Loading...
06-14-05 Item 7South Miami ORDINANCE Date: June 14, 2005 Agenda Item # Authorizing the purchase of the YMCA property located at 4300 SW 5E Avenue f 19 AVII Vir In order to provide for adequate recreation and open space as required in the City's Comprehensive Plan, City Administration has been negotiating with the YMCA of Greater Miami for the purchase of their property located at 4300 SW 58 Avenue in South Miami. This 10 -acre parcel is currently zoned as Parks and Open Space (approximately 7 acres) and Public and Institutional (approximately 3 acres). The acquisition of this parcel will assist the City in meeting current and future Comprehensive Plan requirements. In addition, the open space will provide for much - needed relief of Palmer Park, which is currently the only park in South Miami with adequate athletic field space. The Purchase Agreement includes a Lease Agreement that allows the YMCA to lease a portion of the property from the City to continue to conduct some of their existing programs. !Under the terms of the Lease Agreement, the YMCA will be responsible for the overall maintenance and operation of the existing (and future) recreation facilities on the site. The YMCA will be required to provide upgrades to the existing recreational facilities including, but not limited to assuring ADA accessibility, additional drainage work, pool repairs and sidewalk repairs. The City will be responsible for the maintenance and programming of the open field space, which has recently been renovated for the YMCA by Down Rite Engineering and includes new grading, drainage, athletic turf and an automated irrigation system. The purchase price that has been agreed -upon for the 10 -acre site is $2,750,000. Funding for the purchase of the property will be provided through a variety of sources including the Miami -Dade County Building Better Communities G. C. Bond Program, the Codina Development Corporation Development Agreement, the South Miami Corporation Development Agreement and the City of South Miami General Fund. The maximum amount that the City will be required to finance through the General Fund will be $247,000, which is less than 10% of the total purchase price. There will be no debt service requirements in the current fiscal year. The anticipated debt service over the next 5 years will average approximately $55,000 per year. Currently, $54,000 remains available in the Non- Departmental Debt Service — YMCA account # 001.2100.519.9927. This amount will be carried over to next fiscal year to cover the City's debt service amount on the loan. We recommend that this ordinance be adopted authorizing the City Manager to enter into the agreement with the YMCA of Greater Miami for the purchase of the properly located at 4300 SW 58 Avenue. I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 26 27 2$ 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 =1�13011� WHEREAS, the City of South Miami has negotiated an agreement to purchase of the property owned by the YMCA located at 4300 SW 58h Avenue consisting of a recreation center and administrative office building, basketball courts, racquetball court, swimming pool, and approximately 7 acres of open-field space (the "Property), the legal description of which is more fully described as follows: 24 54 40 10 AC S'/ OF SW OF NE/ 40F Imo% LESS E25FT FOR & S% OF SE% OF NW% OF PTEn /a LOT SIZE IRREGULAR WHEREAS, the City Commission of the City of South Miami desires to purchase the property, accept the deed upon purchase and to dedicate the property to public use. NOW THEREFORE BE IT ORDAINED BY TBE MAYOR AND CITY COMMISSION OF TIME CITY OF SOUTH MIAMI, FLORIDA; Section 1. The City of South Miami authorizes the City Manager to borrow the sum of $2,750,000.00 to be specifically utilized for the purchase of the Property. Section 2. That funding for debt service on the loan be provided from account code 001.2100.519.9927 that has an available balance of $84,000 in FY 2004 -05. Section 3. The City of South Miami authorizes payment to the seller, the YMCA of (greater Miami, as to the purchase price for the Property. Section 4. Upon transfer of the property, the City of South Miami shall accept delivery and shall immediately record the deed for the Property. The property shall be dedicated to public use. The City shall immediately apply for tax exemption for the property. Section 5. This ordinance shall take effect immediately upon enactment. Signature Page to Follow PASSED AND ADOPTED this day ofJune, 2005. I PASSED AND ADOPTED this day of June, 2005. 2 3 4 ATTEST: APPROVED: 5 6 7 CITY CLERK MAYOR 9 10 1s' Reading — 11 2nd Reading — 12 13 COMMISSION VOTE: 14 READ AND APPROVED AS TO FORM: Mayor Russell: 15 Vice Mayor Palmer: 16 Commissioner Eirts- Cooper: 17 CITY ATTORNEY Commissioner Sherar: 18 Commissioner Wiscombe: 19 20 C:Wy Documents\Word Documents \OrdinanceYMCAPurchase.doe 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 AGREEMENT OF SALE AND PURCHASE BY AND BETWEEN THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER MIAMI, ( "SELLER") THE CITY OF SOUTH MIAMI., a Municipality of Miami -Dade Florida ( "PURCHASER") MayJune , 2005 I 2 3 4 6 8 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 48 49 AGREEMENT OF SALE AND PURCHASE THIS AGREEMENT OF SALE AND PURCHASE (the "Agreement ") is made and entered into by and between THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER MIAMI, a Florida non - profit corporation (hereinafter referred to as "Seller "), and THE CITY OF SOUTH MIAMI, a municipality of Miami -Dade Florida (hereinafter referred to as the "City' or "Purchaser "). Seller and Purchaser are sometimes collectively referred to herein as the "Parties" and each of the Parties is sometimes singularly referred to herein as a "Party' WHEREAS, Seller is the owner of certain real properf at, 4300 SW 58th Avenue Miami, Florida 33155 consisting of , office building containing square feet, respectively that include but are not limited to the basketball courts, ra, approximately _ acres of open -field space as legally describe made a part hereof for all purposes by this reference (the "Prop( WHEREAS, Seller desires to sell and Purchaser des simultaneously therewith, to enter, into a lease transaction pursu Seller, and Seller shall lease frrn Purchaser, a portion of the Pr( NOW, THEREFORE; in consideration of the sum of agreements contained herem'and other good and valuable cons] of which are hereby acknowledged, tte Parties agree as follows: As used herein meanings indicated: "Bill of Sale" sufficient to transfer to "Business Day(s)" "Claim" means ai claim, including, without person or persons. ARTICLE I DEFINITIONS y Exhibits attached 1). improvements thereon located ition center and administrative or less, recreational structures 1 ;court, swimming pool, and elibit "A" attached hereto and lase the Property, and Purchaser shall lease to 0.00, the mutual covenants and ation, the receipt and sufficiency following terms shall have the a bill or bills of sale in the form attached as Exhibit B hereto, and .ser all ;of the items set forth therein. days other than Saturdays, Sundays and legal holidays. Vii', liability, lien, encumbrance, loss, damage, cost, expense or any claim for damage to property or injury to or death of any "Closing" means the consummation of the sale and purchase of the Property, to be held at the offices of Murai Wald Biondo Moreno & Brochin, P.A. or such other place as the Parties may mutually agree. "Closing Certificate" means a certificate in the form of Exhibit "C" wherein Seller shall represent that the representations and warranties of Seller contained in this Agreement continue to remain true and correct as of the Closing Date except with respect to those matters that may be disclosed in writing to and accepted by Purchaser prior to the Closing Date. Page 2 of 26 1 3 4 5 6 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 48 49 "Closing Date" means Junely _, 2005 or the earlier or later date as shall be hereafter agreed upon by the Parties. "Deed" means a warranty deed substantially in the form of Exhibit "D" attached hereto executed by Seller, as grantor, in favor of Purchaser, as grantee, conveying the Property to Purchaser, subject only to the Permitted Exceptions. "Due Diligence Materials" means the information to b provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof. "Effective Date" means the later of the two dates on which this Agreement is approved by the City Commission, signed and all changes initialed by Seller arld.Purchaser, as indicated by their signatures below; provided that in the event only one Party dates;itis signature, then the date of its signature shall be the Effective Date. "Engineering Documents" means all site plans, surreys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies that relate to the Property and are in Seller's possession or control. title on E means Murai Wald Biondo Moreno Coral Gables, FL 33134. zments" means true, correct and legi Title Commitment. Brochin, P.A . located at Two ' means the abstract of title for the Property. of each document listed as an "F xtures" means all permanently affixed equipment, fixtures, and other items of real and /or personal property, ircluding all components thereof, now and hereafter located in, on or used in connection with, and= permanently affixed to or incorporated into the Improvements, including, without limitation, all electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, air - cooling and air'�eonditioning systems and apparatus, sprinkler systems and fire and theft protections equipment, and similar systems, all of which, to the greatest extent permitted by law, are hereby deemed b ` the Parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto. u "Hazardous Materials means any substance, including without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Materials Law, the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, medical waste, chemicals, pollutants, effluents, contaminants, emissions or related Page 3 of 26 1 2 3 5 6 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 48 49 materials and items included in the definition of hazardous or toxic wastes, materials or substances under any Hazardous Materials Law. "Hazardous Materials Law" means any law, regulation or ordinance restating to environmental conditions, medical waste and industrial hygiene, including, with Ut' limitation, the Resource Conservation and Recovery Act of 1976 ( "RCRA "), the Comprehensive: Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), as amended b the Superfund Amendments and Reauthorization Act of 1986 ( "SARA "), the Hazardous Materials: Transportation Act, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and all similar federal, state and local environmental statutes, ordinances and the regulations, orders, or decrees now or hereafter promulgated thereunder. "YMCA" means the Young Men's Christian Association of Greater Miap$ a Florida non- profit corporation, which is the Seller. "Improvements" means all buildings, structures, Fixtures and other imprp cements of every kind now or on the Closing Date located on the Land, including, without limitation all landscaping, parking lots and structures, roads, drainage ri c6 4tional facilities, and all above ground and underground utility structures, equipment systems that constitute Fixtures ancother so- called "infrastructure" improvements.; "Land" means the real property more and made a part,,hereof, together with all belonging, ..and 4 'easements, rights -of -way, in, on ox toe any Iand ;street, road or avenue, c adioinrn: the real nronertv. y described on Exhibit "A7' attached hereto licenses, privileges and" benefits thereto ingress or egress or other interests of Seller posed, in, on, across, in front of, abutting or "Laws" means; all federal, state and local laws, oratoria, initiatives, referenda, ordinances, rules, regulations, standards, orders and other Bove thin ntal requirements, including, without limitation, those relater %g to the environment, health an&,]' ty, disabled or handicapped persons. "Lease" means: a lease agreement ins =the form set forth on Exhibit `F" attached hereto and made a part hereof, which shall be executed and delivered by Seller and Purchaser at the Closing, and pursuant to the terms of which Purcha, OWshall lease a portion of the Property to Seller following the Closini . or "P rties" have the meanings set forth in the preamble to this Agreement. "Permits" means all permits, licenses, approvals, entitlements, notifications, determinations and other' governmental and quasi - governmental authorizations including, without limitation, certificates of occupancy, required in connection with the ownership, planning, development, construcX n, use, operation or maintenance of the Property. As used herein, "quasi- governmental" shall include: tfie providers of all utilities services to the Property. "Permitted Exceptions" means those title exceptions or defects which are approved in writing by Purchaser pursuant to Article V of this Agreement. "Property" means, collectively, the Land and all Improvements and fixtures. Page 4 of 26 1 2 3 4 5 6 7 8 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 48 "Purchase Price" means an amount equal to $2,750,000.00. "Recreational Facilities" means existing recreational structures located withl' the Property that include but are not limited to the basketball courts, racketball court, swimming fool, recreation center and office building. "Review Period" mss - ^45 days ftam the Date -the . has the meaning assigned in Section 5.2 of this Agreement. "Search Reports" means the initial reports of searches made of the Umfam Commercial Code Records of Miami -Dade County and of the office of the Secretary of State pf Florida, which searches shall reflect that none of the Property is encumbered by liens. The Search Reports shall be updated, at Seller's expense, at or within one week prior to Closing. "Survey" means the most current survey o "Title Commitment" means a current Purchaser pursuant to the terms of which the Tit Purchaser in accordance with the provisions o would be listed as exceptions to coverage on the "Title Company" means Lott & Levine Property in Seller's po tment issued by the Title pany shall commit to issue kgreement, and reflecting impany to the Title Policy to matters which Ppiiey" means an ALTA Extended Coverage Owner's Policy of Title Insurance the e*rsements thereto as are reasonably and customarily required. 2 7 AGREEMENT TO SELL AND PURCHASE. On the Closing Date, Seller shall sell, convey, assign, tran44er and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Seller, the Property, for the Purchase Price and subject to the terms and conditions of this Agreement. To the;'extent permitted or required by law, Seller shall assign to Purchaser all of Seller's 1" t, title and interest in and to the Permits. 11 AGREEMENT TO LEASE. On the Closing Date, and subject to performance by the Parties of he tehi s and provisions of this Agreement, Purchaser shall lease to Seller and Seller shall lease from Purchaser, a portion of the Property, as described on the Lease upon the terms and conditionst forth in the Lease. ARTICLE III PURCHASE PRICE Page 5 of 26 1 2 4 5 6 7 8 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 48 3.1 PAYMENT OF PURCHASE PRICE. The Purchase Price, less the Deposit, shall be paid by Purchaser at closing in immediately deliverable funds. ARTICLE IV ITEMS TO BE FURNISHED TO PURCHASER BY S 4.1 DUE DILIGENCE MATERIALS. Within 4-53 days after the ffeetive Date, Seller shall deliver to Purchaser or make available to Purchaser at the Property for irs review the following items, if such items are in Seller's possession: (a) True, correct, complete and legible copies of all documents pertaining to the Property including but not limited to Agreements, Warranties, Permits, and Engineering Documents; (b) True, correct, complete and legible copies of the following items: (i) all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property; (iv) :-val htMation files, if any, with respect to any pending litigation and claim files for any claimsmde ar, threatened, the outcome of which might have a material adverse effect on the Property or the ul'l and operation of the Property. 0(c) the Sury y an the Evidence of Title 4.2 DUE DILIGNCE`REVIEW. During the Review Period Purchaser shall be entitled to review the Due Diligence ,Materials; delivered or made available by Seller to Purchaser pursuant to the provisions of Section 4.1-`above: Purchaser and it's engineers and consultants shall be provided with access to the Propertyo conduct: °any studies deemed necessary by the Purchaser to properly evaluate the suitability of the Property. If Purchaser shall, for any reason in Purchaser's sole discretion, disapprove or is = dissatisfied with any aspect of the information, or the Property, then Purchaser shall be entitled o terminate this Agreement by giving written notice thereof to Seller on or before the expiration,,. of'the Review Period, whereupon this Agreement shall automatically be rendered null and void. 'Purchaser shall (i) immediately pay or cause to be removed by transfer to bond or otherwise any liens filed against the Property as a result of any actions taken above by or on behalf of Purchaser; (ii) immediately repair and restore the Property to its condition existing immediately prior to the conduct of Purchaser's investigations; (iii) indemnify, defend and hold Seller harmless from and against all claims, damages or losses incurred by the Property as a direct result of the actions taken above by the Purchaser, any of its agents, representatives or contractors, or any persons performing due diligence studies, inspection services or other services on its behalf. Page 6 of 26 l 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 48 49 At the end of the Review Period Purchaser shall accept the property in "AS IS" condition unless Purchaser has provided written notice setting forth the defect, deficiency or encumbrance and specified a time within which Seller may remedy or cure the noticed item (before or after the expiration of the Review Period). If any defect, deficiency or encumbrance, so noticed, is not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole discretion, within the time period specified in the written notice, this Agreement shall automatically terminate as provided in this section. Other than any obligations Seller may have in accordance with Article V herein below, Seller is not obligated to cure any defect, deficiency or encumbrance noted by Purchaser and Seller may elect in its sole discretion not to cure same. ARTICLE V TITLE AND SURVEY 5.1 TITLE COMMITMENT, EXCEPTION DOCUMENTSAND SURVEY. Within 3 days of the Effective Date, Seller shall deliver or cause to be delivered to Purchaser, the Evidence of Title. 5.2 REVIEW PERIOD. The Review Period shalt ektend for a period of 45 days commencing on the Effective Date of the Agreement. During the Review Period, Purchaser shall have the right to review the Edence of Title and obtain, review Mind object to -a Title Commitment, Exception Documents, Search Rep' eports and Survey. the Review. Period The results of Purchaser's due diligence shall be provided in,'.,' timely fashion to the City Commission. In the event any matters appear therein that are unacceptable to the City or any; member of the city commission Purehas , Purchaser shall, , ithm the Review Period notify Seller in writing of the fact. Upon the expiration of said Review Period, Pb chaser shall be deemed to Have accepted all exceptions to the title referenced in the Title Comrni� rent and all matters shown on the Survey except for matters which are the subject of aR notification made under the preceding sentence, and the accepted exceptions shall be included in the term "Permitted Exceptions!!,-.,,.,6;' used herein; provided that in no event shall any of the items 1ted on Schedule B -1 of the Title`' °Commitment constitute Permitted Exceptions for the purposes of this article hereof. In the event that Purchaser objects to any such matters within the Review Period,` Seller shall have 1 -380 days from receipt of the notice within which to eliminate or modify any,such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify the unacceptable items to the satisfaction of Purchaser on or before the expiration of said 180 -,day period, this Agreement will be brought back to the City Commission for further copsideratinn ; ;?;ff-eh-asffThe City Commission may either (a) waive the objections and accept title tb "the Property, subject to the unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions "), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, and thereafter neither Party h1i have any further obligations or liabilities to the other hereunder. 5.3 ADDITIONAL EXCEPTIONS. In the event that at any time after the expiration of the Review Period the Title Commitment or Survey or Search Reports are modified (other than the deletion or elimination of any item as to which Purchaser has made an objection), Purchaser shall have 30 days to review and approve or disapprove any such modification and if such modification renders title unmarketable, the Purchaser shall have the right to terminate this Agreement in the event that Seller is unable or unwilling to eliminate any such matters to the satisfaction of Purchaser in accordance with the provisions of Section 5.2 above. ARTICLE VI Page 7 of 26 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 48 49 REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 6.1 REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to enter into this Agreement and to purchase the Property, Seller represents and warrants to Purchaser, to the best of its knowledge, as follows: (a) Pursuant to Section 5.2 hereof, Seller has and at the Closing Seller will have, and will convey, transfer and assign to Purchaser, good, marketable, fee simple and insurable title to the Land, free and clear of any deeds of mortgages, liens, encumbratces,;: leases, tenancies, licenses, chattel mortgages, conditional sales agreements, security ! interests, covenants, conditions, restrictions, judgments, rights -of -way, easements, encroachrrierts and any other matters affecting title or use of the Property, except for the Lease. (b) Seller has duly and validly authorized ar right, title, power and authority to enter into this Agreement actions provided for herein. Seller warrants that it does not i entity in order to convey the Property fully and completely to portion of the Property from Purchaser following Closing Agreement and the consummation by Seller of the transactions the Closing will not, result in.a breach of any of the terms or pr a condition which upon notice or lapse of time or both wo indenture, agreement, instnunent or obligation to which Seller i; any portion thereof is bound; and doffs not and at the Closing N order, rule or regulation applicable , Seller or any portion of federal or state or!rnunicip4, regulatory body or administrative having) over Seller or an` portion of the Property. g� .. Y p ` (e) person haying rec t, respect to any pc exercising similar any repair, replac or adverse or other parties , lease or other right re ;xecuted this Agreement, and has 1, at dosing, to consummate the fire the joinder of any person or rcha$er at Closing and to lease a he execution by Seller of this itemplated herein does not, and at sions of, or constitute a default or . ripen into a default under any party or by which the Property or not, constitute a violation of any Property of any court or of any mcy or other governmental body ;session of the Property and no to the use or possession of the o brokerage or leasing commissions or other compensation will be due or rm, corporation or other entity for the sale of lease of the Property. o written notice has been received by Seller and Seller is not aware of any written not ceR.from any insurance company that has issued a policy with of the Property or from any board of fire underwriters (or other body ions), ,claiming any defects or deficiencies or requiring the performance of . alterations or other work.. No notice of condemnation, eminent domain, assessment or similar affecting the Property or any portion thereof has been provided to Seller.: "(g) All of the Improvements (including all utilities) have been substantially completed and installed and are being used in substantial accordance with all applicable Laws, including the plans and specifications approved by the governmental authorities having jurisdiction to the extent applicable. The Improvements, as designed and constructed, comply materially with all statutes, restrictions, regulations and ordinances applicable thereto. 0) Page 8 of 26 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 48 (h) To the best of Seller's knowledge there are no material structural defects in any of the buildings or structures on the Property. All electrical, plumbing and drainage at, or servicing, the Property and all facilities and equipment relating thereto are in reasonably good condition and working order and adequate in quantity and quality for the normal operation of the Property. No part of the Property has been destroyed or damaged by fire or other casualty. There are no unsatisfied requests for repairs, restorations or alterations with regard to the Property from any lender, insurance provider or governmental authority. 0 (i) No work has been performed or is in progress at the Property, and no materials will have been delivered to the Property that might reasonably be expected to provide the basis for a mechanic's, materialmen's or other lien against the Property or any portion thereof. (kj) There will exist no m; agreements applicable to the Property. There are oral or written) with respect to the Property or a than those delivered to Purchaser pursuant to Sec (4 (k) No default or breach exist the covenants, conditions, restrictions, rights -o portion thereof. (ml) There are no actions, su . affecting the Property or any portion thereof, or federal, state, county or municipal departmeY governmental instrumentality, other than those c knm} ; : i nere are no auacnn or voluntary or it"luntary proceedings contemp,l ed by or pending or, threatened ial service contracts, management or other material agreements or understandings (whether portion thereof, to which Seller is a party, other 1.4.1. ter any of the Business Agreements, or any of or easements affecting the Property or any )ceedings pending or threatened against or to or arising out of the ownership, or by any fission, board, bureau or agency or other Jo Purchaser pursuant to Section 4.1. executions, assignments for the benefit of creditors, mkrupt` or under any other debtor relief laws t Seller or the Property. r. . (en) Other than with respect to achvitles in connection with or conditions arising strictly f7 in customary and ordinary use or maintenance of the Property by Seller in full compliance with any or all Hazardous Materials Law, Seder is unaware of (i) any Hazardous Materials installed, used, generated, manufactured, treated, handled, refined, produced, processed, stored or disposed of, or otherwise on or under the Property; (ii) any activity being undertaken on the Property which could cause (a) the Property,"to become a hazardous waste treatment, storage or disposal facility within the meaning of any Hazardous Materials Law, (b) a release or threatened release of Hazardous Materials from thCProperty within the meaning of any Hazardous Materials Law or (c) the discharge of HazardouW Materials into any watercourse, body of surface or subsurface water or wetland, or the discharge into the atmosphere of any Hazardous Materials which would require a permit under any Hazardous Materials Law; (iii) any activity undertaken with respect to the Property which would cause a v lation or support a claim under any Hazardous Materials Law; (iv) any investigation, admimso*ive order, litigation or settlement with respect to any Hazardous Materials, being threatened or. in existence with respect to the Property; (v) any written notice being served on Seller from any'entity, governmental body or individual claiming any violation of any Hazardous Materials Law, or requiring compliance with any Hazardous Materials Law, or demanding payment or contribution for the environmental damage or injury to natural resources. Page 9 of 26 1 (q (o) All documents and information delivered by Seller to Purchaser pursuant to 2 the provisions of this Agreement are materially true, correct and complete as of the date hereof and 3 will be correct and complete as of the Closing Date. 4y 5 6.2 INDEMNITY OF SELLER. Subject to the provisions provided hereafter limiting the 6 liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cF expense, and 7 hold Purchaser, its successors and assigns, harmless from and against an do` reimburse Purchaser 8 with respect to any and all claims, demands, actions, causes of action, losses, dar ges, liabilities, 9 costs and expenses (including, without limitation, reasonable attorneys' fees,and crt costs) of any 10 and every kind or character, known or unknown, fixed or contingent, asserted agamst or incurred by 11 Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any 12 representation or warranty of Seller set forth in this Agreement, unless such breach was discoverable 13 by Purchaser during the Review Period and Purchaser elected not to terminate the Agreement, (b) 14 the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller 15 pursuant to Section 6.1, unless the Purchaser knew prior to closing about the failurOF,of performance 16 and elected to close the transaction, and (c) violations occurring on or before the Closing Date, and 17 during the time that the Seller owned the Property,tf any Hazardous Material Lam in effect on or 18 before the Closing Date and any and all matters= arising out of any act, omission, event or 19 circumstance existing or occurring on or prior to the Closing Date and during the time that the Seller 20 owned the Property, (including, without limitation, the presence on the Property or`release from the 21 Property of Hazardous Materials disposed of or'' otherwise released prior to the Closing Date and 22 during the time that the Seller owned the Property,),,, ;which results in a violation ofa Hazardous 23 Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation 24 of any Hazardous Materials Law at the time of its hence or occurrence. Thy= provisions of this 25 Section 6.2 shall' u4vive the Closing of the transactions contemplated by this Agreement and shall 26 continue thereaft&A'h' full force and effect for the benefit of Purchaser, its successors and assigns. 27 However, notwithstanding any provision of the greezrent to the contrary, Purchaser may exercise 28 any right it remedy Purchaser may have at law or m equity should Seller fail to meet, comply with 29 or perforrri its indernA' obligations required by this Section 6.2. 30 31 6 3 COVENANTS OF SELLER.."., cotenants and agrees with Purchaser, from the 32 Effective Date until the Closing or earlier termination of this Agreement: 33 34 (a) Upon reasonable nonce. to Seller, Purchaser shall be entitled to make all 35 inspection`s or investigations desired by PPurchaser with respect to the Property or any portion 36 thereof, acid shall hake complete physical access to the Property. Seller shall have the right to have 37 one or more representatives present at any such inspection or investigation. Purchaser agrees to (i) 38 repair any: damages to the Property resulting from its inspection, (ii) prevent any liens from being 39 filed against the Property resulting from the inspections, and (iii) indemnify Seller from any and all 40 Claims byTurchaser arising out of the inspections. 41 42 (b Seller shall cause to be maintained in full force fire and extended coverage 43 insurance ;upon the Property and public liability insurance with respect to damage or injury to 44 persons o property occurring on or relating to operation of the Property in substantially the amounts 45 as are maintained by Seller on the date of this Agreement. 46 47 (c) After the expiration of the Review Period, Seller shall not create or 48 voluntarily permit to be created any liens, easements or other encumbrances affecting any portion of 49 the Property or the uses thereof without the prior written consent of Purchaser. Page 10 of 26 1 2 (d) Seller will pay, as and when due, all interest and principal ands all other 3 charges payable under any indebtedness secured by the Property of Seller from the dates ereof until 4 Closing and will not knowingly suffer or permit any material default or amendofr, f»odify the 5 documents evidencing or securing any such indebtedness of Seller to insti tutional fenders without 6 the prior consent of Purchaser. 7 8 (e) Seller shall not remove any of the Seller's Personal Property from the Land or 9 Improvements which is necessary for the operation of the Property as it is currtly being used 10 without replacing same with substantially similar items of equal or greater value.5 12 6.4 REPRESENTATIONS, WARRANTIES AND COVENANTS OE PURCHASER. 13 Purchaser represents and warrants to Seller that: 14 15 (a) Purchaser has duly and validly authorized and executed this Agreement, and 16 has full right, power and authority to enter into- , this Agreement and to consurnrrate the actions 17 provided for herein. 18 (b) The execution by Purchaset df this Agreement and the 6. an summation by 33 shall be true as of the Closing in all;" triaterial respects except for changes expressly permitted or 34 contemplated by the terms of;this Agreement. 35 (b) Seller shall have delivered, performed, observed and complied in all material 36 respects with, all of the �,iteins, instruments, documents, covenants, agreements and conditions 37 required by this Agreement to be delivered, performed, observed and complied with by Seller prior 38 to, or as of, the Closing. 39 (c) Seller is not in receivership or dissolution proceedings or has made any 40 assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they 41 mature, or has been adjudicated as bankrupt, or has filed a petition in voluntary bankruptcy, a 42 petition or answer seeking reorganization or an arrangement with creditors under the federal 43 bankruptcy law or any other similar law or statute of the United States or any state and no such 44 petition shall have been filed against it. Page 11 of 26 I (d) No material or substantial change shall have occurred with respect to the 2 condition of the Property subsequent to the expiration of the Review Period. 3 (e) Neither the Property nor any part thereof or interest therein shall have been 4 taken by execution or other process of law in any action prior to Closing after the expiration of the 5 Review Period. 6 (f) Purchaser shall have received, in form acceptable- to Purchaser, evidence of 7 compliance by the Property with all Permits or approvals required as tf�the Effective Date hereof as 8 may be necessary or appropriate for the o operation of the Pro pert Y Y p p 9 (g) Purchaser shall be satisfied with all matters regarding title and survey 10 pursuant to Article V hereof. 11 (h) No portion of the Property shall have been destroyed by fire or casualty after 12 the expiration of the Review Period. 13 (i) No condemnation, eminent domain or similar lroceedings shall have been 14 commenced or threatened with respect to any portion of the Pxoperty after the expiration of the 15 Review Period. 16 7.2 FAILURE- OF 'CONDITIONS TO PURCHASER'S OBLIGATIONS. In the event 17 any one or more of the conditions to Purchaser's obligations are not satisfied in whole or in part as of 18 the Closing, Purchaser, at Purchaser's option, shall be entitled to; (a) terminate this Agreement by 19 giving written notice thereto to Seller and neither Purchaser .nor Seller shall have any further 20 obligations or liabilities hereunder,' „or (b) waive the failure of ,condition and proceed to Closing 21 hereunder. 22 23 24 ARTICLE VIII 25 PROVISONS WITH RESPECT TO THE CLOSING 26 27 8.1 SELLER'S CLOSING OBLIGATIONS. Seller shall furnish and deliver to the 28 Purchaser, at closing the following 29 30 (a) The Deed, Bill'f,Sale, Closing Certificate, the Lease Agreement, each duly 31 executed and acknowledgedy Seller' 32 33 (b) An affidavit, agreement and indemnity executed by Seller and dated as of the 34 Closing Date, stating that there are no unpaid debts for any work that has been done or materials 35 furnished to the Property Prior to and as of Closing and stating that Seller shall indemnify, save and 36 protect Purchaser and its assigns harmless from and against any and all Claims, including court costs 37 and reasonable attorneys' fees related thereto, arising out of, in connection with, or resulting from 38 the same, up to and including the Closing Date, in form and substance mutually acceptable to Seller 39 and Purchaser. 40 41 (c) Certificates of casualty and fire insurance for the Property as required 42 pursuant to the Lease showing Purchaser as additional insured and loss payee thereunder, with 43 appropriate provisions for prior notice to Purchaser in the event of cancellation or termination of the 44 policies. Page 12 of 26 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 48 49 (d) The affidavits, certificates or letters of indemnity as the Title Company shall reasonably require in order to omit from its insurance policy all exceptions for unfiled mechanic's, materialman's or similar liens. (e) Any and all transfer declarations or disclosure documents, duly executed by the appropriate parties, required in connection with the Deed by any ,state, county or municipal agency having jurisdiction over the Property or the transactions contep# *ed hereby. (f) The instruments or documents as are Purchaser or the Title Company, to evidence the status and ca person or persons who are executing the various documents the purchase and sale transaction contemplated hereby. 8.2 PURCHASER'S CLOSING OBLIGATIONS. following: 9.1 ADJUST sewer charges, gas, ele premiums on insurance by the Parties that the S 9.2 CLOSING insurance premiums on the an amount not to exceed payable in connection with by this Agreement or any a for or in connection with tl or contemplated by this Ag ARTICLE IX EXPENSES OF CLO ary, or reasonably required by of Seller and the authority of the calf of Seller in connection with Purchaser shall deliver the TWO MILLION SEVEN by Purchaser. rchaser to consummate the the closing documents on the There shall be no adjustment of taxes, assessments, water or one or other utilities, operating expenses, e ent ehaFges, ther- ally pr-er-atable items -, it being agreed and understood :obligated to pay the items under the terms of the Lease. )STS Pprchaser shall pay its own attorneys' fees. and the title .r s �,ller's T d, Insurance Policy. Seller shall pay all all title update fees in 50 any and all state, municipal or other documentary or transfer taxes �e delivery of any instrument or document provided in or contemplated Cement or commitment described or referred to herein, and the charges recording and /or filing of any instrument or document provided herein -ment or any agreement or document described or referred to herein. ARTICLE X DEFAULT AND REMEDIES 10.1 SELLER'S DEFAULT; PURCHASER'S REMEDIES. (a) Seller's Default. Seller shall be deemed to be in default hereunder upon the occurrence of any one or more of the following events: (i) any of Seller's warranties or Page 13 of 26 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 representations set forth herein shall be untrue in any material aspect when made or at Closing and Seller is unable -; or (ii) Seller shall fail in any material respect to meet, comply with, or perform any covenant, agreement or obligation on its part required within the time limits and in the manner required in this Agreement. (b) Purchaser's Remedies. In the event Seller shall be deemed to be in default hereunder Purchaser may (i) terminate this Agreement by written notice delivered to Seller on or before the Closing and receive a return of its Deposit and an amount equal to the Deposit -; or (ii) in the event that Seller shall willfully refuse to close the sale Purchaser' shall be entitled to specific performance of this Agreement against Seller including Purchaser's reasonable costs and attorneys fees in connection therewith. 10.2 PURCHASER'S DEFAULT; S (a) Purchaser's Default. Purc upon the occurrence of any one or more of the fc representations set forth herein shall be untrue it (ii) Purchaser shall fail in any material respect agreement or obligation on its part within the Agreement. (b) Seller's Remedy. In the hereunder, Seller, as Seller's sole and exclusive this Agreement and all rights of Purchaser her constitute Seller's dole remedy against the Purc that the sum shall be liquidated damages fo difficulty "' inconvenience, and uncertainty of as( 'S shall be 3eemed, to be in default hereunder ng events (i) anyof Purchaser's warranties or material respect when made or at Closing; or eet, comply with, or perform any covenant, limits and " in the manner required in this 'urchas6flshall be deemed to be in default for the default, shall be entitled to terminate .nd to retain the Deposit. The Deposit shall :being agreed between Purchaser and Seller !lt of Purchaser hereunder because of the !'actual dainaizes for the default. 110 SURVIVAL. All of the reiresentat s, warranties, covenants, agreements and indemnities (but noVinatters or items identified as conditions for parties' obligation to close) of Seller ands Purchaser contained in this Agrement, to the extent not performed at the Closing, shall survive the Closing ; 11:2 NOTICES. All notices, requests and other communications under this Agreement shall be 4# writing . °aiid shall be delivered in person or sent by reputable overnight delivery service, rf South Miami Sunset Drive . Miami, 33143 Page 14 of 26 1 2 3 4 5 6 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 48 49 and correspondingly the date of Closing, by the number of days elapsing from the date the items were required to be delivered and the date the items were actually delivered to Purchaser;; provided that Purchaser shall give Seller notice of its intent to extend the dates. Nothing herein sW l diminish Seller's obligation to timely furnish the items. 11.8 TIME IS OF THE ESSENCE. With respect to all provisions of, I s Agreement, time is of the essence and shall be counted in calendar days. However, if the first d- me of any period which is set out in any provision of this Agreement falls on a day which is not a Business Day, then, in such event, the time of such period shall be extended to the next day which? is a Bu iness Day. 11.9 WAIVER OF CONDITIONS. Any Party may at any time or waive any of the conditions to its obligations hereunder, but any such waiver if contained in a writing signed by the Party. 11.10 BROKERS. Seller hereby represe Agreement or the subject matter thereof with any legal rights in any such broker or salesman to cl respect to the purchase or sale of the Property Purchaser harmless from any and all claims for aj fees arising out of or in any way relating to a brew 11.11 RISK OF LOSS. Until the Clsi Property shall be solely that of Seller. Risk of 11 Closing Date, at which time Seller shall deliver.,, o l 11.12 NO ASSUMPTION OF LIA existing liabilities, indebtedness, commitmei fixed or contingent) of Seller in respect of the herein. to Purchaser that Seller has .1 estate broker or salesman i a real estate commission Seller agrees to defend, in eal estate commissions, lea: £the foregoing representatic the risk of loss of be that of Purchaser possession of the PrI at its election, effective only discussed this s to create any milar fee with nify and hold fees or similar prtion of the and after the Purchaser shall not assume any of the ions of any nature whatsoever (whether ►therwise, except those expressly assumed 11.13 COUNTERPARTS. This Agreement maybe executed in one or more counterparts, each of which shall be deemed an original, ;but all of which together shall constitute one and the same instrument. EXECUTED to be effective as of May , 2005. PURCHASER: City of South Miami Date SELLER: Page 16 of 26 1 2 3 4 5 6 The YMCA of Greater Miami Date ------------ - - - - -- Page 17 of 26 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 FXNTRTT A Legal Description of Land The S 1/2 of the SW 1/4 of the NE 1/4 of the NE 1/4, less the East 25 feet, and the S 1/2 of the SE 1/4 of the NW 1/4 of the NE 1/4, in Section 24, Township 54 South, Range 40 East, lying and being in Miami -Dade County, Florida. Page 18 of 26 EXHIBIT B Bill of Sale This instrument was prepared by: GEORGE J. LOTT, Esquire Dadeland Centre, Suite 1014 9155 So. Dadeland Blvd. Miami, Florida 33156 BILL OF SALE ABSOLUTE THIS BILL OF SALE ABSOLUTE, made this day of June 2005, by The Young Men's Christian Association of Greater Miami, a Florida non -profit corporation, of the City of Miami, Florida, herein called SELLER *, for and in consideration of the sum of TEN DOLLARS ($10.00), lawful money of the United States, paid by The City of South Miami, a municipality of Miami -Dade County, Florida, herein called BUYER *. WITNESSETH, that the Seller has granted, bargained, sold, transferred and delivered, and hereby grants, bargains, sells, transfers and delivers to the Buyer, the following good and chattels: All existing Improvements (all buildings, structures, fixtures, and other improvements of every kind including, without limitation, all landscaping, parking lots and structures, roads, drainage, recreational facilities, and all above ground and underground utility structures, equipment and systems, and other "infrastructure" improvements), and Fixtures (all permanently affixed equipment, fixtures, and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in connection with, and permanently affixed to or incorporated into the Improvements, including, without limitation, all electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, air - cooling and air- conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, and similar systems) located on, under or in the premises located at: 4300 S.W. 58 Avenue, South Miami, Florida. TO HAVE AND TO HOLD the same unto the Buyer forever. AND Seller does covenant to and with the Buyer that Seller is the lawful owner of the goods and chattels, that they are free from all encumbrances, that Seller has good right to sell them, and that Seller will warrant and defend the sale of the property, goods and chattels hereby made to the Buyer against the lawful claims and demands of all persons whomsoever. *BUYER and SELLER are used for singular and plural, as context requires, and includes the heirs, executors, administrators, successors and assigns of the respective parties. IN WITNESS WHEREOF, Seller has executed these presents on the date first above written. Signed, sealed and delivered in the presence of: Young Men's Christian Assoc i Lion of Greater Miami Signature of Witness Printed Name of Witness Signature of Witness Printed Name of Witness STATE By: Aldred Sanchez, SEAL I hereby certify; that on this day, before me, an officer du1� authorized to administer oaths an take ackn*edgements, personally appeared Aldred' Sanchez, known to me to be the perso#, described m, and who executed the foregoing instrument, who acknowledge before me that he executed t" °e same, that I relied upon the following form of identification of the r: above - named person and that an oath was not taken Witness my hdnd and official seal in the County and State last aforesaid this day of June, 2005. „ Y' Notary Public, State of Florida at Large Printed: Page 20 of 26 THIS INSTRUMENT PREPARED BY: Lott & Levine 9155 South Dadeland Blvd. Suite 1014 Miami, Florida 33156 EXHIBIT C Closing Certificate CLOSING CERTIFICATE THIS CLOSING CERTIFICATE is given this June _, ASSOCIATION OF GREATER MIAMI, a Florida non -p Miami, Florida 33126 (sometimes referred to below as " described property to THE CITY OF SOUTH MIAMI, (referred to as "Buyer "). For good and valuable consideratioi Property, the Seller hereby represents and agrees as follows: PROPERTY DESCRIPTION. The word "Property" a Property located in Miami -Dade County, State of Florida: The S 1/2 of the SW 1/4 of the NE 1/4 of the of the NW 1/4 of the NE 1/4 in Section 24, Miami Dade County, Florida. The address crf'the Property is commonly known as identificatitin'number for4he Property is 09- 4024 -001 REPRES &TATIONS The following representati accepted "uyer in wrift prior to the closing of t] aperty After due inquiry and i has beeri „any use, generation, elease �oi' threatened release of i, by THE YOUNG MEN'S CF. corporation, 1200 NW 78 Avenue, r ") in connection with its sale of Sunset Drive, South Miami, Flor to induce Seller to close on its Durc this Agreement means the ze East 25 feet and the S 1/2 South, Range 40 East, lying e 200, below 33143 of the Real 1/4 �in .venue, South Miami, Florida. The tax are made f Buyer, subject to disclosures made and tt� .irchase of Property by Buyer: s no knowledge, or reason to believe, treatment, refinement, transportation, ace by any person on, under, or about ous Substances. After due inquiry, ;and investigation, Seller has no knowledge, or reason to that the — roperty, whenever and whether owned by previous occupants, has ever contained PCB or other Hazardous Substances, whether used in construction or stored on the Property. otices. SkIler has received no summons, citation, directive, letter or other communication, n or ord,: f7om any agency or department of any county or state or the U.S. Government rnmg ar(j A, intentional or unintentional action or omission on, under, or about the Property which sulted tr "'Ahe releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of dous Substances into any waters or onto any lands or where damage may have resulted to the water fish, shellfish, wildlife, biota, air or other natural resources. Agreement of Sale and Purchase. After due inquiry and investigation, Seller represents that the representations and warranties of Seller contained in the Agreement of Sale and Purchase entered into by” and between the Seller and Buyer dated June _, 2005 for the sale and purchase of the Property by Buyer remain true and correct. Page 21 of 26 Definitions. The following capitalized words and terms shall have the following meanings when used in this Certificate. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Environmental Laws. The words "Environmental Laws" mean any and all state, feeralnd loca statutes, regulations and ordinances relating to the protection of human health or.., enyirpnmenY including without limitation the Comprehensive Environmental Response, Corripensatitin, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ( "CERCLA ", theuperfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99 -499 ( "SARA ".,, the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal law§ rules, or regulations adopted pursuant thereto. Hazardous Substances. The words "Hazardous Substances" mean materials that, because; of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or tho'. environment when improperly used `treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The; words "Hazardous Substances" are used in their broadest sd se and include without limitation any and all hazardous or toxic substances, materials or waste"' defined by or listed under the EnvirQunental Laws. The term "Hazardous Substances also mclu without limitation, petroleum and.'.... troleum by- products or any fraction thereof and asbestos.s, This Certificate is made: (1) to induce The City of South W" to purchase the Property for the' sum of $2,750,000.00; and (2) to induce Attorneys' Title Insurance Fund, Inc., and George J. Lott, Esq., issue an Owner's title insurance policy on the Property. Seller does hereby. agree to indemnify and hold harmless the Buyer, title insurance company or attorney against all losses, damages, costs and expenses of every kind, including attorney's fees, resulting or arising from reliance upon the statements contained herein {} x IN WITNES I have affixed my hand and seal this day of June, 2005. STATE MIAMI THE YOUNG MEN'S; CHRISTIAN ASSOCIATION OF GREATER MIAMI Lin AS PRESIDENT The foregoing mstrunrent was acknowledged before me this day of June, 2005 by Aldred Sanchez, as President of° The Young Men's Christian Association of Greater Miami, who produced the following as identification and did take an oath: Page 22 of 26 EXHIBIT D Warranty Deed This instrument was prepared by: GEORGE J. LOTT, Esquire Dadeland Centre, Suite 1014 9155 South Dadeland Blvd. Miami, FL 33156 Property Appraisers Parcel Identification (Folio) Number: 09- 4024 - 000 -0620 WARRANTY DEED THIS INDENTURE, made, this day of June, 2005 between The Young':Men's Christian Association of Greaterharni, a Florida non -profit corporation, (GRANTOR), and The City of South Miami, a n iinic�p6l1* of Miami -Dade County, Florida, whose address is 6130 Sunset Drive, South�Mami, Florida 33143 (GRANTEE *), WITNESSETH, that said Grantor, for and in consideration of the sunk:: of TEN DOLLARS ($10.00), and other good and valuable consideration to said Grantor it hand paid by said Grantee, the receipt *hereof�s hereby acknowledged, has granted, bargained and sold to said Grantee, and Granted,' 1eirs and assigns forever, the following described land, situate, lying and being in Miami -Dade Cqu-nt ,State of Florida, to wit: The S 1/2 of the SW 1/4 of the NE 1/4 of the NE 1/4, less theEast 25 feet, and the S 1/2 of the SE 1/4 of the NW, 1/4 of the NE 1/4, in Section 24, Townshipx4 South, Range 40 East, lying and being in Miami -Dade; Cow y, Florida. SUBJECT TO: Conditions, restriction, limitations, and easements of record, if any; but any such interests that may ha .,,,been terminated are not hereby reimposed; and subject to applicable zoning ordinances, taxes and assessments for the year 2005 and subsequent years. Grantor does hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. * "Grantor" and "Grantee" are used for singular or plural, as context requires. Page 23 of 26 IN WITNESS WHEREOF, Grantor has hereunto set his hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: Witness Printed: Witness Printed: STATE OF FLORIDA ) COUNTY OF MIAMI -D� I HEREBY CERT. acknowledgments, persona executed the foregoing W same, and who WITNESS my day of June, 2005. The Y Aldred Sanchez, as 1200 NW 78 Aven Miami, FL 33126 Suite; 200 SEAL iat on this day before me, an officer duly qualified to take 'Pearec Aldred Sanchez, the person described in and who y Deed and acknowledged before me that he executed the ,ented " as identification the following: and he did take an oath. official seal in the County and State last aforesaid this Notary Public Printed: Page 24 of 26 EXHIBIT E Guaranty of-Performance of The Lease Page 25 of 26 EXHIBIT F Lease Agreement Page 26 of 26 Jun 01 05 02:29p Lott & Levine LOTT 8C L.EVINE ATTORNEYS AT LAW Gsosos J. Lorr MICxABL D_ LBvnwr. (1863 -logo) June 1, 2005 Luis R. Figueredo, Esquire Office of the City Attorney City of South Miami 3225 Aviation Avenue, Third Floor Miami, FL 33133 Re: City of South Miami 4300 S.W. 58 Avenue, South Miami, FL Folio No. 09- 4024- 000 -0620 (the "Properly") Dear Mr. Figueredo: (3051 670 -0701 P.3 DAOCLAND CENTRE, SUITE 1014 915S 50. OADCLAND MOULCVARD MIAMI, FLORIDA 33156 T I-apmo NG (305) 670 -0700 FAX (305) 670.0701 The property located 4300 S.W. 58 Avenue is owned by The Young Men's Christian Association of Miami, Florida, pursuant to the following Deeds: 1. Warranty Deed from Giffen Industries, Inc. to Young Men's Christian Association of Miami, recorded on December 28, 1956, in Official Records Book 4384, at Page 283, of the Public Records of Miami -Dade County, Florida. 2. Quit Claim Decd from R.G. Lassiter and W.W. Amer, as surviving Trustees of Bull Dog Dredging Company, to Young Men's Christian Association of Miami, Florida, recorded in Official Records Book 18, at Page 528, of the Public Records of Miami - Dade County, Florida. 3. Warranty Deed from Ben K. Lassiter and Dorothea Lassiter to The Young Men's Christian Association of Miami, Florida, recorded on January 11, 1957, in Official Records Book 18, at Page 531, of the Public Records of Miami -Dade County, Florida. Please note, however, that there is a discrepancy between the name of the Grantee as appearing in the three above referenced Deeds ( "The Young Men's Christian Association of Miami, Florida') and the City's Ordinance authorizing the purchase of the Property, which refers to "YMCA of Greater Miami". I assume that, at some point in the past, there was a formal name change with the Florida Secretary of State. This will need to be verified and the appropriate documents recorded in the Public Records of Miami -Dade County. Jun 01 05 02:28p Lott & Levine Other matters affecting title to the Property are as follows: 1. Mortgage /Encumbrances: None (305) 670 -0701 p.2 2. Taxes: The parcel identification for the property is 09- 4024 - 000 -0620. No taxes for 2004 were assessed against the Property because of a fraternal organization tax exemption. No taxes for years prior to 2004 are outstanding. 3. Other Liens: None. 4. Easements /Restrictions/Reservations: a. Right of Way Decd to Dade County recorded in Official Records Book 3935, at Page 239, Public Records of Miami -Dade County, Florida. b. Reservations contained in Deed from Board of Commissioners of Everglades Drainage District recorded in Deed Book 2566, at Page 189, Public Records of Miami -Dade County, Florida. This opinion is subject to the following exceptions: 1. Taxes for 2005 or special assessments which are not shown as existing liens by the public records. 2. Rights or claims of parties in possession not shown by the public records. 3. Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the Property. 4. Easements or claims of easements not shown by the public records. Copies of the above referenced Deeds and other instruments are enclosed. After you have had the opportunity to review these copies and my foregoing comments, please contact me if you have any questions. ;orge-Iu- try urs. Ci .Lott JL: amj Enclosures cc: Eve Boutsis, Esq. LOTT & LEvINE JUL-22-04 THU 03 :36 AM 1 FAX N0, 055569626 P. 02 BODK 8 FAGE531 Wapimi,m r Oata FORA 1e ga r.. fa +f,ll'tl rteN 1 , of 11to 1111brnture, A1.1e, rhlt 4th, &y.1 3�i tluary : . A. 1). 19 57. DEN x, LAiSITER and DOROTIV-A Wi ITi3R, iris wife, oJrhrlaltniyof G!'env11DC aadSrarrof North Coroli.na, Parr lea; of rbr Frtr ]+arf, rood TILE YOUNG MEN'S 61II•t13TIAN ASSOCI- XAYA"yJ" ATION OF MIAMI, FLORIDA, a non- prorit oorporati.on, milting un er the )aau a/ the State a/ Florida booing iro prinvipal place of bn.,inrrt in the County of Dade anal Stat,l of Florida 110 Nartheaat Third Avenue, Mlam1� at'-I and fair/filly aktwrjjrj to franftsl bLrine4a ir the (e o F �i tyo ! Ibr xcand part. WITSF.SSF.T11: That the rail part 106 of the firer part, for and in ronairkmisn of the gum of TRN and no/100ths - ---- --- -- ------- •-- - -- -- - - -- --($,20,00) -- -puart� and other goon avid valuable consideration - -------------------- to US in hand paid by Me oaJ Wry of site m erred Part. the rtrrfpi Whereof N F—Rby aeknnnt. f+*Lged, havt ;raerrd, ba►Qdtltd and told to the aid pvrty of the mr-ond Pa,•r. irr or+s.• w-t a4d S arrive►. fore•v(,r, thf fallowing rtareribed )and situate, fyier am.l being In thr County o/ 1 , iDo 11 and Sure of Fkwids, to.toitt The South 0110 -hnir (S -2) at' the SOuthe$st j one- quartor SE},) Of the j40j-thweet One - f quarter (NWJ o> the Nort ie4st one- quarter f m ) or Section Twenty -tour (24), Torrnehip 51I south, lunge 40 Fast, or; the Public Records of Dade County, Florida. By a:cftittin"' deltvr•:ry of tni. ._c -1 Ota Youth Men's ChrLSLIa;f l,s:�ocfat[ art o!''flafnt, fl o;i;ia, r' ncttt- r,roi'it col` ;ior -tion, a$3timeF, pAYTfnnt Of rrj.l .i:i ag:� naf: rite abovd parcel of sun' Pots thq yn, Y. • f�� ,',e 'ar: ' } � � to ' • l 1 .SAO oe �a,i.ae e t , And Ihr raid parilCa uJ the ka par; do hen by Ju)I.Y warrant the title sa m d rand. end k•ili defend � Il..• nano adniart thr larwju) t)atmt of a)) pa►tona unhornaar+ror, hV !r/lym.SS W11FREOF. the aa:d pa%r ie3 of the %r.t r lvrrt have hrrewrte wt their handq nail sral3 the day and pot aboor. "ilrrn, r} f d:•liarr i,it prro.,ntr of utr c• �� _.. _. 7� °er(J _ u^�l" ._._..Y.....�— ��� �,.'f Ta'YiX•"'t7 ._...__.. t Sa.l I—�. J FAX NO. 055569626 Fr 03 UL -22 -04 THU 03:36 AM 1 ,ti• f' iy STATF, OF Fl AIDA, WUNTY Or 1 31 Ittirby Qlrrtlf};, That on this day prraenatly appevref brfore me, an odiea daffy auhwisrst to artnrit+istrr rsathl and take orknoudrdRmrnt,, to use m4i 4flav n to hp. th,• p.•rsan drarrsbed is end who vrtrutrd thr farquing deed, and acknou b4pvl hr fore• Tit,' that e+rrtttrd the, tnrhe jrwdy mad uoluniar0y far the purport thrreln sprrssrd: ♦rsltl Nitrthrr (SWIfp, That theA&W known to for rn he the Irift• of the said , an ate ass said priWte ew inwion ,else astd hrade by and before! me. Arparairly and apart from her said A Aid at:kssmu• sedge thai.Ar road, herr,l f a Party in said drrv� /or the pturnr of rrrrounring. relinqu4hing and cohtltyitt/ all her right. ride and iarerrtr, uhrjber ttasi•rk hennanvei er of ,tparate properly. Amiurery or rgaitaUt, Its 0nd IV 111r ].vide d.•rribt.J drerrin, and that she exren. -rd thu )aid deed J—dy saki tWz&in ritir OJIJ +r11h - 0111 any r•i,nlpnislnn, r•vnwaim, apprr'hi'nsinn, Or fear o/ or jity,4 her said Jnnband 101111r9R my head and off iciat still of , County o/ and Statr of Florida, {hit day of , A. D. 19 Nolary Pobtie, State of NORTH CAROLINA My tammiuian expired STArE orT X County of GRANVILLE .1 3lmbg Orrtlfg That an (his day pertaludly ejspevred &afore Me, an aditer duly euithartaod to adminiNrt tMiki and lake aaknowladsmana, BEN X. P3SITER and DOROTItTA LASSIM, Ma Wier:, ie orr weds known so be the person 8 described In Cal who executed the forrpinj deed, and achauw 11. 18n1 bee,fair m, that they ,,muted the same, frrrlr and svtunrarity for thr pitrpmra therein •;YI,rFusd, y • Theta,, - my hand artd o irial Aral at OxfOrd , Coantr of Granville �jr�.yr'.t�h Carols a um '.1; laN±n(J lr�i, Am .11 1 r day of .Tflnlittl;'j( �r A. t% 19 eft My Commission expire ; NotVy PuDlio, S ete of North , ' � • � Caresllna ti XR y° a 4 b 5 �`o iC. obi l Ci e w a s "' a y a �ij�3 �i..♦ _ G to q 1 n � n a b• 'R a i JUL -22 -04 THU 03:37 AM ` 1 FAX NO, 055569626 P, 04 I IS rx[ 528 D ,_16ML THIS XXMW URE made this _,Zfr•day of December, A. D., 1956, Hmm R. 0. LASSIfSR and K. X. ARNSR, as surviving Trustees, of MULL DOG DREDGING COMPANY, a di*SOIvad p'loride corporation, Parties of the ;First Part, and YOUNG MENtS CHRISTIAN WOCIATION OF MIAMI, FLORIDA, a Florida "n- profit corporation part qv of .the Second Part} dl:Cta 'ev We fs/CZe�[ T N E S S$ T H I vrixt the said Perttea of the P3rst Port, for and in oonsideration of the sum of TAN and no /100the (�10.00) DOLL RS, and othor good and valuable eonsideretiona to them iti hand paid, the receipt of which Is hereby acknowledged, hath remteed, released, and quit- claimed and by thee@ preoents do relaise, release, And quit- claim unto the said Party of the Second Part and Its eucceaaors and assigns forever, sla of the estate, right, title, lien, equity, interest, claim and demand which the said Parties of the First Part have in and to the following described parcel of land, situate And lying and being in the County of Dade and State or Florida, and more particularly described an follows, to -wits The South of the Southeast of the Northwest of the Northeast � of Section 94, Township ;54 South,. Range 40 Beat, of the Public Records Of Dade County, Florida. TO TMVE AXD TO HOLD the sauna, together with all and singular the appurtenances thereunto belonging in or anywise 8ppertainitlg, and all of the estate, right, title, lien, interest and claim wheteoerer of the said parties of the First pert either in law or equity, to the only proper use, beaafit and behoof of r i JUL -22 -04 THU 03:37 AM 1 FAX NO, 055569626 P. 05 Y: nx .18 rae1521 the said party of the :Second Part, its succeaeors and easigne forever, YN VITNRSS }j1EiL Y, The sold Parties of the First Part have hereunto act thalr ha{ds and sesla and have executed these presents as Trustees of BI'JLL DOG DREDO DU COMPANY, a dih solved Florida corporation. SxQKED SEALED AND DSLUER'ED YN P BHCS oF. U : 41t. "ANAUR ---- o R. , es ter {SEAL) V. d. ARNER t lu -, se a w. Y►. Arner STATE Or WORTH, CAROLINA � SS. COUNTY OF AM ) I HEREBY CERTIFY that on this day of December, � A. D., 1956, peroopAlly appe4red before me R. 0. LASSITRR, who after being duly sworn, deposes and nayes That he, V. V. AFtJiIE:R and J. W. BRUSHWOOD were the Dl- rectors of the MLL UOG DRED(JINQ COY2AHY at the time of its dls- solution on June 19, 19481 that Jr. W. DRUSI[WOOD is nov deceased o' and that affian� and W. V. ARNE R are the dulg qualified and act- ins Truatees for the said dissolved corporation; that effiant haan signed the foregoing instrument an Trustee of HULL DOG DREDGIWJ COMPANY, a dissolved Florida corporation, and that said execution by him As hie free act and deed and for the usaa and purposes therein mentlooed. � �. "....._..R. 0, LASSI'TER SVORN -TO and SUBSCRIBRD before asid County' and t Spa e; oaf* dye Iadt aroreaa a egry ; a, $ a. e o nor*. a- 5 ove 6 3 �� /:5 /Q✓ 2 v JUL -22 -04 THU 03:37 AM ' I FAX NO, 055569626 I • f3��K 18 eal;F 5`.30 ` STATE OF FLORIDA ) 55. CODNTY OF DAD$ I HERESY CERTIFY that on this ; J ay or neeember, A. D., 1}56, personally appeared before me We We ARNn, who af,Cor baing duly avoxp, depoeee.Knd eayet That he, R. a. LASSITER and J. W. BRUSHWOOD were the directors of the BULL DOG DRIZDDIN4 COMPANY at,the tiw of its disaolution on June 19, 19 :,81 that 4e We BRUSHWOOD It nOW decasaed and that affient and Be O. LASSITAR are the duly qualified and noting Truatees for the said dissolved corporation] that affient has signed the forogoieig inatruxent an T"stee of BijLL DC* MEWIM COMPANY, a diasolVed Florida corporation, and that said execution by him is hio free act and deed and for the uses and purpoaco therein mentioned! • �JJ // �y'am°" We we ARNER SNORN TO and SUBSCiaDED before me in Miami, Paid County and State, the day and year last aroroea,id. ' Notary Fublic, State of Florida a t Largo ' M'; Commiasion expiree: ; f4j)l v P,mnE 51ofe of p.,414 nr In•pr ' A. ronrmrs5ron r.Dlret Jvne .'S, 1 ?':A, • bondrd by Mon brrrtlmp b Ip.urincr, Ca Stale of Florida, touniy of Daile, 'this instrumelN was iiNd far (I-Cord IN, !� day off 1957 and duly, rerorded in OFFICIAL RECORDS Oook........cf ...........on Pape.. �.;t file fio. GG 4" .�. >`• p. ICATH LiiMAN film Circuit CoUri / 3• P. 06 JUL -22 -04 THU 03:37 An i 1 _ FAX N0, 055569626 P, 07 rf�ioii"eo„iero°�'a:naNt MfL•f,'a'� r:(MN i./ • ►ADCO-M!s �Von" KGr'JnN arreauto ' grob �•' (Ibis! Ju4toturr. tilsdfilhit 61th rloyol' Docont 6:" f.lt -lv C6 RETJi"SVN '.' 0M VIN "I DUSr1'ii12S, Xi1C . t e rrrr p,ratinn ` �sLo.L,� Nnd�r tlu:R�n� olI!j &mfr nj Florida hwina (t/ p+lndpol glare of k, bux'41W In ih,r l rwnly of PQd'e ewd Swv of 1'! C rl+ &L ,i ("wfully wthorlsrd In. tranmrr butinrm in the $Lair n/ 1 haidn, party u1 the firrr purl. and 4; Y©MIG M-N1S CiC4LTIA1i A'v ;CGI!•.T10!: � ` ': ,�1-r ...:rr: -. . oorpo alion• under �hn Inwo'•of the :'FnEr: or Flori' %' 40 N. E. 3rd Ava., Xiaml h' of the fanruy of Dade and Sm,rr (it ^ 1 r• 1.1 •.: , L ygg • , fsrt of 1l p ,need prl WI7*'V.KSSi'771: p' t T" 40-Mid party of AP Oil port. fur And in oinrideratbM «f 01,• ann "I r jFtt' Ssvon. •'.►hausand, Pivb Ifundrod A ; trr u P kuvt }rid by 16n mid part y "of (hrlrrnbd purr. the, p vrt!•t n h.•rrrr/ it h• rrr.. nrinnrrl,dFr l J er { itr.nir.i, b/riMle.d did /eJd to the, arirt pat, al the, ►+•rand part.' i t9 p t:cC C. C i :r i' 1rltdoOC ireiXna fn..r,.rr, the' frill rninR dtH'rf4M'1, Jxnd .JJxmr: krn� nn.i br,nti in thr Couhq nJ hr Dade. •nil &rat, «f 1'brrida, rn•«•irr S.1 12 of thu .;.W.IJ!; of tlta N.: ,3jr} �f� {'.�.1�!„ r•'• • ' ! ' 'Section 24, Township 54 mouth, = iR-r.I;o hC _!Int, containing' 5 acreo more or Jr:, Pade COnty, Flotrfdai -less thoV. ttt iy f� .'G e thereof c onveyad to Dada caun t,, , : Cvid'^ r Cc_, :highitay' purpozes. I Subjact t0 ppplie1:•1.10 zon_nG cr•::!.�rner: •r,c j .a' reEulJstions. , i; 1 r And the Paid party irf th•% f!ryl part rlrrrt hrtr'by jLLtlr «vtreani 't14,. firir• ti ••rr•i brad, and ur11 rlr•J.•n•J •'thr rwrgn a,toinx'rhr lace f«1 rJaims of all prr+•!ril It fi r +nLaar•rra • � 1Y q'17;1'1•,:tti N'1Ji.'It1iQJ: rhr aaitJ prrrn' «/ Ihr fht 1•eN Ani reimv! rbtx• prrt. ;^ kgtr to h!•/lggrvf In 14 Hants• by irr lwopr•r njJir•ru. (r.'x errs.• by i he elJi.rral, afrr.a••1 n en%I it. rv.rpprran• .+•al •rn ( irvlJ .+rrrtary. rhr Llay e,.,l yrvrr .6mr rr�in••n. A?`rAS7'r 7142d p tiil{eirl. 10.1+1e1wI r •lJtrryr! in pr.rtn't• aJ «.: ~ 4 "�T` 3' P'!<r� �.X4iN + •r .+`: trt'` �t`: 17wnrr :'A�L...�i�+.t ".:•t:,:r'�: JUL-22-04 THU 03:38 AM I FAX NO, 055569626 P. 08 lit e. R otaft lit Pndbm, TD1111,10-at 6 th 1)%)cm. beri 1. 11. r r 56 F, r.• ....• 411,11 ell­' S, C. px•oRD" and 11, r 1rhomnwN r-J.•! V••• '.I G I PWK; DIDUSIVII'So INC'l; no" 4 f"firwiff"n d dor.14,111. thn twium; u fin fh,• I""` i aj joeh to9ft s-r, an it %--I -011 V orl, --d, 1,400( Ill.,' ,tt'4 Oft, #0 Avreof to 4.- rh,,r Jr.,v ort amil dm4l Vf mirli affovrA liw dw 11 allif (jacrt rIll-y affryed IA-Ma th,• ,#I. r;.,t seat ,f inji,ij—•tif A tho 4et pm,j&,Aoj -ni,f twp•rtown ful I'viln.m. 'rad •11(, •1 Vj&t)109, to U-nnol Y;"/ Dade . ..... -11 PI Dri . d R the da) and )•Inr fa"! njor'b."I. NoCary -Y 2tvto l'l tit Er E- z 10 tj q 7 P2 ti SL. 1. R JUL -22 -04 THU 03 t 38 AM 1 FAX NO. 055569626 P, 09 •� arc 7 r, � ' �r'i.f;Z2 5d �,A11i ! s7� �� :.y �•:. :,„cl�i _,• .. -.1 � ' ''��35 i. 'la, ii ' �:,� Gti .5 " '+ t r Cr •�+'':•. •� ,,'� , '! ��1 r4',� • '`�:3s' `f''P :?.J• y �:'l pry., �' :1 1 .�,"`' .�i• _!� '•� �' `ti• .• �a __((t- ��{yti.� ,��,,^"�.i y ?ytst� r �ti• � �, jf; �:,'� + per+ 4 • ;•1✓ . +t ,'''b�FK " "Q'i.'ii `•'Sjc�a 7v. �'• t a., '••177�D �� " � ;a,�;• _,gar r ".:.•.,. •- lit :fWrlui*ilX`r' 8�t11�tYeR Coau'ty, 5' bt ;ts at . fir'1►arillxia�lskr �'*f+ ��. ae uindlord, end JEIg LIt[!t' end `ti*r, b►psDsntl 0�4A� Limo rs'ei41ft at 4.'00 Rod Head,_ Xjwd�, - XlorLdag µtst 'bGririter rareYrsd to as sne»+ta W IT ILHa't4x1'�s W101W j- T&A=to `JrJZ= s I" her hnsbaad CARL hate tt4e day ees►veTed W Deed to Landlord 0ii U To. ROGK01f6R, All that aertain tract s t at h situats in De.4e COUAtyo State oc Pierida* d *#Orlbsd as to1101061 - The yorth j of the saui,h * at the t4 of the pt t So N* PC 146etigim 74► T ship 14 doLbh, "s 46 last of Tells- basses Noridiara, end N RiQ, in aonsid*ratiou of said eowtyar.oep SAIVAM L. ROCKOYBR has agreed to lease a portlosl as sank aan4 to tb& Tsnwts ab0we named (jurimg the post of their natural lives, XQW TOXWORS, in ooneldelratioA of One and More Dollars„ the Deed above referred to and,th* mutual aoven- '' anti'teraiu aoutainad, it is agreed as follows The LgAdlord hereby lets unto the T*naeta er)d the said Tenants hereby hire py.as'ths said Landlord chat Portion of the preais*s d *6erib6 in the above mentioned Ds*A tbo;t MKIIE Ud41S! And 44' Las to SAMUEL L. ROCIWWFR, dated this day and more pLrt 0ularlY desoribed as folltvst- BegSmiAg at e,poInt at t4ft Sorthoset oornor of the psrae� devaribed in the deed above r*femroA to, wtleh -POint is located in e "ghilRY known so Red Road th sage' kttbs thitses WeaVorly aloR6 the 10 rth- .*rly1 t+oivax •6t the are*1 dsseribed in Laid ,A4049, to 'M')roi S opposite i poi 5�' lFlswYelyt'01 !?te tp*1' ebsd located on the �ri.�■ia'lere laa;rod; thence runnive aaatnarly pea M61 with tied Road ttwough saial•Paint ' I. toststll of the tool thed to .tbd ion Mod N' et the preniw do- } aes1DD11 itt' #�!''s�vAlXerisd deed; ' • tl�iaae'1rn�� � ,�' ,3o�aab+erl� rtY to Sed HeaAB Ohet �' isrtd�!* itsd ItNA, is the "vi�7:+iibni�i.i�i� hi- ;:anti.•.,.: h:^•'.f..:i:...n. v A.... r nn n, . e n. .: •v. . ., .. , nt • , ' I JUL-22-04 THU 03:39 Am I FAX NO. 055569626 P, 10 v,­ i47 The %om RY or ..ch of tm isaii 11poll do-ath a tm:S�MV6 tibiiwi: *ease and toratuats ft* rout shall bat OZA 191* '1 Dollar Par yew IRMbIO" the Tipmato to the " w Ljsml� an the data 11irvot am ally' 't th*r*Lfter durimg the Or■ Of said lease, advan6#4 In addition- to said r44ta3-,:thP TdMautlD shall Pay all t&x9s Ima sgsgomments levlod kjjj.&egggpqd by the YaderAp State, County and ftsdaLpal OuVoromitnts on Q.;q antiro-10t, dosorlbad in the dead frou the. T#O&mLts to the Lang"d at hhomestoad rAtoS9 the jAndjarA ths.11 Pay the 010*5 ovtr the hO%$$ta&4 Yates. this js&ff,'5h&jj'be torminatIod end the Landlord shall have thy► r ight t4 roAotter the dim-- aimed prixtimeq altar default 18ft the psymut of arq tax or *a6" U j2t or Imurimot pra d 4R for thirty days attar writ- tan :otjos &nd doxarA thereof joarved an the TsbautS "'regla tared NAII at the d0jLix@d pragis&o. flomoverj, It the Landlor L should sake l■pl-OV~ntl pzd croot structures an that portiol of th6rw1►B*M d000rlbed in top aforesaid dead not horoby. leased to the Tenants, then jr4 that event the Landlord Shitll pay tax#u on all of the provaskso demeribed In oisid dead ox6ept,that portion baraby 1"Mod. A& addition*% rental, the Tenants shall hereby agree pay for all tire I■uraws prwiummo on all ull.14imes lacatoa ' oil the lbaa*d proidess m134 vaid fire irmur$40 policies shall be lu the imps of 115i0066 In gage of damAgs or do struatiock by fire to the damped premim6i, the LarAl*rd Phal use the prooegdp of the fire Insuranoo policies for the re- pair or rolaow*@Aw or the dffi�jagoi or destrarsd building$* The Tenants shall olio es."y 4 GOO'boral P0110 LIAbIlitY Polley AM b*hW of ihe tma rd, in.the. ummts of The Temantt Wall. jh9t U"* or Sublease, wq portico, 2, JUL -22 -04 THU 03!39 AM 1 FAX NO, 055569626 P. ll tADsi ;j� ! 1,# N�1111:t1daN "p'p '• PS the Landlord • l Al'rR3teirat �:',e4dlfl4aaa` spsira :oxa•Impraranaaba(��[/ /}�j •'',.:' •:!, °' {�','''1•:•;, ^q; ,'rs•, +.: ..., �•... •�, +T '.ti +,, ,. ,. ,2•,.i :.Y 3,��< L`s,. ` wade: �n a 3`o is,, e th l0ikaad preAdoetl "NfikI17 is wade by _they Ton enisAt 'i4eir ioNt� 003b Arld -eupadtle• and shall become the property ar tiie tandlova at f he termination of Chia laaee. That said TBnant$ agree that the bald Landlord and. Agents, and othor representatives, shall havo the fright to enter into and upon said prerrtiaas, or any part thoreor, at All resaonable hours for the purpos,o or examining the abme, or making push repairs or alGerdtions therein as may bo neoeaanry for the eatetY +and'preaervation thereof. If derault be made in tb,e tovanants pertaining to taxoe and inauranoe horoin _ontalixd, then it shs11 be lawful foi• the Landlord to re - enter tho said. leased promises end tho avzga to have again, repossess, end enjoy. And the Bald Landlord doea eovsrwnt that the Bald Tenanta on performitfg the Covenant& atoreaaid, sha11 Bnd MY peaces.bly,and quiotly hltva, hold and enjoy the said demised premises i'or the term,aforoaaid. IN WITNL'SS W!iIinEOP, fitly parties haw interchangenbly Bob their ktands, and coals the' day arxi year Sirat boys xritton. an ar r"•' Landlord Uguod, sealed Red deli o ona In tho v red •, Provence of , s,1, +•j J... r � ; ;;+:: +' ���I �S�iifLq ��i1�` °f3�i.�e t�� "�r li��n.� +:ii:,.. .'S I�. •,,`' ' a L' 1L�S! A" �i3: �S�ftSF ,r�Lr ✓3er�::•`k; < ".c'' +U� 4•:,._... v - ... .. .. ... `. i tADsi ;j� ! 1,# N�1111:t1daN "p'p '• PS the Landlord • l Al'rR3teirat �:',e4dlfl4aaa` spsira :oxa•Impraranaaba(��[/ /}�j •'',.:' •:!, °' {�','''1•:•;, ^q; ,'rs•, +.: ..., �•... •�, +T '.ti +,, ,. ,. ,2•,.i :.Y 3,��< L`s,. ` wade: �n a 3`o is,, e th l0ikaad preAdoetl "NfikI17 is wade by _they Ton enisAt 'i4eir ioNt� 003b Arld -eupadtle• and shall become the property ar tiie tandlova at f he termination of Chia laaee. That said TBnant$ agree that the bald Landlord and. Agents, and othor representatives, shall havo the fright to enter into and upon said prerrtiaas, or any part thoreor, at All resaonable hours for the purpos,o or examining the abme, or making push repairs or alGerdtions therein as may bo neoeaanry for the eatetY +and'preaervation thereof. If derault be made in tb,e tovanants pertaining to taxoe and inauranoe horoin _ontalixd, then it shs11 be lawful foi• the Landlord to re - enter tho said. leased promises end tho avzga to have again, repossess, end enjoy. And the Bald Landlord doea eovsrwnt that the Bald Tenanta on performitfg the Covenant& atoreaaid, sha11 Bnd MY peaces.bly,and quiotly hltva, hold and enjoy the said demised premises i'or the term,aforoaaid. IN WITNL'SS W!iIinEOP, fitly parties haw interchangenbly Bob their ktands, and coals the' day arxi year Sirat boys xritton. an ar r"•' Landlord Uguod, sealed Red deli o ona In tho v red •, Provence of , s,1, +•j J... r � ; ;;+:: +' ���I �S�iifLq ��i1�` °f3�i.�e t�� "�r li��n.� +:ii:,.. .'S I�. •,,`' ' a L' 1L�S! A" �i3: �S�ftSF ,r�Lr ✓3er�::•`k; < ".c'' +U� 4•:,._... v - ... .. .. ... `. JUL-22-04 THU 03:40 Am I FAX NO. 055569626 P. 12 M kyiSk I R M WV� i l .f•• , & !Y Yo) : STATE iri W COUNTY. ap, SULLIVAN- I Immi 6-AT-Ift- •'ttm4' 'oi Wo day personally appearad Were me, an 6ftiear' duly', itx.thortifed tq administer datha and take a0atowleftmonto, ,jAM=-L*! ROCOWrA and HATTrz ROCROM, to Wo Vall know to be th6 porione described In anti who exeouted this forvg&ing leAne, anti acknowledged butore me rhat that' axeout1d the sa= freely and voluntarily . . . . . for the purpose AND I PURTIM CIMTIPY; That the said HATT= ROCOWER, known to mop to be the kf4 of the said BAMMM L. ROCXOWrR, separate and prtvikto oXam nation taken and made by And bofore me, separately qnd apart from her said husband, d.14 neknowledea that she mids hars6lr a party to said loaser for the purpose or renounolnG. relinquishing and conveying all hor right, title and interest, Uhather dawtrp homestead or of disparate propertyp a atutory or equitable, in and to the brandbes described therain, And that she exeouted the said leitea freely and voluyttarjjy and without any oompulajon# constraint, apprehension cir fear of or Strom her said husband. w1T)F=S v7 hand, aha Prf.lolAl seal at cvu4by of Sullivan and State of New York, thin day or September, A.D. 1951* 1FQ Br ECK unl "My yoj� N a , 453 in the state of 3% MY COM6109 Expires Mollb rasa is I Win I JUL-22-04 THU 03:40 Am I f FAX NO, 055569626 gt'. I iAii f. x MMM, ZMTIPY, thNit;.'an thif dOLY V*wx6rAlly aypearad. bafors map an Arh bulgy, hut>horip9d�ta admirdater ourha and t akq aeknavla ftx►"atvr JEWME XJM and OARL.LANSl to me well awn to be the parpong &6csib.d in &nd w1w exeoutad the fOrOgOibg 164119, and JIGIMO►Ildg6d, Wore me th9t they 6Z6C.Ut*d the gpMe f r663:Y and Tolwittirily for the purpose therein axpresped, AND I FURTHER O.2RTIFY, That the said JgXnE LAIM, known to me, to be the wire of thil jj&jd CARX, LAI(S, on it separate and private exwduati" taken acid made h7 &jul before me, BOPRPAtelY and apart fpom her sald humband, .did acknowledge that aho made hex -golf a party to aaI4 laaae for the Purpose of renounoing, relinquishing, and coliveyIng all her right* title and IAt9rS11t'' whether dower, hoinn-staod or of Supgrato property, statutory or equitable, In and to the Prcl7daOB c1080rlb6d therein, axod that rho oxecuted the said 16ha-0 freely and voluntarfly' ;,nnd without a4y compulsion, ;cOr'strAint, aPPrObansion'or fear of or from r a id husband* NJ M89 my hand and orfjejAl::R9AI at Sullivan. and 'State of New York, this I'V/ ;d'%Y Of Soptaxaber, A-D, 1953. N ary Bublic 71 WOO Public Sk""v" County Slate of New Y3,11 30, ISS4 ZV P. 13 L JUL -22 -04 `CHU 03;41 AM 1 FAX NO. 055569626 P. 14 ! ® ® / cn ! §! ,_ = ®2 . §2 / (\ § / / {)®r j0 S _ �!a\5ma ea ° _x /k \!i ;)22 @| (> �\ k {( 6> m� �K) \ ?F k q)/ !r) -\ /# \� \� ƒ / / 9c 3 9?.R §a _31 . \ $;Mark m ■ »° < � 2 (r7 ��g d JUIVE` SPECIAL - 9°{Hr'�849�8�+99&�M`H�`i FREE a a ME 191 a June 05, 12, 19 and 26 Departures Miam Air 605 - 7a.m. - 9:25 a.m. Miami Air 606 -11 a.m. -1:25 P.M. •NEWS M, T Pr inCeSS H®telS CHILDREN STAY FREE M.qm 0 iTropical Princess'* *** . S1n1 ®LC DOUBLE - TRIPLE OlA1A0 Cs"Lo [2 -121 ROH $629 $625 $599 $569 $359 *Caribe Club Princess. * * * *swL10 C1 ®Lz 1011111®L TWIPLIS none C11RLBn FR•1R1 RGH $659 $655 $625 $615 $359 *Punta Cana Princess * *** S1it1 ILE DOUBLE T IPLE 1111® C111Li0 r2.121 JR. SUITE $919 $719 $665 $669 $359 U.S. a Dominican Departure Taxes Nor Included. Travel Insurance available and hlgWU recomendid. Subject to availabllitg. Prices subject to change. COURTESY NOTICE CITY OF SOUTH MIAMI, , FLORI A On Tuesday, June 7 2005, beginning at 7:30 p.m., in the City Commission Chambers, 6130 Sunset Drive, the City Commission will hold Public Hearings to consider the following items: AN ORDINANCE AUTHORIZING THE PURCHASE OF THE PROPERTY LOCATED AT 4300 SW 56TH AVENUE CONSISTING OF A RECREATION CENTER AND ADMINISTRATIVE OFFICE BUILDING, BASKETBALL COURTS, A RACQUETBALL COURT, SWIMMING POOL, AND APPROXIMATELY 7 ACRES OF OPEN FIELD SPACE, WITH DEPT SERVICE CHARGED TO THE NON- DEPARTMENTAL DEBT SERVICE —YMCA ACCOUNT CODE 001.2100.519,9927, AUTHORIZING THE CITY TO ACCEPT THE DEED TO THE PROPERTY UPON CLOSING AND REQUESTING TAX EXEMPTION OF THE PROPERTY. AN. ORDINANCE APPROVING A LEASE AGREEMENT BETWEEN THE CITY AND THE YMCA OF GREATER MIAMI, INC., FOR THE LEASE BY THE YMCA OF THE RECREATIONAL FACILITIES LOCATED AT 4300 SW 56TH AVENUE AN ORDINANCE Al ENDING THE CITY OF SOUTH MIAMI CODE OF ORDINANCES, BY REVISING CHAPTER 11 (GARBAGE & TRASH), SECTION 11 -21(B) ENTITLED "EXTENT OF SERVICE AND POINTS OF COLLECTION - DOMESTIC TRASH" IN ORDER TO ALLOW THE PLACEMENT OF LAWN AND YARD CLIPPINGS AT THE CURB FOR COLLECTION MORE THAN TWENTY - FOUR (24) HOURS PRIOR TO THE SCHEDULED PICKUP DAY: AN'IRDINANCE AMENDING THE SOUTH MIAMI LAND DEVELOPMENT CODE IN ORDER TO PROVIDE FOR STAGGERED APPOINTMENT TERMS FOR PLANNING BOARD MEMBERS. AN ORDINANCE AMENDING.THE DEVELOPMENT AGREEMENT ADOPTED AS PART OF ORDINANCE NO. 12 -05 -1834 WHICH .APPROVED THE DEVELOPMENT AGREEMENT FOR A PLANNED UNIT DEVELOPMENT -MIXED USE PROJECT KNOWN AS RED ROAD COMMONS LOCATED AT 66OD -6640 SW 57 AVENUE AND 5757 SW 68 STREET, THE PURPOSE OF THE AMENDMENT IS TO AUTHORIZE THE ADMINISTRATION TO PROVIDE A SPECIFIC AMOUNT OF PARK AND OPEN SPACE CONCURRENCY PAYMENT TO THE CITY AND AMENDING THE DATE FOR PAYMENT, AN ORDINANCE AMENDING THE DEVELOPMENT AGREEMENT ADOPTED AS PART OF ORDINANCE NO. 05 -OS -1827 WHICH APPROVED THE DEVELOPMENT AGREEMENT FOR A UNIFIED DEVELOPMENT PROJECT KNOWN AS "PROJECT SUNSET" LOCATED GENERALLY AT 5750 SUNSET DRIVE AND LEGALLY DESCRIBED AS LOTS 6 THRU 9, 40 THRU 45,53 THRU 66 INCLUSIVE AND THE EAST 50 FEET OF LOTS 51 AND 52 OF W. A. LARKINS SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 3 AT. PAGE 198 OF THE PUBLIC RECORDS OF MIAMI -DADE COUNTY, THE PURPOSE OF THE AMENDMENT IS TO AUTHORIZE THE ADMINISTRATION TO PROVIDE A SPECIFIC AMOUNT OF PARK AND OPEN SPACE CONCURRENCY PAYMENT TO THE CITY, AMENDING THE DATE FOR PAYMENT, AND ADJUSTING THE PHASING OF THE DEVELOPMENT. A RESOLUTION FOR A SPECIAL USE APPROVAL TO LOCATE A GENERAL RESTAURANT IN THE "SR (HO -OV)" SPECIALTY RETAIL HOMETOWN DISTRICT OVERLAY ZONING DISTRICT SPECIFICALLY LOCATED AT 7301 SW 57th COURT. Inquiries concerning this item should be directed to the Planning Department at 305 - 653 -6326. ALL Interested parties are invited to attend and wail be heard. Maria M. Menendez City Clerk Pursuant to Florida 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 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. Are your vacadon' plans p or. grabs? 0 Pinecrest Garden: get a new restauran• area and concert amphitheater as proponents push to upgrade the former Jungle facility and n the town center. BY YUDY PINEIRO yptneiro @herald.com The. Pinecrest Council is looking I ways to spruce up P. Gardens with hopes of the former bird parac the community's focal The village is asl+ Pinecrest Gardens Pot to .pitch ideas to ma happen. The foundation, a 1 15 community leade formed- last year t money for the park. Iv met for the first tin; weeks ago. "We talked about money as. an indel foundation to assist th of Pinecrest in any u ment and changes th, be. made in order to the park into more of munity gathering pla( Bruce Toland, a fou member. Some ideas in tossed around includes a restaurant, jogging p nic area and a concel theater at the 22 -acl former home to Parro at 11000 Red Rd. "We thought we'd group in place and get make recommendat us," said Mayor Gary P Matzner, who help $4 million for the vi buy the park in 2002, will work closely v foundation to raise mt the projects and park Matzner recently d with the park's entrant a controversial issue some residents who feel they should pay t( public park. . Before Matzner c board in November, lage built a water pla,. for lads and a butterfl, in the park. Also approved but permits: a two- story, • TURN TO GARDENS, 27