obligations of the United States of America which shall not be subject to .2 redemption prior to their maturity other than at the option of the. holder thereof, ' will provide moneys which shall be sufficient (as evidenced by a .31 .4 verification report of an independent certified public accountant or firm of 5 accountants) to pay when due the principal, prepayment premium, if any, and 6 interest due and to become due on said Series 2006 Bonds on or prior to the 7 prepayment date or maturity date thereof. 8 9 Upon such payment or deposit with an escrow agent in the amount and manner provided in 10 this Section 17, the Series 2006 Bonds shall be deemed to be paid and shall no longer be deemed to 11 be Outstanding for the purposes of this Resolution and the covenants of the SMCRA hereunder and 12 all liability•of the SMCRA with respect to said Series 2006 Bonds shall cease, terminate and be 13 completely discharged and extinguished and the holders thereof shall be entitled to. payment solely 14 out of the moneys or securities so deposited with the escrow agent; provided, however, that (i) if any 15 Series 2006 Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof 16 shall have been dulyy given in accordance with the provisions of Section 3 hereof and (ii) in the event 17 that any Series 2006 Bonds are, not by their terms subject to redemption with the next succeeding 18 sixty (60).days following a deposit of moneys with the escrow agent in accordance.with this Section, 19 the SMCRA shall have given the escrow agent in form satisfactory to it irrevocable instructions to 20 mail to the Owners of such Series 2006 Bonds at their addresses as they appear on the registration 21. books of the SMCRA, a notice stating that a deposit in accordance with this Section has been made 22 with the escrow, agent and that the Series 2006 Bonds are deemed to have been paid in accordance 23 with this Section and stating such maturity or redemption date upon which moneys are to be 24 available for the payment of the principal of, prepayment premium, if any, and interest on said Series 25 2006 Bonds. 26 27 (b) Notwithstanding the foregoing, all references to the discharge and satisfaction of 28 Series 2006 Bonds, shall include the discharge and satisfaction of any portion of the. 29 Series 2006 Bonds. 30 31 (c) If any portion of the moneys deposited with an escrow agent for the payment of the 32 principal of, redemption. premium, if any, and interest on any portion of the Series 33 2006 Bonds is not required for such purpose, the escrow agent shall transfer to the. 34 SMCRA the amount of such excess. and the SMCRA may use the amount of such 35 excess free and clear of any trust, lien, security interest, pledge or assignment 36 securing said Series 2006 Bonds or otherwise existing under this Resolution. 37 38 SECTION 18. SALE OF SERIES 2006 BONDS. Based upon the uncertainty of the interest 39 rate environment. if sale of the Series 2006 Bonds is delayed, the SMCRA hereby determines the .40 necessity for a negotiated sale of the Series 2006 Bonds. The SMCRA has been provided `all 41 applicable disclosure information required by Section 218.385, Florida Statutes. The negotiated sale 42 of the Series 2006 Bonds is hereby approved to the Bank at a purchase price of $2,730,000. 43 44 . SECTION 19.• AUTHORITY OF OFFICERS. The Chairperson of the SMCRA, any member {M1473643_3} 10 1 of the Board, the SMCRA Clerk, and any other proper official of the SMCRA, are and each of them 2 is hereby authorized and directed to execute and deliver any and all documents and instruments and 3 to do and cause to be done. any and all acts' and things necessary or proper for carrying, out the 4 transaction contemplated by this Resolution and the other documents identified herein. 5. 6 'SECTION 20. SEVERABILITY. In case any one or more of the provisions of this 7 Resolution or of any Series 2006 Bonds issued hereunder shall for any. reason be held to be illegal or. 8 invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the 9 Series 2006 Bonds, but this Resolution and the Series 2006 Bonds shall be construed and enforced as 10 if such illegal or invalid provision had not been contained therein. The Series 2006 Bonds are issued 11 and this Resolution is adopted with the intent that the laws of the State shall govern their 12 construction. 13 :14 SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In 15 any case where the date of maturity of interest on or principal of the Series 2006 Bonds shall not be a 16 Business Day, then payment of such interest or principal need not be made by the SMCRA on such 17 date but may be made on the next succeeding Business Day, but interest' shall accrue from the due 18 : date to the date of actual payment. 19 20 SECTION 22. OPEN MEETING FINDINGS. It is hereby found and determined that all 21 official acts of the SMCRA concerning and relating to the adoption of this Resolution and all prior 22 resolutions affecting the SMCRA's ability to issue the' Series 2006 Bonds were taken in an open 23. meeting of the SMCRA and than all deliberations 'of the SMCRA or. any of its committees that 24 resulted in such official acts were in meetings open to the public, in compliance with all legal 25 requirements, including Section 286.011, Florida Statutes. 26 27 SECTION 23. REPEALING CLAUSE: All resolutions or orders and parts thereof in conflict 28 herewith, to the extent of such conflicts, are hereby superseded and repealed. 29 30 SECTION 24. EFFECTIVE DATE. This Resolution shall take effect immediately upon its 31 passage and adoption. .32 33 34 [Remainder of this page intentionally left blank] (M14736433) to clJ14- N Ts No. R -1 UNITED STATES OF AMERICA STATE OF FLORIDA SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY REDEVELOPMENT REVENUE BONDS ' SERIES 2006 . . Registered Owner: Regions Bank Principal Amount: $2,730,000 KNOW ALL MEN BY THESE PRESENTS, that the South Miami. Community Redevelopment Agency, a Florida a public body corporate and politic(the "SMCRA "), for value received, hereby promises to pay to the Registered Owner shown above, or registered assigns (the "Bank "), from the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of prior prepayment and redemption described in this Series 2006 Bond, this Series 2006 Bond shall mature in accordance with the amortization schedule attached as Schedule 1, with a final maturity on May 1, 2020. Payments due hereunder shall be made no later than 2:00 p.m. on the. date due, free and clear of any defenses, set -offs, counterclaims, or withholding or deductions for taxes. This Series 2006 Bond is issued under authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Part III of Chapter 163, Florida Statutes, as amended, the Interlocal Cooperation Agreement between Miami -Dade County, Florida (the "County "), and the. SMCRA (the "Interlocal Agreement ") Resolution No. R- 931 -06 of the County authorizing.redevelopment revenue bonds (the "County Resolution") pursuant to Section 163.385 Florida Statutes, and Resolution of the SMCRA (the "Bond Resolution "), and is subject to the terms of said Bond Resolution. This Bond is issued for the purpose of financing the acquisition of various properties located within the boundaries of the South Miami Redevelopment Area (as defined in the Interlocal Agreement) and finance community redevelopment costs associated with the Madison. Square Development, legal and, other costs related thereto, and paying costs of issuance of the Series 2006 Bonds. This Series 2006 Bond shall be payable only from the sources identified herein. Subject to adjustment as provided below, this Series 2006 Bond shall bear interest on the outstanding principal balance from its date of issuance at .a fixed taxable rate of interest per annum equal to 5.99% (the "Fixed Interest Rate "). Interest shall be payable quarterly on the first day of each February, May, ,August' and November (the "Interest Payment Dates ") beginning February 1, 2007 as set forth on the Amortization Schedule attached as Schedule 1. "Business Day" means any day other than Saturday, Sunday, or other day on which the Bank is lawfully closed. Interest on this Series 2006 Bond shall be computed on the basis of a 360 -day year based on twelve 30-day -months. . Adjustment of Interest Rate Upon an Event of Default. - In the event an "Event of Default" occurs under the Loan Agreement or as set forth in the Bond Resolution, or if SMCRA should fail to make any of the payments required under the Series 2006 Bonds, the amount so in default shall continue as an obligation of the SMCRA until fully paid and until paid shall bear interest at the greater of the Fixed Interest Rate plus 3 %, or the maximum amount permitted by law (the "Default Rate "). The principal of and interest on this Series 2006 Bond are payable in lawful money of the United States of America by wire transfer or by certified check delivered on or prior to the date due to the registered Owner or its legal representative at the address of the Owner as it appears on the registration books of the SMCRA. (c) The Series 2006 Bonds may be prepaid in whole or in part at any time at the prepayment of par plus the applicable premiums shown below, during the term of Series 2006 Bonds, provided any such prepayment shall be applied in the inverse order of scheduled maturities. Any such prepayment must be accompanied by a prepayment premium equal to the following percentages of the outstanding principal balance prepaid (the "Prepayment Premium "): (i) If prepayment is made in the first year following the date of issuance, five percent (5 %); (ii) If prepayment is made in the second year following the date of issuance, four percent (4 %); (iii) If prepayment is made in the third year following the date of issuance, three percent (3 %); (iv) If prepayment is made in the fourth year following the date of issuance, two percent (2 0/o); (v) If prepayment is made in the fifth year following the date of issuance, one percent (1 %); (vi) If prepayment is made in the sixth year following the date -of issuance and thereafter, no prepayment premium is due. The SMCRA has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from the revenues of the SMCRA, which are legally available for the general lawful purposes of the SMCRA all revenues of SMCRA lawfully available in each fiscal year, including the South Miami Community Redevelopment and Revitalization Trust Fund described in the Interlocal Agreement (the "Fund "), amounts sufficient to pay the principal and interest due on the Series 2006 Bonds in accordance with their terms during such fiscal year. "revenues" means all revenues of the SMCRA derived from any source which are legally available to make the payments required under the Bond Resolution. SMCRA's obligations will be secured by a pledge of the gross tax incremental revenues. "Tax Incremental Revenue" means the.. amount of "Increment 'Revenue" described in Section 163.340(22) Florida Statutes and calculated. pursuant to Section 163.387 Florida Statutes with respect to the SMCRA. THIS SERIES 2006 BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE SMCRA OR A PLEDGE OF THE FAITH AND CREDIT OF THE SMCRA, BUT SHALL BE PAYABLE FROM LEGALLY AVAILABLE REVENUES OF THE SMCRA. THE ISSUANCE OF THIS SERIES 2006. BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE SMCRA TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS SERIES 2006 BOND CONSTITUTE A CHARGE; LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE SMCRA, EXCEPT FOR THE TAX INCREMENTAL REVENUE AND THE HOLDER OF THIS SERIES 2006 BOND . SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The,. original'registered Owner, and each. successive registered Owner of this Series 2006 Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The SMCRA shall. keep books for the registration of Series 2006 Bonds and for the registration of transfers of Series 2006 Bonds as provided in the Resolution. Series 2006 Bonds may be transferred or exchanged upon the registration books kept by the SMCRA, upon delivery to the SMCRA, together with written instructions as to the details of the transfer or exchange, of such Series 2006 Bonds in form satisfactory to the SMCRA and with guaranty of signatures satisfactory to the SMCRA, along..with the social security number or federal employer identification number of any transferee and, if the transferee is a trust, the name and social security or federal tax identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name'of the trustee. The. Series 2006 Bonds may be exchanged for Series 2006 Bonds. of the . same principal amount and maturity and denominations in integral multiples of $100,000 (except that an odd lot is permitted to complete the outstanding principal balance). No transfer or "exchange of any Series 2006 Bond shall be effective,until entered on.the registration books maintained by the SMCRA. 2. The SMCRA may deem and treat the person. in whose name any Series 2006 Bond shall be registered upon the, books of the SMCRA as the absolute Owner of such Series 2006 Bond, whether such Series 2006 Bond shall be overdue or not, for the purpose of. receiving payment of, or on account of, the principal of and interest on such Series 2006 Bond as they become due, and for'all other purposes. All such payments so made to any 'such Owner or upon his order 3 shall be valid and effectual to satisfy and. discharge the liability upon such Series 2006 Bond to the extent of the sum or, sums so paid. 3. In all cases in which the privilege of exchanging Series 2006 Bonds or transferring Series 2006 Bonds is exercised, the SMCRA shall execute and deliver Series 2006 Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Series 2006 Bonds, but the SMCRA may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. The SMCRA shall not be required to tran sfer or exchange Series 2006 Bonds for a period of fifteen (15) days next preceding an interest payment date on such Series 2006 Bonds. 4. All Series 2006 Bonds, the principal and interest of which has been paid, either at or prior to maturity, shall be delivered to the SMCRA when such payment is made, and shall thereupon be cancelled. In case part, but not all of an outstanding Series 2006 Bond shall be prepaid, such Series 2006 Bond shall not be surrendered in exchange for a new Series 2006 Bond. It is hereby certified and recited that all acts, conditions and things required to happen, to exist and to be performed precedent to and for the issuance of this Series 2006 Bond have happened, do exist and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Florida applicable thereto. IN WITNESS WHEREOF, the SMCRA has caused this Series 2006 Bond to be executed by the manual or facsimile signature of its Chairperson and of the SMCRA Clerk, and the Seal of the SMCRA; Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, all as of the _ day of November, 2006. Chairperson South Miami Community Redevelopment Agency, a. Florida a public body corporate and politic By: (SEAL) 4 Clerk ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor "), hereby sells, assigns and transfers unto (Please insert name and Social Security or Federal Employer identification number of assignee) the within Series 2006 Bond and all rights thereunder, and hereby irrevocably, constitutes' and appoints (the "Transferee ") as attorney to register the transfer of the within Series 2006 Bond on the books kept for registration thereof, with full power of substitution in the premises. Date Social Security Number of Assignee Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company NOTICE: No transfer will be registered and no new Series 2006 Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Series 2006 Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. The following abbreviations, when used in the inscription on the face of the within Series 2006 Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UNIF GIF MIN ACT - , (Cust.) Custodian for , (Minor) TEN ENT - as tenants b : under Uniform Gifts to Minors ' the entirety . Act of (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above . 5 Schedule "1" Amortization Schedule oBOCA:126592 v2a Amortization Schedule Borrower: 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:. 11/15/06 ,Assumed Year for Calculating Per Diem:: 360.00 Days Days in Year for Calculating Payment: 365.00 Days Quarterly Payment (P &q: $74,443.32 Annual Sum of Payments: $297,773.28 Payment Payment Elapsed Beginning Payment Interest' Principal Ending Number Due Date Days Balance Amount Accrued Due Balance 1.00 01- Feb-07 78.00 2,730,000.00 74,443.32' 35,430.85 39,012.47 2,690,987.53 2.00 01- May -07 89.00 2,690,987.53. 74,443.32 39,849.79 34,593.53. 2,656,394.00 3.00 01- Aug -07 92.00 2,656,394.00 74,443.32 40,663.49 33,779.83 2,622,614.17 4.00 01- Nov -07 92.00 2,622,614.17 74,443.32 40,146.39 34,296.93 2,588,317.24 5.00 01- Feb -08 92.00 2,588,317.24 74,443.32 39,621.39 34,821.93 2,553,495.31 6.00 01- May -08 90.00 2,553,495.31 74,443.32 38,238.59 36,204.73 2,517,290.58 7.00 01- Aug -08 92.00 2,517,290.58 74,443.32 38,534.12 35,909.20 2,481,381.38 8.00 01- Nov -08 92.00 2,481,381.38 74,443.32 37,984.43 36,458.89 2,444,922.50 9.00 01- Feb-09 92.00 2,444,922.50 .74,443.32 37,426.33 37,016,99 2,407,905.51 10.00 01- May -09 89.00 2,407,905.51 74,443.32 35,657.74 38,785.58 2,369,119.93 11.00 01- Aug -09 92.00 2,369,119.93 74,443.32 36,265.96 38,177.36 2,330,942.57 12.00 01- Nov -09 92.00 2,330,942.57 74,443.32 35,681.55 38,761.77 2,292,180.80 13.00 01- Feb-10 92.00 2,292,180.80 74,443.32 35,088.19 39,355.13 2,252,825.67 14.00 01- May -10 89.00 2,252,825.67 74,443.32 33,361.22 41,082.10 2,211,743.57 15.00 01- Aug -10 92.00 2,211,743.57 74,443.32 33,856.88 40,586.44 2,171,157.13 16.00 01- Nov -10 92.00 2,171,157.13 74,443.32 33,235.59 41,207.73 2,129,949.40 17.00 01- Feb-11 92.00 2,129,949.40 74,443.32 32,604.79 41,838.53 2,088,110.87 18.00 01- May -11 89.00 2,088,110.87 74,443.32 30,922.02 43,521.30 2,044,589.57 19.00 01- Aug -11 92.00 2,044,589.57 74,443.32 31,298.12 43,145.20 2,001,444.38 20.00 01- Nov -11 92.00 2,001,444.38 74,443.32 30,637.67. 43,805.65 1,957,638.72 21.00 01- Feb-12 92,00 1,957,638.72 74,443.32 29,967.10 44,476.22 1,913,162.50 22.00 01- May -12 90.00 1,913,162.50 74,443.32 28,649.61 45,793.71 1,867,368.79 23.00 01- Aug -12 92.00 1,867,368.79 74,443.32 28,585.27 , 45,858.05 1,821,510.74 24.00 01- Nov -12 92.00 1,821,510.74 74,443.32 27,883.28 46,560.04 1,774,950.70 25.00 01- Feb-13 92.00 1,774,950.70 74,443.32 27,170.55 47,272.77 1,727,677.93 26.00 01- May -13 89.00 1,727,677.93 74,443.32 25,584.51 48,858.81 1,678,819.12 27.00 01- Aug -13 92.00 1,678,819.12 74,443.32 25,698.99 48,744.33 1,630,074.79 28.00 01- Nov -13 92.00 1,630,074.79 74,443.32 24,952.82. 49,490.50• 1,580,584.29 29.00 01- Feb-14 92.00 1,580,584.29 74,443.32 24,195.23 50,248.09 1,530,336.21 30.00 01- May -14 89.00 1,530,336.21 74,443.32 22,662.15 51,781.17 1,478,555.04 31.00 01- Aug -14 92.00 1,478,555.04 74,443.32 22,633.39 51,809.93 1,426,745.11. 32.00 01- Nov -14 92.00 1,426,745.11 74,443.32 21,640.30 52,603.02 1,374,142.09 33.00 01- Feb-15 92.00 1,374,142.09 74,443.32 21,035.06 53,408.26 1,320,733.83 34.00 01- May -15 89.00 1,320,733.83 74,443.32 19,558.23 54,885,09 1,265,848.74 35.00 01- Aug -15 92.00 1,265,848.74 74,443.32 19,377.33 55,065,99 1,210,782.76 36.00 01- Nov -15 92.00 1,210,782.76 74,443.32 18,534.39 55,908.93 1,154,873.83 37.00 .01- Feb-16 92.00 1,154,873.83 74,443.32 17,678.55 56,764.77 1,098,109.06 38.00 01- May -16 90.00 1,098,109.06 74,443.32 16,444.18 57,999.14 1,040,109.92 39.00 01- Aug -16 92.00 1,040,109.92 74,443.32 15,921.77. 58,521.55 981,588.38 40.00 01- Nov -16 92.00 981,588.38 74,443.32 15,025.94 59,417.38 922,170.99 41.00 01- Feb-17 92.00 922,170.99 74,443.32 14,116.39 .60,326.93 861,844.06 42.00 01- May -17 89.00 861,844.06 74,443.32 12,762.71 61,680.61 800,163.45 43.00 . 01- Aug -17 92.00 800,163.45 74,443.32 12,248.72 62,194.60 737,968.86 44.00 01- Nov -17 92.00 737,968.86 74,443.32 11,296.66' 63,146.66 674,822.20 45.00 01- Feb-18 92.00 674,822.20. 74,443.32 10,330.03 64,113.29 610,708.91 46.00 01- May -18 89.00 610,708.91 74,443.32 9,043.75 65,399.57 545,309.34 47.00 01- Aug -18 92.00 545,309.34 74,443.32 8,347.47 66,095.85 479,213.50 48.00 01- Nov -18 92.00 479,213.50 74,443.32 7,335.69 67,107,63 412,105.87 .49.00 01- Feb-19 92.00 412,105.87 74,443.32 6,308.43 68,134.89 343,970.97 50.00 01- May -19 89.00 343,970.97 74,443.32 5,093.73 69,349.59 274,621.39 51.00 01- Aug -19 92.00 274,621.39 74,443.32 4,203.84 70,239.48 204,381.91 52.00 01- Nov -19 92.00 204,381.91 74,443.32 3,128.63 71,314.69 133,067.22 53.00 01- Feb-20 92.00 133,067.22 74,443.32 2,036.96 72,406.36 60,660.87 54.00 01- May -20 90.00 60,660.87 61,569.26 908.40 60,660.87 0.00 Total Loan Payments: 4,007,065.22 Total Interest Paid: 1 ,277,065.22 Total Principal Repaid: 2,730,000.00 BOND PURCHASE AND LOAN AGREEMENT THIS BOND PURCHASE AND LOAN AGREEMENT (the "Agreement'') is.made as, of the day of November, 2006, by and between REGIONS BANK, whose address is 2800 Ponce de Leon Boulevard, 9�h Floor, Coral Gables, Florida 33134 and/or its assigns (the "Bank ") and South Miami Community Redevelopment Agency, a Florida public body . corporate and politic (the "Borrower"). All capitalized terms used but not defined herein shall have the.meanings set forth in the Term Loan Proposal by and between the parties dated as of October 12, 2006 (the "Loan Proposal"). RECITALS: 1. Borrower has requested the Bank to make a loan to Borrower to acquire various properties located within the boundaries of the South-Miami Redevelopment Area (as defined in the Interlocal Cooperation Agreement (the " Interlocal Agreement ") between Miami -Dade County, Florida (the "County "), borrower and the City of South Miami (the "City "), for further development as part of Borrower's Madison Square project. 2. Borrower has agreed to secure the repayment of the Loan to the Bank from the Tax Incremental Revenues ; and 3. The Bank has agreed to make and Borrower has agreed to accept the Loan, subject to the terms, provisions and conditions hereinafter set forth. In consideration of the mutual covenants, terms and conditions hereinafter contained, the Bank and the Borrower HEREBYAGREE AS FOLLOWS: 1. The Loan. The Bank agrees to lend to Borrower and Borrower agrees to borrow from the Bank (the "Loan") Two Million Seven Hundred Thirty Thousand Dollars ($2,730,000) (the "Loan Amount ') as follows in the form of a taxable term loan. (a) Bond. The Borrower agrees to issue bonds, (the "Bonds') in the form attached as Exhibit "A" hereto, the terms of which are hereby incorporated by reference and made a part hereof. (b) Security. The obligations of the Borrower hereunder and under the Bond constitute special limited obligations of the Borrower and will be secured by a pledge of the gross . tax incremental revenues. For purposes of this Agreement, "Tax Incremental Revenue" means the amount of "Increment Revenue" described in Section 163.340(22) Florida Statutes and calculated pursuant to Section 163.387 Florida Statutes with respect to Borrower. Borrower covenants to budget and apply the Available Revenues for the repayment of the Loan. The Borrower will supply a Resolution of the Board of SMCRA (the "Resolution "), for the benefit of the Bank, to budget and apply in each fiscal year sufficient money, including, without limitation,. the Available Revenues, to provide for repayment of the Bonds evidencing the Loan until the . Loan is fully repaid (collectively, the "Pledged Funds "). "Available Revenues" means all revenues of the Borrower, which are legally available for the general lawful purposes of the -1- Borrower,. including the South Miami Community Redevelopment and. Revitalization Trust Fund described in the Interlocal Agreement (the "Fund"). The Bonds must be issued by the Borrower, and the proceeds of the Loan used by the Borrower..pursuant to the terms of the Resolution. (c) Maturity Date. The Loan shall be payable as to principal and interest in accordance with the amortization schedule attached the Bonds as Schedule' 1. In any event, the final maturity date of the Loan shall be May 1; 2020 and all indebtedness under this Loan Agreement must be paid in full on that date. 2. TERM. This Agreement shall be effective, and the parties' obligations hereunder shall arise as of November 15, 2006 (the "Effective Date ") and will terminate upon the earliest to occur of any of the following events: (a) The payment by the Borrower of all payments required to be paid by the Borrower hereunder and under the Bonds; or (b) The Borrower exercising its right of prepayment as set forth in the Bonds and payment in full of the amounts due under the Bonds and all other amounts payable hereunder. 3. PAYMENTS. (a) Payment and Other Obligations Hereunder. The Borrower shall pay all sums due hereunder and under the Bonds when due. Payments shall be applied first to interest accrued on the Loan and then to the payment of principal. The Borrower may prepay the Bonds in whole or in part at any time during the term of Bonds, provided any such prepayment shall be applied in the inverse order of scheduled maturities and provided further, that any such prepayment must be accompanied by a prepayment premium equal to the following percentages of the outstanding principal balance prepaid, plus accrued interest on the amount prepaid to the prepayment date. (i) If prepayment is made in the first year following the Effective Date, five percent (5 %); (ii) If prepayment is made, in the second year following.the Effective Date, four percent (4 %); (iii) If prepayment is made in the third year following the Effective Date, three percent (3 %); (iv) If prepayment is made in the fourth year following the Effective Date, two percent (2 %); (v) If prepayment is made in the fifth year following the Effective Date, one percent (1 %); (vi) If prepayment is made in the sixth year following the date of issuance and thereafter, no prepayment premium is due. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE BORROWER, THE CITY OF SOUTH MIAMI, MIAMI -DADE COUNTY, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BOND. -2- (b) Interest Rate. The interest on the Bonds will be payable quarterly, commencing February 1, 2007, at a fixed taxable rate of interest per annum equal to 5.99 %. (c) Default Rate. In the event the Borrower should fail to make any of the payments required under the Bonds and this Agreement, the amount so in default shall continue as an obligation of the Borrower until fully paid and until paid shall bear interest at the greater of the interest rate contained in Section 3(b) plus 3 %, or the maximum amount permitted by law (the "Default Rate"). (d) Payments to be Unconditional. The obligation of the Borrower to make payments under the Bond, and to perform and observe the covenants and agreements contained in this Agreement and the Bonds, shall be absolute and unconditional in all events. The Borrower shall not assert any right of setoff, counterclaim, or abatement against the Bank with respect to its obligations hereunder. 4. REPRESENTATIONS OF THE BORROWER. The Borrower represents, covenants and warrants to the Bank as follows: (a) The Borrower is authorized under the Constitution and laws of the' State of Florida to execute and deliver the Bonds and to enter into this Agreement and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Borrower is authorized by the Florida Statutes, as amended, to borrow money, and contract loans, from time to time. (b) The execution and delivery of this Agreement and the Bonds by the Borrower has been duly authorized by all necessary action of the governing body of the Borrower, and the Borrower has obtained such other approvals and consents as are necessary to consummate the transactions contemplated hereby and thereby; including, without limitation, the approval's of the City of South Miami and Miami -Dade County. The Borrower further represents, covenants and warrants that all requirements have been met, and procedures have occurred, necessary to ensure the enforceability of this Agreement and the Bonds against the Borrower, in accordance with their respective terms, except as the enforceability, thereof may be limited by applicable bankruptcy, insolvency or other. similar laws affecting the enforcement of creditors' rights or by general principles of equity. (c) The Borrower will promptly and duly execute and cause to be filed with the appropriate parties and deliver to the Bank such further documents, instruments and assurances and take such further action at the expense of the Borrower, as the Bank may from time to time reasonably request in order. to carry out the intended purpose of this Agreement and to secure the interest of the Bank in the Pledged Funds. (d) This Agreement is based upon the accuracy of the Borrower's representations and financial statements, any loan application and all additional information,, representations, exhibits and other matters submitted to the Bank for its consideration, including without limitation, the Loan Proposal. The Bank shall have the option to declare this Agreement to be breached if there, shall have been any material misrepresentation or misstatement or any -3- material error in anything submitted to the Bank, or if there:is a material adverse change in the state of facts submitted to the Bank, or Borrower's status as a public body corporate and politic or Borrower has become insolvent,. 5. COVENANTS OF THE BORROWER. (a) Financial Reporting. The Borrower shall comply with the following financial reporting requirements, together with any other information the Bank may reasonably request: i. Borrower Financial Statements. During the term of the Loan, Borrower must provide an audited fiscal year -end financial statement within two hundred ten (2 10) days after the end of each of Borrower's fiscal years. ii. Borrower Budget. Borrower must provide the its annual budget to Bank within 30 days of adoption which must contain a line item or footnote stating the obligations of the Borrower in connection with the Loan. (b) Operating Account. During the term of the Loan, Borrower shall establish and maintain an operating account with the Bank. (c) Auto Debit. During the term of the Loan; Borrower shall provide to Bank all necessary information and authority for Bank to "auto- debit" said account for the. quarterly payments due on the Loan. (d) Debt Service Coverage Ratio. Issuer shall at all times maintain a Debt Service Coverage Ratio of not less than 1.00 to 1.00 as determined by the Bank measured annually. "Debt Service Coverage Ratio" means for each Fiscal Year the ratio that Borrower's annual earnings before interest, taxes, depreciation,.and amortization ( "EBITDA ") bears to its annual debt service (both interest and principal payments) on all indebtedness of Borrower. 6. FEES; LIENS. . (a) . Fees. The Borrower shall reimburse the Bank, solely from the Pledged Funds, for all recording, documentary stamp and other fees, if any not to exceed $5,000.00 arising at any time prior to or during the term of this Agreement, or upon or relating to the Bonds, the Pledged Funds or this Agreement plus $5,000 for the Bank's legal counsel fees. In the. event of a default, the Borrower shall pay. the Bank's reasonable attorneys' fees, court costs and other related collection expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for appeals, and any anticipated post judgment collection services, in addition to all other sums provided by law. (b) Liens. The Borrower shall create no liens, levies or encumbrances upon the Pledged Funds or the Bank's rights under the Pledged Funds, except as set forth below. 152 (c) Additional Bonds. The Borrower may not incur additional indebtedness, except as provided in this Section 6(c). Borrower may.issue "additional parity Bonds" after the issuance of the Bonds, payable on a parity with the Bonds out of Pledged Funds, only if the, following conditions are satisfied: (i) The Borrower 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 this Agreement and the Bonds and the Borrower must be currently in compliance with the covenants and provisions of the Loan and the Bonds and any supplemental resolution adopted for the issuance of additional parity bonds, unless upon the issuance of such additional parity bonds the Borrower will be in • compliance with all such covenants and provisions; (ii) The amount of the EBITDA of the Borrower as certified by an independent certified public accountant during the immediately preceding fiscal year or any twelve (12) consecutive months selected by the Borrower 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 (1.) the principal amount of the Bonds originally issued pursuant to this Agreement and then outstanding, (2.) any additional parity bonds theretofore issued and then outstanding, and (3.) the additional parity bonds then proposed to be issued; (iii) The Borrower need not comply with subparagraph (ii) above if and to the extent the additional parity bonds to be issued are refunding bonds, that is, delivered in lieu of or in substitution for or to retire the Bonds or previously issued additional parity bonds, if the Borrower shall cause to be delivered a certificate of the Executive Director of the Borrower setting forth (1.) the maximum annual debt service (A) with respect to the bonds of all series outstanding immediately prior to the date of authentication fu .and delivery of such rending bonds, and (B) with respect to the bonds of all series to be outstanding immediately thereafter, and (2.) that the maximum annual debt service set forth pursuant to (B) above is no greater than that. set forth pursuant to (A) above; (iv) The City and the County shall have approved the issuance of such additional parity Bonds. 7. SUBSEQUENT ASSIGNMENT BY BANK. This Agreement and the Bonds, and the rights of the Bank hereunder may be assigned and reassigned in whole to one or more assignees or sub- assignees by the Bank, its assignees, or its sub - assignees at any time without the necessity of obtaining the consent of the Borrower. The Bank agrees to give written notice of assignment to the Borrower and upon receipt of such notice all payments shall be made to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or. -5- counterclaim whatsoever (whether arising from a breach of this Agreemenf or otherwise) that the Borrower may from time to time have against the Bank or theBank's assignees. The Borrower agrees to execute all documents,. which may reasonably be requested by the Bank, its assignees, or sub - assignees to protect their interests hereunder. Upon the occurrence of any such assignment by the Bank, the assignee or sub - assignee may take any action permitted to be taken by the Bank and enforce all rights accorded to the Bank hereunder or under the Bonds. The Borrower.may conclusively rely upon any written notice of assignment duly executed by a vice - president of the Bank and from and after the date of such notice may make all payments under the Bonds -to the assignee named in such notice. 8. EVENTS OF DEFAULT AND REMEDIES. (a) Events of Default. The following shall be "events of default" under this Agreement and the terms "event of default" and "default" shall mean, whenever they are used in this Agreement, any one or more of the following events: (1) failure of the Borrower to pay when due any amount required to be paid pursuant to the Bonds or under this Agreement; (2) failure of the Borrower to comply with any of its obligations under this Agreement; . (3) failure by the Borrower to observe and perform any other covenant, condition or agreement on its part to be observed or performed hereunder or in the Bonds and. such failure shall continue unremedied for a period often (10) days after written notice from the Bank to the Borrower specifying such failure and requesting that it be remedied (notwithstanding the foregoing, the Borrower shall not be deemed in default hereunder if such default can be cured within 'a reasonable period of time and if the Borrower in good faith institutes curative action and diligently pursues such action until the default'has been corrected); or (4) dissolution or liquidation of the Borrower, or the filing by the Borrower of a voluntary petition in bankruptcy, or the commission by the Borrower of any act of bankruptcy, or adjudication of the Borrower as bankrupt; or assignment by the Borrower for the benefit of its creditors, or appointment of a receiver for the Borrower, or the entry by the Borrower into an agreement'with its creditors for the readjustment of debt, or the approval by a court of competent jurisdiction of a petition applicable to the Borrower in any proceeding for its reorganization instituted under the provisions of the federal Bankruptcy Act, as amended, or under similar act in any jurisdiction which may not be in effect or hereafter enacted. (b) Remedies on Default. Whenever any event of default shall have occurred and be continuing for a period of ten (10) or more days, the Bank shall have the right, at its sole option without any further demand or notice, to exercise the following remedies: (1) Declare the principal amount of the Bond then outstanding to be immediately due and payable, and upon such declaration the said principal, together with interest accrued thereon, and all amounts due hereunder shall become due and payable immediately with S� interest thereon at the Default Rate from the date of such acceleration until paid (both before and after judgment), (2) exercise any right, remedy or privilege which may available to it under applicable laws of the State of Florida or any other applicable -law or proceed by appropriate court action, writ of mandamus or other proceedings in any court to enforce the terms of this Agreement, or to recover damages for the. breach of this Agreement or to rescind this Agreement, or (3) enforce, compel or exercise any right, remedy or privilege available to the Borrower under the Bonds. (c) No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bank is intended to be exclusive and 'every such remedy shall be cumulative and shall, be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power.or.shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. (d) Borrower agrees, to the extent permitted by law, to indemnify the Bank and its directors, officers, employees and agents from and against any losses, claims, damages, liabilities and expenses (including, without limitation, counsel fees and expenses) which may be incurred in connection with enforcement of the provisions of this Agreement, the Bond Resolution and the Bonds. 9. NO RECOURSE AGAINST THE BORROWER'S OFFICERS. (a) No member, officer, official, agent, employee or attorney of the Borrower shall be individually or personally liable for any payment on the obligations hereunder or be subject to any personal liability or accountability by reason of the issuance of the Bonds. (b) Notwithstanding anything to the contrary contained herein or in any other instrument or document executed by or on behalf of the Borrower in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement, or obligation of any present or future member, officer, official, employee, agent or, attorney of the Borrower,, or of any incorporator, member, director, trustee, officer, official, employee, agent or attorney of any successor to the Borrower, in any such person's individual capacity, and no such person, in his individual capacity; shall. be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the Bond or for any claim based.thereon or on any such stipulation, covenant, agreement, or obligation, against any such person, in his individual capacity; either directly or through the Borrower or any successor to the Borrower, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and. released. -7- (c) Notwithstanding anything to the contrary contained herein or in any other instrument or document executed by or on behalf of the Borrower in connection herewith, (i) the Borrower shall have no obligation to take action under this Agreement or such other instruments or documents, unless the Borrower is reasonably requested in writing by an appropriate person to take such action, (ii) neither the Borrower nor anyofficer, official, member, employee, agent or attorney of the Borrower shall be personally liable to the Bank or any other person for any action taken by the Borrower or by its members, officers, agents, officials, employees or attorneys or for any failure to take action under this Agreement or such other instruments or documents, except that the Borrower agrees to take, or to refrain from taking, any action if so required by an injunction, other court order or judgment, or if required to comply with any final judgment and (iii) any judgment rendered against the Borrower for breach of its obligations under this Agreement or such other instruments or documents, shall be payable solely from the Pledged Funds. 10. CAPITAL ADEQUACY. If, after the date of this Agreement, the Bank shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with, the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital, on this credit facility or otherwise, as a consequence of its obligations hereunder and under the Bonds to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, promptly upon demand by the Bank, the Borrower hereby agrees to pay the Bank such additional amount or amounts as will compensate.the Bank for such reduction, provided that following such notice and demand by the Bank, the Borrower may elect to prepay the Bonds, subject to any applicable prepayment premium. A certificate of the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. 11. MISCELLANEOUS. (a) Notices. All notices (excluding billings and communications in the ordinary course of business) hereunder shall be deemed sufficiently given or served if given by confirmed facsimile transmission or in writing, sent by certified mail, return receipt requested, or by courier or hand delivery addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the other party; and shall be effective from,the date of mailing. (b) Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Bank and the Borrower and their respective successors and assigns. (c) Severability; Survival. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the -8- extent of such prohibition or unenforceability without invalidating the remaining provisions, hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Borrower hereby waives any provision of law, which renders any provision hereof prohibited or unenforceable in any respect. The representations, warranties and covenants of the Borrower herein shall be deemed to be continuing and to survive the closing hereunder. (d) Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles. (f) Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (g) Entire Agreement. This Agreement and the Bonds constitute the entire agreement between the Bank and the Borrower. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific. instance and for the specific purpose given. There are no understandings, agreements, representations or Warranties, express or implied, not specified herein regarding this Agreement or the Bonds. The Borrower by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. [SIGNATURES CONTAINED ON FOLLOWING PAGES] M i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of date above written. Signed in the presence of two . BORROWER: WITNESSES: South Miami Community Redevelopment Agency, a Florida a public body corporate and politic Print Name: By: Print Name: Name: Title: STATE OF FLORIDA SS: COUNTY OF The foregoing instrument was acknowledged before me this day of November, 2006, by , as of South Miami Community Redevelopment Agency, a Florida a public.body corporate and politic, who is ❑ personally known to me or ❑ has produced as identification. Notary Public Seal Print Name My Commission Expires: _ Signed in the presence of two LENDER: WITNESSES: REGIONS BANK Print Name: By: Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of November, 2006, by LANCE AYLSWORTH, as Vice President of REGIONS BANK, who is ❑ personally known to me or has produced as identification. Notary Public Seal Print Name My Commission Expires: -11- CLERK'S CERTIFICATE The . undersigned, Clerk of The South Miami Community Redevelopment Agency ( SMCRA), certifies as follows in connection with the issuance of Taxable Redevelopment Revenue Bonds, Series. 2006 (the "Bonds "), of the South Miami Community Redevelopment Agency, in the aggregate principal amount of $2,730,000: 1. That Horace Feliu is the duly appointed Chairperson of the South Miami Community Redevelopment Agency. His signature as set forth below is true and genuine: Horace Feliu 2. Resolution No. R- 931 -06 adopted by Miami -Dade County (the "County ") on September 12, 2006, and the Interlocal Cooperation Agreement between the County, and the SMCRA (the " Interlocal Agreement ") are in full force and effect and have not been modified, amended, or repealed since their respective dates. 3. Resolution No.: adopted by The . South Miami Community Redevelopment Agency on November 13, 2006 is in full force and effect and has not been modified, amended, or repealed since its date. 4. All actions of the SMCRA have been duly taken and authorized by all necessary action by SMCRA and its board of directors. 5. No action challenging the issuance of the Bonds.has been commenced by service on the Chairperson of the South Miami Community Redevelopment Agency or any other official of the South Miami Community Redevelopment Agency. 6. There is no litigation pending or threatened affecting the existence or the power of the SMCRA 'or the rights or actions of the officers or board members of the SMCRA. Clerk of South Miami Community Redevelopment Agency Date: 1 [(BOCA:126934 v3» November , 2006 South Miami Community Redevelopment Agency Regions Bank Coral Gables, Florida Re: $2,730,000 South Miami Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2006 (Taxable) I have acted as counsel to the South Miami Community Redevelopment Agency (the "SMCRA ")- in connection with the issuance by the SMCRA of its $2,730,000 Redevelopment Revenue Bonds, Series 2006 initially issued and delivered on this date (the "Bonds ") pursuant to the Constitution and laws of the State of Florida, including particularly Part III of Chapter 166, Florida Statutes, as amended; and other applicable provisions of law (collectively, the "Act "), the Interlocal Cooperation Agreement between Miami -Dade County, Florida (the "County "), and the SMCRA (the "Interlocal Agreement "), Resolution No. R- 931 -06 of the County to issue redevelopment revenue bonds (the "County Resolution ") pursuant to Section 163.385 Florida Statutes, Resolution of the SMCRA, adopted on November 13, 2006 (the "Bond Resolution "). I have examined the. Act, the Bond Resolution and such, certified copies of the proceedings of the SMCRA and of such other documents as I have deemed necessary to render this opinion. As to the questions of fact material to my opinion, I have relied upon representations of the SMCRA contained in the Bond Resolution and in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify such representations by independent investigation. Based on the foregoing, I am of the opinion that, under existing law: 1. The SMCRA is duly created and validly existing as a Florida public body corporate and politic agency under the Constitution and laws of the State of Florida, with the power to adopt the Bond Resolution, to perform its obligations thereunder and to issue the Bonds. . South Miami Community Redevelopment Agency Regions Bank November 12006 Page 2 2. The Bond Resolution has been "duly adopted by the SMCRA and constitutes a valid and binding obligation of the SMCRA, enforceable in accordance with its terms. 3. The issuance and sale of the Bonds has been duly authorized by the SMCRA. The Bonds constitute valid and binding limited obligations of the SMCRA, payable in accordance with, and as limited by, the terms of the Bond. Resolution, solely from legally available revenues (as defined in the Bond Resolution) of the SMCRA budgeted and appropriated annually by the SMCRA for such purpose. The Bonds do not constitute a debt of the SMCRA within the meaning of any constitutional or' statutory provision, or a pledge of the faith and credit of the SMCRA. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatsoever therefor nor shall the Bonds constitute a charge, lien or , encumbrance, legal or equitable, upon the property of the SMCRA, other than the Tax Incremental Revenues, and the owners of the Bonds shall have no recourse to any taxing power of the SMCRA. This opinion is qualified to the extent that the rights of the holders of the Bonds, and the enforceability of the Bonds and the Bond Resolution may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, now or hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance with equitable principles. Respectfully submitted, 44BOCA:126594 'v5)) NEGOTIATED SALE DISCLOSURE AND TRUTH -IN- BONDING STATEMENT The undersigned authorized officer of Regions Bank (the "Bank "), as purchaser of the South Miami Community Redevelopment Agency (the "Issuer ") $2,730,000 Taxable Bond, Series .2006 (the "Taxable Bond" or the "Bond"), issued pursuant to .a Bond Purchase and Loan Agreement, dated as of November 2006 (the "Purchase Agreement "), between'the Issuer and the Bank, hereby states to the Issuer and pursuant 'to Section 218.385, Florida Statutes, as amended, as follows: 1. The estimated expenses and the amounts thereof to be incurred by the Bank in connection with the purchase of the Bond are as follows: Nature of Expenses Estimated Amounts Out -of- pocket expenses $ 2. To the knowledge of the Bank,, no "finders," as defined in Section 218.386, Florida Statutes, as amended, have entered into an understanding with either the Issuer or the' Bank, or both, for ' any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the sale and purchase of the Bond. 3. No fee, bonus or other compensation will be paid by the • Bank in connection with the purchase of the Bond to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386, Florida Statutes, as amended), except as specifically enumerated as expenses. to be incurred by the Bank and set forth in paragraph 1 above. 4. The name and address of the original purchaser is:, Regions Bank 2800 Ponce de Leon Blvd., 9'h Floor Coral Gables, Florida 33134 Attention: Mr. Lance Aylsworth 5. The Issuer is proposing to issue the Bond to: (i) finance the acquisition of various properties located within the boundaries .of the South Miami Redevelopment Area and finance community redevelopment costs associated with. the Madison Square Development; and (ii) pay certain costs.of issuance. 6. The Bond is expected to be repaid over a period of 14 years. At a projected interest rate of 5.99 %, the total interest expected to be paid over the term of the Taxable Bond will be approximately $ 1,277,065.22. The Bond will be a special limited obligation of the Issuer payable from Available Revenues, as such term is defined in the Purchase Agreement and such Available Revenues will not be available to finance other services of the Issuer each year for the term of the Bond [This is required by §218.385(3), F.S.I. 4(BOCA:92378 v2» 11111' 1001 Making our Neighborhood a Great Wage to Live Work and Mayo To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Executive Direc r RESOLUTION Date: November 13, 2006 ITEM No. AUTHORIZATION TO PURCHASE 6411 SW 59r" PLACE A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO REAL PROPERTY; AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AN OPTION AGREEMENT TO PURCHASE 6411 SW 59th PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO NO. 09- 4025- 010 -0290 FROM THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES FOR A TOTAL PURCHASE PRICE OF`$25,000 IN ADDITION TO THE CITY OF SOUTH MIAMI FORGIVING ALL LIENS ' ASSESSED AGAINST THE PROPERTY; 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 the purchase of property required for development of Madison Square. Staff subsequently obtained appraisals for all required properties including 6415 SW 591h Place which is located on the eastern portion of the proposed Madison Square Site (See Exhibit 1). Based on a 2005 property appraisal for 6411 SW 59th Place, the appraised value for the property was estimated to be $8,000. The current Miami -Dade County assessed value for the 6411 SW 590' Place is $38,500 (See Exhibit 2). It should be noted that the property appraisal received by the SMCRA for the identical adjacent vacant lot (6415 SW 59th Place) is $38,500. 6411 SW 59th Street is the last remaining property requiring a purchase contract to complete acquisition, of the eastern portion of the Madison Square site. During the September 11, 2006 Meeting, the Board authorized purchase the adjacent property located at 6415 SW 59th Place with the condition that the seller of 6415 SW 59th Place relinquish all attempts to purchase 6411 SW 59th Place. The current legal entity ( "Receiver ") of 6411 SW 591h Place is the Florida Department of Financial Services. The Florida Department of Financial Services has offered to sell 6411 SW 59th Place to the SMCRA fora total purchase price of $25,000 in addition to the City of South Miami forgiving all City liens assessed against with the property (See Exhibit 3). The current lien total accrued against 6411 SW 59th Place is $185,123.20, (See Exhibit 4). Approval of the attached resolution will authorize the Executive Director to enter into an option agreement with the Florida Department of Financial Services to purchase 6411 SW 59" Place for purchase price of $25,000 in addition to the City of South Miami forgiving all City of South Miami liens against the property. RECOMMENDATION Staff recommends approval of the attached resolution authorizing the Executive Director to enter into an option agreement with the Florida Department of Financial Services to purchase of 6411 SW 59h Place for a purchase price of $25,000 and a forgiveness of all City liens associated with the property. Attachments: Draft Resolution Miami -Dade County Property Assessment Letter From The Florida Department of Financial Services City of South Miami Lien List for 6411 SW 59'h Place YSMISD MCGRUFFIPLANNINGIC R A\Authorization to Purchase 6411 1 RESOLUTION NO. 2 3 A RESOLUTION. OF THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO REAL; PROPERTY; 5 AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AN 6 OPTION AGREEMENT : TO PURCHASE 6411 SW 591h PLACE, SOUTH 7 MIAMI, FLORIDA BEARING FOLIO NO. 09- 4025 - 010 -0290 FROM . ,THE 8 FLORIDA DEPARTMENT OF FINANCIAL SERVICES FOR A TOTAL 9 PURCHASE PRICE OF $25,000 IN. ADDITION TO THE CITY OF SOUTH 10 MIAMI `FORGIVING ALL LIENS . ASSESSED AGAINST THE PROPERTY; 11 AND PROVIDING AN EFFECTIVE DATE. 12 13 14 WHEREAS, during the April 11, 2005 Meeting, the SMCRA Board 15 .,authorized. the Executive Director to obtain appraisals and to negotiate the 16 purchase of properties required for the development of the Madison Square 17 Project; and 18 19. WHEREAS, .the appraised property value received for 6411 SW, 59`h 20 . Place is $8,000 and the assed property value determined.by Miami -Dade County 21 assessed property value.is $38,500; and 22 23 WHEREAS; the appraised property value received for the identical 24 adjacent vacant lot located at 6415 SW 59th Place bearing Folio No. 09- 4025 -010 -. , 25 0300 is $38,500; and 26 27 WHEREAS, 6411 SW 59.' Place is the last remaining property required to 28 be purchased by the SMCRA. to complete land-acquisition of the eastern portion . 29 of the Madison Square site; and 30 31 WHEREAS, the .current legal entity of the property, Florida Department . 32 of Financial Services; and 33 34 WHEREAS, the Florida Department of Financial Services has offered to 35 sell 6411 SW 59`" Place to the. SMCRA for a total purchase price of $25,000 in 36 addition to the City of South Miami forgiving all City liens assessed against with 37 the property; and 38 39 WHEREAS, the current accrued lien total assessed against 6411 SW 59`' 40 Place is $185,123.20; and . 41 42 WHEREAS, the SMCRA desires to purchase 6411 SW 59 h Place in order 43, to facilitate development of the Madison Square Project. 44 45' 1 NOW THEREFORE BE : IT RESOLVED , BY THE SOUTH 2 MIAMI COMMUNITY REDEVELOPMENT AGENCY; 3. 4 Section 1. The South Miami Community Redevelopment Board 5 authorizes the Executive Director to enter into an option ` agreement to purchase 6 6415 .SW 59t' Place, South Miami, Florida, bearing. Folio No. 09- 4025- 010 -0290 7 from the Florida Department of Financial Services for a total purchase price of 8 $25,000 in addition to the City of South Miami forgiving all City of South 9 liens assessed against 6411 SW 59t.' Place, in the amount of $185,123.20: 10 11 Section 2. A resolution requesting City Commission approval to release 12 all city liens assessed against 6411 SW 59h Place shall be taken before the City .13 Commission for final approval: 14- 15 Section 3. This resolution shall take effect immediately upon approval. 16 . 17 18 PASSED AND ADOPTED this day of November, 2006. 19 .20 21 22 ATTEST: APPROVED: 23 .24 25 26 City of South Miami Chairperson Horace Feliu 27 Community Redevelopment Agency 28 Clerk 29 30 Board Vote: 31 Chairperson Feliu: 32 Vice. Chairperson Wiscombe: 33 READ AND APPROVED AS :TO FORM: Board Member: Palmer 34 Board Member Birts: 35 Board Member Beckman: 36 Board Member Ellis: 37 Board Member: Williams 38 Eve A. Boutsis, Office of 39 General Counsel 40 Nagin Gallop & Figueredo, P.A 41 42 43 HAMLET AM I z 7/12 STROMPROOF 47/12 25� 30937 .5 30 Ln Ise . U A Dr)rC MD EXHIBIT I 6411 SW 59 PLACE SW 64TH STREET AND SW 59TH PLACE LEGEND INSOUTH MIAMI CRA OWNED PROPERTIES mALL OTHER PROPERTIES IN PROPOSED SITE Miami -Dade My Dome M• Text only Property Appraiser Tax Estimator Summary Details: Folio No.: 09 -4025- 010 -0290 Property: 6411 SW 59 PL Mailing ARIES INSURANCE CO Address: 0 Living Units: PO BOX 693760 NO MIAMI dj Sq Footage: FL Lot Size: 33269- Prooerty Information: Primary Zone: 6100 RESTRICTED COMMERCIAL CLUC: 0081 VACANT LAND Beds /Baths: 010 Floors: 0 Living Units: 0 dj Sq Footage: 0 Lot Size: 2,750 SQ FT Year Built: 0 Legal Description: FRANKLIN SUB PB 5 -34 N1/2 OF LOT 28 BLK 5 LOT SIZE 2750 SQUARE FEET OR 18229 -2642 0798 3 Sale Information: Sale O /R: Sale Date: 7/1998 Sale Amount: $0 Assessment Information: Year: 2006 2005 Land Value: $38,500 $33,000 Building Value: $0 $0 Market Value: $38,500 $33,000 Assessed Value: $38,500 $33,000 otal Exemptions: $0 $0 axable Value: $38,500 1$33,000 Page 1 of 2 � k�CT1VETOiDL= SELECT,° Digital Orthophotography - 2006 0 111 ft We appreciate your feedback, please take a minute to complete our survey. Web Site © 2002 Miami -Dade County. All rights reserved. R a d http: / /gisims2. miamidade .gov /myhome /propmap.asp 11/9/2006 EXHIBIT 3 FLOI{I DA DEPARTMENT OF FINANCIAL SERVICES Division of Rehabilitation and Liquidation www .floridainsurancereceiver.ora October 17, 2006 Eve A. Boutsis, Esq. Office of the City Attorney City of South Miami Nagin Gallop Figueredo, P.A. 18001 Old Cutler Road, Suite:556 . Palmetto Bay, FL 33157 Re: Aries Insurance Co. /6411 S.W. 59 Place Dear Ms. Boutsis: Thank you for forwarding to .us a copy of the fully executed. Option Agreement for Sale and Purchase dated September 25, 2006. In light of that;agreement,•the Department of Financial Services, as Receiver for Aries Insurance Company '( "the Receiver "), proposes the following terms for the sale of the above property to the City of South Miami Community Redevelopment Agency ( "SMCRA''): 1. Forgiveness of all City of South Miami and SMCRA liens by the City and by SMCRA. 2. Payment of $25,000 to the Receiver by the SMCRA. 3. The Receiver will pay any and all outstanding property taxes and will clear up any remaining legitimate liens other than those in paragraph 1, above. Upon your. acceptance of this offer and the parties' entry into a contract, the Receiver will seek court . approval of that contract and of the sale of the property. Please advise at your, earliest opportunity whether the City and SMCRA accept the above proposal. Sincerely, Jody E. 'Collins Senior Attorney- cc:-'-Hugh,-Dates . )6DYE,COLLn4s SENIOR ATTORNEY •.:., r•,. DIVISION OF REHABILITATION AND LIQUIDATION P.O. BOX 0817, MIAMI, FLORIDA 33152 -0817 • DIRECT TEL. 786336 -1371 • PAX 305- 499 -2271 Email Address: jody.collins@fldfs.com • WcWte: www.floridainsuranccrcccivcr.org . , Affirmative Action • Equal Opportunity Employer Col #1 Line # Date of Lien Amount of Lien Interest at a rate of 18% per. . annum (as of Total Record Book Page Lien List Item # 119 Jun 28, 1993 $ 14,790.00 $ 35,658.69 $ 50,448.69 1 120 Jun 28, 1993 `.14,715.00 35,477.87 50,192.87 2 121. Jun 28, 1993 14,715.00 35,477.87 50,192.87 3 122 Jan 10, 1994 949.00 2,196.94 3,145.94 4 123 Jan 10, 1994 7,274.50 16,840.47 24,114.97 5 124 Mar 27, 1995 1,034.00 .2,167.78 3,201.78 6 125 Apr 22, 1996 235.50 447.44 682.94 7 126 Jan 28, 1997 210.50 371.74 582.24 8 127 Mar.6, 1997 285.50 498.77 784.27 9 128 Mar.6, 1997 ' 285.50 .498.77 784.27 10 129 Oct 22, 1997 216.89 354.40 571.29 11 130 Nov 13, 1997 - 160.50 260.57 421.07 12 Total 185,123.20' 3001 Making our Neighborhood a Great Place to Live Work and Play' To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinle SMCRA Executive Direc r Date: November 13,2006' ITEM No. 9 APPROVAL TO PURCHASE 6442 SW S9TU PL AND 6443 SW 60T" AVENUE A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO THE PURCHASE OF REAL PROPERTY; RE- AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONTRACT TO PURCHASE 6442 SW 59`h' PLACE, BEARING FOLIO NO.: 09- 4025 - 010 -0180 AND 6443 SW 60th AVENUE, SOUTH MIAMI, BEARING FOLIO NO.: 09 -4025- 010 -0050 . FROM GRAHAM HANOVER INC. FOR THE PREVIOUSLY APPROVED PURCHASE PRICE OF $730,000; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND During the April 11, 2005 Meeting, the Board authorized the Executive Director to obtain appraisals and to negotiate the purchase of properties required for the development of Madison Square. Staff has subsequently obtained. appraisals for all of the properties required for development. Based on the 2005 property appraisals received for 6442 SW 59th Place and 6443 SW 601h Avenue'the combined appraised value for the.properties is $595,000. On December 12, 2006, authorized the Executive Director to enter into contract with Graham Hanover Inc to purchase 6442 SW 591h Place and.6443 SW 601h Avenue for .a negotiated purchase price of $730,000. As a result of litigation initiated by the former property owners, against Gramham Hanover Inc., the purchase and sale contract was never executed. On April 10, 2006 Meeting, the Board authorized the Executive Director to enter into contract with Graham Hanover Inc to purchase 6442 SW 59`h Place and 6443 SW 601h Avenue for a negotiated purchase price of $730,000 (See Exhibit 1). A purchase and sale contract was subsequently executed between the SMCRA and Graham Hanover Inc. Due to circumstances beyond the control of the SMCRA including delays in receiving Miami -Dade County approval for a SMCRA long -term .bonding program and an extension of the life of the SMCRA Agency, the previously executed purchase and sale contract has expired. Based on the length of time that has elapsed since the original contract was executed, Graham Hanover Inc. is requesting a reimbursement of carrying costs incurred since July 2005. The funding request is for an additional $122,609.36. The carrying costs breakdown is as follows: $10,950 Legal fees incurred by Graham Hanover Inc. since July 2005 (See Exhibit 2) $58,769.06 Mortgage carrying costs associated with a mortgage (Barrocas Mortgage) on the properties (See Exhibit 3) $52,890.30 Mortgage carrying costs associated with a mortgage (Montgomery Mortgage) on the properties (See Exhibit 4) As indicated in the current purchase and sale contract and addendums (See Exhibit 5), the SMCRA will be reimbursed for payments advanced on the behalf of Graham Hanover Inc. in the amount of $31,375.92 for property repairs and outstanding utility bills associated with the property. The SMCRA will also be reimbursed for payments advanced on June 28, 2006 by the SMCRA on the behalf of Graham Hanover Inc. in the amount of $284,019.06 to the Spiegelman and Spiegelman Trust Account to satisfy outstanding debts against the property and to forestall impending foreclosure actions. It is therefore important to note that at the time of closing, the SMCRA shall receive a total credit towards the purchase price of $315,394.98. Due to a prior legal agreement between Graham Hanover Inc and the former property owners, the purchase of. 6442 SW 59th Place and 6443 SW 60t' Avenue is contingent upon the subsequent purchase of 6429 SW 59`' Place and ,6443 SW 591h Place. The current negotiated price required to purchase the second set of properties is $450,000. The existing property owner's of 6429 SW 59`h Place and 6443 SW 59th Place have also requested compensation for additionally incurred fees in the amount of $33,710.48 for non realized interest which would have been received by the Sellers if the purchase had been completed in April 2006. The Seller's request reimbursement also includes compensation for previously incurred legal fees. It is at the Board's discretion whether or not to: 1. Purchase the above referenced properties for the previously approved purchase price of $730,000; or 2. Compensate the Seller for any or all of the above referenced carrying costs; or 3. Allow the properties to enter into foreclosure and attempt to purchase them at that time. Two versions of the proposed purchase and sale contract have been provided for Board review including one with carrying costs included and one without the requested carrying costs. Approval of the attached resolution shall authorize the Executive Director to enter into a purchase and sale agreement with Graham Hanover Inc. to purchase 6442 SW 59th Place and 6443 SW 60th Avenue for a negotiated purchase price of $730,000. RECOMMENDATION: Staff recommends approval of the attached resolution authorizing the Executive Director to enter into contract with Graham Hanover Inc to purchase 6442 SW 591h Place and 6443 SW 60th. Avenue for a negotiated purchase price of $730,000 with a total credit for payments advanced by the SMCRA of $315,394.98 to be applied at the time of closing. Attachments: Draft Resolution April 10, 2006 SMCRA Approval Purchase and Sale Agreement Documentation of Legal Fees Incurred By Seller Documentation of Borrocas Mortgage Costs Incurred By Seller Documentation of Montgomery Mortgage Costs Incurred By Seller YSM/SDMCGRUFFIPLANNINGIC R A1Approval of Purchase of Graham Hanover Properties.doc 1 RESOLUTION NO. 2 3 A RESOLUTION OF THE SOUTH MIAMI* COMMUNITY'. 4 REDEVELOPMENT AGENCY, ( SMCRA) RELATING TO 5 THE PURCHASE OF REAL PROPERTY; RE- 6 AUTHORIZING THE EXECUTIVE DIRECTOR TO 7 EXECUTE ' A CONTRACT . TO PURCHASE 6442 SW 59th 8 PLACE, BEARING FOLIO NO.: 09- 4025- 010 -0180 AND 6443 . 9 SW 60th AVENUE, SOUTH MIAMI, BEARING FOLIO NO.: 10 09- 4025 -010 -0050 FROM GRAHAM HANOVER INC. FOR A 11. PREVIOUSLY APPROVED PURCHASE PRICE OF $7309000; 12 AND PROVIDING AN EFFECTIVE DATE. 13 14 WHEREAS, On April 10, 2006 Meeting, the Board' authorized the 15 ,, Executive Director to enter into contract with . Graham Hanover Inc to purchase 16 6442 SW 59th Place and 6443 SW 60th., Avenue for a negotiated purchase price of 17 $730,000; and; 18 19 WHEREAS, due to circumstances beyond the control of the SMCRA 20 including delays in receiving Miami -Dade County approval for a SMCRA long - 21 term bonding program and an extension of the life of the SMCRA Agency, the 22 purchase and sale contract has expired; and 23 24 WHEREAS, the South Miami Community Redevelopment Agency . 25 ( SMCRA) desires to purchase from Graham Hanover; Inc. the following parcels: 26 6442 SW 59th Place, - South Miami, Florida, bearing Folio No:: 09- 4025 -010 -0180 27 and 6443. SW 60th Avenue, South Miami, Florida, bearing Folio No.: 09- 4025 28 010 -0050 for the purpose of implementing the Madison Square Project; and 29 30 WHEREAS, based on the 2005 property appraisals received by the 31 SMCRA for 6442 SW 59" Place and 6443 SW 60th Avenue the combined 32 appraised value for the properties is $595,000; and 33 34 WHEREAS, at the time of purchase; the. SMCRA shall be. reimbursed for 35 payments advanced on the behalf of Graham Hanover . Inc. in the .amount . of 36 $31,375.92 for repairs and outstanding utility bills associated with the properties' 37 38 WHEREAS, at the time of purchase, the SMCRA shall be reimbursed for 39 funding advanced on behalf on Graham Hanover Inc. by the SMCRA in the 40. -amount of $284,019.06 to the Spiegelman and Spiegelman . Trust Account to 41 satisfy outstanding debts against the properties and to forestall impending 42 foreclosure actions; and 43 1 WHEREAS; based on the advancement of funding by the SMCRA on 2 behalf of Graham Hanover, a total credit of $315,394.98 shall be applied in favor 3 of the SMCRA towards the final purchase price; and 5 WHEREAS; the sale and purchase of 6429 SW 59h Place and 6443 SW . 6 59h Place . will be contingent upon the release of all previously .recorded liens 7. against the two properties. 8 9 NOW THEREFORE BE IT RESOLVED BY THE SOUTH MIAMI ' . 10 COMMUNITY REDEVELOPMENT AGENCY: 11 12 Section 1. The South Miami Community Redevelopment Agency 13 ( SMCRA) approves the attached .purchase and sale agreement for the purchase of 14 6442 SW 59th Place, South Miami, Florida, bearing Folio No.: .09-4625-010-0180 15 and 6.443 SW 60' Avenue, South Miami, Florida, bearing Folio No.:. 09- 4025 - 16 010 -0050. from Graham Hanover, Inc.; which.contract shall be for $730,000.00. 17 The SMCRA shall receive. a credit at the time of purchase 'for expenditures 18 advanced on behalf of Graham Hanover, Inc., by the SMCRA in the amount of 19. $315,394.98. 20 21- Section 2.: This resolution shall take effect immediately upon approval.. 22 23 24 PASSED AND ADOPTED this day of November 2006. 25 26 27 ATTEST: APPROVED: 28 29 30 31 City of South Miami Chairperson Feliu 32 Community Redevelopment Agency 33 Clerk 34 Board Vote: 35 Chairperson Feliu: 36 Vice Chairperson Palmer: 37 READ AND APPROVED AS TO FORM: Board Member Wiscombe: 38 Board Member Birts: 39 Board Member Beckman: 40 Board Member Ellis: 41 Board Member Williams: 42 Eve A. Boutsis, office of 43 General Counsel, 44 Nagin Gallop & Figueredo, P.A. Page 2 of 2 EXHIBIT -I. RESOLUTION NO. CRA 10 -06 -203 A RESOLUTION OF THE ' -SOUTH MIAMI COMMUNITY� REDEVELOPMENT AGENCY. '(MCRA) RELATING : TO REAL PROPERTY; AUTHORIZING. � THE EXECUTIVE DIRECTOR. TO EXECUTE A CONTRACT FOR SALE AND PURCHASE BETWEEN THE .SMCRA AND GRAHAM HANOVER INC. TO ; PURCHASE 6442, SW 59`h PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO NO.: 09- 4025- 010 -0180 AND 1 6443. SW 60`n AVENUE, SOUTH MIAMI, FLORIDA BEARING -FOLIO NO.: 09 -4025 -010 -0050 FORA TOTAL CONTRACT AMOUNT OF $730,000:00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS; . during the April 1.1, .2005 SMCRA Meeting, the Board authorized the Executive Director to obtain appraisals and to negotiate, the purchase of properties required for the development of Madison Square; and WHEREAS- combined appraised value received by the SMCRA for 6442 SW 59`" Place and 6443 SW 60`h Avenue is $595,000; and 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 60'h Avenue, South Miami, Florida bearing Folio No.: 09 -4025 -010 0050;. and. WHEREAS, the negotiated purchase price for 6442 SW 59`h_ Place and 6443 SW 60th Avenue is $730,000.00; 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 on behalf of Graham Hanover in order pay certain utilities and make certain emergency repairs to the buildings located on the parcels; and WHEREAS, the sale of 6442 SW 59h Place and 6443 SW 601h Avenue will be contingent upon the release of all previously recorded liens against the two properties; and 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 59`h Place, South Miami, Florida; bearing Folio No.: 09- 4025 - 010 -0180 and 6443 SW 60`h Avenue, South Miami, Florida, bearing Folio No.: 094025 Page 1 of 2 010 -0050 from Graham Hanover," Inc.; which contract shall be for $730,000.00, via financing approval within 60 days of execution of agreement; and authorizing . the attached addendum to the purchase and . sale agreement providing for an advance to Graham Hanover, which advance shall act as a mortgage on the property; provided however, the city commission co -signs the loan documents. . Section 2. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 10th day of April, 2006. ATTEST: APPROVED: - CRETARY.. C RPERS Board Vote: 5 -0 Chair Feliu: absent Vice Chair Wiscombe: Yea READ AND APPROVED AS TO FORM: Member Palmer: absent Member Birts: Yea Member Beclanan: Yea Member Ellis: Yea Member Williams: Yea GE L COUNSEL JAMy Documents\CRA RESOLUTIONS 20061CRA Reso graham hanover purchase (04 -10 -06 meeting).doc Page 2 of 2 au-wo fka SMCRA I� v 2001 ."Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and Date: April 10, 2006 SMCRA Board Members E From: Executive Director I T M No. 0 SMCRA Acting Exe tive Director PURCHASE OF PROPERTIES FROM,GRAHAMHANOVER, INC. RESOLUTION A' RESOLUTION OF THE : SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO REAL PROPERTY; AUTHORIZING THE EXECUTIVE DIRECTOR- TO EXECUTE A CONTRACT FOR SALE AND . PURCHASE BETWEEN THE ` SMCRA AND GRAHAM HANOVER, INC. TO PURCHASE 6442 SW 1,59th PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO NO.: 09- 4025- 010 -0180 .AND 6443 SW 60`h :AVENUE, SOUTH MIAMI, ;FLORIDA BEARING FOLIO NO.: 094025 010 -0050; AND PROVIDING AN.EFFECTIVE DATE. BACKGROUND During the October ' 10, 2005 Meeting, the Board authorized purchase of 6442 SW 59th Place, South Miami, Florida, and 6443 SW 60th Avenue from the Graham Hanover, Inc. for the purpose, of 'assembling land to . implement the Madison Square Development. Attached is a purchase !and sale agreement. for 6442 SW 59th Place, South Miami, Florida, (Folio No.: 09 -4025- 010 -0180) and .6443 SW ' 60th Avenue, South Miami, Florida, (Folio No.: 09 -4025- 010 - 0050) from Graham Hanover, Inc. for a contracted amount of $730,000, via financing approval within 60 days of execution of agreement. Approval of the att ached resolution shall authorize the Executive. Director to purchase the above referenced properties. As an, additional consideration regarding purchase of 6442 SW 59th Place, South Miami, Florida, and 6443 SW 60th Avenue, the SMCRA . agrees to advance to Graham Hanover, Inc., the following payments, which payments shall be credited against; the final negotiated purchase price of $730,000.00. The SMCRA shall advance payments on behalf of Graham Hanover, Inc., to pay the following outstanding invoices for the two parcels: $1395.42 and $146.00 in separate payments to Miami -Dade County Water, and Sewer for outstanding. service bills; $1,219.00 and in payments to Florida Power and .Light for outstanding' service. bills; $6,750.00 to repair hurricane related roof damage sustained at 6442 SW 59` Place; .$111.50 to repair hurricane related light `fixture . damage at 6442 SW 59 Place; $4,900.00 to repair hurricane related roof ,damage` sustained at 6443 SW 60'h Avenue; and $948.00 and $.158.00 in separate payments to provide ' emergency housing for displaced residents during emergency repair roof.-damage sustained at 6442 SW 59d' Place. The above referenced payments advanced by the, SMCRA" on behalf of Graham Hanover, Inc.. shall be credited against the final ' purchase price of $730,000. The purchase price will therefore be reduced to $714,372:08 and pending a. final closing on the properties, payments advanced by CRA- totaling $15,627.92 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. shall be recorded as a lien against the property (See Attached Contract Addendum). The SMCRA has .recently incurred additional expenditures associated with 6443 SW 60`h Avenue including emergency repairs of hurricane related electrical damage in the amount of $6,640.00 and e SMCRA expenditure incurred to provide emergency housing for displaced tenants during repairs to 6443 SW 60`h Avenue. The total amount of recent costs incurred by SMCRA in regard to 6443 SW 60'h Avenue is $15,748.00. However during recent negotiations, Graham Hanover has indicated that the above referenced charges involving emergency electrical repairs were not authorized by Graham Hanover. Therefore Graham. Hanover has indicated that 'they are ! not the responsible for charges. totaling $15,748.00. Purchase of the above referenced parcels shall .also be contingent upon the release all. previously recorded liens against 6442 SW 59" Place Bearing Folio No. 09- 4025 -010- 0180 and 6443 SW 60°i Avenue Bearing Folio No. 09- 4025- 010 -0050. RECOMMENDATION Staff recommends approval of the attached resolution and accompanying sale contract to purchase 6442 SW 59h Place and 6443 SW 60'' Avenue. Attachments: Draft Resolution Purchase and Sale Agreement YSM/DOD /SD MCGRUMPLANNINGIC R A\Purchase of Graham Hanor Properties.doc EXHIBIT 2' 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 GRAIL&M HANOVER, INC. 04 -25587 CA 27 & 04 -25038 CA 27 DATE TIME 11 -14-05 .5 (Spoke to Client) 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 -I5 -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 2 -10 -06 and'advised Ms. Boutsis Client couldn't appear, therefore, I'd appear by telephone) 2 -10-06 .S (Telephone Conference with Ms. Boutsis and Mr. Gelman. Called Client and advised him of discussions in telephone conference) 2 -1406 .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 -0b .1 (Spoke to Client) 3 -15 -06 .1 (Spoke to Client) 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 3.5 hrs. (Attended hearing regarding foreclosure and travel time to and from hearing) 3 -31 -06 _5 (Reviewed documents faxed by client and spoke to client) 4 -25 -06 .3 (Spoke to Client add faxed him documents) 5 -1-06 1.0 hr. (Met with Client) . 3 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. Spiegelman) 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) 4 9 -20-06 .2 (Spoke to Client) 10 -3 -06 ..3 (Spoke to Client and attorney, Eve Boutsis) 10-4 -06 .5 (Spoke to Client and reviewed rile) 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 = $s, t Only 2.5 Hours ($625) Incurred Since July 2005 Page 2:13.6 x $250.00= $3,400.00 Page 3:17.9 x $250.00 = $4,475.00 • J 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: $1 , 00 . r� I l t ► 1 5 '$10,950 Incurred Since July 2005 -- ]EG�nab�rly sobu- srown, r.,A,. ,:State JU, 7 'o 1~:auiierdale;:I'L 33319 . • ' �a� • •; �(�5a•) •'13�G4d7 ' Toi •IV E • pluanec�(3.:65j'854 =5353 • j2e:" GRAYA MOVER;. WC ..� • CaAnin?ezitsr• Date: 0 5, 3006+• �ages:. •d' (�iaG�4odg Ovy6k.. vge) EXHIBIT 3,-. Vocix`e as i' cXttil�x g n tl `$7000 0 ;ti'ii zacaiue g rar :r Z to 't Xaav$ t4d • eaa�f aiininitnit •.�Tiaf:�'ts:b'ee�i' ,a�ct•to:�:iiitda•th�• z� �' `niiitta• e�r''vviio' . .. ieciives�Q9 1VIz:'Gexioaasir ` bipiietirixoi>a. zio�z; i tXk'i•p: n%E'r' vevi�ieliavia ig; #;ii.g`;tka .0 that that tiie teaae lii ` ' iroiaoi ui�aei4dtnii �uiEuvit�iiooi 'rye;paymeitup.�7; UDC :00'too���e�:s�taa+�Q�t�iese:• , csii�?�`#rug•costs foreib�; jt# e�;> �rra�eir�; zi��xs�emoataiad '.re�an��poade . due. `to`tbe Iiriririicotiei'iia,snimsati'of �riecipt: nrieaxiag'7�140OQ" is to•.. • tot��aya aibibttiat 'of;528�' t;ti.19 b6�aa�pov l!d�! � . aqp.. 'd tiiut�.o2�x.St �0505 -WStlIM.-a Tho a - ztt t1 picg xa : aO — • on nly` Oa 'S$ 9i0 is Effie caszyiiig;costs'to''OypA ioni 7�'�iis is t6:payafPtetriet iat•t?1dzxt''orie �rovir�vtb�'si :payoff at .1;849:30 obd rotx h 5 t 10 1006. 1 aq. daily er die o '$x20.821n�nii '' loaia ai�eip••unfi'idd�nt� Iosu��rttouigt; q'' �•$ ?.�5,�00:0U�be�iiisce`. {�s'vdns am ' • ntcr�stpufy► �Yo�ii�a1�° id�` tbie�coi` p�ra�o��oiatin���ti.�ay�i�teirest •: ' • tlixoiig. �D: is :QO..'Ciaaitiiiteirest;t'sfcted iu=acci�iia om l�ovemtier'1•; �Z00b' a�o:d•t�:sat �iayo)';f :a'iiivurit•�vbiiiclr pvAS good it�iiiroit�. TH.�d'1�KS i � •' ' ;' '. �'� is .97 tr lb ..... ...... M . ...... ..... CIA vi*x, jr4-;yrJ EXHIBIT 4 , Kiix Ai dy Bobo- Bxown, P.A. .:5440 ��,Sfate'�f d; �7 SuiW2. 2'. �qir iX t dcid.Oo .L 133-19 -7 3444 Lwow C.E. 7.' L oiu: lamb Yw.16 16 -Bro'4 n . rA*i bg854 -5351 Date: Off: 5, 2066" Pl�ori'e�(�.45�'85?I�S353 �`ugg's,':•d ... (Iipi �a lidg C&O Psigc) 'gANOWRAN Cci n lkor Evo, �.ga iV r:.'VOcbia an est�iwiafied'ttivaui �Eto'r'attoauey %es y id costs'of$15,000;OQ:: $ove�or;;tiuytiiagt�i� eatfr brakcXowioi`a'tb'o :. 1'l�s�efaxe;,Zitlpr4�:oseci tbiat:iEb�e ��u4uldiaent" ' ' • tDi x�ize payigie�i to CIS4Do - o ;tdwarii' ...... rpey,�e.s:'sixd costs ' ally • you[ ��eoi`: tEteu�toiv�airi 'e:�ar�ucosts:tE�a��r- V6cb`e,is i c rtd►iegI •t.. X700.. t b'uiric �caiae ?fig tar :' le�t� a�s�xb; ��iaida•thu:• ro a 'riiriz►a� er wriio" . .. iec xv g 55Q0 Qq pair iaa`aiSf is 7w�*i have; #o'g f ti at;i... atiio i iroiaa� Tbieir��or¢; ��' iu�' rei�aes�iag .tl�e•`�ai aas�tbii. lgfbiat`t�ie' dmeitti u ioirize payioai.Ouf :$7;pn UO'.ta'at set:so a Qi'tlil'e5e caiCifa'cdsts fiir' iiiaties ;lroezty;;iiciniageriepit; aiad'reia�z's indade' ' dua04`tlau ::$pir><7`tcatse Oq mu�inoii sxoxi' `rcc l is m cG;ed�iiag y Q'4 4" . .lids h. the .pgyeff. ent t t lea icgQ�tap�:.pray�ded;aa�uti� 2Xf �iltl6' vltk� a tot �aypaui�ot110.t:o`S 4,019 96alaaag laasa aaonotirit 05;50.1)0 on Sulk*Zo05.s8 ;X69 phis iie-Cmrs yii q cosf.1 ., 00-ri .01 ' iii§' l§ ihayafF st�iue't t�iat• Nlctzitori @ryp'rovicilvitb�'a:p. .2P 40.;30 good tirrough:S pti; plan u �iaf�Y pcx die 0':5x20:82 ininu�' loan a nostnt' dintzg loam amosila# q£ s245,000 00 because`tlius was ig info"rest; wyYoai ak id't1Ze`corp is to i'caidti iied to ay ii t irest' :,.... tbiiroii :iQet; qo c e#`aaltiateirest i`afe sfstfcd'fdaceirueOIL Noveri�er'1; 20�& mid fhat a off:aririoiiiitw `cii` was` good �iilroiio. Decsml6x:2xtDQS, Xkrfvjref�ie carryiing.cas for = theicriirpii�atioii is �av5b��i�8T��, '0.e�: ' 3 u0�.•l` as ,� .l� i C et • AX 0l;q0�F�$.'StO9Xt3��8yQB9`X��0�.'= d$�� 9 t7�i$iryo. 'O O's 20U6 �ZCS i : ®; "' "; 6701 Suns :i3rive; Sulte I Q _ 5aurli`:T'ti m$'Fi:` 3 143 Q;. 6b6. 50.9 . Fay ds j 661 5 47 ' • `Klralia�ri�kIaiiq�r,iac. S01 #ii'$isca5+li oizTeVard, #2685 ;Ivli2Y 33 tai , REc ?3z t�VYox�t # .IieI4)jj -i .aUA:1V�Q V 0 YIR.Y .. MONTf�4M '� i.ins /:coj9464.. • ::�eYiriqu;�nfi':i���tiuzia" . . .... � .. . :. 'i�eiil•1�ttiau: .. ' :Xoii areilelirii g4gAYOMPm %ag ldbyray. . ie ifis; W Iigtiq44 dl4iargait8t oatgQmerg, and YO-draccat2u�bas`li�ei tiiruerlaveztoott� 'uffi�'fox�g�I�tioii:' •'....As'yo� �DS�vy :tiiEt pratriissoy; rite' e��cu�i�d :oiilV,Cayxa'� #.�oo�;: �f�ted�•prFridpaI aridaCCnied terest wGUlci be'd�tg axiiii nPrn'te; �9: A1ia�y IO` ; 20t. . �: T' Ize�otai' amounttiiibni� '.clieut�':of•adat�;s'�'�a�• 8�a;�ot�`.`'iciri..::• �••. .o o.eo•. cfalt?cnesesta�'x86.pr dY?xr� ii jd�zaa ixglfody's:darsday @5iaa:z' :d. caul uttvraeys' :fGe :offa.acq . iiOR. �ie`► �teyourpeya��i :erl�isir�ceiveti�here" Tayti�en�al• I?�;dz�ciuxte)i�vs�b�i�dethough . ': 1us of i �y CASH dz A' CnCR wade Pa3� bla o fA .Tittr9'.[': fwCOFtPrl`[', on nbeoi W'edi+�s�lay; DaCeu�e } ", °ot�5.To�arlaYpe�ruiatwilXl acceptes�: tl is:a i;DUUt h ot•hae?l pa driri.full. 8cetnb4 2X 3 P-gp5l .'oi cloatite'proceetiings 4v1T a: :uistit zfed. ciiiii 3iaEaiy66 pro ct Iie fAtere9 cif my".. dsit • ::. GVehq''sis :dreacianw3Iluatb. az�diiat u�vili.doever�lhm5 yo. bssiiTe to' a' $ thxs'- morEgage:':i�X:EASLGbVEF YOijR3 VESACC4 �Z1 zI+iaT. P �° PUR$ 3o sk� � RICE d 1 REAL ESTATE PURCHASE AND SALE AGREEMENT 2 3 PARTIES: Graham Hanover, Inca as "Seller" , and The South Miami Community 4 Redevelopment Agency Foundation, Inc., as "Buyer ", hereby agree that the Seller shall sell 5 and Buyer shall buy the following described Property pursuant to the terms and conditions herein 6 (including attachments): 7 8 1. DESCRIPTION: 9 10 See Addendum 2 attached hereto. 11 12 2. PURCHASE PRICE: 730,000.00 13 14 a. Advanced payment as provided: $100 15 16 b. Additional Escrow Deposit To Be Made To, Escrow Agent: N/A 17 18 c. Assumption Of Existing Mortgage In Good Standing: N/A 19 ' 20 e. New Mortgage Financing With A Lender In The Amount Of. $$698,524.08 21 22 f. Purchase Money Mortgage And Note To Seller: N/A 23 24 g. Other: Addendum No. l: $31,375.92 25 26. h. Balance To Close By Cash Or Locally Drawn Cashier's Check Or Official Bank 27 Check, Subject To Adjustment Or Prorating: $698,524.08 28 29 30 TOTAL $698,524.08* 31 32 a. All funds held in the trust account of Lott and Levine in the firm's interest 33 bearing trust account, with interest accruing to the benefit of Buyer and 34 either applied toward the purchase price at closing or returned to Buyer in 35 the event and for any reason the transaction does not close. 36 37 3. FINANCING: This contract is contingent upon Buyer obtaining approval of a 38 municipal tax exempt, loan within 30 days after the Effective date for a Fixed loan in the 39 principal amount of $698,624.08 *, at an initialinterest rate not to exceed 6 percent, discount and 40 origination fees not to exceed one (1) percent of the principal amount, and for a term of 14 years. 41 Buyer will make application within 30 days after Effective Date and use reasonable diligence to 42 obtain Loan Approval and, thereafter, to satisfy terms and conditions of the Loan .Approval and 43 close the loan. Buyer shall pay all loan expenses. If Buyer fails to obtain a Loan Approval or 44 fails to waiver Buyer's rights under this subparagraph within the time for obtaining Loan 45 46 „ 47 *At closing the two mortgage holders shall be paid off. See Addendum #1.. Page 1 of l l Seller's Initials, Buyer's Initials 1 2 Approval or, after diligent, good faith effort, fails to, meet the terms. ad conditions of the Loan 3 Approval by Closing, then either party thereafter, by written notice to the other, may cancel this 4 Contract and Buyer shall be refunded the deposits. Buyer shall be provided the opportunity to 5 obtain a certified appraisal of the property. 6 7. 4. TITLE EVIDENCE: Within ten 10 days from the date of Contract, Seller shall, at its 8 expense, deliver to. Buyer or his attorney, in accordance with Paragraph XI, a title insurance 9 commitment with fee owner's title policy premium to be paid by Buyer at closing. 10 11 5. TIME FOR ACCEPTANCE AND EFFECTIVE DATE If this offer is not executed 12 by both of the parties hereto on or before November 17, 2006, the aforesaid deposit(s) shall be, at 13 the option of the Buyer, returned to the Buyer and this offer shall thereafter be null and void. The 14 date. of Contract ( "Effective Date ") shall be the date when the last one 'of the Seller and Buyer 15 has signed this offer. 16 17 6. CLOSING DATE: This transaction shall be closed and the deed and other closing 18 papers delivered on December 31, 2006, unless extended by other provisions of Contract, or by 19 written agreement of the Parties. 20 21 7. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject 22 only to: zoning, restrictions, prohibitions and other requirements imposed by the applicable 23 governmental authority; restrictions and matters appearing on the plat or otherwise common to 24 the subdivision; public utility easements of record; taxes for year of closing and subsequent 25 years. 26 27 8. OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of 28 Closing unless otherwise stated herein. If Property is intended to be rented or occupied beyond 29 Closing, the fact and terms thereof, and the tenant(s) or occupants shall be disclosed pursuant to 30 Standard F. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to 31 Property from date of occupancy, shall be responsible and liable for maintenance form that date, 32 and shall be deemed to have accepted Property in its existing, condition as of time of taking 33 occupancy. 34 35 9. ASSIGNABILITY: Neither party may assign this Contract. 36 37 10. EFFECTIVE DATE: For purposes of this Agreement, Effective date shall mean 38 the date upon which the last of either party executes this Agreement. 39 40 11. EVIDENCE OF TITLE: Within ten. (10) days from the Effective Date hereof, Seller, 41 at Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the 42 Parties ( "Title Company ") to issue and ' deliver to Buyer an ALTA Form B title commitment 43 ( "Title Commitment ") accompanied by one copy of all documents affecting the Property, and 44 which constitute exceptions to the Title Commitment. The Title Commitment shall be issued by 45 a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed. to Buyer an 46 owner's policy of title insurance in the amount of the purchase price, insuring Buyer's 47 marketable title to the Real Property, subject only to the matters contained in Paragraph 43. and Page 2 of 11 Seller's Initials Buyer's Initials I those discharged by Seller at or before Closing. Marketable title shall be determined according 2 to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. 3 Buyer shall give Seller written notice on or.before ten,(10) days from the date of receipt of the 4 Title Commitment, if the condition of title as set forth_in such Title Commitment and survey is 5 not satisfactory in Buyer's sole - discretion. In the event that the condition of title is not 6 acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller 7 shall, at its sole cost and expense promptly undertake and use its best efforts to eliminate or 8 modify all unacceptable matters to the reasonable satisfaction of Buyer; provided however, 9 Seller shall not be required to engage in any'litigation to cure any alleged defects. In the event 10 'Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) 11 days after said notice, Buyer may, at its option: (i) extend the time period for a reasonable period 12 not to exceed 120 days within which Seller shall use diligent effort to remove the defects and/or 13 for Seller to satisfy said. objections, (ii) accept title subject to the objections raised by Buyer, 14 without an adjustment in the purchase price, in which event said objections shall be deemed to be 15 waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein 16 shall be returned to Buyer and this Agreement shall 'be of no further force and effect. If Buyer . 17 fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, 18 if title is found to be unmarketable,. use diligent effort to correct the defect(s) within the time 19 provided. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or 20 receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations 21 under this Contract. If Seller is to provide the Title Commitment and it is delivered to Buyer less 22 than five (5) days prior to Closing, Buyer may extend Closing so that Buyer shall have up to five 23 days from the date of receipt to examine same in accordance with this Standard. 24 25 12. CURRENT SURVEY: Within thirty (30) days from the Effective Date, Seller, at 26 Seller's sole cost and expense, shall furnish a current boundary survey of the Property prepared 27' and certified by,a duly registered Land Surveyor. 28 29 13. WOOD DESTROYING ORGANISMS /TERMITES: Buyer, at Buyer's expense, may 30 have the Property inspected by a Florida Certified Pest Control Operator ( "Operator ") at least 10 31 days prior to Closing to determine if there is any viable active Wood Destroying Organism 32 infestation or visible damage from Wood Destroying Organism infestation, excluding fences. If 33' either or both are found, Buyer may, within five (5) days from date of written notice thereof, 34 have cost of treatment of active infestation estimated by the Operator and all damage inspected 35 and estimated by an appropriately licensed contractor. Seller shall pay costs of treatment and 36 repair all damage up to the amount provided under paragraph -0 -. If estimated costs exceed that 37 amount, buyer.,shall have the option of canceling this Contract within 5 days after receipt of 38 Contractor's repair estimate by giving written notice to Seller, or Buyer may elect to proceed 39 with the transaction and receive.a credit at Closing of the amount provided in paragraph 43 ( -0- 40 amount to be paid). "Wood Destroying Organisms" shall be deemed to include all wood 41 destroying organisms required to be reported under the Florida Pest Control Act, as amended. 42 43 14. INGRESS AND EGRESS: Seller warrants and represents that there -is ingress and 44 egress to the Property sufficient for the intended use as described in Paragraph VII. hereof, the 45 title to which is in accordance with Paragraph XI above, and title to the Real Property is 46 insurable in accordance with Standard A without exception for lack of legal right of access. 47 Page 3 of 1.1 Seller's Initials Buyer's Initials 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 43 44 45 46 47 15. LEASES: Seller shall, at least 20 days before Closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is unable to obtain such. letter from each tenant, the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contract tenant to confirm such information. If the terms of the leases differ materially from Seller's representations, Buyer may terminate this Contract by delivering written notice to Seller at least five (5) days prior to Closing. Seller shall, at Closing,, deliver and assign all original leases to Buyer. 16. LIENS: Seller shall, both as to the Property being sold hereunder and personally, furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known to Seller and further attesting that there have been no improvements to the Property for ninety (90) days immediately preceding date of closing. If the Property has been improved within said time, Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors, subcontractors, suppliers, and material men, in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and material men and further reciting that, in fact, all bills for work to the Property which could serve as a basis for a mechanic's lien or construction lien or a claim for damages have been paid or will be paid at closing. 17. SPECIAL ASSESSMENT LIENS: Except as set forth in paragraph 2(b), certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by Seller. Pending liens as of Closing shall be assumed by Buyer. If the improvement has been substantially completed as of Effective Date, any pending lien shall be considered certified, confirmed or ratified and Seller shall, at Closing be charged an amount equal to the last estimate or assessment for the improvement by the public body. 18. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is located, . at the office of the attorney. or other closing agent designated by Buyer; provided, however, that if a portion of the purchase price is to be derived from an institutional mortgagee, the requirements of said mortgagee as to time of day, place and procedures for closing, and for disbursement of mortgage process, shall control, anything in this contract to the contrary notwithstanding. 19. TIME: Time is of the essence of,this Contract. Any reference herein to time periods of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day. 20. DOCUMENTS FOR CLOSING: Seller shall. furnish mechanic's lien affidavit, assignments of leases, and any corrective required in connection with perfecting the title.. Buyer shall furnish security agreement, and financing statement. Page 4 of 11 deed, closing statement, instruments that may be mortgage, mortgage note, Seller's Initials Buyer's Initials 1 21. EXPENSES: Documentary stamps on the deed and recording of corrective 2 instruments shall be paid by the Seller. Documentary stamps and intangible tax on the mortgage, 3 mortgagee title insurance commitment with related fees, and recording of the mortgage to Seller, 4 deed and financing statements shall be paid by Buyer. Unless otherwise provided. by law or rider 5 to this Contract, charges for the. following related title services, namely title evidence, title 6 examination, and closing fees (including preparation of closing statement) shall be paid by the 7 party responsible for furnishing the title evidence as provided for in this contract. 8 9 .22. PRORATION /CREDITS: Taxes, assessments, rent; interest, insurance and other 10 expenses of the Property shall be prorated through the day before Closing. Buyer shall have the 11 option of taking over existing policies of insurance, if assumable, in which event premiums shall 12 be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to 13 be made through day prior to Closing, or occupancy, if occupancy occurs before Closing. 14 Advance rent and security deposits will be credited to Buyer. Escrow (trust account) deposits 15 held by. mortgagee will be credited to Seller. Taxes shall be prorated based upon the current's 16 year's tax with due allowance made for maximum allowable discount, homestead and other 17 exemptions. If Closing occurs at a date when the current year's millage is not fixed and current 18 year's assessment is available, taxes will be prorated based upon such assessment and prior .19 year's millage. If there are completed improvements on the Real Property by January ls` of year 20 of Closing, which improvements were not in existence on January. 1s` of prior year, then taxes 21 shall be prorated based upon prior year's millage and an equitable assessment to be agreed upon 22 between the parties; failing which, request shall be made to the County Property Appraiser for an 23 informal assessment taking into account available exemptions. A tax proration based on an 24 estimate shall, at the request of either party, be readjusted upon receipt of tax bill on condition 25 that a statement to that effect is signed at closing. This provision shall survive closing. 26 27 23. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that the ceiling, 28 roof (including fascia and soffits) and exterior and interior walls, foundation, and dockage of the' 29 Property do not have any visible evidence of leaks, water damage or structural damage and that 30 the septic tank, all appliances, mechanical items, heating, cooling, elevators, electrical, plumbing 31 systems and machinery are -in Working Condition. The foregoing warranty shall be limited to the 32 items specified unless otherwise provided in an addendum. Buyer may inspect, or at Buyer's 33 expense, have a firm or individual specializing in inspection and holding an occupational license 34 for such purpose (if required) or an appropriately licensed Florida contractor make inspections 35 of, those items within 30 days after the Effective Date. Buyer shall, prior to Buyer's occupancy 36 but not more than 30 days after the Effective Date, report in writing to Seller such items that do 37 not meet the above standards as to defects. Unless Buyer timely reports such defects, buyer shall 38 be deemed to have waived Seller's, warranties as to defects not reported. If repairs or 39 replacements are required to comply with this Standard, Seller shall cause them to be made and 40 shall pay up to the amount provided in paragraph 2. Seller is not required to make repairs or 41 replacements of a Cosmetic Condition unless caused by a defect Seller is responsible to repair or 42 replace. If the cost for such repair or replacement exceeds the amount provided in paragraph 2, 43 Buyer or Seller may elect to pay such excess, failing which either party may cancel this Contract. 44 If Seller is unable to correct the defects prior to Closing, the cost thereof, shall be paid into 45 escrow at Closing, Seller shall, upon reasonable notice, provide utilities service and access to the 46. property for inspections, including a walk through prior to Closing, to confirm that all items of 47 Personal Property are on the Real Property and, subject to the foregoing, that all required repairs Page 5 of 11 Seller's Initials -Buyer's Initials I and replacements : have been made and that the property, including but not limited to lawn, 2 shrubbery, and sprinklers, if ay has-been maintained in the condition existing as of Effective 3 Date, ordinary war and tear excepted. For purposes of this Contract: (1) "Working Condition" 4 means operating in the manner in which the item was, designed to operate; (2) "Cosmetic 5 Condition" means aesthetic imperfections that do not affect the Working Condition of the item, 6 including, but not limited to: missing or torn screens, fogged windows,. tears, worn spots or 7 discoloration of floor coverings, wallpaper or window treatments, nail holes, scratches, dents, 8 scrapes, chips or caulking in ceilings, walls, flooring, ' fixtures or mirrors, and minor cracks in 9 floors, tiles, windows, driveways, sidewalks and (3) cracked roof tiles, curling or worn shillings, 10 or limited roof life shall not be considered defects Seller must repair or replace, so long as there 11 is not evidence of actual leaks or leakage or structural damage, but missing tiles will be Seller's 12 responsibility to replace or repair. 13 24. RISK OF LOSS: If the property is damaged by fire, or other casualty prior to closing, 14 and the costs of restoring same does not exceed three percent (3 %) of the assessed valuation of 15 the property or improvements so damaged, cost of restoration shall be an obligation of the Seller 16 and' closing shall proceed. pursuant to the terms of Contract with costs therefore escrowed at 17 closing. In the event the cost of repair or restoration exceeds three percent (3 %) of the assessed 18 valuation of ,the improvements so damaged, Buyer. shall have the -option of either taking the 19 Property as is, together with either the said three percent (3 %) or any insurance proceeds payable 20 by virtue of such loss or damage, or of canceling the Contract and receiving return of deposit(s) 21 made hereunder. 22 25. CONDEMNATION: If prior to the Closing there shall, occur the taking by 23 condemnation of all or such portion of the Property as would materially interfere with Buyer's 24 use and enjoyment thereof or the material modification or termination of the current access to or 25 from the.Property or of sewer or other utility service, then, and in any such event, Buyer may 26 terminate this Agreement by written notice given to Seller within fifteen (15) business days after 27 Purchaser has received the notice of such taking, or at the Closing, whichever is earlier. If Buyer 28 does not elect to terminate this Agreement, then the Closing shall take place as herein provided 29 without abatement of the Purchase Price, and there shall'be assigned to Buyer at the Closing all 30 of Seller's interest in any condemnation awards which may be payable to Seller on account of 31 any such condemnation and Buyer shall receive a credit at Closing in an amount equal to any 32 such condemnation awards paid to Seller prior to Closing. 33 26. MAINTENANCE: Notwithstanding the provisions of Paragraph 23, between 34 Effective Date and Closing Date,, all personal property on the premises and real property, 35 including lawn, and shrubbery, shall be maintained by Seller in the condition they existed as of 36 Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's designee will be permitted 37 access for inspection prior to closing in order to confirm compliance with this standard. 38 39 27. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded 40 'upon clearance of funds and evidence of title to show title in Buyer, without any encumbrances 41 or changes which would render Seller's title unmarketable from the date of the last evidence, and 42 the cash proceeds of sale shall be held in escrow by Seller's attorney or by such other .escrow 43 agent as may, be mutually agreed upon for a period of not longer than five (5) days from and after 44 closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day 45 period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of Page 6 of 11 Seller's Initials Buyer's Initials 1 receipt of such notification to cure said defect; provided however, Seller shall not be required to 2 engage in any litigation to cure any alleged'defects. In the event Seller fails to timely. cure said 3 defect, all monies paid hereunder shall, upon written demand therefore and within five (5) days 4 thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the 5 Property and re- convey same to the Seller by special warranty deed. In the eventBuyer fails to 6 make timely demand for refund, he shall take title as is, waiving all.rights against Seller as to 7 such intervening defect except as may be available to' Buyer by virtue of warranties, if any, 8 contained in deed. 9 - 10 28. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance 11 thereof to promptly deposit and to hold same in escrow and, to disburse same subject to clearance 12 thereof in accordance with .terms and conditions of Contract. Failure of clearance of funds shall 13 not excuse performance by the Buyer. 14 15 29. ATTORNEY FEES AND COSTS: In connection with any litigation including 16 appellate proceedings arising out of this Contract, the prevailing party shall be entitled to recover 17 reasonable attorney's fees and costs. 18 19 30. DEFAULT BY SELLER: In the event that Seller should fail to consummate the 20 transaction contemplated herein for any reason, except ' Buyer's default; Escrow Agent shall 21 return the earnest money deposit to Buyer within 3 days of default. 22 23 31. DEFAULT BY BUYER: In the event Buyer should fail to consummate the 24 transaction contemplated herein for any reason, except default by Seller or the failure of Seller to 25 satisfy any of the conditions to Buyer's obligations, as set forth herein, Escrow Agent shall not 26 return the earnest money deposit to Buyer within 3 days of default. 27 28 32. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND 29 NOTICE: Upon the expiration of the inspection period described in paragraph 23, if Buyer has 30 elected to proceed with purchase of the Property, the parties' shall cause to be recorded, of 31 Buyer's expense, in' the public records of the county in which the Property is located, the 32 executed Memorandum of Contract which is attached as exhibit 1 to this Contract. This Contract 33 shall bind and inure to the benefit of the Parties hereto and their successors in interest. Whenever 34 the context permits, singular shall include plural and one gender shall include all. Notice given 35 by or to the attorney for either party shall be as effective as if given by or to said party. 36 37 33. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and 38 other expenses and revenue of the Property shall be prorated as of date of closing. Buyer shall 39 have the option of taking over-any existing policies of insurance on the Property, if assumable, in 40 which event premiums shall be prorated. The cash at closing shall be increased or decreased as 41 may be required by said prorations. All references in Contract to proration as of date of closing 42 will be deemed "date of occupancy" if occupancy occurs prior to closing, unless otherwise 43 provided for herein. 44 45 34. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed 46 subject only to the limitations contained in Paragraph VII above and those other conditions 47 accepted by Buyer. Page 7ofII Seller's Initials Buyer's Initials 1 2 35. UTILITIES: Seller shall, at.no expense to Seller, actively work with Buyer to assist 3 Buyer in obtaining all municipal permits for electrical, water, sewage, storm drainage, and other 4 utility services for development of the Property. 5 6 36. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall 7 furnish to Buyer all engineering plans, drawings, surveys, artist's renderings and economic and 8 financial studies which Seller has, if any, relating to the Property, and all such information may 9 be used by Buyer in such manner as it desires; provided that in the 'event Buyer fails to purchase 10 the Property for any reason, all such information shall be returned to Seller together with any 11 information that Purchaser may have compiled with respect to the Property. 12 13 37. INSPECTION OF PROPERTY: Buyer shall have thirty (30) days from the Effective 14 Date to make any and all inspections it deems necessary, including, but not limited to, 15 inspections to determine the elevation, grade, and topography of the Property and to conduct 16 engineering and soil boring tests as the Buyer deems necessary in order to determine the 17 usability of the Property. Buyer may in its sole and absolute discretion, give notice of 18 termination of this Agreement at any time and for any reason prior to the expiration of the thirty 19 (30) day inspection period, and upon such termination, all deposits held in escrow shall be 20 returned to Buyer and this contract shall be null and void without liability to the Buyer. 21 22 38. PENDING LITIGATION: Seller warrants and represents that there are no legal 23 actions, suits or other legal or administrative proceedings, including cases, pending or threatened 24 or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge 25 that any such action is presently contemplated which might or does affect the conveyance 26 contemplated hereunder. 27 28 39. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations 29 and warranties set forth in this Contract shall be continuing and shall be true and correct on and 30 as of the closing date with the same force and effect as if made at that time, and all of such 31 representations and warranties shall survive the closing and shall not be affected by any 32 investigation, verification or approval by any party hereto or by anyone on behalf of any party 33 hereto. 34 35 40. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon 36 Buyer's having acquired all the necessary approvals and permits to use the Property for village 37 hall /office space. 38 39 40 41 42 43 44 45 46 47 41. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon any of the Parties hereto unless incorporated in this Contract. No modification or change; in this Contract shall be valid or binding upon the Parties unless in writing, executed by the Parties to be bound thereby. 42. DISCLOSURES: a) X CHECK HERE if the Property is lien imposed by a public body payable Page 8 of 11 subject to a special assessment in installment which continue Seller's Initials Buyer's Initials 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 43 44 45 46 47 beyond closing and, if so, specify who shall.pay amounts due after closing _X _Seller - Buyer Other See Addenda as provided for under Paragraph 43 below, for all lien items. b) Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present.health risks to persons who are exposed to it over time. Levels or radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon may be obtained from your County Public Health unit. C) Buyer acknowledges receipt of the Florida Building Energy - Efficiency Rating System Brochure. d) If the real property includes pre -1978 residential housing then a lead - based permit rider is mandatory. e) If Seller is a "foreign person" as defined by Foreign Investment in Real Property Tax Act, the parties shall comply with that. Act. 43. RIDERS, ADDENDA; SPECIAL CLAUSES: Check those riders. which are applicable and are attached tot his contract Condominium VA/FHA Homeowners Assn. X Lead -Based Paint I Coastal Construction Control Line Insulation _X _"As Is" . Other Comprehensive Rider Provisions Special Clauses: See Addenda No.: 1 attached to this contract. 44. STANDARDS FOR REAL ESTATE TRANSACTIONS ( "Standards"): Buyer and Seller acknowledge receipt of a copy of Standards .A through W of the Florida Association of Realtors and Florida Bar form and same are incorporated as part of this Contract. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVISE OF AN ATTORNEY PRIOR TO SIGNING. THE BASIC CONTENT OF THIS DOCUMENT HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION'OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and conditions in the Contract should be accepted by the parties in a particular section. Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all interested persons. Page 9 of 11 Seller's Initials Buyer's Initials. 1 IN WITNESS WHEREOF, the parties hereto have caused this Real Estate Purchase and 2 Sale Agreement to be-executed by their duly authorized officials. 3 4 BUYER: 5 6 The South Miami Community 7 Redevelopment Agency Foundation,. Inc. 8 9 By: 10 Print Name: 11 Title: 12 Address: 6130 Sunset Drive, South Miami, Florida 33143 .13 14 FOR NOTARY 15 16 STATE OF FLORIDA ) 17 ) 18 COUNTY OF MIAMI -DADS ) 19 •20 On the day of , year of , before me, a Notary Public 21 in and for the above state and county, personally appeared , known to 22 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 23 first duly sworn, such- person(s) acknowledged that he or she /they executed said instrument for 24 the purposes therein contained as his or her /their free and voluntary act and deed. 25 26 27 NOTARY PUBLIC 28 29 My Commission Expires: 30 31 SELLER: 32 33 Graham Hanover,.Inc. 34 35 By: 36 Print Name: 37 Title: 38 Address: 804 NW 92nd Avenue, Plantation, Florida 33324 Page 10 of 11 Seller's Initials Buyer's Initials 1' 2 FOR NOTARY 3 4 STATE OF FLORIDA ) 5 ) 6 COUNTY OF MIAMI -DADE ) 7- 8 On the day of , year of , before me, a Notary Public 9 in and for the above state and county, personally appeared , known to 10 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 11 first- duly sworn, such. person(s) acknowledged that he or she /they. . executed said instrument for 12 the purposes therein contained as his or her /their free and voluntary act and deed. 13 14 15 NOTARY PUBLIC 16 17 My Commission Expires: 18 .19 20 Page 11 of 11 Seller's Initials Buyer's Initials ADDENDUM 1 Addendum J 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 59th Place, South Miami, Florida, bearing Folio No.: 09- 4025 -010 -0180 and 6443. SW 6001 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 $730,000. 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 59th Place, South Miami, Florida and 6.443 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 X04 -25038 CA 27 and agree. that this 1s 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, Inca. 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 I not receive any monies, from the net I 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 I 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, Inc. 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 59t' Place, South Miami, Florida and 6443 SW 59`h 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. 59u' Place', and'.6443 SW- 60'h 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 59th 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 Tends 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 NHAMI 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 Dated: , 2006 Janice Dantzler SMCRA Mr. Voche Ms. Williams Ms. Dantzler Page 4 of 4_ �a�aa9a�aaa�. �aaaa aamaa aed a� �xu III dpNpl �p� p ��IIIII����II ��� N�II� nn�iummneuu��u������ iunnum�i m mmnmemn� iniomiN�uin�innu������ irii'nniiiuuiiiniiiii��� ���0ia miiHe��nnmimm�o ��� iek� IIIIIIInIII�uNII�NIII�� ���1 �� nmuniu�mm� mu�s��s���e� mnenmuumi�uiu�����������r IIII�I IIII�NIIIUIIIIE��0�9��E�1� ����N�I������� N�� ' , FROM :S AND M WIDES FAX NO. :561 451 2250 Oct. 16 2006 08:46AM P1 CORPORATE RESOLUTION LETTER The undersigned officer and director of,Graham Hanover, I ic., a Florida Corporation„ hereby certifies that the following resolution was duly adopted at a board of directors rpeepting of Graham Hanover, Inc., a Florida Corporation held on the - L3 ---- day_ of C-UtZA, 2006 at which a quorum was present and, acting throughout and that the same has not been amended or rescinded and remains in full force and effect. BE IT RESOLVED THAT Graham Hanover, inc., a Florida Corporation, is hereby. authorized to incur expenses and liabilities necessary to sell the properly owned by Graham Hanover, Inc.; a Florida Corporation which has the following legal description: Parcel One: Lot 17. Less E 27.50 Feet, Block 3 Franklin Subdivision, according to. the Plat thereof as recorded in'Plat Book 5 Page 34 Public Records of Miami Dade County, Florida. AND Parcel Two: Lot 4, Less. W 2.5 Feet, Block 1 Franklin Subdivision, according to the Plat thereof as recorded in Plat Book 5 Page.34 Public Records of Miami Dade County, Florida. The Board of Directors and By -Laws hereby authorized THEROL E. VOCHE, President of Graham Hanover, Inc., a Florida Corporation to execute all closing do um is necessary to se a abo ementioned properties: '0000',';� Graha nover, c., a Flom a Corporation- PRESIDENT Print Name WITNESSES: }. . STATE OF FLORIDA - • COUNTY OF M[AM! DADE ) The foregoing instrument was acknowledged before me this - ---- -- day. of 2006 by ---- -- --- -- ----- --=- -. Therol Voche who. produced his drivers license as identification. and, who did/did not take an oath. �\�Nj%1111��uu��<< Notary Pu0i.c ria d +0�.. . #DD 290052 •; �' i 9y • 7H,el�une• ..•Q,`�� Il1 NI��````� i i 1 REAL ESTATE PURCHASE AND SALE AGREEMENT 2 3 PARTIES: Graham Hanover, Inc. as "Seller!', and The South Miami Community 4 Redevelopment Agency Foundation, Inc., as "Buyer ", hereby agree that the Seller shall sell 5 and Buyer shall buy the following described Property pursuant to the terms and conditions herein 6 (including attachments): 7 8 1. DESCRIPTION: 9 10 See Addendum 2 attached hereto. 11 12 2. PURCHASE PRICE: 852,609.36 13 14 a. Advanced payment as provided: Under Addendum No. 5: $122,609.36 15 16 b. Additional Escrow Deposit To Be Made To Escrow Agent : N/A 17 18 c. Assumption Of Existing Mortgage In Good Standing: N/A 19 20 e. New Mortgage Financing With A Lender In The Amount Of. $730;000.00 21 22' f. Purchase Money Mortgage And Note To Seller: NIA 23 24. g. Other: Addendum No. 1: $31,375.92 25 26 h. Balance To Close By Cash Or Locally Drawn Cashier's Check Or Official Bank 27 Check, Subject To Adjustment Or'Prorating: $698,624.08 28 29 30 TOTAL $698,624.08* . 31 32 a. All funds held in the trust account of Lott and Levine in the firm's interest 33 bearing trust account, with interest accruing to the benefit of Buyer and 34 either applied toward the purchase price at closing or returned to Buyer in 35 the event and for any reason the transaction does not close. 36 37. 3. FINANCING: This contract is contingent upon Buyer, obtaining approval. of a 38 municipal tax exempt loan within 30 days after the Effective date for a Fixed loan in the 39 principal amount of $698,624.08 *, at an initial interest rate not to exceed 6 percent, discount and 40 origination fees not to exceed one (1) percent of the principal amount, and for a term of 14 years. 41 Buyer will make application within 30 days after Effective Date and use reasonable diligence to 42 obtain Loan.Approval and, thereafter, to satisfy terms and conditions of the Loan Approval and 43 . close the loan. Buyer shall pay all loan expenses. If Buyer fails to obtain a Loan Approval. or 44 fails to,waiver Buyer's rights under this subparagraph within the time for obtaining Loan 45. ' 46 47 *At closing the two mortgage holders shall be paid off. See Addendum #1. Page 1 of 11 ` Seller's Initials Buyer's Initials 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 43 44 45 46 47 Approval or, after diligent, good faith effort, fails to meet the terms ad conditions of the Loan Approval by Closing, then either party thereafter, by written notice to the other, may cancel this Contract and Buyer shall be refunded .the. deposits. Buyer shall be provided the opportunity to obtain a certified- appraisal of the property. 4. TITLE EVIDENCE: Within ten 10 days from the date of Contract, Seller- shall, .at its expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance commitment with fee owner's title policy premium to be paid by Buyer at closing. 5. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by both of the parties hereto on or before November 17, 2006, the aforesaid deposit(s) shall be, at the option of the Buyer, returned to the Buyer and this offer shall thereafter be null and void. The date of Contract ( "Effective Date ") shall be the date when the last one of the Seller and Buyer has signed this offer. 6. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered on December 31, 2006, unless extended by other provisions of Contract, or by written agreement of the Parties. 7. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject only to: zoning, restrictions, prohibitions and other requirements imposed by the applicable governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility .easements of record; taxes for year of closing and subsequent years. 8 OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein. If Property is intended to be rented or occupied beyond Closing, the fact and terms thereof, and the tenant(s) or occupants shall be disclosed pursuant to Standard F. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to Property from date of occupancy, shall be responsible and liable for maintenance form that date, and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy. 9. ASSIGNABILITY: Neither party may assign this Contract. 10. EFFECTIVE DATE: For purposes of this Agreement, Effective date shall mean the date upon which the last of either party executes this Agreement. 11. EVIDENCE OF TITLE: Within ten (10) days from the Effective Date hereof, Seller,' at Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the Parties ( "Title Company ") . to issue and deliver to Buyer an .ALTA Form B title commitment ( "Title Commitment ") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title. Commitment. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's marketable title to the Real Property, subject only to the matters contained in Paragraph 43 and Page 2 of 11 Seller's Initials Buyer's Initials I those discharged by Seller at- or before Closing. Marketable title shall be determined according 2 to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. 3 Buyer shall give Seller written notice on or before ten (10) days from the date of receipt of the 4 Title Commitment, if the condition of title as set forth in such, Title Commitment and survey is 5 not satisfactory in Buyer's sole discretion. In the event that the condition of title is not 6 acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller 7 shall, at its sole cost and expense promptly undertake and use .its best efforts to eliminate or 8 modify all unacceptable matters to the reasonable satisfaction of Buyer; provided however, 9 Seller shall not be required to engage in any litigation to cure any alleged defects. In the event 10 Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) 11 days after said notice, Buyer may, at its option: (i) extend the time period for a reasonable period 12 not to exceed 120 days within which Seller shall use diligent effort to remove the defects and/or 13 for Seller to satisfy said objections, (ii) accept title subject to the objections raised by Buyer, 14 without an adjustment in the purchase price, in which event said objections shall be deemed to be 15 waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein 16 shall be returned to Buyer and this Agreement shall be of no further force and effect. If Buyer 17 fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, 18 if title is found to be unmarketable, use diligent effort to correct the defect(s) within the time 19 provided. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or 20 receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations 21 under this Contract. If Seller is to provide the Title Commitment and it is delivered to Buyer less 22 than five (5) days prior to Closing, Buyer may extend Closing so that Buyer shall have up to five 23 days from the date of receipt to examine same in accordance with this Standard. 24 25 12. CURRENT SURVEY: Within thirty (30) days from the Effective Date, Seller, at 26 Seller's sole cost and expense, shall furnish a current boundary survey of the Property prepared 27 and certified by a duly registered Land Surveyor. 28 29 13. WOOD DESTROYING ORGANISMS /TERMITES: Buyer, at Buyer's expense, may 30 have the Property inspected by a Florida Certified Pest Control Operator ( "Operator ") at least 10 31 days prior to Closing to determine if there is any viable active Wood Destroying Organism 32 infestation or visible damage from Wood Destroying Organism. infestation, excluding fences. If 33 either or both are found, Buyer may, within five (5) days from date of written notice thereof, 34 have cost of treatment of active infestation estimated by the Operator and all damage inspected 35 and estimated by an appropriately licensed contractor. Seller shall pay costs I of treatment and 36 repair all damage up to. the amount provided under paragraph - 0 -.`If estimated costs exceed that 37 amount, buyer shall have the option of canceling this Contract within 5 days after receipt of 38 Contractor's repair estimate by giving written notice to Seller, or Buyer may elect to proceed 39 with the transaction and receive a credit at Closing of the amount provided in paragraph 43 ( -0- 40 amount to be paid). "Wood Destroying Organisms" shall be deemed to include all wood 41 destroying organisms required to be reported under the Florida Pest Control Act, as amended. . 42 43 14. INGRESS AND EGRESS: Seller warrants and represents that there is ingress and 44 egress to the Property sufficient for the intended use as described in Paragraph VII hereof, the 45 title to which is in accordance with Paragraph XI above, and title to the Real Property is' 46 insurable in accordance with Standard A without exception for lack of legal right of access. 47 Page 3 of 11 Seller's Initials Buyer's - Initials 1 15. LEASES: Seller shall, at least 20 days before Closing, furnish to Buyer copies of all 2 written leases and estoppel letters from each tenant specifying the nature and duration of. the 3 tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is 4 unable to obtain such letter from each tenant, the same information shall be furnished by Seller 5 to Buyer within that time period in the.form of a Seller's affidavit, and Buyer may thereafter 6 contract tenant to confirm such information. If the terms of the leases differ materially from 7 Seller's representations, Buyer may terminate this Contract by delivering written notice to Seller 8 at least five (5) days prior to Closing. Seller shall, at Closing, deliver and assign all original 9 leases to Buyer. 10 11 16. LIENS: Seller shall, both as to the Property being sold hereunder and personally, 12 furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise 13 provided for herein, of any financing statements, claims of lien or potential lienors known to 14 Seller and further attesting that there have been no improvements to the Property for ninety (90) 15 days immediately preceding date of closing. If the Property has been improved within said time, 16 Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors, 17. subcontractors, suppliers, and material men, in addition to Seller's lien affidavit setting forth the 18 names of all such general contractors, subcontractors, suppliers and material men and further 19 reciting that, in fact, all bills for work to the Property which could serve as a basis for a 20 mechanic's lien or construction lien or a claim for damages have been paid or will be paid at 21 closing. 22 23 17. SPECIAL ASSESSMENT LIENS: Except as set forth in paragraph 2(b), certified, 24 . confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be 25 paid by Seller. Pending liens as of Closing shall be assumed by Buyer. If the improvement has 26 been substantially completed as of Effective Date, any pending lien shall be considered certified, 27 confirmed or ratified and Seller shall, at Closing be charged an amount equal to the last estimate 28 or assessment'for the improvement by the public body. 29 30 31 18. PLACE OF CLOSING: Closing shall. be held in the county wherein the Property is 32 located, at the office of the attorney or other closing agent designated by Buyer; provided, 33 however, that if a portion of the purchase price is to be derived from an institutional mortgagee, 34 the requirements of said mortgagee as to time of day, place and procedures for closing, and for 35 disbursement ' of mortgage process, shall control, anything in this contract to the contrary 36 notwithstanding. 37 38 19. TIME: Time is of the essence of this Contract. Any reference herein to time periods 39 of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal 40 holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal 41 holiday shall extend to 5:OO p.m. of the next business day. 42 43 20. DOCUMENTS FOR CLOSING: Seller shall. furnish deed, closing statement, 44 mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be 45 . required in connection with perfecting the title. Buyer shall'Turnish mortgage, mortgage note, 46 security agreement, and financing statement. 47 Page 4 of 11 Seller's Initials Buyer's Initials I 21: EXPENSES: Documentary stamps on the deed. and recording of corrective 2 ` instruments shall be paid by the Seller. Documentary stamps and intangible tax on the mortgage, 3 mortgagee title insurance commitment with related fees, and recording of the mortgage to Seller, 4 deed and financing statements shall be paid by Buyer. Unless otherwise provided by law or rider 5 to this Contract, charges for the following related title services, namely title evidence, title' 6 examination, and closing fees (including preparation of closing statement) shall be paid by the 7 party responsible for furnishing the title evidence as provided for in this contract. 8 9 22. PRORATION /CREDITS: Taxes, assessments, rent, interest, insurance and other 10 expenses of the Property shall be prorated through the day before Closing. Buyer shall have the 11 option of taking over existing policies of insurance, if assumable, in Which event premiums shall 12 be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to 13 be made through day prior to Closing, or occupancy, if occupancy occurs before Closing. 14 Advance rent and security deposits will be credited to Buyer. Escrow (trust account) deposits 15 held by mortgagee will be credited to Seller. Taxes shall be prorated based upon the current's 16 year's tax with due allowance made for maximum allowable discount, homestead and other 17 exemptions. If Closing occurs at a date when the current year's millage is not fixed and current 18 year's assessment is available, taxes will be prorated _based upon such assessment and prior 19 year's millage. If there are completed improvements on the Real Property by January l'.t of year 20 of Closing, which improvements were not in existence on January 1" of prior year, then taxes 21 shall be prorated based upon prior year's millage and an equitable assessment to be agreed upon 22 between the parties; failing which, request shall be made to the County Property Appraiser for an 23 informal assessment taking into account available exemptions. A tax proration based on an 24 estimate shall, at the request of either party, be readjusted upon receipt of tax bill on condition 25 that a statement to that effect is signed at closing. This provision shall survive closing. 26 27 23. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that the ceiling, 28 roof (including fascia and soffits) and exterior and interior walls, foundation, and dockage of the 29 Property do not'have any visible evidence of leaks, water damage or 'structural damage and that 30 the septic tank, all appliances, mechanical items, heating, cooling, elevators, electrical, plumbing 31 systems and machinery are in Working Condition. The foregoing warranty shall be limited to the 32 items specified unless otherwise provided in an addendum. Buyer may inspect, or at Buyer's 33 expense, have a firm or individual specializing in inspection and holding an occupational license 34 for such purpose (if required) or an appropriately licensed Florida contractor make inspections 35 of, those items within 30 days after the Effective Date. Buyer shall, prior to Buyer's occupancy 36 but not more than 30 days after the Effective Date, report in writing to Seller such items that do. 37 not meet the above standards as to defects. Unless Buyer timely reports such defects, buyer shall 38 be deemed to have waived Seller's warranties as to defects not reported. If repairs or 39 replacements are required to comply with this Standard, Seller shall cause them to be made and 40 shall pay up to the amount provided in paragraph 2. Seller is not required to make repairs or 41 replacements of a Cosmetic Condition unless caused by a defect Seller, is responsible to repair or 42 replace. If the cost for such repair or replacement exceeds the amount provided in paragraph 2, 43 Buyer or Seller may elect to pay such excess, failing which either party, may cancel this Contract. 44 If Seller is unable to correct the defects prior to Closing, the cost thereof, shall be paid into 45 escrow at Closing, Seller shall, upon reasonable notice, provide utilities service and access to the 46 property for inspections, including a walk through prior to Closing, to confirm that all items of 47 Personal.,Property are on the Real Property and, subject to the foregoing, that all required repairs Page 5of11 Seller's Initials Buyer's Initials 1 and replacements have been made and that the property, including but not limited to lawn; 2 shrubbery, and sprinklers, if ay has been maintained in the condition existing as of Effective 3 Date, ordinary war and tear excepted. For purposes of this Contract: (1) "Working Condition" 4 means operating in the manner in which the item was designed to operate; (2) "Cosmetic 5 Condition" means aesthetic imperfections that do not affect the Working Condition of the item, 6 including, but not limited to: missing or torn screens, fogged windows, ,tears, worn spots or 7 discoloration of floor coverings, wallpaper or window treatments, nail holes, scratches, dents, 8 scrapes, chips or caulking in ceilings, walls, flooring, fixtures or mirrors, and minor cracks in 9 floors, tiles, windows, driveways, sidewalks and (3) cracked roof tiles, curling or worn shillings, 10 or limited roof life shall not be considered defects Seller must repair or replace, so long as there 11 is not evidence of actual leaks or leakage or structural damage, but missing tiles will be Seller's 12 responsibility to replace or repair. 13 24. RISK OF LOSS: If the property is damaged by fire, or other casualty prior to closing, 14 and the costs of restoring same does not exceed three percent (3 1/o) of the assessed valuation of 15 the property or improvements so damaged, cost of restoration shall be an obligation of the Seller 16 and closing shall proceed pursuant to the terms of Contract with costs therefore escrowed at 17 closing. In the event the cost of repair or restoration exceeds three percent (3 %) of the assessed 18 valuation of the improvements so damaged, Buyer shall have the option of either taking the 19 Property as is, together with either the said three percent (3 %) or any insurance proceeds payable 20 by virtue of such loss or damage, or of canceling the Contract and receiving return of deposit(s) 21 made hereunder. 22 25. CONDEMNATION: If prior to the Closing there shall occur the taking by 23 condemnation of all or such portion of the Property as would materially interfere with Buyer's 24 use and enjoyment thereof or the material modification or termination of the current access to or 25 from the Property or of sewer or, other utility service, then, and in any such event, Buyer may 26 terminate this Agreement by written notice given to Seller within fifteen (15) business days after 27 Purchaser has received the notice of such taking, or. at the Closing, whichever is earlier. If Buyer 28 does not elect to terminate this Agreement, then the Closing shall take place as herein provided 29 without abatement of the Purchase Price, and there shall be assigned to Buyer at the Closing all 30 of Seller's interest in any condemnation awards which may be payable to Seller on account of 31 any such condemnation and Buyer shall receive a credit at Closing in an amount equal to any 32 such condemnation awards paid to Seller prior to Closing. 33 26. MAINTENANCE: Notwithstanding the provisions of Paragraph 23, between 34 Effective Date and Closing Date, all personal property on the premises and real property, 35 including lawn, and shrubbery, shall be maintained by Seller in the condition they existed as of 36 -Effective Date, ordinary wear and tear excepted, and Buyer Ior Buyer's designee will be permitted 37 access for inspection prior to closing in order to confirm compliance with this standard. 38 39 27. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded 40 upon clearance of funds and evidence of title to show title in Buyer, without any encumbrances 41 or changes which would render Seller's title unmarketable from the date of the last evidence, and 42 the cash proceeds of sale shall be held in escrow by Seller's attorney or by such other escrow 43 agent as may be mutually agreed upon for a period of not longer than five (5) days from and after 44 closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day 45 period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of Page 6 of 11 Seller's Initials Buyer's Initials 1. receipt of such notification to cure said defect; provided however, Seller shall not be required to 2 engage in any litigation to cure any alleged defects. In the event Seller fails to timely cure said 3 defect, all monies paid hereunder shall, upon written demand therefore and within five (5)' days 4 thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the 5 Property and re- convey same to the Seller by special warranty deed: In the event Buyer fails to 6 make timely demand for refund, he shall take title as is, waiving all rights against Seller as to 7 such intervening defect except as may be available to Buyer by virtue of warranties, if any, 8 contained in deed. 9 10 28. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance 11 thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance 12 thereof in accordance with terms and conditions of Contract. Failure of clearance of funds shall 13 not excuse performance by the Buyer. 14 15 29. ATTORNEY FEES AND COSTS: In connection -.with any litigation . including 16 appellate proceedings arising out of this Contract, the prevailing party shall be entitled to recover 17 reasonable attorney's fees and costs. 18 19 30. DEFAULT BY SELLER: In the event that Seller should fail to consummate the 20 transaction contemplated herein for, any reason, except Buyer's default; Escrow Agent shall 21 return the earnest money deposit to Buyer within 3 days of default. 22 23 31. DEFAULT 'BY BUYER: In the event Buyer should fail to. consummate the 24 transaction contemplated herein for any reason, except default by Seller or the failure of Seller to 25 satisfy any of the conditions to Buyer's obligations, as set forth herein, Escrow Agent shall not 26 return the earnest money deposit to Buyer within 3 days of default. 27 28 32. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND 29 NOTICE: Upon the expiration of the inspection period described in paragraph 23, if Buyer has 30 elected to proceed with purchase of the Property, the parties shall cause to be recorded, at 31 Buyer's expense, in the public records of the county in which the Property is located, the 32 executed Memorandum of Contract which is attached as exhibit 1 to this Contract. This Contract 33 shall bind and inure to the benefit of the Parties hereto and their successors in interest. Whenever 34 the context permits, singular shall include plural and one gender shall include all. Notice given 35 by or to the attorney for either party shall be as effective as if given by or to said party. 36 37 33. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and 38 other expenses and revenue of the Property shall be prorated as of date of closing. Buyer shall 39 have the option of taking over any existing policies of insurance on the Property, if assumable, in 40 which event premiums shall be prorated. The cash at closing shall be increased or decreased as 41 may be required by said prorations. All references in Contract to prorations as of date of closing 42 will be deemed "date of occupancy" if occupancy occurs prior to closing, unless otherwise 43 provided for herein. 44 45 34. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed 46 subject only to the limitations contained in Paragraph VII above and those other conditions 47 accepted by Buyer. Page 7of11 Seller's Initials Buyer's Initials 1 2 35. UTILITIES: Seller shall, at no expense to Seller, actively_ work with Buyer to assist 3 Buyer in obtaining all municipal permits for electrical, water, sewage, storm drainage, and other 4 utility services for development of the Property. 5 6 36. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall 7 furnish to Buyer all engineering plans, drawings, surveys, artist's renderings and economic and 8 financial studies which Seller has, if any, relating to the Property, and all such information may 9 be used by Buyer in such manner as it desires; provided that in the'event Buyer fails to purchase 10 the Property for any reason, all such information shall .be returned to Seller together with any 11 information that Purchaser may have compiled with respect to the,Property. 12 13 37. INSPECTION OF PROPERTY: Buyer shall have thirty, (30) days from the Effective 14 Date to make any and all inspections it deems' necessary, including, but not limited to, 15 inspections to determine the elevation, grade, and topography of the Property and to conduct. 16 'engineering and soil boring tests as the Buyer deems necessary in order to determine the 17 usability of the Property. Buyer may in its sole and absolute discretion, give notice of 18 termination of this Agreement at any time and for any reason prior to the expiration of the thirty 19 (30) day inspection period, and upon such termination, all deposits held in escrow shall be 20. returned to Buyer and this contract shall be null and void without liability to the Buyer. 21 22 38. PENDING. LITIGATION: Seller warrants and represents that there are no legal 23 actions, suits or other legal or administrative proceedings, including cases, pending or threatened 24 or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge 25 that any such action is presently contemplated which might or does affect the conveyance 26. contemplated hereunder. 27 28 39. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations 29 and warran ties set forth in this Contract shall be continuing and shall be true and correct on and 30 as of the closing date with the same force and effect as if made at that - time, and all of such 31 representations and warranties shall survive the closing and shall not be affected by any 32 investigation, verification or approval'by any party hereto or by anyone on behalf of any party 33 hereto. 34 35 40. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon 36 Buyer's having acquired all the necessary approvals and, permits to use the Property for village 37 hall /office space.. 38 39 41. OTHER AGREEMENTS: No prior or present agreements or representations shall be. 40 binding upon any of the Parties hereto unless incorporated in this Contract. No modification or 41 change in this Contract shall be valid or binding upon the Parties unless in writing, executed by 42 the Parties to be bound thereby. 43 44 42. DISCLOSURES: 45 46 a) X CHECK .HERE if the Property is subject to a special assessment 47 lien imposed by a public body payable in installment which continue Page 8 of 11 Seller's Initials Buyer's Initials 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 43 44 45 46 47 beyond closing and, if so, specify who shall pay amounts due after closing _X Seller - Buyer _Other, See Addenda as provided for under Paragraph 43 below, for all lien items. b) Radon is a naturally occurring radioactive gas that when accumulated in a building in, sufficient quantities may present health risks to persons who are exposed to it over time. Levels or radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon may be obtained from your County Public Health unit. C) Buyer acknowledges receipt of the Florida Building Energy - Efficiency Rating System Brochure. d) If the real property includes pre -1978 residential housing then a lead - based permit rider is mandatory. e) If Seller is a "foreign person" as defined by Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. 43. RIDERS, ADDENDA; SPECIAL CLAUSES: Check those riders which are applicable and are attached tot his contract Condominium VA/FHA Homeowners Assn. X Lead -Based Paint Coastal Construction Control Line Insulation _X _"As Is" Other Comprehensive Rider Provisions Special Clauses: See Addenda No.: 1, 3, 4, 5 and 6 attached to this contract. 44. STANDARDS FOR REAL ESTATE TRANSACTIONS ( "Standards "): Buyer and Seller acknowledge receipt of a copy of Standards A through W of the Florida Association of Realtors and Florida Bar form and same are incorporated as part, of this Contract. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVISE OF AN ATTORNEY PRIOR TO SIGNING. THE BASIC CONTENT OF THIS DOCUMENT HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and, conditions in the Contract should be accepted by the parties in a particular section. Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all interested .persons. Page 9 of 11 Seller's Initials Buyer's Initials 1 IN WITNESS WHEREOF, the parties hereto have caused this Real Estate Purchase and 2 Sale Agreement to be executed by their duly authorized officials. 3 4 BUYER: 5 6 The South Miami Community 7 Redevelopment Agency Foundation, Inc. 8 9 By: 10 Print Name: 11 Title: 12 Address: 6130 Sunset Drive, South Miami, Florida 33143 13 14 FOR NOTARY 15 16 STATE OF FLORIDA ) 17 ) , 18 COUNTY OF MIAMI -DADS ) 19 20 On the day of year of before me, a Notary Public 21 in and for the above state and county, personally appeared , known to 22 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 23 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 24 the purposes therein contained as his or her /their free and voluntary act and deed. 25 26 27 : NOTARY PUBLIC 28 29 My Commission Expires: 30 , 31 SELLER: 32 33 Graham Hanover, Inc. 34 35 By: 36 Print Name: 37 Title: 38 - Address: 804 NW 92" d Avenue, Plantation, Florida 33324 Page 10 of 11 Seller's Initials Buyer's Initials 1 2 FOR NOTARY 3 4 STATE OF FLORIDA' ) 5 ) _ 6 COUNTY OF MIAMI -DADE ) 7 8 On the day of , year of , before me, allotary Public. 9 in and for the above state and county, personally appeared , known to 10 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 11 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 12. the purposes therein contained as his or her /their free and voluntary act and deed. 13 14 15 NOTARY PUBLIC 16 17 My Commission Expires: 18 19 20 Page 11 o ADDENDUM 1 Addendum 1, to the Contract for Sale and Purchase between The, South Miami Community Redevelopment Agency Foundation, Inca ( SMCRA) and Graham Hanover, Inc. to purchase the parcels knownas: 6442 SW 59"` 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 $852,609.36. 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 th ' Place, South Miami, Florida and 6443 SW 59th . 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, Inc. 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 59ffi Place South Miami, Florida and 6443 SW 59`x' Place, South Miami, Florida by Graham Hanover, Inca 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 6443 SW' 60t' 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 59ffi Place, to SMCRA for $450,000, then the . SMCRA shall release' all recorded liens against 6429 SW 5901 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 I . 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 JS 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 y mama ' IINII���1�11� m�uiNmn�ni �IIh�I�IIIIIN �I� i nnnnmi nnnNnu� � s�mm I�IuI��YU��I y �aasai aaa9a�l �aaia�a�aaaa aoa� M u N � nlllll� � mmmuMmmivmn mA�nm �NNIIIIIAIIIIIIAI�a���E������ mm mumum� �uuaeaseosase a mnnnuunemne i���e �� a� � � �IIIIIRII�II�III II�� �19I nanummduuu�ins����s�s��� IIUIINIIIIIINIIIIIllfll199 �9�@II�9�ol �NAIi��NIIIIUH��IINO �II�� 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 59th Place, South Miami, Florida, be Folio No.: 09 -4025- 010 -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'ih I age.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) Payoff 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: l'of 3 and all carrying costs from November ls`, 2006 through December 31, 2006:. Thereafter, should this contract be extended fora 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. Yoche 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 belransferred to.the SMCRA, after payment of current management fees and utilities (November or December, 2.006 utilities; as applicable).. All parties agree that TIME IS .OF THE ESSENCE IN REGARDS TO THE CLOSING DATE OF DECEMBER 319 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. 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 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 59d' Place, South Miami, Florida, bearing Folio No.: 09- 4025- 010 -0180 and 6443 SW 600' Avenue, South Miami, Florida, bearing Folio No.:. 09- 4025 - 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 $122,609.36; and, WHEREAS, to secure the $122,609.36 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: H. PROMISSORY- AMOUNT SMCRA shall pay, a carrying cost/deposit of $122,609.36 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''' 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 $852,609.36 from Graham . Hanover, Inc. for a total purchase price of $852,609.36. Graham Hanover, Inc., shall refund the $122,609.36 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.60`h 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(B)(1) of this agreement. SMCRA. Graham Hanover, Inc. Page I of 6 The initial loan of $122,609.36 shall be evidenced and secured by Loan Agreement, Promissory: Note and the Mortgage, which is attached as Exhibit A. M. 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 $122,609.36 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 Boynton ueacn,rioncia -ijub 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. Itis 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. IX. 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; (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 04-25 03 8 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; WASP 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 Arreement/Sevembility of Provisions. This Agreement with its attachment contain all the terms 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. 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., Binding 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 l The underlying purchase and sale agreement shall close on or.before December 31", 2006. The SMCRA shall deduct the good faith payment/deposit of $122,609.36 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 (3 0) days, the ,promissory note and mortgage for $122,609.36 and Graham Hanover, Inc. shall have clear title to $122,609.36 (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 . I i •1VW2006 ' 2O't 24 :9547336447 . "KIMBERLY -BOBQ: "BROIJN' ;: : ':PAGE' ' 01 ' : irnbeirXj►;I3uba, xawzy, P.A. 5440 .N& S6te -Rd. 7 ' Suift :.'•.oil -L, u .M06;.T'L 33319 `.ace (gS4) 7336447 X: :Tos :VJE I3gU'JCSIS,-ESQ. �P1�oiaei :(3A5) 945353 ow ;+ Coiuimetits:: :.Xi.vea:x:coPipleted:ireviewi 3 al A ddenduxz� .x thearag: xegairdmg .•the "�4S:�S: c • • . . • � .:. (b };��vhacb�.:r��s the paxag�rap on tieo•tgage oiaPage?zra .. . 2006. , C. �xo�oai::'�xinberly �oba= Brown' �... ..�...... (Z cIn xn�g iboweir:�age) daenduiq" s,�d :esout�o.:.;on Page needs 6,40:;changed to 'aragiaph 23 C1N ";:instead o Ara a d 'thee praviot�ts eontz'act. Addtio�aay, .. ast: pairagxap�i you: have .2 versus ..•• : �vhaitiis.•. our recaivai�oiendat> lori�to: �t�ie': GrR .X%:xegaxd in­ g":both.pxopasais� , • .. • :.: X'Iease fib; t kk.contr.�w :and - iddeinduzns �regggiiqg:issue X xaxaed or cud �oae '•yau' dzsagicee:with 'any, :otbese'tezn ox.parevxous yaated.cancerzis::: ; THANKS x'Xease lrlote.'tiexnfbation..ini tbi�s :.acszzna�e.te•atsnasss�ou.xs aitetaded onlp'£x h C. :.:exa>nal and COl'�FIDE�T'TJAL use olthe cleszgnafied recipzezat(s} jaaxned above: • :: his`znessAge may bean attox�iey /client corabounxcahort aiad as;such s >riiv, egeci THE R,AAER Uk''HIB FA,CSA1XiLE JES .t4x':'THE YNTENAD Cl f • .. • :' : :.: our: afire:: �i�fif�ed: t' �afiyou; ttav�. xeceivOd :• #bas,:docu�e�afi:��,et�rors a�ad:that��y revzew; . ;... Y ' �' ': , • :': 'da<sseznznatxa�a, dzsirzbuttton ol yzng of thzs txatismzsszou as sixxct�y prohy zte . ; .' ciu' Xiave' irecxved: thistxaiagm�issio�ax�aerror; Xease :hotiythz.:otce��num�dzately y: :,.... :. 'via te�epb;une (954) 733 3933: We :+will pi•ovzde-you wztl>t loistxuctaous'an datspasa� o tkze' irzicssage. Thaiu U. s .. ....... :... ... 11168/7905 16i 11 9547336447 `KIMBERLY BOBMs - BROWN': 'PAGE" 01'. Ki.mberly-Bobo- Brown, P.A. 5440 N.: State'Rd. SY" 212 Fort - Lauderdale, FL 33319 P,�o�te �954�: 733- 3933 " , Fax;:.. 050131--.6447 To: EVE BOUTSIS, ESQ. From: ,Kimberly Bobo - Shown Fair X305) .854 -5351 Date: Nov 8,`2006 Phone: {305) 854 -5353 pages: Re: GRAHAM HANOVER, INC (%eludimg: Covex Page) Conalmieiifs: FIi Eve, regaxdin ;cantract that-you axed'over :fbiese are fide �oalowing issues tbiat veed to . e R.4 ph 4 and 11: Title B �dep�ce:and. Evidence o�'�'itIe :tliaBuyer;i§ Wili�iiag.�o credit tie Secr foie the cost o£'te Title - Comm�tiggettt at closing: axagrah 12: Survey the Buyer: is xespoisille fox. aibta�ining. and payiigg.aL Buyex's sow oxpe�gse for an y ajtd'al� survey§ Paragra 4-17: Special.-Assessment , ..... '.. ; , Lions don i:micIude ar y ;liens arecorded against the property iregardivag code violaiaons which the;Buyer bas;gireed t�ieso Bens ill ba �re1le, si e' upon ithe`siicc, s3h l tfansfer *af:6wiuei�shxp to ' .:: , Pairagrapl; 21: Expenses:'he Buyerwal puy:'orc)xarges:'or,pXeparataori ofcltisang . z ent: The Sellex wiXl :pay.for cbairges Xegaxdiva t thi Ti #Xe stat� . Coin�inatiouient �a�ail Title ea:a�oiuiiatio>a. airagraph' 23; oispcctiox�s, i2epairs; au+1 Max fenauici : xbie' pxoperty is WfnpPld W "AS 9 CONDITIC}N» the Seli akes uo'repiv e tatiaius xegardi�ig the coi�ditia�u�oftli +�..1'xoperties: , :. Paxagrsi�ih 27 aiid 28 'iraceeds oI Saxe: and iClnsI :.P 'duire ANA;Escxavv: : Tli6 n' U.praeeeiisVoin the sale.ofthe ro ierties:shall lie disiiursed at 11'/081205 : 16 :11 954733544? - KIMBERLY BOBO:= BROWN'.: PAGE 02 closzng to the Seller. As Xong;as *A6Buyeir receives: a.title co znYnxtaneiat t* x su�r+e „tl a saxil properties az a tx ie.com xtment �s available or:tbe Buyer to pu c lase_ 'Q�r the piropexti�es;. vh,ei'eby, au owner's pq�icy waia�d �e issued to t ie �u ex Iar tbo piroppJes. Paragraph 32: The- Co gtract shd1 iaat.be -k6dc rdahle:by liuy�r of Selzer.. he . recairdiiig:oP thzs'coi firact cons Q$ aft xmraecbate bx�et eYi o£ .tli�a Ct�iitiract. (Prior coxttlract..dtr1�t'ih have:ariy �iarovisi�on.ta'xecoxii .eaiutira�t) :Paagiiph 37:Inspect%an ofd'xopirty ►,.ihc;Buyex.decidos to:tern7txz�ate this' agree monies paid. foir cairryxng.costs.t'o the.:SeXYer.:is non refugdahXe.to e- Bujia�rd tiae Buyer:sb�aXY ;eecufc a�I.ueaessayry' • releases regardooig: pirouuss�nry �uot..... uaoiritgage: Panigtaph-44: Ac, uati �ag Approvaxs; ;��:tlie Buyer.diecxq. s to,terxicu..... tufs q... agreement th __g p, to the'.SeYYex ison� refi�adatile to the Buyer am the EyairshaU 6-a -netessary releases •ireg�rd�ng`�ixomxssoiy ivate and i�aortgage� • , � : : .. _ .. ... Para g •.a "C 42; 'iscxasures:::SeYxetr'is oly;vblgated .ta, speea:asseSSmte�at Xie�is ' : #bAt axe not aCelated fio tlxe code wioXatiom penis wbuch Adll he warved upaxtuyer cToaiiag op prop so 42(A,).needs to`be,cbianged'to inflect no ` payaneiat': byS�e l�eic•�ai�:tbieseatems. .... :. . Z shYl bane to preview :addeAdaws:xf-1000id:anythxsxg x'.YY' ax,you aAy otTiex cbaages ' .' Ia•fie>r this �evem%ii,g. .. , gd iii less there is •a Breach of the ;A;grpemerit'by the SeXX x :oir $uwyeir:.tSp6h;.a1reaclz .. o� ':.A . .... d the.party altegmg ...... the Bireacli of the Agree eat zs ��esponsitbit :�'ax:payirig' a�x .t'ees necessary ao record tltit §'Agx'eemeaat: ' Please:.�late:'I'l a in oirmat on iuthis iacsimiae, t axxsiuiSSia�x is intend dririly foie tlis :personal amid eOp'iDENTIA% use of tie designated recxpxcnt(sj naivaed above: , :..::'This;�aaessa a xnay.ixe :axe alto aey /cX�eot;conxuauU tAiift' and as sucYit`.�s px viYeged, :.:.. S:FACSIMILE,18'Nd'X' xH�:IN�' �NDE� RT�I�'�N"T',: ::yon.aire notified t °at:y4u Ixeve receive d. thus c]ocuent xn: :error, sand that aiay irevxew; cisse>iiiivafoti :dlstrxbutioxt ex co in ol.this`traasroissio�a as stirctiy proYiibited: Xf . py:. you'Yiave:received tbtas rra�tsnaxssxoxx m:e�xar;':pXeaseotipy this ace x�mnaedateYy ':. FROM :S AND M WIDES FAX NO. :561 451 2250 Oct. 16 2006 08:46AM P1 CORPORATE RESOLUTION LETTER The undersigned officer. and director of Graham Hanover, Inc., a Florida', Corporation, hereby, certifies that the following resolution was duly adopted at aboard of directors s rp ti �n of Graham Hanover, Inc:, a Florida Corporation held on the -3-- -- day of Q = 'z2006 at which a quorum was present and acting throughout and that the same has not been amended or rescinded and remains in full force and effect. BE IT RESOLVED THAT Graham Hanover, Inc:, a Florida Corporation, is hereby authorized to incur expenses and liabilities necessary to sell the property owned by Graham Hanover, Inc., a Florida Corporation which has the following legal description: J Parcel One: Lot 17. Less E 27.50 Feet, Block 3 Franklin Subdivision, according to the Plat thereof as recorded in 'Plat Book 5 Page 34 Public Records of Miami Dade County, Florida. AND Parcel Two: Lot 4; Less W 2.5 Feet, Block 1 Franklin Subdivision, according to the Plat thereof as recorded in Plat Book 5 Page 34 Public Records of Miami Dade County, Florida. The Board of Directors and, By -Laws hereby authorized THEROL E. VOCHE, President of Graham Hanover, Inc., aFlorida Corporation to execute'all closing do ume is necessary to se a abo ementioned properties. Graha anover, Yn4. .a Flori n Corporation' PRESIDENT Print Name J i'� �1ZD L.. L� . 1(p 0 /',C, WITNESSES: STATE OF FLORIDA ) COUNTY OF MIAMI DADS ) The foregoing instrument was acknowledged before me this d -- day of 22006 by- --- --- Therol Voche who produced his drivers license as identification and who did/did not take an oath: NNS0yy�� Notary P* ic Prix i/ o r-1- /off•. ,. #00290052 <<! 7 2001 Making our Neighborhood a Great Place to Live, Work and Play/' To: Honorable Chair. and SMCRA Board Members From: Yvonne Soler - McKinley SMCRA Executive Dire RESOLUTION Date: November 13, 2006 Item No. APPROVAL TO PURCHASE 6429 SW 59`x' PLACE AND 6443 SW 59ril PLACE A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT, AGENCY ( SMCRA) _ RELATING TO THE PURCHASE OF REAL PROPERTY; RE- AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONTRACT FOR SALE AND PURCHASE BETWEEN THE SMCRA AND PAMELA WILLIAMS AND JANICE DANTZLER TO PURCHASE .6429 SW 59 "' PLACE, SOUTH MIAMI, FLORIDA BEARING FOLIO NO.:09- 4025- 010 -0310 AND 6443 SW 59TH PLACE SOUTH MIAMI, FLORIDA 09- 4025- 010 -0320 FOR A TOTAL CONTRACT AMOUNT OF $450,000.00; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND During the April 11, 2005 Meeting, the Board authorized the Executive Director to obtain appraisals and to negotiate ,the, purchase of properties required 'for the development of Madison Square. Staff subsequently obtained appraisals for all of the properties required for development. Base on the 2005: property appraisals received for the properties, the combined appraised value for 6429 SW 59`" Place and 6443 SW 59t' Place is $377,000. On April 10, 2006, the Board authorized the Executive Director to enter into contract with Pamela Williams and Janice. Dantzler to purchase 6429 SW 591h Place and 6443 SW 59`h Place fora negotiated purchase price of $450,000 (See Exhibit 1). A purchase and sale contract was. subsequently executed between the SMCRA and Pamela Williams and Janice Dantzler. Due to circumstances beyond the control of the SMCRA including delays in receiving Miami -Dade County approval for a SMCRA long -term bonding program and an extension of the life of the SMCRA Agency; the purchase and sale contract has since expired. Based on the length of time that has elapsed since the original contract was executed, the Seller's are requesting compensation for fees incurred as a result of non realized interest due to the original 'contract not closing in. April, 2006. The Sellers are also requesting a reimbursement of legal fees incurred since April 2006 (See Exhibit 2). The total amount requested by the Sellers for incurred fees is $33,710.48. It is at the Board's discretion whether to compensate the Sellers for any or all of the above referenced incurred costs. Two versions of the proposed purchase and sale contract have been provided for Board review including one with carrying costs included and- one without the requested carrying costs (See Exhibit 3). Approval of.the attached resolution shall authorize the Executive Director to enter into contract with Pamela Williams and Janice Dantzler to purchase 6429 SW 59'h Place and 6443 SW 59th Place for a negotiated purchase price of $450,000. RECOMMENDATION: Staff recommends approval of the attached resolution authorizing the Executive Director to enter into contract with Pamela Williams and Janice Dantzler to purchase 6429 SW 59th Place and 6443 SW 591h Place for a negotiated purchase price of $450,000. Attachments: Draft Resolution April 10, 2006 SMCRA Approval Purchase and Sale Agreement Seller Request For Fund Reimbursement YSM/SD MCGRUFFIPLANNINGIC R A\Purchase of Williams and Danzlerr Properties,doc 1 RESOLUTION NO. 2 3 A RESOLUTION' OF THE -SOUTH MIAMI . COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO REAL 5. PROPERTY; AUTHORIZING THE EXECUTIVE` DIRECTOR TO 6 EXECUTE 'A CONTRACT . FOR SALE AND PURCHASE BETWEEN 7 THE SMCRA AND PAMELA WILLIAMS AND JANICE DANTZLER TO 8 PURCHASE 6429 SW 59th PLACE, SOUTH MIAMI, FLORIDA 9 BEARING FOLIO NO.:09- 4025- 010 -0310 AND 6443 ' SW 59TH PLACE .10 SOUTH MIAMI, FLORIDA. - 09 -4025- 010 -0320 FOR A TOTAL 11 CONTRACT AMOUNT OF $450,000.00; AND PROVIDING AN 12 EFFECTIVE DATE. 13. j 14 WHEREAS, during the April ,11, . 2005 SMCRA . Meeting; the Board 15 authorized . the Executive Director to obtain appraisals . and : to negotiate the 16 purchase of properties required for the development of Madison, Square; and 17 18 WHEREAS, property appraisals were subsequently obtained for all of the 19 properties required for development, 20 21 WHEREAS, based on a 2005 property, appraisal received for 6429 SW 22 59th Place and 6443 SW 59`h . Place the combined appraised value for the 23 properties is $377,000; and 24 25 WHEREAS; on April .10, .2006, the Board authorized the Executive 26 Director to enter. into contract with Pamela Williams and Janice. Dantzler to 27 purchase 6429 SW 59th Place and 6443 SW 59th Place for a negotiated purchase 28 price of $450,000; and 29 30 WHEREAS, due to, circumstances beyond the control of the SMCRA 31 including delays in receiving Miami -Dade County .approval for a SMCRA long- 32 term bonding program and an extension of the life of the SMCRA Agency, the 33 purchase and sale contract has since expired; and 34 35 WHEREAS, the South Miami Community Redevelopment Agency 36 ( SMCRA) desires to'purchase from Graham Hanover Inc. the following parcels: 37 6429 SW 59th Place,. South Miami, Florida, bearing Folio No.: 09- 4025- 010 - 0310 38 and 6443 SW 590h Place, South Miami, Florida bearing Folio No.: 09 -4025 -010 - 39 0320 in order to implement the Madison Square Project; and 40 41 WHEREAS, the sale and purchase of 6429 SW 59`h Place and 6443 SW 42 59th Place will -be contingent upon the release of all previously recorded liens 43 against the two properties. i l 2 NOW THEREFORE BE IT RESOLVED BY THE SOUTH MIAMI 3 COMMUNITY REDEVELOPMENT AGENCY; 4 5 Section 1. The South Miami. Community Redevelopment Agency 6 (SMCRA) agroves. the attached purchase and sale agreement for the purchase of 7 6429 SW. 59 Place, South Miami, Florida, bearing Folio 09 -4025- 010 - 0310 8 'No.: and 6443 SW 59h. Place, South Miami, Florida bearing Folio No.: 09- 4025 -010= 9 0320 from Pamela Williams and Janice Dantzler; which contract .shall be for 10 $450,000, via financing approval within. 60 days of execution of agreement; 11 12 Section 2. This resolution shall take effect immediately upon. approval., 13 . 14 15 PASSED. AND ADOPTED this day of November, 2006. 16 17 .18 ATTEST: APPROVED: 19 .20 ' 21 22 City of South Miami,. Chairperson Horace Feliu , 23 Community Redevelopment Agency 24. Clerk. 25 .26 Board Vote: .27 Chairperson Feliu: 28 Vice Chairperson Wiscombe: 29 READ AND APPROVED AS TO FORM: Board Member: Palmer 30 Board Member Birts: ..31 Board Member Jay Beckman: 32 Board Member Ellis: 33 Board Member Williams: 34 Eve A. Boutsis, Office of. 35 General Counsel 36 Nagin Gallop & Figueredo, P.A. 37 EXHIBIT 1 RESOLUTION NO. CRA 11 -06 -204 A RESOLUTION OF THE SOUTH MIAMI''. COMMUNITY REDEVELOPMENT' AGENCY (SMCRA) RELATING TO. REAL PROPERTY; AUTHORIZING THE EXECUTIVE . DIRECTOR TO EXECUTE A. CONTRACT FOR" SALE: AND; PURCHASE BETWEEN THE SMCRA AND. PAMELA WILLIAMS AND,JANICE DANTZLER TO PURCHASE 6429 SW 59th PLACE, -SOUTH MIAMI, � FLORIDA BEARING FOLIO NO.:09 -4025- 010 -0310 AND 6443 SW 59TH, PLACE SOUTH MIAMI, FLORIDA 09- 4025 - 010 -0320 FOR A TOTAL CONTRACT AMOUNT OF $450;000.00,• AND PROVIDING AN EFFECTIVE DATE: WHEREAS, during the April 11, 2005 SMCRA Meeting, the Board authorized the Executive Director to :obtain appraisals and to negotiate the purchase of properties required for the development of Madison Square; and WHEREAS, the combined appraised value received by the SMCRA for 6429 SW 59th Place and 6443 SW 59th Place is $377,000; and WHEREAS, the South Miami Community Redevelopment Agency (SMCRA) desires to purchase from Graham Hanover Inc. the following parcels: .6429 SW 59th Place, South Miami, Florida, .bearing Folio No.: 09- 4025 -010 -0310 and 6443 SW 59th Place, South - Miami, Florida bearing Folio No.. 09- 4025 -010- .0320; and WHEREAS, the negotiated purchase price for 6429 SW 59th Place and . 6443 SW 591h Place is $450,000; and, WHEREAS, the sale and purchase of 6429 SW 59th Place. and 6443 SW 59th Place is contingent upon the release. of all previously recorded liens against the two properties; and NOW THEREFORE BE IT : RESOLVED BY THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY; . Section 1. The South, Miami Community Redevelopment Agency (SMCRA) agroves the attached purchase and sale agreement for the purchase of 6429. SW 59 Place, South Miami, Florida, bearing Folio No.: 09 -4025 -010 -0310 and 6443 'SW 59th Place, South Miami; Florida bearing'Folio No.: 09- 4025 - 010 - 0320. from Graham Hanover, Inca which , contract shall -be for . $450,000, via financing approval within 60 days of execution of agreement; provided however, the city commission co -signs the loan documents. Page 1 of 2 IIAMR -SMCRA. 2001. "Making our Neighborhood o Great Place to Live, Work and Play" To Honorable Chair and Date: April 10, 2006 SMCRA Board Members From: Executive Director ITEM No. SMCRA Acting Exttive Director PURCHASE OF PROPERTIES FROM WILLIAMS AND DANTZLER RESOLUTION A RESOLUTION OF THE SOUTH MIAMI 'COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO REAL PROPERTY; AUTHORIZING THE EXECUTIVE DIRECTOR ' TO EXECUTE A CONTRACT FOR SALE AND PURCHASE BETWEEN THE SMCRA AND, PAMELA WILLIAMS AND JANICE DANTZLER TO PURCHASE 6429 SW 59" PLACE, SOUTH A' UAMI, ' FLORIDA BEARING' FOLIO NO.:09 -4025- 010 - 0310 AND. 6443'SW 59' PLACE SOUTH MIAMI, FLORIDA 09- 4025- 010 70320; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND During. the April 11, 2005 SMCRA Meeting, the Board authorized the Executive Director to obtain appraisals and to negotiate the purchase "of individual properties required for the development of Madison Square. Staff has_ subsequently obtained appraisals for all of the, properties required for development. The combined appraised value received for 6429 SW 59' Place and 6443 SW 50' Place °is $377,000. Attached is -a copy, of the purchase and sale agreement for 6429 SW 59 h Place, South Miami, Florida, (Folio No:: 09- 4025- 010 -0310) and 6443 SW 59th Place, South. Miami,Tlorida, (Folio No.: 09- 4025- 010 - 0320) from Pamela Williams. and Janice Dantzler for a contracted amount ; of $450,000, via financing approval within 60, days of execution of agreement. Approval of the attached resolution shall authorize the Executive Director to purchase the above referenced, properties from Pamela Williams and Janice Dantzler contingent. upon the release all previously recorded liens against the two properties (6442 SW 59, Place Bearing Folio No. 09- 4025- 010 -0180 and 6443 SW 60th Avenue Bearing Folio No. 09 -4025- 010- 0050). RECOMMENDATION Staff recommends approval of the attached resolution and accompanying sale contract to purchase 6429 SW 59th Place and 6443 SW 59th' Place. Attachments: Draft Resolution Purchase and Sale Agreement .......... EXHIBIT 2.. LAW .OFFICES CHARLES' "ii,.•.::GELM P;A. 1025 INGRAHAM ;BUDDING 25 SOUTHEAST :2H°' A'VENUE MZAHZ, VLORIAA 33131 TELEPHONE; TELE'AXc (305)' 579' -9100 (305)";'577 =4969 MEMO RAN.DUM TO: Eve Boutsis, Esquire FROM: Charles H. Gelman, P.A. BATE: Octobez 24, 2006 RE* Graham Hanover Dear .Eve: In connection with the above - referenced' :matte's, :'end .t'o insure that :i4e are working on-the same pe'ge,' "I "Have `compiled tii'e 'follow+irig'' . • • tlumbers: 1. According to our initial'contraet, the closing "was 'to octur on or before April 3,'•2006. 2. 10% annual irte_est on $950, 000:00 •Vmou'nts to $45,000.00 divided by 3'65 equals $•123.•28 .per- day. 3. Ms. Dantzler and Vs. WilLtams; ; therefore, are ..peeking $123:'28 per diem sinoe':Apki tng'etrier "'•with . $9,000:'00 additionally incurred "attorney's "fees: ' If this is the only remaining •issuer can you•:request ;ari .eme•gency . City meeting to have -same approved .so. "thdt•.wa can close'wifiiin 3. days? Please call upon receipt. Thank y66. 'Yours truly, Charles. R. Gelman Mi! c: 20061029e 1' REAL ESTATE PURCHASE AND SALE AGREEMENT 2. 3 PARTIES: Pamela Williams and' Janice Dantzler as "Sellers ", and The South Miami 4 Community Redevelopment Agency Foundation, Inc., as "Buyer ", hereby agree that the 5 Seller shall sell and Buyer shall buy the following described Property pursuant to the terms and 6 conditions herein (including attachments): 7 8 1. 9 10 11 12 2. 13 14 15 . 16 17 18 19 20 21 22... 23 24 25 26 ' 27 28 29 30 31 32 33 34 35 36 DESCRIPTION: See Exhibit 1 attached hereto. PURCHASE PRICE: $450,000.00 a. Escrow Deposit: $100.00 b. Additional Escrow Deposit To Be Made To Escrow Agent : N/A c. Assumption Of Existing Mortgage In Good,Standing:'N /A e.' New Mortgage Financing With A Lender In The Amount Of: $449,900.00 f. Purchase Money Mortgage And Note To Seller: N/A g. Other: h. Balance To Close By Cash Or Locally Drawn Cashier's Check Or Official Bank Check, Subject To Adjustment Or Prorating' $449,900.00 TOTAL $449,900.00* a. All funds held in the trust account of Lott and Levine in the firm's interest bearing trust account, with interest accruing to the benefit of Buyer and either applied toward the purchase price at closing or returned to Buyer in the event and for any reason the transaction does not close. 37 3. FINANCING: This contract is contingent upon Buyer obtaining approval of a 38 municipal tax exempt loan within 30 days after the Effective date for a Fixed loan in the 39. :- principal amount of $449,900.00 *, at an initial interest rate not to exceed 6 percent, discount and 40 origination fees not to exceed one (1) percent of the principal amount, and for a term of 14 years. 41 Buyer will make application within 30 days after Effective Date and use reasonable diligence to 42 obtain Loan Approval and, thereafter, to satisfy terms. and conditions of the Loan Approval and 43. close the loan. Buyer shall pay all loan expenses. If Buyer fails to obtain a Loan Approval or 44 fails.to waiver Buyer's rights under this subparagraph within the time for, obtaining Loan 45 46 47 *At closing the two mortgage holders shall be paid off. See Addendum #1. Page 1 of 11 Seller's Initials Buyer's Initials 1, 2 Approval or, after diligent, good faith effort, fails to meet the terms ad' conditions of the Loan 3 Approval. by Closing, then either party thereafter, by written notice to the other, may cancel this 4 Contract-and Buyer shall be refunded the deposits. Buyer shall be provided the opportunity to 5. obtain a certified appraisal of the property. . 6 7 4. TITLE EVIDENCE: Within ten 10 days from the date of Contract, Seller shall, at its 8 expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance 9 commitment with fee owner's title policy premium to be paid by. Buyer at closing. 10 11 5. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed 12 by both of the parties hereto on or before November 17, 2006, the aforesaid deposit(s) shall be, at 13 the option of the Buyer, returned to the Buyer and this offer shall thereafter be null and void. The 14 date of Contract ' ( "Effective Date ") shall be the date when the last one of the Seller and Buyer 15 has signed this offer. 16 17 .6. CLOSING DATE: This transaction shall be closed and the deed and other closing 18 papers delivered on December 31, 2006, unless, extended by other provisions of Contract, or by 19 written agreement of the Parties. 20 21 7. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject 22 only to: zoning, restrictions, prohibitions and other requirements imposed by the applicable 23 governmental authority; restrictions and matters appearing on the plat or otherwise common to 24 the subdivision; public utility easements, of record; taxes for year of closing and subsequent 25 years. 26 27 8. OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of 28 Closing unless otherwise stated herein. If Property is intended to be rented or occupied ,beyond 29 Closing, the fact and terms thereof, and the tenant(s) or occupants shall be disclosed pursuant to 30 Standard F. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to 31 Property from date of occupancy, shall be responsible and liable for maintenance form that date, 32 and shall. be deemed to have accepted Property in its existing condition as of time' of taking 33' occupancy. 34 35 9. ASSIGNABILITY: Neither party may assign this Contract. 36 37 10. EFFECTIVE DATE: For purposes of this Agreement, Effective date shall mean 38 the date upon which the last of either party executes this Agreement. 39 40 11. EVIDENCE OF TITLE: Within ten (10) days from the Effective Date hereof, Seller, 41 at Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the 42 Parties. ( "Title Company ") to issue and deliver to Buyer an ALTA Form B title commitment 43 ( "Title Commitment ") accompanied ,by one copy of all documents affecting the Property, and 44 which constitute exceptions to the Title. Commitment. The Title Commitment shall be issued by 45 a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer an 46 owner's policy of title insurance in the amount of the. purchase price, insuring Buyer's 47 marketable title to the Real Property, subject only to the matters contained in Paragraph 43 and Page 2of11 Seller's Initials Buyer's Initials I those discharged by Seller at or before Closing. Marketable title shall be determined according 2 to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. 3 Buyer shall give Seller written notice,on or before ten (10) days from the date of.receipt of the 4 Title Commitment, if the condition of title as set forth in such Title Commitment and survey is 5 not. satisfactory. in Buyer's sole discretion. < In the event that the' condition of title is. not 6 acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller 7 shall, at its sole cost and expense promptly undertake and use its best efforts to eliminate or 8 modify all unacceptable matters to the. reasonable satisfaction of . Buyer; provided however, 9 Seller shall not be required to engage in any litigation to cure any alleged defects: In the event 10 Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) 11 days after said notice, Buyer may, at its option: (i) extend the time period for a reasonable period 12 not to exceed 120 days within which Seller shall use diligent effort to remove the defects and/or 13 for Seller to satisfy said objections, (ii) accept title subject to the objections raised by Buyer, 14 without an adjustment in the purchase price, in which event said objections shall be deemed to be . 15 waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein 16 shall be returned to Buyer and this Agreement shall be of no further force and effect. If Buyer 17 fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, 18 if title is found to be unmarketable, use diligent effort to correct the defect(s) within the time 19 provided. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or 20 receive a refund of deposit(s), thereby releasing Buyer and Seller, from all further obligations 21 under this Contract. If Seller is to provide the Title Commitment and it is delivered to Buyer less 22 than five (5) days prior to Closing, Buyer may extend Closing so that Buyer shall have up to five 23' days from the date of receipt to examine same in accordance with this Standard. 24 25 12. CURRENT SURVEY: Within thirty (3 0) days from the.. Effective Date, Seller, at 26 Seller's sole cost and expense, shall. furnish a current boundary survey. of the Property prepared 27 and certified by a duly registered Land Surveyor. 28 29 13. WOOD DESTROYING ORGANISMS /TERMITES: Buyer, at Buyer's expense, may 30 have the Property inspected by a Florida Certified Pest Control Operator ( "Operator ") at least 10 31 days prior to Closing to determine if there is any viable active Wood Destroying Organism 32 infestation or visible damage from Wood Destroying Organism infestation, excluding fences. If 33 either or both are found, Buyer may, within five (5) days from date of written notice thereof, 34 have cost of treatment of active. infestation estimated by the Operator and all damage inspected 35 and estimated by an appropriately licensed contractor. Seller shall pay costs of treatment and 36 repair all damage up to the amount provided under paragraph -0 -. If estimated costs exceed that 37 amount, buyer shall have the option of canceling this Contract within 5 days after receipt of 38 Contractor's repair estimate by giving written, notice to Seller, or Buyer may elect to proceed 39 with the transaction and receive a credit at Closing of the amount provided in paragraph 43 ( -0- 40 amount to be paid). "Wood Destroying Organisms" 'shall be deemed to include all wood 41 destroying organisms required to be reported under the Florida Pest Control Act, as amended. 42 43 14. INGRESS AND EGRESS: Seller warrants and represents that there is ingress and 44 egress to the Property sufficient for the intended use as described in Paragraph VII hereof, the 45 title to. which is in accordance with Paragraph XI above, and title to the Real Property is 46 insurable in accordance with Standard A without exception for lack of legal right of access. 47 Page 3 of 11 Seller's Initials Buyer's Initials 1 15. LEASES: Seller shall, at least 20 days before Closing, furnish to Buyer copies of all 2 written leases and estoppel letters from each tenant specifying the nature. and duration of the 3 tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is 4 unable to obtain such letter from each tenant, the same information shall be furnished by Seller 5 to Buyer within that time .period in the form of a'Seller's affidavit, and Buyer may thereafter 6 contract tenant to confirm such information. If the terms of the leases differ materially from 7 Seller's representations, Buyer may terminate this Contract by delivering written notice to Seller 8 at least five (5) . days prior to Closing. Seller shall, at Closing, deliver and assign all original 9 leases to Buyer. 10 11 16. LIENS: Seller shall, both- as to the Property being, sold hereunder and personally, 12 furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise 13 provided for herein, of any financing statements, claims of lien or potential lienors known to 14 Seller and further attesting that there have been no improvements to the Property for ninety, (90) 15 days immediately preceding date of closing. If the Property has been improved within said,time, 16 Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors, 17 subcontractors, suppliers, and material men; in addition to Seller's lien affidavit setting forth the 18 names 'of all such general contractors, subcontractors,' suppliers and material men and further 19 reciting that, in fact, all bills for work to the Property which could serve as a basis for a 20 mechanic's lien or construction lien or a claim for damages have been paid or will be paid at 21 closing. 22 23 17. SPECIAL ASSESSMENT LIENS: Except as set forth in paragraph 2(b); certified, 24 confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be 25 paid by Seller. Pending liens as of Closing shall be assumed by Buyer. If the improvement has 26 been substantially completed as of Effective Date, any pending lien shall be considered certified, 27 confirmed or ratified and Seller shall, at Closing be charged an amount equal to the last estimate 28 or assessment for the improvement by the public body. 29 30 31 18. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is 32 located, at the office of the attorney or other closing agent designated by Buyer; provided, 33 however, that if a portion of the purchase price is to be derived from an institutional mortgagee, 34 the requirements of said mort gagee as to time of day, place and procedures for closing, and for 35 disbursement of mortgage process, shall control, anything in this contract to the contrary 36 notwithstanding. 37 38 19. TIME: Time is of the essence of this Contract. Any reference herein to time periods 39 of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal 40 holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal 41 holiday shall extend to,5:00 p.m. of the next business day. 42 43 20. DOCUMENTS FOR CLOSING: Seller shall furnish • deed, closing statement, 44 mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be 45 required in connection with perfecting the title. Buyer shall furnish mortgage, mortgage note, 46 security agreement, and financing statement. 47 Page 4 of 11 Seller's Initials Buyer's Initials 1 21. EXPENSES: Documentary stamps on the deed and recording of corrective 2 instruments shall be paid by the Seller. Documentary stamps and intangible tax on the mortgage, 3 mortgagee title insurance commitment with related fees, and recording of the mortgage to Seller, 4. deed. and financing statements shall be paid by Buyer. Unless otherwise provided by law:or rider 5 'to this Contract, charges for the following related title services, namely .title evidence, title 6 examination, and closing fees (including preparation of closing statement) shall be paid by the 7 party responsible for furnishing the title evidence as provided for in this contract. 8 9 22. PRORATION /CREDITS: Taxes, assessments, rent, interest, insurance and other 10 expenses of the Property shall be prorated through the day before Closing. Buyer shall have the 11 option of taking over existing policies of insurance, if assumable, in* which event premiums shall 12 be prorated. Cash at Closing shall be increased or decreased as may be required by.prorations to 13. -be made through day prior to Closing, or occupancy, if occupancy occurs before Closing.. 14 Advance rent and security deposits will be credited to Buyer. Escrow. (trust account) deposits .15 held by mortgagee will be credited 'to Seller. Taxes shall be prorated based upon the current's 16 year's tax with due allowance made for maximum allowable discount, homestead and other IT exemptions. If Closing occurs at a date when the current year's millage is not fixed and current 18 year's assessment is available, taxes will be prorated based upon such assessment and prior, 19 year's millage. If there are completed improvements on the Real , Property by January 1St of year 20 of Closing, which improvements were not in existence on January 1St of prior year, then taxes 21 shall be prorated based upon prior year's millage and an equitable assessment to be agreed upon 22 between the parties; failing which, request shall be made to the County Property Appraiser for an 23 informal assessment taking into account available exemptions. A tax proration based on an 24 estimate shall, at the request of either party, be readjusted upon receipt of tax bill on condition 25 that a statement to that effect is signed at closing. This provision shall survive'closing. 26 27 23. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that the ceiling, 28 roof (including fascia and soffits) and exterior and interior walls, foundation, and dockage of the 29. Property do not have any visible evidence of leaks, water damage or structural damage and that 30 the septic tank, all appliances; mechanical items, heating, cooling, elevators, electrical, plumbing 31 systems and machinery are in Working Condition. The foregoing warranty shall be limited to the '32 items specified unless otherwise provided in an addendum. Buyer may inspect, or at Buyer's 33 expense, have a firm or individual specializing in inspection and holding an occupational license 34 for such purpose (if required) or an appropriately licensed Florida contractor make inspections 35 of, those items within 30 days after the Effective Date. Buyer shall, prior to Buyer's occupancy 36 but not more than 30 days after the Effective Date, report in writing to, Seller such items that do 37 not meet the above standards as to defects. Unless Buyer timely reports such defects, buyer shall 38 be deemed to have waived Seller's warranties as to defects not reported.. If repairs or 39 replacements are required to comply with this Standard, Seller shall cause them to be made and 40 shall pay up to the amount provided in paragraph 2. Seller is not required to make repairs or 41 replacements of a Cosmetic Condition unless caused by a defect Seller is responsible to repair or 42 replace. If the cost for such repair or replacement exceeds the amount provided in paragraph 2, 43 Buyer or Seller may elect to pay such excess, failing which either party may cancel this Contract.. 44 If Seller is unable to correct the defects prior to Closing, the cost thereof,; shall be paid into 45 escrow at Closing, Seller shall, upon reasonable notice, provide utilities service and access to the 46 propertyy for inspections, including a walk through prior to Closing, to confirm that all items of 47 Personal Property are on the Real Property and, subject to the foregoing, that all required repairs Page 5 of 1.1 Seller's Initials Buyer's Initials 1 and replacements have been made. and that the property, including but not limited to lawn, 2 shrubbery, and sprinklers, if ay has been maintained in the condition existing as of Effective 3 Date, ordinary war and tear excepted. For purposes of this Contract: (1) "Working Condition" 4 means operating in the manner in which the item was designed to operate; (2) "Cosmetic 5 Condition" means aesthetic imperfections that do not affect the Working Condition of.the item, 6 including, but not limited to: missing or torn screens, fogged windows,, tears, worn spots or 7 discoloration of floor coverings, wallpaper' or window treatments, nail holes, scratches, dents, 8 scrapes, chips or caulking in ceilings, walls, flooring, fixtures or mirrors, and minor cracks in 9 floors, tiles, windows, driveways, sidewalks and (3) cracked roof tiles, curling or worn. shillings, 10 or limited roof life shall not be considered defects 'Seller must repair or replace, so long as there 11 is not evidence of actual leaks or leakage or structural damage, but missing tiles will be Seller's 12 responsibility to replace or repair. 13 24. RISK OF LOSS: If the property is damaged by fire, or other casualty prior to closing, 14 and the costs of restoring same does not exceed three percent (3 %) of the assessed, valuation of 15 the property or improvements so damaged, cost of restoration shall be an obligation of the Seller 16 and closing shall proceed pursuant to the terms of Contract with costs therefore escrowed at 17 closing. In the event the cost of repair or restoration exceeds three percent (3 %) of the assessed 18 valuation of the improvements so damaged, Buyer shall have the option of either taking the 19 Property as is, together with either the said three percent (3 %) or any insurance proceeds payable 20 by virtue of such loss or damage, or of canceling the Contract and receiving return of deposit(s) 21 made hereunder. 22 25. CONDEMNATION: If prior to the Closing there -shall occur the taking by 23, condemnation of all or such portion of the Property as would materially interfere with Buyer's 24 use and enjoyment thereof or the material modification or termination of the current access to or 25 from the Property or of sewer or other utility service, then, and in any such event, Buyer may 26 terminate this Agreement by written notice given to Seller within fifteen (15) business days after 27 Purchaser has received the notice of such taking, or at the Closing, whichever is earlier. If Buyer 28 does not elect to terminate this Agreement, then the Closing shall take place as herein provided 29 without abatement of the Purchase Price, and there shall be assigned to Buyer at the Closing all 30 of Seller's interest in any condemnation awards which may be payable to Seller on account of 31 any such condemnation and Buyer shall receive a credit at Closing in an amount equal to any 32 such condemnation awards paid to Seller prior to Closing. 33 26. MAINTENANCE: Notwithstanding the provisions of Paragraph 23, between 34 Effective Date and Closing Date, ' all personal property on the premises and real property, 35 including lawn, and shrubbery, shall be maintained by Seller in the condition they existed as of 36 Effective Date, ordinary wear. and tear excepted, and Buyer or Buyer's designee will be permitted 37 access for inspection prior to closing in order'to confirm compliance with this standard. 38 39 27. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded 40 upon clearance of funds and evidence of title to show title in Buyer, without any encumbrances 41 or changes which would render Seller's title unmarketable from the date of the last evidence, and 42 the cash proceeds of sale shall be held in escrow by Seller's attorney or by such other escrow 43 agent as may be mutually agreed upon for a period of not longer than five (5) days from and after 44: closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day 45 period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of Page 6 of 11 Seller's Initials Buyer's Initials 1 receipt of such notification to cure said defect; provided, however, Seller shall not be required to 2 engage in any litigation to cure any alleged defects. In the event Seller fails to timely cure said 3 defect, all monies paid hereunder shall, upon written demand therefore and within five (5) days 4 thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the 5' "Property and' re- convey same to the Seller by special warranty deed. In the event Buyer fails to 6 make'timely demand for refund, he shall take title as is, waiving all rights against Seller as to 7 such intervening defect 'except as may be available to Buyer by virtue of warranties, if any, 8 contained in deed. 9 10 28. ESCROW: Any escrow agent receiving funds is authorized'and agrees by acceptance 11 thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance. 12 thereof in accordance with terms and conditions of Contract. Failure of clearance of funds shall 13 not excuse performance by the Buyer. 14 15 29. ATTORNEY FEES AND COSTS: In connection with any litigation including 16 appellate proceedings arising out of this Contract, the prevailing party shall be entitled to recover 17 reasonable attorney's fees and costs. 18 19 30. DEFAULT BY SELLER: In the event that Seller should fail to consummate the 20 transaction contemplated herein for any reason, except Buyer's default;' Escrow Agent shall. 21 return the earnest money deposit to Buyer within 3 days of default. 22 23 31. DEFAULT, BY BUYER: In the event Buyer should fail to consummate the 24 transaction contemplated herein for any reason, except default by Seller or the failure of Seller to 25 satisfy_ any of the conditions to Buyer's obligations, as set forth herein, Escrow Agent shall not 26 return the earnest money deposit to Buyer within 3 days of default. 27 28 32. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND 29 NOTICE: Upon the expiration of the inspection period described in paragraph 23, if Buyer has 30 elected'to proceed with purchase of the Property, the parties shall cause to be recorded, at 31 Buyer's expense, in the public records of the county in which the Property is located, the 32 executed Memorandum of Contract which is attached as exhibit 1 to this Contract. This Contract 33 shall bind and inure to the benefit of the Parties hereto and their successors in interest. Whenever 34 the context permits, singular shall include plural and one gender shall include all. Notice given .35 by or to the attorney for either party shall be as effective as if given by or to said party. 36 37 33. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and 38 other expenses and revenue of the .Property shall be prorated as of date of closing. Buyer. shall, 39 have the option of taking over any existing policies of insurance on the Property, if assumable, in 40 which event premiums shall be prorated. The cash at closing shall be increased or decreased as 41 may be required by said prorations. All references in Contract to prorations as of date of closing 42 will be deemed "date of occupancy" if occupancy. occurs prior to. closing, unless otherwise 43 provided for herein. 44 45 34. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed 46 subject only to the limitations contained in Paragraph VII above and'those other conditions 47 accepted by Buyer. Page 7 of 1.1 Seller's Initials Buyer's Initials 1 2 35. UTILITIES: Seller shall, at no expense to Seller, actively work with Buyer to assist 3 Buyer in obtaining all municipal permits for electrical, water, sewage, storm drainage, and other 4 utility services for development of the Property. 5 6 36: ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall, 7 furnish to Buyer all engineering plans, drawings, surveys, artist's renderings. and economic and 8 financial studies which Seller has, if any, relating to the Property, and all such information may 9 be used by Buyer in such manner as it desires; provided that in the event Buyer fails to purchase 10 the Property for any reason, all such information shall be returned to' Seller together with any ',11 information that Purchaser may have compiled with respect to the Property. 12 13 37. INSPECTION OF PROPERTY: Buyer shall have thirty (30) days from the Effective 14 Date to make any and all inspections it deems necessary, including, but not limited to, 15 inspections to - determine the elevation, grade, and topography of the Property and to conduct 16 engineering and soil boring tests as the Buyer deems necessary in order to determine the 17 usability of the Property. Buyer may in its sole and absolute discretion, give notice of 18 termination of this Agreement at any time and for any reason prior to the expiration of the thirty 19 (30) day inspection period, and upon such termination, all deposits held in escrow shall be 20 returned to Buyer and this contract shall be null and void without liability to the Buyer. 21 22 38. PENDING LITIGATION: Seller warrants and represents that there are no legal, 23 actions, suits or other legal or administrative proceedings, including cases, pending or threatened 24.. or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge 25 that ' any such action is presently contemplated which might or does affect the conveyance 26 contemplated hereunder. 27 28 39. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations 29 and warranties set forth in this Contract shall be continuing and shall be true and correct on and 30 as of the closing date with the same force, and effect as if made at that time, and all of such 31 representations and warranties. shall survive the closing and shall not be affected by any 32 investigation, verification or approval by any party hereto or by anyone on behalf of any party ' 33 hereto. 34 35 40. ACQUIRING APPROVALS: The obligation of Buyer to close. is conditioned upon 36 Buyer's having acquired all the necessary approvals and permits to use the Property for village 37 hall /office space. 38 39. 41. OTHER AGREEMENTS: No prior or present agreements or representations shall be 40. binding upon any of the Parties hereto unless incorporated in this Contract. No modification or 41 change in this.Contract shall be valid or binding upon the Parties unless in writing, executed by 42. the Parties-to be bound thereby. 43 44 42. DISCLOSURES: 45 46. a) X CHECK HERE if the Property is subject to'a special assessment 47 lien imposed by a public body payable in installment which continue Page 8of11 Seller's Initials Buyer's Initials I' .. 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 43 44 45 46 47 beyond closing and, if so, specify who shall pay amounts due after closing _Seller Buyer _X—Other Buyer to release „liens.. See Exhibit #2. b) Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels or radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon may be obtained from your County Public Health unit. C) . Buyer acknowledges receipt of the Florida Building Energy-' Efficiency Rating System Brochure. d) If the real property includes pre- 1978'residential housing then a lead - based permit.rider is mandatory. e) If Seller is a "foreign person” as defined by Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. 43.'RIDERS, ADDENDA; SPECIAL CLAUSES: Check those riders which are applicable and are attached tot his contract Condominium VA/FHA 'Homeowners Assn. Lead -Based Paint Coastal Construction Control Line Insulation X "As Is" Other Comprehensive Rider Provisions Special Clauses: The liens filed against the 6429 SW 59th PIace property, will be released by the City. See attached Exhibit #2 to this Contract for Sale and Purchase. 44. STANDARDS FOR REAL ESTATE TRANSACTIONS ( "Standards "): Buyer and Seller acknowledge receipt of a copy of Standards A through W of the Florida Association of Realtors and Florida Bar form and same are incorporated as part of this Contract. THIS IS INTENDED TO, BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVISE OF AN ATTORNEY PRIOR TO SIGNING. THE BASIC CONTENT OF THIS DOCUMENT HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and conditions in the Contract should be accepted by the parties in a particular section. Terms and conditions should be negotiated.based upon the. respective interests, objectives and bargaining positions of all interested persons. Page 9 of 11 " Seller's Initials Buyer's Initials 1 2 IN WITNESS WHEREOF, the parties hereto have caused this Real Estate Purchase and . 3 Sale Agreement to be executed by their duly authorized officials. 4 5 BUYER: 6 7 The South Miami Community 8. Redevelopment Agency Foundation, Inc. 9 10 By: I 1 Print Name: 12 Title: 13 Address: 6130 Sunset Drive, South Miami', Florida 33143 14 15 FOR NOTARY 16 17 STATE OF FLORIDA ) 18 ) 19 COUNTY OF MIAMI -DADE ) 20 21 On the day of , year of , before me, a Notary Public 22 in and for the above state and county, personally appeared , known to ' 23 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 24 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 25 the purposes therein contained as his or her /their free and voluntary act and deed. 26 27 28 NOTARY PUBLIC 29 30 My Commission Expires: 31 32 SELLERS: 33 34 35 By: 36 Pamela Williams 37 Address: 38 39 40 41 By: 42 Janice Dantzler 43 Address: 44 Page 10 of 11 Seller's Initials Buyer's Initials 1 2 FOR NOTARY 3 4 STATE OF FLORIDA ) 5 ) 6 COUNTY_OF�MIAMI -DADS ) 7 8 On the day of year of , before me, .a Notary Public 9 in and for the above state and county, personally appeared ,. known to !, 10 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 11 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 12 the purposes therein contained as his or her /their free and voluntary act and deed. 13 14 15 NOTARY PUBLIC 16 17 'My Commission Expires: 18 19 20 I LEGAL, MCRWnONS 6429 SW 59`x' Place Folio No.: 09- 4025 -010 -0310 Franklin Sub PB 5 -34 Lot 29 Blk 5 Lot Size 5500 Square Feet OR 17776 -4504 007 COC 21971 - 0639 0120044 and 6443 SW 59" Place Folio No.: 09 -4025- 010 -0320 Franklin Sub PB 5 -34 Lot 30 Bik 5 LQt• Size 5500 Square Feet OR 177764503 0897 4 OR 21855 - 2466102003 4 COC 21971 - 0646 -DI1 004 4 33333333333333333333333333333333322222222=1 ,�Dp�Up� •,,riiriioin,l�lYAil���liWl�lYo �'IYpI��pIUdpI�nI�I��p��p I�IIII�IIIIII�III�I����G IIAINNINI�II N a 0 w M ca e� V Y D a M O a /r�r `M ro rn U) S P* :r r 1 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 43 44 45 46 47 REAL ESTATE PURCHASE AND SALE AGREEMENT' PARTIES: Pamela Williams and Janice Dantzler as "Sellers ", and The South Miami Community Redevelopment Agency Foundation, Inc., as "Buyer ", hereby agree that the Seller shall sell and Buyer shall buy the following described Property pursuant to the terms and conditions herein (including attachments): 1. DESCRIPTION: See Exhibit 1 attached hereto. .2. PURCHASE PRICE: $483,710.48 3. a. Escrow Deposit: $100.00 b. Additional Escrow Deposit To Be Made To Escrow Agent N/A c. Assumption Of Existing Mortgage In Good Standing: N/A e. New Mortgage Financing With A Lender In The Amount Of. $483,710.48 f. Purchase Money Mortgage And Note To Seller: N/A g. Other: h. Balance To Close By Cash Or Locally Drawn Cashier's Check Or Official Bank Check, Subject To Adjustment Or Prorating: $483,710.48 TOTAL $483,710.48* a. All funds held in the trust account of Lott and Levine in the firm's interest bearing trust account, with interest accruing to the benefit of Buyer and either applied toward the purchase price at closing or returned to Buyer in the event and for any reason the transaction does not close. 4. FINANCING: This contract is contingent upon Buyer obtaining approval of a municipal tax exempt loan within 30 days after the Effective date for a Fixed ' loan in the principal amount of $483,710.48 *, at an initial interest rate not to exceed 6 percent, discount and origination fees not to exceed one (1) percent of the principal amount, and for a term of 14 years. Buyer will make application within 30 days after Effective Date and use reasonable diligence to obtain Loan Approval and, thereafter, to satisfy terms and conditions of the Loan Approval and close the loan. Buyer shall pay all loan expenses. If Buyer fails to obtain a Loan Approval or fails to waiver Buyer's rights under this subparagraph within the time for obtaining Loan *At closing the two mortgage holders shall be paid off. See Addendum #1. Page 1 of 11 Seller's Initials Buyer's Initials 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 43 44 45 46 47 Approval or, after diligent, good faith effort, fails to meet the terms ad conditions of the Loan Approval by Closing, then. either party thereafter, by written notice to ,the other, may cancel this Contract and Buyer shall be refunded the deposits. Buyer shall be provided the opportunity to obtain a certified appraisal of the property. 5. TITLE EVIDENCE: Within ten 10 days from the date of Contract, Seller shall, at its expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance commitment'with fee owner's title policy premium -to be.paid by Buyer at closing. 6. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by both of the parties hereto on or before November 17, 2006, the aforesaid deposit(s) shall be, at the option of the Buyer, returned to the Buyer and this offer shall thereafter be null and void. The date of Contract ( "Effective Date ") shall be the date when the last one of the Seller and. Buyer has signed this offer. 7. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered on December 31, 2006, unless extended by other provisions of Contract, or by written agreement of the Parties. 8. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject only to: zoning, restrictions; prohibitions and other requirements imposed by the applicable governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility easements of record; taxes for year of closing and subsequent years. 9. OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein: If Property is intended to be rented or occupied beyond Closing, the fact and terms thereof, and the tenant(s) or occupants shall be disclosed pursuant to Standard F. If occupancy is to .be delivered before Closing, Buyer assumes all risks of loss to Property from date of occupancy, shall be responsible and liable for maintenance form that date, and shall be deemed to have accepted Property in its .existing condition as of time of taking occupancy. 10. ASSIGNABILITY: Neither party may assign.this Contract.. 11. EFFECTIVE DATE: , For purposes of this Agreement, Effective date shall mean the date upon which the last of either party executes this Agreement. 12. EVIDENCE OF TITLE: Within ten (10) days from the Effective Date. hereof, Seller, at Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the Parties ( "Title Company ") to issue and deliver to Buyer an ALTA Form B title commitment ( "Title Commitment ") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment.. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's marketable title to the Real Property, subject only to the matters contained in Paragraph 43 and Page 2 of 11 Seller's Initials Buyer's Initials I those discharged by Seller at or before Closing. Marketable title shall be, determined according 2 to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law.. 3 Buyer shall give Seller written notice on or before ten (10) days from the date of receipt of the 4 Title Commitment, if the condition of title as set forth in such Title Commitment and survey is 5 not satisfactory in Buyer's sole. discretion. In the event that the condition of title is not 6 acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller 7 shall, , at its sole cost and expense promptly undertake and use its best efforts to eliminate or. 8 modify all unacceptable matters to the, reasonable satisfaction of Buyer; provided however, 9 Seller shall not be required to engage in any litigation to cure any alleged defects. In the event 10 Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) 11 days after said notice, Buyer may, at its option: (i) extend the time period for a reasonable period 12 not to exceed 120 days within which Seller shall use diligent effort to; remove. the defects and/or 13 for Seller to satisfy said objections, (ii) accept title subject to the "objections raised by Buyer, 14 without an adjustment in the purchase price, in which event said objections shall be deemed to be 15 waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein 16 shall be returned to, Buyer and this Agreement shall be of no further force and effect. If Buyer 17 fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, 18 if title is found to be unmarketable, use diligent effort to correct the defect(s) within the time 19 provided. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or 20 receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations 21 under this Contract. If Seller is to provide the Title Commitment and it is delivered to Buyer less 22 than five (5) days prior to Closing, Buyer may extend Closing so that Buyer shall have up to five 23 days from the date of receipt to examine same in accordance with this Standard. 24 25 13. CURRENT SURVEY: Within thirty (30) days from the Effective Date, Seller, at 26 Seller's sole cost and expense, shall furnish a current boundary survey of the Property prepared 27 and.certified by a duly registered Land Surveyor. 28 29 14. WOOD DESTROYING ORGANISMS /TERMITES: Buyer, at Buyer's expense, may 30 have the Property inspected by a Florida Certified Pest Control Operator ( "Operator ") at least 10 31 days prior to Closing to determine if there is any viable active Wood Destroying Organism 32 infestation or visible damage from Wood Destroying Organism infestation, excluding fences. If 33 either or both are found, Buyer may, within five (5) days from date of written notice thereof, 34 have cost of treatment of active infestation estimated by the Operator and all damage inspected 35 and estimated by an appropriately licensed contractor. Seller shall pay costs of treatment and 36 repair all damage up to the amount provided under paragraph -0 -. If estimated costs exceed that 37 amount, buyer shall have the option of canceling this Contract within 5 days after receipt of 38 Contractor's repair estimate by giving written notice to Seller, or Buyer may elect to proceed 39 with the transaction and. receive a credit at.Closing of the amount provided in paragraph 43 ( -0- 40 amount to be paid). "Wood Destroying Organisms'.' shall be deemed to include all wood 41 'destroying organisms required to be reported under the Florida Pest Control Act, as amended. 42 43 15. INGRESS AND EGRESS: Seller warrants and represents ,that there is ingress and 44 egress to the Property sufficient for the intended use as described in Paragraph VII hereof, the 45 title to which is in accordance with Paragraph XI above, and title to the Real Property is 46 insurable in accordance with Standard A without exception for lack of legal right of access. 47 Page 3 of l l Seller's Initials Buyer's Initials 1 16. LEASES: Seller shall, at least 20 days before Closing, furnish to Buyer copies of all 2 written leases and estoppel, letters from each tenant specifying the nature. and duration. of the 3 tenant's occupancy,` rental rates, advanced rent and security deposits paid by tenant. If Seller is 4 unable to obtain such letter from each tenant, the same information shall be furnished by Seller 5 to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter 6 contract tenant to confirm such information. If the terms of the leases differ materially from 7 Seller's representations, Buyer may terminate this Contract by delivering written notice to Seller 8 at least five (5) days prior to Closing. Seller shall, at Closing, deliver and assign all original 9 leases to Buyer. 10 11 17. LIENS: Seller shall, both as to the Property being sold hereunder and personally, 12 . furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise 13 provided for herein, of any financing statements, claims of lien or potential lienors known to 14 Seller and further attesting that there have been no improvements to the Property for ninety (90) 15 days immediately preceding date of closing. If the Property has been improved within said time, 16 Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors, 17 subcontractors, suppliers, and material men, in addition to Seller's lien affidavit setting forth the 18 names of all : such general contractors, subcontractors, suppliers and material men and further 19 reciting ithat, in fact, all bills for work to the Property which could serve as a basis for a 20 mechanic's lien or construction lien or a claim for damages have been paid or will be paid at 21 closing.. 22 23 18. SPECIAL ASSESSMENT LIENS: Except as set forth in paragraph 2(b), certified, 24 confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be 25 paid by Seller. Pending liens as of Closing shall be assumed: by Buyer. If the improvement has 26 been substantially completed as of Effective Date, any pending lien shall be considered certified, 27 confirmed or ratified and Seller shall, at Closing be charged an amount equal to the last estimate 28 or assessment for the improvement by the public body. 29 30 31 19. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is 32 located, at the office of the attorney or other closing agent designated by Buyer; provided, 33 however, that if a portion of the purchase price is to be derived from an institutional mortgagee, 34 the requirements of said mortgagee as to time of day, place and procedures for closing, and for 35 disbursement of mortgage process, shall control, anything in this contract .to the contrary 36 notwithstanding. 37 38 20. TIME:.Time is of the essence of this Contract. Any reference herein to time periods 39 of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal 40 holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal 41 holiday shall extend to 5:00 p.m. of the next business day. 42 43 21. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing statement, 44 mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be 45 required in connection with perfecting the title. Buyer shall furnish mortgage, mortgage note, 46 security agreement, and financing statement. 47 Page 4 of 11 Seller's Initials Buyer's Initials I 22. EXPENSES: Documentary stamps on the deed and recording of corrective 2 instruments shall be paid by the Seller. Documentary stamps and intangible tax on the mortgage, 3 mortgagee title insurance commitment with related fees, and recording of the mortgage to Seller, 4 deed and financing statements shall be paid by Buyer. Unless otherwise provided by law or rider 5 to this Contract, charges for the following related title services, namely title evidence, title 6 examination, and closing fees (including preparation of closing statement) shall be paid by the 7 party responsible for furnishing the title evidence as provided for in this contract. 8 9 23. PRORATION /CREDITS: Taxes, assessments, rent, interest, insurance and other 10 expenses of the Property shall be prorated through the day before Closing. Buyer shall have the 11 option of taking over existing policies of insurance, if assumable, in which event premiums shall 12 be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to 13 be made through day prior to Closing, or ,occupancy, if occupancy occurs before Closing. 14 Advance rent and security deposits will be credited to Buyer. Escrow (trust account) deposits 15' held by. mortgagee will be credited to Seller. Taxes shall be prorated based upon the current's 16 year's tax with due allowance made for maximum allowable discount, homestead and other 17 exemptions. If Closing occurs at a date when the current year's millage is not fixed and current 18 year's assessment is available, taxes will be prorated based upon such assessment and prior 19 year's millage. If there are completed improvements on the Real Property by January 1St of year 20 of Closing, which improvements were not in existence on January 1St of prior year, then taxes 21 shall be prorated based upon prior year's millage and an equitable assessment to be agreed upon 22 between the parties; failing which, request shall be made to the County. Property Appraiser for an 23 informal assessment taking into account available exemptions. A tax proration based on an 24 estimate shall, at the request of either party, be readjusted upon receipt of tax bill on condition 25 that a statement to that effect is signed at closing. This provision shall survive closing. 26 27 .24. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that the ceiling, 28 roof (including fascia and soffits) and exterior and interior walls, foundation, and dockage of the 29 Property do not have any visible evidence of leaks, water damage or structural damage and that 30 the septic tank, all appliances, mechanical items, heating, cooling, elevators, electrical, plumbing 31 systems and machinery are in Working Condition. The foregoing warranty shall be limited to the 32 items specified unless otherwise provided in an addendum. Buyer may inspect, or at Buyer's 33 expense, have a firm or individual specializing in inspection and holding an occupational license 34 for such purpose (if required) or an appropriately licensed Florida contractor make inspections 35 of, those items within 30 days after the Effective Date. Buyer shall, prior to Buyer's occupancy 36 but not more than 30 days after the Effective Date, report in writing to Seller such items that do 37 not meet the above standards as to defects. Unless Buyer timely reports such defects, buyer shall 38 be deemed to have waived Seller's warranties as to defects not reported. If repairs or 39 replacements are required to comply with this Standard, Seller shall cause them to be made and 40 shall pay up to the amount provided in paragraph 2. Seller is not required to make repairs or 41 replacements of a Cosmetic Condition unless caused by a defect Seller is responsible to repair -or 42 replace. If the cost for such repair or replacement exceeds the amount provided in paragraph 2, 43 Buyer or Seller may elect to pay such excess, failing which either party may cancel this Contract. 44 If Seller is unable to correct the defects prior to Closing, the cost thereof, shall be paid into, 45 escrow at Closing, Seller shall, upon reasonable notice, provide utilities service and access to the 46 property for inspections, including a walk through prior to Closing, to confirm that all items of 47 Personal Property are on the Real Property and, subject to the foregoing, that all required repairs Page 5 of 11 Seller's Initials Buyer's Initials _ 1 and replacements have'. been made and that the property, including but not limited to lawn, 2 shrubbery, and sprinklers, if. ay has been maintained in the condition existing as of Effective 3 Date, ordinary. war and tear excepted. For purposes of this Contract: (1) "Working Condition" 4 means operating in the manner in which the item was designed to operate; (2) "Cosmetic 5 Condition" means aesthetic imperfections that do. not affect the Working Condition of the item, 6 including, but not limited to: missing or torn screens, fogged windows, tears, worn spots or 7 discoloration of floor coverings,' wallpaper - or window treatments, nail holes, scratches, ,dents, 8 scrapes, chips or caulking in ceilings, walls, flooring, fixtures or mirrors, and minor cracks in 9 floors, tiles, windows, driveways, sidewalks and (3) cracked roof tiles, curling or worn shillings, 10 or limited roof life shall not be considered defects Seller must repair or replace, so long as there 11 is not evidence of actual leaks or leakage or structural damage, but missing tiles will be Seller's 12 responsibility to replace or repair.. 13 25. RISK OF. LOSS: If the property is damaged by fire, or other casualty prior to closing, 14 and the costs of restoring same does not exceed three percent (3 %) of the assessed valuation of 15 the property or improvements so damaged, cost of restoration shall be an obligation of the Seller 16 and closing shall proceed pursuant to the terms of Contract with costs therefore escrowed at 17 closing. In the event the cost of repair or restoration exceeds three percent (3 %) of the assessed 18 valuation of the improvements so damaged, Buyer shall have the option of either taking the 19 Property as is, together with either the said three percent (3 %) or any insurance proceeds payable 20 by virtue of such loss or damage, or of canceling the Contract and receiving return of deposit(s) 21 made hereunder. 22 26. CONDEMNATION: If prior to the Closing there shall occur the taking by 23 condemnation of all or such portion of the. Property as would materially interfere with Buyer's 24 use and enjoyment thereof or the material modification or termination of the current access to or 25 from the Property or of sewer or other utility service, then, and in any such event, Buyer may 26 terminate this Agreement by written notice given to Seller within fifteen (15) business days after 27 Purchaser has received the notice of such taking, or at the Closing, whichever is earlier. If Buyer 28 does'not'elect to terminate this Agreement, then the Closing shall take place as herein provided 29 without abatement of the Purchase Price, and there shall be assigned to ' Buyer at the Closing all 30 of Seller's interest in any condemnation awards which may be payable to.Seller on account of 31 any such condemnation and Buyer shall receive a credit at Closing in an amount equal to any 32 such condemnation awards paid to Seller prior to Closing. 33 27. MAINTENANCE: Notwithstanding the provisions of Paragraph 23, between 34 Effective Date and Closing Date, all personal property on the premises and real .property, 35 including lawn, and shrubbery, shall be maintained by Seller in the condition they existed as of 36 Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's designee will be permitted 37 access for inspection prior to closing in order to confirm compliance with this standard. 38 39 28. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded 40 upon clearance of funds and evidence of title to show title in Buyer, without any encumbrances 41 or changes which would render Seller's title unmarketable from the date of the last evidence, and 42 the, cash proceeds of sale shall be held in escrow by Seller's attorney or by such other escrow 43 agent as may be mutually agreed upon for a period of not longer than five (5) days from and after 44 closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day 45 period, notify Seller in writing of the. defect and Seller shall have thirty (30) days from date of Seller's Initials Buyer's Initials. I receipt of such notification to cure said defect; provided however, Seller shall not be required to 2 engage in any litigation'to cure any alleged defects. In the event.Seller fails to timely cure said 3 defect, all monies paid hereunder shall, upon written demand therefore and within five (5) days 4 thereafter, be returned to Buyer and, simultaneously, with such repayment, Buyer shall vacate the 5 Property . and re- convey same to the Seller by special warranty deed..In the event Buyer fails to 6 make timely demand for refund, "he shall take title as is, waiving all rights against Seller as to 7 such intervening defect except as may be available to Buyer by virtue of warranties, if any, 8 contained in deed. 9 10 29. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance. 11 thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance 12 thereof in accordance with terms and conditions of Contract. Failure of clearance of funds shall 13 not excuse performance by the Buyer. 14 15 30. ATTORNEY FEES AND COSTS: In connection with any litigation including .16 appellate proceedings arising.out of this Contract, the.prevailing party shall be'entitled to recover 17 reasonable attorney's fees and costs. 18 19 31. DEFAULT BY SELLER: In the event that Seller should fail to consummate the 20 transaction contemplated herein for any reason, except Buyer's default; Escrow Agent shall 21 return the earnest money deposit to Buyer within 3 days of default. 22 23 32. DEFAULT BY BUYER: In the event Buyer should fail to consummate the 24 transaction contemplated herein for any reason, except default by Seller, or the failure of Seller to 25 satisfy any of the conditions to Buyer's obligations, as set forth herein, Escrow Agent shall not 26 return the earnest money deposit to Buyer within 3 days of default. 27 28 33. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND 29 NOTICE: Upon the expiration of the inspection, period described in paragraph 23, if Buyer has 30 elected to proceed with purchase of the Property, the parties shall cause to be recorded, at 31 Buyer's expense, in the public -records of the. county in which the Property is located, the 32 executed Memorandum of Contract which is attached as exhibit 1 to this Contract. This Contract 33 shall bind and inure to the benefit of the Parties hereto and their successors in interest. Whenever 34 the context permits, singular shall include plural and one gender shall include all. Notice given. 35 by or to the attorney for either party shall be as effective as if given by or to said party. 36 37 34. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and. 38 other expenses and revenue of the Property shall be prorated as of date of closing. Buyer shall 39 have the option of taking over any existing policies of insurance on'the Property, if assumable, in 40 which event premiums shall be prorated. The cash at closing shall be increased or decreased as 41 may be required -by said prorations. All references in Contract to prorations as of date of closing 42 will be deemed "date of occupancy" if occupancy occurs' prior -to closing, unless otherwise 43 provided for herein. 44 45 35. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed 46 subject only to the limitations contained in Paragraph VII above and those other conditions 47 accepted by Buyer. Page 7 of 11 Seller's Initials Buyer's Initials 1 2 36. UTILITIES: Seller shall; at no expense to Seller, actively work with Buyer to assist 3 Buyer in obtaining all municipal permits for electrical, water, sewage; storm drainage, and other 4 utility services for development of the Property. 5 6 37. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall 7 furnish to Buyer all engineering plans, drawings, surveys, artist's renderings and economic and 8 financial studies which Seller has, if any, relating to the Property, and all such information may 9 be used by Buyer in such manner as it desires; provided that in the event Buyer fails to purchase 10 the Property for any reason, all such information shall be returned to Seller together with any 11 information that Purchaser may have compiled with respect to the Property. 12 13 38. INSPECTION OF PROPERTY: Buyer shall have thirty (30) days from the Effective 14 Date to make any and all inspections it deems necessary,, including, but not limited to, ,15 inspections to determine the elevation, grade, and topography of the Property and to, conduct 16 engineering and soil boring tests as the Buyer deems necessary in order to determine the 17 'usability of the Property. Buyer may in its sole and absolute discretion, give notice of 18 termination of this Agreement at any time and for any reason prior to the expiration of the thirty 19: (30) day inspection period, and upon such termination, all deposits held in escrow shall be 20 returned to Buyer and this contract shall be null and void without liability to the Buyer., 21 22 39. PENDING LITIGATION: Seller warrants and represents that there are no legal 23 actions, suits or other legal or administrative proceedings, including cases, pending or threatened 24 or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge 25 that any such action is presently contemplated which might or does affect the conveyance. 26 contemplated hereunder. 27 28 40. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations 29 and warranties set forth in this Contract shall be continuing and shall be true and correct on and 30 as of the closing date with the same force and effect as if made at that time, and all of such 31 representations and warranties shall survive the closing and shall , not be affected by any 32 investigation, verification or approval by any party hereto or by anyone on behalf of any party 33 hereto. 34 35 41. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon 36, Buyer's having acquired all the necessary approvals and permits to use the Property for village 37 . hall /office space. 38 39 42. OTHER AGREEMENTS: No. prior or present agreements, or representations shall be 40 binding upon any of the Parties hereto unless incorporated in this Contract. No modification or 41 change in this Contract shall be valid or binding upon the Parties unless in writing, executed by 42 the Parties to be bound thereby. 43 44 43. DISCLOSURES: 45 46 a) X CHECK HERE if the Property is subject to a special assessment 47 lien imposed by a public body payable in installment which continue Page 8of11 Seller's Initials Buyer's Initials 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 43 44 45 46 47 beyond closing and, if so, specify, who shall pay amounts due after closing _Seller Buyer _X—Other. Buyer to release liens. See Exhibit #2. b) Radon is a naturally . occurring radioactive: gas that when accumulated in a building -in sufficient quantities may present health risks to persons who are exposed to it over time. Levels or radon that exceed federal and state guidelines have been found in buildings in Florida.. Additional information regarding radon may be obtained from your County Public Health unit. C) Buyer acknowledges receipt of the Florida Building Energy- Efficiency Rating System Brochure. d) If the real property includes pre -1978 residential housing then a lead - based permit rider is mandatory. e) If Seller is a "foreign person" as defined by Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. 44. RIDERS, ADDENDA; SPECIAL CLAUSES: Check those riders which are applicable and are attached tot his contract • Condominium VA/FHA Homeowners Assn. Lead -Based Paint Coastal Construction Control Line Insulation X_ "As Is" Other Comprehensive Rider Provisions Special Clauses: The liens filed against the 6429 SW, 59" Place property, will be released by the City. See attached Exhibit #2 to this Contract for Sale and Purchase., 45. STANDARDS FOR REAL ESTATE TRANSACTIONS ("Standards"): Buyer and Seller acknowledge receipt of a copy of Standards A through W of the Florida Association of Realtors and Florida Bar. form and same are incorporated as part of this.. Contract. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY. UNDERSTOOD, SEEK THE ADVISE OF AN ATTORNEY PRIOR TO SIGNING. THE BASIC CONTENT OF THIS DOCUMENT HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and conditions in the Contract should be. accepted by the parties in a particular section. Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all interested persons. Page 9 of 11 Seller's Initials Buyer's Initials 1 2 IN WITNESS WHEREOF, the parties hereto have caused this Real Estate Purchase and 3 Sale Agreement to be executed by their duly authorized officials. 4 5 BUYER: 6 7 The South Miami Community 8 Redevelopment Agency Foundation, Inc. 9 10 By: 11 Print Name: 12 Title: 13 Address: 6130 Sunset Drive, South Miami, Florida 33143 14 15 FOR NOTARY 16 17 STATE OF FLORIDA ) 18 ) 19 COUNTY OF MIAMI -DADE ) 20 21 On the day of , year of , before me, a Notary Public 22 in and for the above state and 'county, personally appeared , known to 23 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 24 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 25 the purposes therein contained as his or her /their free and voluntary act and deed. 26 27 28 NOTARY PUBLIC 29 30 My Commission Expires: 31 32 SELLERS: 33 34 35 By: 36 Pamela Williams 37 Address: 38 39 40 41 By: 42 Janice Dantzler 43 Address: 44 Page 10 of 11 Seller's Initials Buyer's Initials _ 1 2 FOR NOTARY 3 „ 4 STATE OF FLORIDA ) 5 ) 6 COUNTY OF MIAMI -DARE ) 7 .8 On the day of , year of , before me, a Notary Public 9 in and for the above state and county, personally appeared , known to 10 me or proved to be the person(s) named in and who executed the foregoing instrument, and being 11 first duly sworn, such person(s) acknowledged that he or she /they executed said instrument for 12 the purposes therein contained as his or her /their free and voluntary act and deed. 13 14 15 NOTARY PUBLIC 16 17 My Commission Expires: 18 19 20 Page 11 of LEGAL DFSCRWTIONS 6429 SW 59`x' Place Folio No.: 09 -4025- 010.0310 Franl4jn Sub PB 5 -34 Lot 29 Blk 5 Lot Size 5500 Square Feet OR 17776 -4504 0807 4 OOC 21971 -0639 012004 4 and 644 SW 59" Place Folio No.: 09 -4025- 010 -0320 Franklin Sub PB 5 -34. Lot 30 Blk 5 Lctt• Size 5500 Square Feet OR 17776 -4503 0897 4 OR 21855- 2466102003 4 COC 21011 -0646 0126-04 4 aa�naaaaaaaaaas C� Y SD b w D p YN 9�99399993333900�i0�'�1 ro r� r N � T ' _ inwmnmonmNiNmmo��� I�IAlIII11nI111bIINUId������1 IIIIIIYI�INAI�I����86�f�OCI IBII�III�NIIIIHII� ��9G� G�9001 � AIIgIIIIIInIIII�NII�s� lSS��l���I�� NdIh�Infll�Nllldll������1�� IBI�DnIBnI�IpII�I�IIflII�I�ApI�N�NI'IAII�IIIA��llAlll �III�IIIIIII�IIIIIIII�IfI�G��il�i��� 0 a 0 w C� Y SD b w D p YN ro r� r N � T ' _ ,III11 SMCRA' 2001 Making our Neighborhood o Great Place to Live, Work and Play, To: Honorable: Chair and Date: November 13, 2006 SMCRA Board Member From:, Yvonne Soler - McKinley ITEM No. V Executive Director RESIDENTIAL REHABILITATION GRANTA WARD — NANCY COBB A . RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY APPROVING .A MULTI - FAMILY REHABILITATION GRANT AWARD IN THE AMOUNT $3,820 TO NANCY COBB FOR HOME IMPROVEMENTS TO 5819 SW 62ND TERRACE AND AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDING IN THE AMOUNT OF $3,820 TO NANCY COBB AND CHARGING THE AMOUNT TO ACCOUNT NUMBER 610 - 1110 - 533 -99 -30 (RESIDENTIAL REHABILITATION GRANT ACCOUNT); AND PROVIDING AN EFFECTIVE DATE. BACKGROUND The intent of the SMCRA Residential Rehabilitation Grant Program is to improve the existing housing stock in the SMCRA. To achieve these goals the State of Florida and Miami -Dade County have granted legal powers to the SMCRA.to administer housing rehabilitation funding programs.. The SMCRA has received a grant funding request from Nancy Cobb for personal home improvements to property located at 5819 SW 62nd Terrace. Three individual cost estimates for wood fence installation have been provided. The individual cost estimates include . installation estimates in the amounts of $6,000, $5,432 and $5,140 (See Exhibit 1). The lowest of the three cost estimates has been selected for funding consideration. Based on the cost estimate of $5,140, a total amount eligible for SMCRA assistance is $3,820. The determination of funding eligibility is based on the specific funding requirements of the Residential Rehabilitation Program (See Exhibit 2). Staff has reviewed the grant application and has determined that the funding request is consistent with the eligibility requirements of. the Residential Rehabilitation Program (See Exhibit 3 for Checklist). Attached as Exhibit 4 is the draft grant agreement; the required mortgage agreement; and an affidavit of fact from the applicant. Approval of the attached resolution shall authorize the Executive Director to disburse funding in the amount of $3,820 to Nancy Cobb for personal home improvements to 5819 SW 62 "d Terrace. The total funding amount will be charged to Account No. 610- 1110 - 533 -99 -30 (Residential Rehabilitation Grant Account). Following funding disbursement of $3,820, the remaining balance in Account No. `610- 1110 - 533 -99 -30 will be $46,180. RECOMMENDATION Staff recommends approval of the attached resolution authorizing the Executive Director to disburse funding in the amount of $3,820 to Nancy Cobb for housing improvements to 5819 SW 62nd Terrace. Attachments: Draft Resolution Grant Funding Application Grant Eligibility Requirements Draft Grant Agreements i 1 RESOLUTION NO. 2 3 4 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY 5 REDEVELOPMENT . AGENCY APPROVING A .MULTI - FAMILY:. 6 REHABILITATION GRANT AWARD IN '"THE AMOUNT $3,820 . TO 7 NANCY COBB FOR HOME'. IMPROVEMENTS. TO 5819 SW 62ND 8 TERRACE AND AUTHORIZING THE EXECUTIVE DIRECTOR TO, 9 DISBURSE FUNDING IN THE AMOUNT OF $3,820 TO NANCY COBB 10 AND. CHARGING THE AMOUNT TO ACCOUNT NUMBER 610 -1110- 11 533 -99 -30 (RESIDENTIAL REHABILITATION GRANT ACCOUNT); 12 AND PROVIDING AN EFFECTIVE DATE. 13 14 WHEREAS, the -South Miami Community Redevelopment Agency 15 (SMCRA) is committed to achieving holistic neighborhood revitalization through 16 physical, economic and social development; and 17 18 WHEREAS, the intent of the Residential Rehabilitation Program is to 19 improve the existing housing stock in the SMCRA; and 20 21 WHEREAS, in order to achieve these goals the, State of Florida and 22 Miami -Dade County, have granted .legal powers to the SMCRA to administer, 23 housing rehabilitation funding programs; and 24 25 WHEREAS, the SMCRA has received a grant funding request from Nancy 26 Cobb for personal home improvements to property located at 5819 SW 62 °d 27 Terrace; and 28 .29 WHEREAS, Three. , individual cost estimates for wood fence installation .30 have been provided. including estimates in the amounts of $6,000, $5,432 and 31 $5,140; and 32 33 WHEREAS, the lowest of the three cost. estimates ($5,140) has been . 34 selected for funding consideration; and 35 36 WHEREAS, based on the cost estimate `of $5,140, a total amount eligible 37 for SMCRA assistance is $3,820; and 38 39 WHEREAS, the determination of funding 'eligibility, is based on the 40 specific funding requirements of the Residential Rehabilitation Program (Attached. 41 as Exhibit 1); and 42 I WHEREAS; staff has reviewed the grant application and has determined 2 that the funding request is consistent with the eligibility requirements of the 3 Residential Rehabilitation Program. 4 5 6 NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY 7 REDEVELOPMENT AGENCY OF THE CITY'. OF SOUTH MIAMI, 8 FLORIDA THAT: 9 10 Section 1. The South . Miami Community Redevelopment Agency 1 t authorizes the Executive Director to. disburse grant funding in the amount 12 $3,820 to Nancy Cobb for home improvements to 5819 SW 62nd Terrace. 13 The ,total funding amount will be charged to Account No. 610- 1110 -533 - 14 99 -30 (Residential Rehabilitation Grant Account). 15 .16 Section 2. Following disbursement of funding the raining balance in 17 Account No. 610- 1110 - 533 -99 -30 (Residential Rehabilitation Grant 18 Account) will be $46;180. 19, 20 Section 2. Funding awards shall be contingent upon a recording of the 21 appropriate deed restrictions on the subject property. 22 23 Section 3. This'resolution shall take effect immediately upon adoption. 24 25 . 26 . PASSED AND ADOPTED this day of November, 2006. 27 28 29 ATTEST: APPROVED: 30 31 32 33 City of South Miami Chairperson Horace Feliu 34 Community Redevelopment Agency 35 Clerk Board Vote: : 36 Chairperson Feliu: 37 Vice Chairperson Wiscombe: 38 READ AND APPROVED AS TO FORM:. Board Member Palmer: 39 Board Member Birts: 40 Board Member Beckman: 41 Board Member Ellis: 42 Board Member Williams: 43 Eve A. Boutsis, 44 General Counsel t APPLICANT AND CQ APPLICANT INFORMATION t•., :,r''; :1 APPLICANT'S NAME SOUTH MIAMI CRA- .. SOCIAL DATE OF BIRTH SECURITY # MARRIED MARITAL STATUS t 'SEPARATED (check one) :.. ... ... . :..... . ............................... :. ;UNMARRIED (includes single, divorced & widowed) WORK PHONE ( � 7/ HOME �' Q d. eached: w`fien can you.be reached..' PHONE when can you be reached: � ±. r•� � >a: tir •'„V�n'y;,'Si'K:9�. i.jl,-:f>:•Y•:..Y• .! ��1.:•:+i:�•. l.' )f;t����yy��'••L ..'i�..:j+.'I.i \Y"• /:fn�::i•;Y! :.Lryi -cy},g:.jti ?:. :ufW��•; vif+ '7�i: j, "L y'i a./t;iJ:>;•.1;�1.. r�)1%`• (L• ?.• :i�. �".:�' ' "iY:.. . >;,. _•• u 1•tra:3 ;:+{�1v�,•. >:> iY y�:�f.:y 'L-�it'.C,'~•,,' �..' .r.•.. �.� .A...� ��.. �:`^. `4r•,..•�n Yt .ti�i. +M; •A• :,., s ?:'., •• 4�•'`'.,,.'rr3_` :.:,.t•;� ,;�._;. .be��•';!�!• :•C'c',.*,;�..�j„tv+��!+�.1Y.. .r,? ,.: �+. ..r ,.r�,. {�. ,r. ,r.�'ti.v`i. rr, ?•'^ r: CO- APPLICANT'S NAME (Spouse) . SOCIAL DATE OF BIRTH SECURITY #, NIARRIED tj MARITAL- .STATUS ' ..:.: :.... ...:..:.. ........ .... ................. .... ................ ........... _ ................. ........ SEPARATED... (check one) ... ... . .UNMARRIED (includes single, divorced •& widowed) ( ) f HOME ( ) WORK PHONE when' can you be reached:`; PHONE when can you be reached: ;` ��:trs'�r, ` x= ��.w,'�LY?r;Z~'� ` �•? � :• �rL.t(���rr,"•se�+�ty�r,l�i! .):�w� r• >k�t�".. , — '4rs;. �. :�?a�r��;� CURRENT .1 (/N G� ............ . ADDRESS .How long at this address? YEARS MONTHS ..,.• e, .r jr. ;Jff .Y•.. a. Yr' t. .�, =. ��a. ni �:i'Yh,�e•; •.. - ��..: • i4� �ij.� ��y,.:,,�,,s� s �' �� 1 ~'L^� ,j'�} � c F'�'xt ,� r e •7i t"C'`° ��r V. ` "a•''T��..A. ''*:•r �, 'L�" ` r C':.� � �� :•� s'r.• %: -• •. n' �Ta '�4�.u�3.�'•.,•:?��'_.�...'�r: �:'�1s•+r_.� y�•J ty)•�I;fi {eY ^`i u!t.A�iil•�1.��!.!P '1 W:.- ..� ^�nrM.j A�ti�t. ^v.� a��...s::.. �., �f!1t I•r f. Y� P..� •B Ar3S!'�r �:... � »✓r _ f .1?s.�.. sir..,.. :.. P� {�.r: ti < INCOME INFORMATION (ANNUAL) {List all sources ormcome eamed yearfy.trom *the sburces listed Include all amounts which can 6e;Ve4edsuch as Socia/ Security tsenefts, rn eres rncorne, ; part time employrrientr child:support!afrriony, orotherincome declared.on federal #ax return • 4 ,.1•!. 1 t y , ., ,r,•4y.. j ;1 APPL' (CANT _ CO APPLICANT;; . Y a 1�1•. Primary Job.: $ n.T�h l : a,: 1 Primary Job $ Second Job $ Second Job $ Pension $ A Pension $ Social Security $ .Social Security. $ AFDC/Welfare $ AFDCNVelfare $ Alimony /Child Support $ Alimony /Child Support $ Workers' Workers' $ Compensation Compensation, Interest from Savings $.• Interest from Savings $ Other income (explain)" $ Other income (explain) $ TOTAL %� . %I� TOTAL $ t rt l�' :,•1C�•i[i: 1. '• :•�Y":i'�,�i..r N :rJ.ti +.•):.::'. L•� 1.J'. �MYi i - � •,. �•• G, p-­ :� u _ e er�afmori �'l' ie cucf+esxie;S1CDx�timll t�� .•, ,. �, .�r r t•• !+4i:s �a -'L..> �� ,t�F�i , •. ,�,,. �, ri ^� i�•�i�• *: %'e py �!,f� ' +�.Fh1= :.;� a��:Dssa�ilE�J µ 'Li; '£^+. �4r �L v i ..�^,t4.� t�� Z . •j:Y, I`j �a�� S`51 1�ai; • ; jj �,i•l.``pd'!' i�.`ti"Z •1f 1�• wT7•l'I �'T•�+[JeY , � Yl�,'4::YY. 1 :FF' ^e!�� .'.��. R.'; �. �r• •T+!`'.••��1L'l�ie�tl±n >A {�J��. �4}. �Z Y.l 1. rjYt.� 4��'K� r• PROPERTY AND MORTGAGE INFORMATION' ` NAME OF LENDER PROVIDING , YOUR-. MORTGAGE OR MORTGAGES . ADDRESS OF LENDER(S) PHONE NUMBER OF LENDER ( ) ADDRESS OF PROPERTY TO .. BE REHABILITATED _ ................. .......................................... ................. ............ ............. ..................................................... HOUSE . ; INFORMATION NUMBER OF BEDROOMS NUMBER OF BATHROOMS HOUSE SIZE (SQUARE FEET) SF �j ASSESSED VALUE:OFPROPERTY AS DETERMINED. BY THE MOST RECENT MIAMI -DADE COUNTY,$ PROPERTY ASSESSMENT OFFICE - Ell y SEF' .13 2006 M. Certification and Signature SOUTH MIAMI C. (We) hereby certify that all of the foregoing information is'true and.complete to.the best of my (our) knowledge, and hereby give my (our) permission to the City of South Miami Community Redevelopment Agency (SMCRA) (or any lender acting on the Agency's behalf) to conduct further credit and financial investigation, as deemed necessary to determine eligibility. Furthermore, 1, (we) agree to abide by the eligibility and program requirements set forth in connection with,any opportunities which may be offered to me (us) by the SMCRA pursuant to this :application. I (we) understand that false, inaccurate, or incomplete . information in the foregoing application shall be considered cause for me. (us) to be disqualified from participation inthe Residential Rehabilitation Program for Single- Family Homes, a.program of the SMCRA, and I (we) must immediately notify the Agency of any change in my (our) income, status of employment prior to closing for re- verification. I (we) further understand than an "Affidavit of No Income Change" must be signed.prior to receiving' any program benefits: I (We) hereby authorize the SMCRA or any lender acting on the Agency's behalf to verify my past and present employment,' past and present landlord-information, past and present = mortgage loans, and any other credit information as needed. l (we) understand a copy of : this form will also serve as authorization. Signature of Co- Applicant Date U1. 4i ME. miamiMe.glo ACTIVE TOOL SELECT. dy { ti r. 62HO TER— Folio No.: 9- 4026_034 -0080 Property: 5918 SW 62 TERR Mailing NANCY, COBB Address: . SINGLE FAMILY• Beds /Baths: 5918 SW 62 TERR MIAMI FL Floors: 33143 -2254 f+t Property Information: Primary 0800 SINGLE FAMILY Zone: RESIDENCE ' CLUC: 0001 RESIDENTIAL - Building Value: SINGLE FAMILY• Beds /Baths: 2 Floors: 1 Living Units:l $54,808 dl Sq 1,245 . Footage: $25,000 Lot Size: 6,300 SO FT - Year Built: 1947 $29,808 1$28,2112 55440.15 AC Legal STORMPROOF SUB PS 47- Description: 12 LOT 3 BILK 2 LOT SIZE 0.000 X 105 OR 16280- 0790 0889 4 s t SW 64TO ST • ,,a, w 7M f ra �.C', y ..f R Ml.a -rtl Digital Orthophotography - 2006 0 111 It We appreciate your feedback, please take a minute to complete our survey. Sale Information: Sale OJR: Sale Date: 8/1989 My Home I Property Information Property Taxes Sale Amount: o My Neighborhood I Property Appraiser Assessment Information: Year 2006 2005 Land Value:- $94,569 $42,384 Building Value: $96,675 $70,920 Market Value: $191,244 $113,3R Assessed Value: $54,808 $53,212 Homestead : Exem lion: $25,000 $25,000 Total Exemptions: $25,000 1$25,000 Taxable Value: $29,808 1$28,2112 Home Using Our Site I About I Phone Directory Privacy I Disclaimer If you experience technical difficulties with the Property Information application, please click here to let us know. - E -mail your comments,. questions and suggestions to Webmaster http: / /gisims2. miamidade .gov /myhome /propmap.asp 11/7/06 If you have any questions concerning this quotation, please do not hesitate to contact us. THANK YOU FOR YOUR BUSINESSI AMOUNT G�00� I ALL TE FENCE P.O. Box 83 -1021 Miami, FL 33283 -1021 E -mail: Allstatefence @bellsouth.net - Phone: 305- 271 -1956 • Fax: 05- 271 - 5136.1- 800 - 673 -0352 Lic.# 17907 `JOB NAME: ;t a 1 \3 C � � � C� i.� % ATTENTION . JOB ADDRESS: J g C ( C_i / t cry CiTY:� _ P r• %� ZIP CODE MAILING ADDRESS: CITY ZIP CODE HOME ��� ((� �:(�`/ (OFFICE) (E- MAIL) (CELL);?SC� —_� 1. We propose subject to acceptance by All State Fence, inc. to furnish and install a fence in accordance with quantities and sizes listed below. Before construction Is begun the purchaser is to supply the company with an updated copy of the survey to establish property lines; the company will not be held liable if the fence is erected incorrectly. r 2. The purchaser must remove all obstruction that may interfere with the construction of the fence. 77 C / 3. If All Site Fence, Inc. has to incur additional expenses due to unremoved shrubbery, plants, branches, obstacles, etc:, En a w' r to the purchaser. t 4. All State Fence, Inc. will not be field responsible for damages to any trees, shrubbery, plants, grass, etc., situated near. I ti • !'' ` 5. During the construction of the fence your soil will be disturbed. A general clean up of the area will be done, upon comple f the job. Rocks, dirt and so d ris will sometimes be left behind. Fa- C[� qq��'� 6. The purchaser is responsible to notify All State Fence; Inc. were underground lines and/or Improvements are located, su A , se AA 001 pipes, sprinklers, sewers, drain fields, etc. All State Fence, Inc. will not assume the responsibility of any unmarked lines that are hit. The company will contact all the n for underground location. .1 SOLITH UK WOOD /STYLE ;" __.+.. 1 i �.._ �1 I 1 ...t -, ! • -' -- �— LOCATION - i - — Z. t c i- 1 SKETCH I - _ - . �.. - -+ . • - - - CHAiN LINK/TYPE )HEIGHT LENGTH PICI(ET CUT -- _ � _ - \)CQ o.� GAiJG E ACING ,SP HEIGHT O.D. POSTS �• _ _ •. uNE% % TERMINALS i SINGL'E GATE - I I L.......Y TOP RAII \ !TENSION WIRE: AM OU.NTy!WIDTH V _ _ BA(rB WIRE !: DOUBLE GATE AMOUNT WIDTH SINGLIE GATE AMOUNT WIDTH AIR OR GROUND' '. IN miT r i .f } 1 I t.. l - r ; . I '- I I T r. _ _ DOUBLE GATE .. w BOARDS FACING I AMOUNT WIDTH ° i \ +- -- - ` ', - t KNUCKLE UP OR DOWN MISCELLANEOUS + i I * Not responsible for any private underground Improvements* MISCELLANEOUS\ Fence Removal P �! - (fY E) { (FOOTAGE) �'� (HAULING) No HAULING TRACTOR ' L / :� SPECIAL TOOLS' SPECIAL INSTRUCTIONS: If hand digging is needed �N�1 gg g per hole will he added to final balance. WARRANTIES: WOOD 10 YEARS ON WOOD AGAINST ROTTING AND TERMITES, CHAIN LINK -20 YEARS ON MATERIAL AGAINST RUST, ONE YEAR ON LABOR' Terms and Conditions " Job Price: / �0 Initial Deposit: _ ,� �.-+ Check #. Date Other: - Second Deposit: Due: Other: Second Deposit: Due: Permit: � Balance: �, � .� Due: Al / J Total• Due: PRICES GOOD FOR 10 DAYS AFTER PROPOSAL DATE. THIS IS A RETAIN TITLE CONTACT Customers Signature: Sales Person: Date: Date: Lien will automatically 6e placed on any contract that Is not paid upon completion EXHIBIT 2 South Miami Community Redevelopment Agency Residential Rehabilitation Single Family Grant Program Check list Obiectives• • To reduce time • To make the Process simpler. The applicant must file a complete application with CRA staff. At the time of filing, the Applicant must submit the following: 4d Completed application LLD. p/ Letter of intent; (Letter form the owner for Scope of work) o' Proof of ownership (Dade county property description, Deed, Copy of Property tax.) ©- Income verification (W2 form, Social Security or disability letter stating income, last two checks if no other form of income verification is available Contractors .price estimates (estimates from .a. minimum of two firms shall be provided for $2,500 or less Contractors' price estimates (estimates from a minimum of three firms shall be provided for $2,500 or more) r Before pictures of scope of work Before completion o�proposed improvements must meet all applicable requirements, including building and zoning codes; and o_ Finished Before pictures. of scope of work . c cr ;a .. f :E 'a ts+ -h 0 D o < -h cr o G Z m (D J.. . '7' F-+ - m -h -1 'h J• G Q ¢1 rt O V (D cL —+ a m Q 4 r) C. < r to Pt w rt m J. J. m S w . 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WITNESSETH: WHEREAS, the Agency has budgeted funds to provide grants benefiting applicants who rehabilitate single - family property in the Agency's redevelopment area; and .WHEREAS, the Grantee. will perform the services required under the Agency's program. NOW, THEREFORE, the Parties agree as follows: ARTICLE I SCOPE OF SERVICES The Grantee shall provide the rehabilitation of single - family property as shall be approved by the City of South Miami's building official, and as attached in the Scope of Services labeled Exhibit "1•." ARTICLE II CONDITION OF SERVICES The Grantee agrees to the following: a) The rehabilitation shall. benefit very low, low, or moderate income' City of South Miami residents. b) Maintain records including, but not be limited to, the following: 1. Information identifying household income, head of household, ethnicity, race and gender, to the extent allowed by law; 2. Other documentation required by the Agency. C) The Grantee shall not, for a period of three (3) years from the execution of this agreement, rent or otherwise convey the property or any portion of the property. d) Allow the Agency and/or City of South Miami officials on the premises and give access to inspect the. site and building for code violations. This right. may be exercised. at any time, upon reasonable notice of not less than forty -eight (48) hours, except in an emergency. e) The Grantee shall, to the extent permitted by law, allow all necessary personal, and financial background investigations to be conducted by the Agency. f) The Grantee shall not use the, Premises, or any portion, or permit the same to be used for any illegal, immoral or improper purposes, nor to make, or permit to be made, any disturbance, noise or annoyance whatsoever detrimental to the premises or the comfort and peace of the inhabitants of the vicinity of the demised premises. Any violation of this provision within three (3) years from the execution of this Agreement shall result in the entire grant being repaid by the Grantee to the Agency. ARTICLE III TERM OF AGREEMENT This Agreement shall be deemed effective upon execution by both parties, and shall terminate,on Three (3) years from November 13,2006. A schedule of completion regarding all exterior and interior improvements is attached as Exhibit "2." ARTICLE IV AMOUNT OF GRANT The Agency shall award the Grantee an amount not to exceed $3,820.00 Dollars. Payment shall be made by providing 50% of the total:grant amount within forty -five (45) days of the execution of all necessary documents, including this Agreement, and the remaining 50% within 14 days of all required certificates and approvals from any governmental entity of the rehabilitation work and submittal of proof of expenditures. Never shall the amount of the grant exceed the cost of the expenditures relating to the rehabilitation. ARTICLE V DEFAULT For purposes of this Agreement (and the documents referenced or incorporated), a default shall include without limitation the following acts or events of the Grantee, its agents and employees, as applicable and as further detailed below: (1) Failure to comply with applicable federal, state and local regulations and laws. (2) Breach regarding any of the terms and conditions. of this Agreement. 2 In the event of a breach, the Agency shall receive back the Grant amount and may exercise any and all rights including the rights to bring any and all legal and/or equitable actions in Miami -Dade County; Florida, in order to enforce the Agency's right and remedies against the Grantee. The Agency shaltbe entitled to recover all costs of such actions including a reasonable attorney's fee, at trial and appellate levels, to the extent allowed by law. . ARTICLE VI AMENDMENTS Any alterations, variations, modifications or waivers or provisions of this Agreement shall only be valid when they have been reduced to writing, duly approved and signed by both parties, and attached to the original of this Agreement. This Agreement contains' all the terms 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 any of the parties. ARTICLE VII TERMINATION It is expressly understood and agreed that in the event of curtailment or non- availability of Grant funds, this, Agreement will terminate effective as of the time that it is determined by the Agency that funds are no longer available.. In the event of such. determination, the Grantee agrees that it will not' look to nor seek to hold liable the Agency for the further performance of this Agreement and the Parties shall be released from' further liability each to the other under the terms of this Agreement. ARTICLE VIII INDEMNIFICATION The Grantee shall defend; indemnify and hold harmless the Agency, its officers, employees and agents, against any claims, suits, actions, damages, proceedings, liabilities and costs (including attorney's fees) arising from or in connection with this Agreement or any contracts the,Grantee may enter.into with third parties pursuant to this Agreement. The Grantee shall pay allclaims and losses of any nature, and shall defend all suits, on behalf of the Agency, its officers, employees or agents when applicable and shall pay all costs and judgments which may issue. ARTICLE IX AUDIT AND INSPECTIONS At any time during normal business hours and as often as. the Agency may deem necessary, there shall be made available to the Agency the right to audit and examine all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other 3 data relating to matters covered by this Agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be kept for a minimum period of three (3) years from the date of expiration of this, Agreement and shall be to the extent required by law, be public records available for inspection and copying. If any litigation, claim, negotiation; audit or other, action involving the records has been started before the expiration of the three year period, the records must be retained until completion of the action and resolution of all issues which arise. If during the course of an audit, the Agency determines, that any payments made to the Grantee do not constitute an allowable expenditure, the Agency will have the right to deduct/reduce those amounts from their related invoices. The Grantee must maintain records necessary to document compliance with the provisions of the Agreement. ARTICLE X NOTICES It is understood and agreed . between the parties that all notices which may arise in connection with this Agreement shall be considered sufficient when made in writing and mailed or delivered to the appropriate address: If to the Agency: South Miami Community Redevelopment Agency 6130 Sunset Drive South Miami, FL 33143 Attn: Executive Director Grantee: ARTICLE XI SUBCONTRACTS The Grantee agrees that .no assignment or subcontract will be made in connection with this Agreement without the express written consent of the Agency. 4 .. ARTICLE XII SEVERABILITY OF PROVISIONS If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if-such remainder would then continue to conform to the terms and requirements of applicable law. ARTICLE XIII PROJECT PUBLICITY The Grantee agrees that any news release or other type of publicity pertaining to the Program must recognize the Agency as an entity which provided funds for the project. ARTICLE XV LIMITATION OF LIABILITY The Agency desires to enter into this Agreement only if in so doing the Agency can place a limit on the Agency's liability for. any cause of action arising out of the Agreement; so that its liability will never exceed the agreed sum of $3,820.00 Dollars Grantee expresses its willingness to enter into this Agreement with Grantee's recovery from the Agency for any action or claim arising from this Agreement to be limited to $3,820.00Dollars. Payments under the Agreement shall be set- offs against any award of damages against the Agency. Accordingly, and notwithstanding any other term or condition of this Agreement, Grantee. agrees that the Agency shall not be liable to Grantee for damages in an amount excess of $3,820.00 Dollars, for any action or claim of the Grantee or any third party arising out of this Agreement.. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon Agency's liability as set forth in Chapter 768, Florida Statutes. Additionally, the Agency does not. waive sovereign immunity, and no claim or award against the Agency shall include attorney's fees, investigative costs or prejudgment interest. IN WITNESS WHEREOF, the parties have executed this Agreement by their respective proper officers duly authorized the day and year first above written. ATTEST GRANTEE By: Title: ATTEST SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY Secretary APPROVED AS TO FORM; General Counsel 6 , By: Executive Director CITY OF SOUTH MIAMI COMMUNTIY REDEVELOPMENT AGENCY RESIDNTIAL REHABILITATION PROGRAM MORTGAGE This Mortgage made on the 13 day of November, 2006, between Nancy Cobb, a single woman, hereinafter called the Mortgagor, residing at 5918 SW 62 Terrace,' Miami Florida and the City of South Miami Community Redevelopment Agency (Mortgagee). WITNESSETH: WHEREAS, the Mortgagor desires to secure the payment of an indebtedness in the principal amount of Three Thousand Eieht Hundred Twenty Dollars ($3,820.00) with interest payable in accordance with a Promissory Note bearing even date with this Mortgage which is attached as "Schedule A" and made a part of this Mortgage, and all other indebtedness which the Mortgagor is obligated to pay to the Mortgagee pursuant to the provisions of the Note of this Mortgage, hereby grants, conveys and mortgages to the Mortgagee the parcel of land situated in Miami -Dade County, Florida and described as follows: Lot 3, Block 2, of the Amended Plat of STORMPROOF SUBDIVISION according to the plat thereof; as recorded in Plat Book 47, at Page 12, of Public Records of Miami Dade County, Florida. 25 54 40.15 AC STORMPROOF SUB PB 47 -12 LOT 3 BLK 2 LOT SIZE 60.000 X 105 OR 0790 0889.4 TOGETHER with all appurtenances and all the estate and rights of the Mortgagor in and to such property. or in any way appertaining, all buildings and other structures attached to, or used in or in the operation of, any such land, buildings or structures which are necessary to the complete use and occupancy of such buildings or structures for the purposes for which they were or'are to be erected or installed, including but not limited to all heating, plumbing, bathroom, lighting, cooking, laundry, ventilating, refrigerating, incinerating and air - conditioning equipment and fixtures, and all replacements and additions, whether or not the same are or shall be attached to such land, buildings or structures in any*manner. TOGETHER with any and all awards made for the taking of the mortgaged property, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade of any street or other roadway, which awards are assigned to the Mortgagee and are deemed .a part of the mortgaged property, and the Mortgagee is authorized to collect and receive the proceeds of such awards, to give the proper receipts and acquittance, and to apply the same toward the payment of the indebtedness secured by this Mortgage, notwithstanding the fact that the amount owing may not then be due and payable; and the Mortgagor agrees, upon request by the Mortgagee, to make, execute and deliver. any and all assignments and other instruments sufficient for the purpose of assigning each such award to the Mortgagee, free, clear and discharged of any encumbrances or any kind and nature; and TOGETHER with all right, title and interest of the Mortgagor in and to the land lying in the streets and roads in front of and adjoining the above, described land (all the above ' described land, buildings, other structures, fixtures, articles of personal property, awards and other rights and interests being, collectively call the "Mortgaged Property"). TO HAVE AND TO HOLD the Mortgaged Property and every part unto, the Mortgagee, its successors and assigns forever for the purpose and uses set forth. The Mortgagor further covenants and agrees with the Mortgagee, as follows: 1. The Mortgagor will promptly pay the principal of and interest on the indebtedness evidenced by the Note, and all other . charges and indebtedness provided in the Note and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. The Mortgagor will pay when due all ground rents, if any, and all taxes; assessments, waiver rates and other governmental charges, fines, and impositions of every kind and nature imposed on the mortgaged property or any part, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 1 3. This Mortgage and the Note were executed and delivered to secure moneys advanced in full to the Mortgagor by the Mortgagee as or on account of a loan evidenced by the Note, for the purpose(s) described or referred to in the City of South Miami Community Redevelopment Agency Residential Rehabilitation Program dated March 5, 2001, to or on the mortgaged Property, and for such other purpose, if any. 4. No building or other structure or improvement, fixture, or personal property managed shall be removed or demolished without the prior written consent of the Mortgagee. The Mortgagor will not make, permit or suffer any alteration of or addition to any building or other structure or improvement to be erected or installed upon the mortgaged property or any part, nor will the Mortgagor use, or permit or suffer the use of any of the mortgaged property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Mortgagee. The Mortgagor will maintain the mortgaged property in good condition and state of repair and will not suffer or permit any waste to any part and will promptly and with all the requirements of federal, state and local governments, or of any departments, divisions or bureaus, pertaining to such property. 5. The Mortgagor will not voluntarily create, or, permit or suffer to be created or to exist, on or against the mortgaged property, or any part, any lien superior to the lien of this Mortgage, exclusive of the lien or liens, if any, to which this Mortgage is expressly subject, as set forth in the granting clause above, and will keep and maintain the same from the claims of all parties supplying labor or materials which will enter into the construction or installation of improvements. This Mortgage shall have priority over all other encumbrances except a purchase money first mortgage.. 6. a) The Mortgagor will keep all buildings, other structures and improvements, including equipment, now existing or which may be erected-or installed on the land mortgaged, insured against loss by fire and other hazards, casualties and contingencies, in such amounts and manner, and for such periods, all as may be required from time to time by the Mortgagee. Unless otherwise required by the Mortgagee, all insurance shall be effected by Standard Fire and Extended Coverage Insurance policies, in amounts not less than necessary to comply with the coinsurance clause percentage of the value applicable to the location and character of the property to be covered. All such insurance shall be carried in companies approved by the Mortgagee and applicable to the location and character of the property to be covered. All such insurance shall be carried in companies approved by the Mortgagee and all policies shall be in such form and shall have attached loss payable clauses in favor of the Mortgagee and any other parties as shall be satisfactory to the Mortgagee. All policies and attachments shall be delivered promptly to the Mortgagee unless they are required to be delivered to the holder of a lien of a mortgage or similar instrument to which this Mortgage is expressly subject, in which latter event, .certificates, satisfactory to the Mortgagee, shall be delivered promptly to the Mortgagee. The Mortgagor will pay promptly when due, as provided, any and all premiums on such insurance, and in every case in which payment is not made from the deposits required by this Mortgage, promptly submit to the Mortgagee for examination receipts or other evidence of such payment as shall be satisfactory to the Mortgagee.. The Mortgagee may obtain and pay the premium on (but shall be under no obligation to do so) every kind of insurance required if the amount of such premium has not been deposited as required by this Mortgage, in which event the Mortgagor will pay the Mortgagee every premium so paid by the Mortgagee. b) In the event of loss or damage to the mortgage property, the Mortgagor will give to. the Mortgagee immediate notice by. mail, and the Mortgagee may make and file proof of loss if not made otherwise promptly by or on behalf of the Mortgagor. Each insurance company issuing any such policy is hereby authorized and directed to make payment for such loss to the Mortgagor and the Mortgagee jointly, unless the amount of loss is payable first to the lienholder under a mortgage or similar instrument to which this Mortgage is expressly subject, and the insurance proceeds, or any part, if received by the Mortgagee, may be applied by the Mortgagee, at its option, either in reduction of the indebtedness secured, or to the restoration or repair of the mortgaged property in extinguishment of such indebtedness, all right, title and interest of the Mortgagor in and to every such insurance policy then in enforce, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Mortgagor. 7. The Improvements and all plans and specifications shall comply with any and all applicable municipal, county, state and federal ordinances, regulations and rules made or promulgated by lawful authority, and upon their completion, shall comply with the rules of the Board of Fire Underwriters having jurisdiction. Upon any failure by the Mortgagor to comply with or perform any of the terms, covenants-or conditions of the Mortgage requiring the payment of any amount of money by the Mortgagor, other than the principal amount of the loan evidenced by the Note, interest and other charges, as provided in the Note, the Mortgagee may at its option make such payment. Every payment so made by the Mortgagee (including reasonable attorney's fees incurred), with interest thereon from date of such payment, at the rate of four percent (4 %) per annum, except any payment for which a different rate of interest is specified herein, shall be payable by the Mortgagor to the'Mortgagee on demand and shall be secured by this Mortgage. This Mortgage with respect to any such amount and the interest thereon shall constitute a lien on the mortgaged property prior to any other lien attaching or accruing subsequent to the lien of this Mortgage. 9. The Mortgagee, by any of its agents or representatives, shall have the right to inspect the mortgaged property from time to time at any reasonable hour of the day. Should the mortgaged property at any time require . inspection, repair, care or attention of any kind or nature not provided by the Mortgagor as determined by the Mortgagee in its sole discretion, the Mortgagee may, after notice to the Mortgagor, enter or cause entry to be made upon the mortgaged property and inspect, repair, protect, care for or maintain such property, as the Mortgagee may in its sole discretion deem necessary, and may pay all amounts of money, as the Mortgagee may in its sole discretion deem necessary. 10. The principal amount owing on the Note together with interest and all other charges, as provided in the Note, and all other amounts. of money owing by the Mortgagor to the Mortgagee pursuant to and secured by this Mortgage, shall immediately become due and payable without notice or demand upon the transfer or alienation 'of the Mortgaged Property to another person other than the Mortgagor, except is such transfer is to the surviving spouse, appointment of a receiver or liquidator, whether voluntary or involuntarily, for the Mortgagor or any of the property of the Mortgagor, or upon the filing of a petition by or against the Mortgagor under the provisions of any State insolvency law, or under the provisions of the Bankruptcy Act of 1898, as amended,'or upon the making by the Mortgagor of an assignment for the. benefit of the Mortgagor's creditors. The Mortgagee is authorized to declare, at its option, all or any part of such indebtedness immediately due and payable upon the happening of any of the following events which shall constitute a default on that Note and any other Note which this mortgage secures: a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due; b) Nonperformance by the Mortgagor of any covenant, agreement, term or condition of this Mortgage, or the Note (except as otherwise provided in subdivision (a) or of any other agreement made by the Mortgagor with the Mortgagee in connection with such indebtedness, after the Mortgagor has been given due notice by the Mortgagee . of such nonperformance; c) Failure of the Mortgagor to perform any covenant, agreement, term or condition in any instrument creating a lien . upon the mortgaged property, or any part, which shall have priority over the lien of this Mortgage; d) The Mortgagee's discovery of the Mortgagor's failure in any application of the Mortgagor to disclose any fact deemed by the Mortgagee to be material, or of the making, or in any of the agreements entered into by the Mortgagor with the Mortgagee (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Mortgagor; e) The sale, lease or other transfer of any kind or nature of the mortgaged property, or any part, without the prior written consent of the Mortgagee, including the. subordination of this mortgage or ownerls refinancing of the mortgage property. The Mortgagee's failure to exercise any of its rights shall not constitute a waiver. All the events in this Paragraph enumerated upon the happening of any of which the Note shall become, or may be declared to be, immediately due and payable are in this Mortgage called "events of default ". 11. The Mortgagee may from time to time cure each default under any covenant or agreement in any instrument creating a lien upon the mortgaged property, or any part which shall have priority over the lien of this Mortgage, to such extent, as the Mortgagee may exclusively determine, and each amount paid, if any, by the Mortgagee to cure any such default shall be paid by the Mortgagor to the Mortgagee, and the Mortgagee shall also become subrogated to whatever rights the holder of the prior lien might have under such instrument. 12. a) After the happening of any default, the Mortgagor shall, upon demand of the Mortgagee, surrender possession of the mortgaged property to the Mortgagee, and the Mortgagee may 'enter such property, and let the same and collect all the rents therefrom which are due or to become due, and apply -the same, after payment of all charges and expenses, on account of the indebtedness secured,' and all such rents and all losses existing at the time of such default are assigned to the Mortgagee as further security for the payment of the indebtedness secured, and the Mortgagee may also dispossess, by the usual summary proceedings, any tenant defaulting in the payment of any rent to the Mortgagee. b) In the event that the Mortgagor occupies the mortgaged property or any part, the Mortgagor agrees to surrender possession after such default, such possession shall be as a tenant of the Mortgagee, and the Mortgagor shall pay in advance, upon 'demand by the Mortgagee, as a reasonably monthly rental for the premises occupied by the Mortgagor, an amount at least equivalent to one - twelfth the aggregate of the twelve monthly installments payable under the Note in the current calendar year, plus the actual amount of the annual ground rent, if any, taxes, assessments, water rates, other governmental charges, and insurance premiums payable in connection with the mortgaged property during such year, and upon the failure of the Mortgagor to pay such monthly rental, the Mortgagor may also be dispossessed by, the usual summary proceedings applicable to tenants. This covenant shall become effective immediately upon the happening of any such default, as determined in the sole discretion of the Mortgagee, who shall give notice of such determination to the Mortgagor, and in the case of foreclosure and the appointment of a receiver of the rents, the covenant shall inure to the benefit of such receiver. B.The Mortgagee in any action to foreclose this Mortgage shall be entitled to the appointment of a receiver without notice, as a matter. of right and without regard to the value of the mortgaged property, or the solvency or insolvency of the Mortgagor or other party liable for the payment of the Note and other indebtedness secured by this Mortgage. 14. The Mortgagor, within ten (10) days upon request in person or within twenty (20) days upon request by mail, will furnish promptly a written statement in form satisfactory to the Mortgagee, signed by the Mortgagor and duly acknowledged, of the amount then owing on the Note and other indebtedness secured by this Mortgage, and whether any offsets or defenses exist against such indebtedness or any part. . ' 15.The Mortgagor shall give immediate notice by registered or certified mail to the Mortgagee of any fire, damage or other casualty affecting the mortgaged property, or of any conveyance, transfer or change in ownership of such property, or any part. 16.Notice and demand or request may be made in writing and may be served in person or by mail. 17. In case of a foreclosure sale of the mortgaged property, it may be sold in one parcel. 18. The Mortgagor will not assign the rents, if any, in whole or in part, from the mortgaged property, or any part, without the prior written consent of the Mortgagee. 19. The Mortgagor is lawfully seized of the mortgaged property and has good right, full power and lawful authority to sell and convey the same in the manner above provided, and will warrant and defend the same to the Mortgagee forever against the lawful claims and demands of any and all parties whatsoever. 20.The Mortgagor waives the benefit of all homestead exemptions as to the debt secured by this Mortgage and as to any expenditure for insurance, taxes, levies, assessments, dues or charges incurred by the Mortgagee pursuant to any provision of this Mortgage. 21.This Mortgage and all the covenants, agreements, terms and conditions herein contained shall be binding upon and inure to the benefit of the Mortgagor and the heirs, legal representatives and assigns of the Mortgagor, and to the extend permitted by law, every subsequent owner of the mortgaged property; and shall be binding upon and inure to the benefit to the Mortgagee and its assigns. If the Mortgagor consists of two or more parties, this Mortgage shall constitute a grant and mortgage by all of them jointly and severally, and they shall be obligated jointly and severally under all these provisions and under the Note. The word "Mortgagee" shall include any person, corporation or other party who may from time to time be the holder of this Mortgage. Wherever used, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall be applicable to all genders wherever the sense requires. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Mortgagor on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Witness (Print Name) Witness (Print Name) [Name] Owner Owner Address: STATE OF FLORIDA COUNTY OF MIAMI -DADE The foregoing Mortgage was acknowledged before me this day of , 2006, by who is/are personally known to me, or who has produced the following: as identification and who did not take an oath. Typed/Printed Name: Title: Notary Public, State of Florida This instrument prepared by: John C. Dellagloria General Counsel City of South Miami Community Redevelopment Agency 6130 Sunset Drive South Miami, FL 33143 5 RESIDENTIAL REHABILITATION PROGRAM AGREEMENT NUMBER: -CRA BORROWER (S) : Nancy Cobb PROPERTY ADDRESS: STATE OF FLORIDA COUNTY OF.MIAMI -DADE 5918 SW 62 Terrace Miami, Florida 33143 BEFORE ME, the undersigned Notary Public, personally appeared .Nancy Cobb who,.having been duly sworn according.to law, deposes and says: 1. Affiant is the 'owner of the real property described in Exhibit "A" attached hereto, hereinafter referred to as the "Premises" attached hereto. 2. That the South Miami Community Redevelopment Agency ("SMCRA") has approved Affiant's application under the Residential Rehabilitation Program ;for.Single Family Homes and is issuing a grant to Affiant pursuant thereto. 3. Affiant states that there are no actions, proceedings, judgments, bankruptcies, liens or executions recorded among the Public Records of Dade County, Florida, or any other county in Florida or pending against Affiant in the courts of Dade, County, or other courts. in any other State or Federal Liens that could be recorded in the Public Records. 4. There has been no change in title to the above described Premises from that which was shown in the title evidence previously submitted by me to.the SMCRA and there are no matters pending against me that could give rise to a 'lien that would attach to the Premises. 5.Affiant has not and, hereby, agrees and represents that Affront will not execute any instrument, or do any act whatsoever, that in,any way would affect the title'to the Premises including, but not limited to, .the mortgaging or conveying the Premises or any interest in it or causing any liens to be recorded against the Premises or the Affront. 6. Affiant agrees to indemnify and save the. South Miami Community Redevelopment Agency harmless from and against any loss, damage, cost, expense and.outlay,.including without limitation all attorneys' fees and court costs, which it may at any time sustain, incur or be exposed to by reason or in consequence of, the representations made herein by Affiant. STATE OF FLORIDA) SS . COUNTY OF MIAMI -DADE) T HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared To me known to be the persons described in and who executed the foregoing, instrument and acknowledged before me that he /she /they executed the same, and who presented as identification the following: and he /she /they did take an oath. WITNESS my hand and official seal in the County and State. lasts aforesaid this day of, 20 Notary Public Printed: =ao? s Making our Neighborhood a Great Place to Live Work and Play" To: Honorable Chair and Date: November 13, 2006 SMCRA Board Members From: Yvonne Soler- McKinle ITEM No.' 1 SMCRA Executive Direct AUTHORIZATION TO ENTER INTO GRANTAGREEMENT WITH WOUNDED HEALERS INC. RESOLUTION. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO JOB TRAINING AND RESIDENTIAL. REHABILITATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A GRANT AGREEMENT WITH THE ST. JOHN AME WOUNDED HEALERS JOB TRAINING/RESIDENTIAL REHABILITATION PROGRAM FOR A TOTAL CONTRACT AMOUNT OF $45,000 TO PROVIDE RESIDENT JOB TRAINING. AND HOUSING REHABILITATION SERVICES; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND During the October 17, 2006 Meeting, the Board adopted the FY 06/07 budget including line item funding in the amount of $67,500 for the Wounded Healers and Apprenticeship job training programs. Of the total line item funding, $45,000 was allocated for the Wounded Healers Job Training Program and $22,500 was allocated for the Apprenticeship Program. During the 05106 Fiscal Year, Wounded Healers. completed exterior renovations on twenty -two single - family homes in the SMCRA area in exchange for project -based reimbursement assistance from the SMCRA. (See Exhibit 1). As a result of completion of these projects, the existing affordable housing stock in the area has been improved and the community has been aesthetically enhanced. During the completion of the twenty -two homes, a total of twelve SMCRA residents have acquired valuable on -hands training and marketable employment. skills. The FY 06/07 goal of the program is to continue to improve the existing housing stock in the area while providing, valuable on- hands training for motivated SMCRA residents. The FY 06/07 grant agreement between the SMCRA and the Wounded Healers Program consists of various performance and administration based requirements (See Exhibit 2). Approval . of the attached resolution shall authorize the Executive Director to enter into agreement with Wounded Healers Inc. to provide resident job training and exterior residential rehabilitation services in exchange for individual's project based funding reimbursements from the SMCRA. RECOMMENDATION: Staff recommends approval of the attached resolution authorizing the Executive Director to enter into agreement with Wounded Healers Inc. to provide resident job training and housing rehabilitation services in exchange for reimbursement payments by the SMCRA. Attachments: Draft Resolution Wounded healers Program Accomplishments FY 06/07 Partnership Agreement 1 RESOLUTION NO. 2 3 4 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY 5 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO JOB 6 TRAINING AND RESIDENTIAL REHABILITATION; AUTHORIZING 7 THE EXECUTIVE DIRECTOR TO ENTER INTO . A GRANT 8 AGREEMENT WITH THE ST. JOHN AME WOUNDED HEALERS JOB 9 TRAINING/RESIDENTIAL REHABILITATION PROGRAM FOR A. 10 TOTAL CONTRACT AMOUNT OF $45,000 . TO PROVIDE . RESIDENT .11 JOB TRAINING AND HOUSING REHABILITATION SERVICES; AND 12 PROVIDING AN EFFECTIVE DATE. 13, 14 WHEREAS, 'During the October 17, 2006 Meeting, the Board adopted the 15 FY.06 /07' budget including line item funding in the amount of $67,500 for' the 16 Wounded Healers and Apprenticeship' job training programs; and 17 18 WHEREAS, Of the total line item funding, $45,000 was allocated. for the 19 Wounded Healers Job Training Program and .$22,500 was allocated for the 20 Apprenticeship Program; and .21 22 WHEREAS, during the 05/06 Fiscal Year, Wounded Healers completed 23 exterior renovations on twenty -two single- family homes in the SMCRA area in 24 exchange for project based reimbursement assistance from the SMCRA; and 25 26 WHEREAS, as a result of completion of these projects, the existing 27 affordable housing stock in the area has been improved and the community as a. 28 whole has been aesthetically enhanced; and 29 30 WHEREAS, during the completion of the twenty -two . homes, a total ; of 31 twelve SMCRA residents have acquired valuable on -hands training and, 32 marketable employment skills 33 34 WHEREAS, the FY 06/07 goal of the program is to continue to improve the . 35 existing housing stock in the area while providing valuable on -hands training for 36 motivated SMCRA residents 37 38 WHEREAS, the SMCRA desires to partner with the St. 'Johns Church 39 Wounded Healers Program during the .06/07 Fiscal Year to assist in eliminating 40 blighted neighborhood conditions while" providing much' needed employment 41 training to SMCRA residents. 42 43 ' ' NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY 44 REDEVELOPMENT AGENCY BOARD FOR THE CITY OF SOUTH MIAMI, 45 FLORIDA: 1 , 2 Section 1. The South Miami Community Redevelopment Agency 3 ( SMCRA) approves the attached partnership and grant funding agreement with 4 Wounded Healers Inc. for the SMCRA to provide project based. reimbursement 5 payments to Wounded Healers Inc. for project. expenses. Funding disbursements 6 shall be made by the SMCRA based on the following criteria: 8 A. 'Interested residents must submit a completed written residential 9 rehabilitation application to Wounded Healers Inc. prior to determining Q eligibility. 12 B. Residential rehabilitation grant recipients must be existing residents of } the SMCRA Area. 155 C. In no instance shall grant recipients be absentee property owners. 17 D. During the process of determining eligibility, preference shall be given to 18 elderly residents and lower income households. 19 20 Section 2. Wounded Healers Inc. shall provide to the SMCRA the ? following back -up documentation prior to the issuing of reimbursement payments: 22 A) Proof of valid liability insurance. B) Copy of a release of liability insurance. ?2� C) Proof of a valid contractors license. ?�$ D) Proof of residency, status for all program trainees. E) Hourly rates for all program trainees. F) Signed copies of all trainee timesheets. 56 G) Receipts and or Invoices for all project related supplies. 37 H) Before and after photographs of all completed rehab projects. 38 39 Section 3. Based on monthly invoices provided by. Wounded, Healers 40 Inc., .the SMCRA shall disburse funding in the amount of $695.00 to Wounded 41 Healers Inc. operating expenses including rent, utilities and maintenance. 42 (Monthly operating expense payments are based on a calculated average of prior costs 43 ` incurred by the program) 44 45 Section 4. ' Attached as Exhibit 2 is the Partnership /Grant Agreement . .46 between . the SMCRA and Wounded Healers Inca The agreement contains 47 additional terms and conditions for eligibility pf grant funding in an amount not to 48 exceed $45,000. 49 50 Section 5. This resolution shall take effect immediately_upon approval. 51 52 1 PASSED AND ADOPTED this day of November, 2006. 2 3 4 5 6 7 ATTEST: APPROVED: 8 9 10 City of South Miami Chairperson Feliu 11 Community Redevelopment Agency Clerk 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 Brits: 19 Board Member Beckman: 20 Board Member Ellis: 21 Board Member Williams: 22 Eve A. Boutsis, 23 General Counsel Making our Neighborhood a Great Place to Lives Work and Play To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Acting Executive erector Date: June 12, 2006 1XHIBIT-1 ITEM No. a WOUNDED HEALERS FY 05106 ACCOMPLISHMENTS On October 18, 2005, the City Commission approved final adoption the FY 05106 SMCRA Budget. Included in the FY 05106 Budget, is an allocation of $30,000 to the St. Johns AME Church's Wounded Healers Program. Funding was allocated to the Wounded Healers Program to provide on -hands job training to SMCRA residents as part of a single - family home refurbishment program. During the FY 05106 Fiscal Year, Wounded Healers completed exterior refurbishment of twenty -two single- family homes in the SMCRA area. Attached as an Exhibit are typical examples of projects completed as part of the Wounded Healers Program , Attachment: Wounded Healers Project Photos YSMIDOD /SD 11 MCGRUFFIPLANNINMC R AVounded Healers FY 05106 Accomplishments.doc :.�. u � �•, tfla �d +� �^ :.rte:. eL 1 '� _ �� South ii 6289 Ste' 60th Avenue, South Miami, Florida 33413 6440 S 58th Avenue, South Miami, Florida 33413 ,p Irum AFTER PHOTOS 6017 SW 62"' Terrace, South Miam i, Florida 33413 6031 SW 62"0 Terrace, South Miami, Florida 33413 EXHIBIT 2 AGREEMENT BETWEEN THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY AND ST. JOHN AME CHURCH WOUNDED HEALERS FOR FISCAL YEAR 06/07 THIS AGREEMENT is made this day of 2006, between the South Miami Community Redevelopment Agency ( SMCRA) and St. John AME Church, d/b /a Wounded Healers, Inc. (W.H.). WHEREAS, the SMCRA and W.H. desire to coordinate their efforts to revitalize blighted homes in the SMCRA District, as provided in the approved South Miami Community Redevelopment Plan, and desire to enter into this agreement to memorialize their obligations and responsibilities in regard to this project. NOW THEREFORE, in consideration of the covenants and agreements below, the parties agree as follows: 1. Project Scope. W.H. will provide the required labor and materials to paint eligible homes located in the SMCRA District. 2. License Requirement. All work will be performed by W.H. under the auspices of a licensed contractor. A copy of the license of the contractor shall be provided to the SMCRA prior to the institution of any services. 3. Terms. The SMCRA shall disburse payments to Wounded Healers Inc. based on adherence to the terms outlined in the resolution approving this Agreement 7. Termination Without Cause. The performance of services under this agreement may be terminated upon ten (10) days written notice from the SMCRA. In the event of termination by the SMCRA, W.H. shall not be entitled to any compensation other than that earned during the period up to termination. W.H. may terminate this agreement by giving sixty (60) days written notice to the SMCRA, and no compensation shall be given to W.H. after the day the notice is received by the SMCRA. 8. Independent Contractor. W.H., its employees and agents shall be deemed independent contractors and not agents or employees of SMCRA, and shall not attain any rights or benefits generally afforded SMCRA employees. 9. Venue and Jurisdiction. This agreement shall be governed by and construed in accordance with the Laws of the State of Florida, and venue for any action shall be in Miami -Dade County, Florida. Pagel of 4 10. Sovereign Immunity and Attorney's Fees. The SMCRA does not waive sovereign immunity for any claim for breach of contract or for an award of prejudgment interest; provided, however, that in any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs. 11. Assignment. W.H. may not assign, or transfer this agreement or any part of this agreement. 12. Authorized Agent. The SMCRA and W.H. shall each designate one person who shall be authorized representatives with respect to this agreement. The representative of the SMCRA shall be the Executive Director; the representative of W.H. shall be provided at the time of the joint execution of this agreement. 13. Notices. All notices given or required under this contract shall be deemed sufficient if sent by certified mail, return receipt requested, to the addresses of the contractor and to the SMCRA specified in this contract, unless either party shall specify to the other party a different address for the giving of the notices. 14. . Contracting Officer Representation. For the purposes of this contract, the contracting officers are as follows: To the SMCRA: The City of South Miami Community Redevelopment Agency Yvonne Soler- McKinley, Executive Director 6130 Sunset Drive South Miami, Florida 33143 To W.H.: St. John AME Church Wounded Healers Rev. Gregory V. Gay, Sr., Pastor 6461 SW 59`x' Place South Miami, Florida 33143 15. Force Majeure. Neither party shall hold the other responsible for damages or for delays in performance caused by force majeure, acts of God, or other acts or circumstances beyond the control of a party or that could not have been reasonably foreseen and prevented. For this purpose, such acts or circumstances shall include, but not be limited to, weather conditions affecting performance, floods, epidemics, war, riots, strikes, lockouts, or other industrial disturbances, or protest demonstrations. Should such acts or circumstances occur, the parties shall use their best efforts to overcome the difficulties and to resume the work as soon as reasonably possible. 16. Sovereign Immunity. The SMCRA desires to enter into this agreement only if in so doing, the SMCRA can place a limit on the SMCRA's liability for any cause Page 2 of 4 of action or claim arising from this agreement, so that the liability be limited to a maximum of $20,000. Accordingly, and notwithstanding any other term or condition of this agreement, W.H. agrees that the SMCRA shall not be liable to W.H. for damages in an amount in excess of $20,000 for any action or claim arising out of this agreement. Nothing contained in this paragraph or elsewhere in the agreement is in any way intended to be a waiver of the limitation placed upon the SMCRA's liability as set forth in Section 768.28, Florida Statutes. 17. Indemnification. W.H. shall indemnify and hold harmless the SMCRA, its officers, employees, agents and Commissioners from any and all liability, losses or damages, including attorney's fees and costs of defense, which the SMCRA, its officers, employees, agent and Commissioners may incur as a result of claims, demands, suits, causes of actions or proceeding of any kind or nature arising out of the negligence of W.H. relating to this agreement. W.H. shall pay all claims and losses and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the SMCRA, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue. W.H. expressly understands and agrees that any insurance.protection required by this agreement or otherwise provided by W.H. shall in no way limit the responsibility to indemnify, keep and save harmless and defend the, SMCRA or its officers, employees, agents and Commissioners. Nothing shall be construed to effect or waive the SMCRA's limits of liability provided in Section 768.28, Florida Statutes. 18. Entire Agreement. The Agreement and accompanying resolution approving execution of the Agreement constitutes the entire agreement between the SMCRA and W.H. in regard to the subject matter and supercedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. It has been induced by no representations, statements, or agreements, other than those expressed. No agreement hereafter made between the parties shall be binding on either party unless reduced to writing and signed by the authorized representative of the parties. 19. Severability. If any provision or provisions of this agreement shall to any extent be invalid or unenforceable, the remainder of this agreement shall not be affected thereby and the remaining provisions shall be valid and enforceable to the fullest extent. 20. Miscellaneous Provision. 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. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives, as follows: Page 3 of 4 The City of South Miami Community Redevelopment Agency 51 Yvonne Soler- McKinley, Executive Director Approved as to form: In Eve A. Boutsis, General Counsel St. John AME Church Wounded Healers go Rev. Gregory V. Gay, Sr. Pastor Page 4 of 4