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The Neptune Apartments closing documents CITY OF MIAMI BEACH OFFICE OF THE CITY ATTORNEY MEMORANDUM T0: Robert Parcher City Clerk FROM: Rauf J. Aguila v,1 Deputy City Attorn y SUBJECT: MBCDC Purchase of The Neptune Apartments (1632 Meridian Avenue) DATE: June 1, 2010 Bob: Attached are the final closing documents for the Neptune Apartments (Mortgage, Note, and Closing Statement). We are waiting on the recorded copy of the Mortgage which I will forward. to you once received. I am transmitting the ORIGINAL NOTE to Anna Parekh for safekeeping. ~.~s PROMISSORY NOTE ($5,329,227.00) „ .. c=?V) , 2011 Miami Beach, Florida FOR VALUE RECEIVED the undersigned, MBCDC: NEPTUNE, LLC, a Florida limited liability company whose sole member is Miami Beach Community Development Corporation, a Florida not for profit corporation) and having its principal office at 945 Pennsylvania Avenue, Miami Beach, Florida, ("Maker"), promises to pay to the order of the CITY OF MIAMI BEACH, a Florida municipal corporation, together with any other holder of this Note ("Holder"), at 1700 Convention Center Drive, Miami Beach, Florida 33139, Attention: City Manager, or such other place as Holder may from time to time designate in writing, the principal sum of FIVE MILLION THREE HUNDRED TWENTY NINE THOUSAND TWO HUNDRED TWENTY SEVEN AND NO/100 DOLLARS ($5,329,227.00) (the "Principal Amount"), to be paid in lawful money of the United States of America in accordance with the terms of this Note. This Note may be prepaid in whole or in part at any time, without any fee, penalty or premium. Any prepayment hereunder shall be applied first to unpaid costs of collection, servicing fees, and late charges, if any, then to accrued, deferred and unpaid interest and the balance, if any, to the principal balance. This Note is secured by a Mortgage and Security Agreement of even date herewith from Maker in favor of Holder (the "Mortgage") encumbering certain real property (the "Property") located in Miami -Dade County, Florida. The foregoing and all other agreements, instruments and documents delivered in connection with the Mortgage and with this Note are collectively referred to as the "Loan Documents." This Note shall not bear interest. The entire unpaid Principal Amount shall be due and payable upon the sale or transfer of the Property during the "Affordability Period" (as said term is defined in the Mortgage) by the Maker in accordance with the terms of paragraph 1.1 of the Mortgage. In the event of a default by the Maker under this Note, the Holder's sole remedy shall be limited to exercising its rights under the Loan Documents, including foreclosure and the exercise of the power of sale or other rights granted thereunder, but shall not include a right to proceed directly against the Maker, or any of its partners, or the right to obtain a deficiency judgment after foreclosure against the Maker or any of its partners. This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. The "Default Interest Rate" and, in the event no specific Maximum Rate is applicable, the Maximum Rate shall be twelve percent (12%) per annum. Holder shall have the right to declare the total unpaid balance hereof to be immediately due and payable in advance of the Maturity Date upon the failure of Maker to comply with the Restrictive Covenants set forth in the Mortgage; or upon the occurrence of an event of default pursuant to any one of the Loan Documents now or hereafter evidencing, securing or Page 1 of 3 guaranteeing payment of the indebtedness evidenced by this Note. Exercise of this right shall be without notice to Maker or to any other person liable for payment of this Note, notice of such exercise is expressly waived. Any payment under this Note not paid when due (at maturity, upon acceleration or otherwise) taking into account applicable grace periods shall bear interest at the Default Interest Rate from the due date until paid. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice therefrom, Maker agrees, to pay all costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due under this Note, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefore shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only to the extent specifically recited in a written document executed by Holder. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a cause of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon the Maker or the Holder in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Documents. The term "other person liable for payment hereof' shall include any endorser, guarantor, surety or other person now or hereafter primarily or secondarily liable for the payment of this Note, whether by signing this or another instrument. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment hereof respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; and (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment hereof, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument. Page 2 of 3 BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO A BORROWER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's agreement to such paragraph, Holder would not have loaned the Principal Amount to the Maker pursuant to the terms of this Note. THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID ON THIS NOTE AND EVIDENCE OF SUCH PAYMENT APPEARS ON THE MORTGAGE SECURING THIS NOTE. written. IN WITNESS WHEREOF, Maker has executed this Note on the day and year first above MORTGAGOR: MBCDC: NEPTUNE, LLC, a Florida limited liability corporation By: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not for profit corporation, Managing Member By: Page 3 of 3 Roberto Datorre, President .. -t' This Instrument Was Prepared By, Record and Return to:- Raul J. Aguila, Esq. . `Office of the City Attorney City of Miami, Beach -1700 Convention Center Drive Miami Beach, Florida 33139 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage" executed this ~~ day of ,_ 2010, by MBCDC: NEPTUNE, LLC, a Florida Limited Liability Company, whose sole m~; ber is Miami Beach Community Development Corporation (the "Mortgagor"), and whose ad ress is 945 Pennsylvania Avenue, Miami Beach, FL 33139, and the CITY OF MIAMI BEACH, a Florida municipal corporation (the "Mortgagee") (which term as used in every instance shall include the Mortgagee's successors and assigns), whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139. WITNESSETH: That for valuable consideration, and .also in consideration of the aggregate sum of money described in that certain Promissory Note (the "Note") of even date herewith, executed by Mortgagor in favor of Mortgagee, in the original Principal Amount of $5,329,227.00 (the "Principal Amount"), the Mortgagor does grant, bargain, sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee simple a lien upon and security interest in that certain parcel of real property located in Miami-Dade County, Florida, which is described in Exhibit "A" attached hereto and made a part hereof. Hereinafter said real estate, buildings, improvements (including improvements to be made hereafter), fixtures herein below described and located on said real estate are sometimes collectively referred to as the "Premises". TO HAVE AND TO HOLD the Premises and all parts, rights., members and appurtenances thereof, to the use, benefit and behalf of the Mortgagee, its successors and assigns in fee simple forever, and the Mortgagor covenants that the Mortgagor is lawfully seized and possessed of the Premises in fee simple and has good right to convey the same, and that the Mortgagor will warrant and defend the title thereto against the claims of all persons whomsoever, except as hereinafter expressly provided. PROVLDED ALWAYS that if the Mortgagor shall pay unto the Mortgagee all sums required under the terms of the Note, and shall comply with and abide by each and every one of the stipulations, agreements, conditions and covenants- contained herein (as such term is defined below), then in such event this Mortgage and the estate hereby created shall cease and be null and void. WE HEREBY CERTIFY THIS TO BE _A TRUE ~~ID CORRECT COPY NOTE TO RECORDER: Intangible tax is not required in connection with this Mortgage pursuant to Florida Statue Section 199.183(1). s" The Mortgagor covenants with the Mortgagee as follows: A. Payment of Indebtedness. The Mortgagor will pay the Note according to the terms thereof and all other sums secured hereby promptly as the same shall become due. B. Taxes, Liens and Other Charges. (a) In the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation, subsequent to the date hereof, in any manner changing or modifying the laws now in force governing the taxation of debts secured by mortgages or the manner of collecting taxes so as to affect adversely the Mortgagee, the Mortgagor will promptly pay any such tax; if the Mortgagor fails to make such prompt payment or if any such state, federal, municipal or other governmental law, order, rule or regulation prohibits the Mortgagor from making such payment or would penalize the Mortgagee from making such payment or would. penalize the Mortgagee if the .Mortgagor makes such payment, then the entire balance of the principal sum secured by this Mortgage and all interest accrued thereon shall, without notice, immediately become due and payable at the option of the Mortgagee. (b) The Mortgagor will pay, before the same become delinquent, all taxes, liens, assessments and charges of every character already levied or assessed. or that may hereafter be levied or assessed upon or against the Premises and all utility charges, whether. public or private; and upon demand will furnish the Mortgagee receipted bills evidencing such payment. (c) The Mortgagor will not suffer any mechanic's, materialmen's, laborer's, statutory or other lien which might or could be prior to or equal to the security interest and mortgage liens of this Mortgage to be created or to remain outstanding. upon any part of the Premises. C. Intentionally Deleted. D. Insurance. The Mortgagor will keep all buildings and improvements now or hereafter on the Premises insured against loss or damage by fire, extended coverage and other perils, and agrees to deliver said policy or policies to the Mortgagee when issued with .the receipts for the payment of the premium therefore; and in the event any sum of money becomes payable under such policy or policies; the Mortgagee shall permit the Mortgagor to receive and use it, or any part thereof, for repair or restoration of the Premises, subject to terms reasonably acceptable to Mortgagee, without thereby waiving or impairing any equity, lien or right under or by virtue of this .Mortgage; and the Mortgagee if it deems necessary may place and pay for such insurance, or any part thereof, without losing, waiving or affecting Mortgagee's option to foreclose for breach of . this covenant; or any part thereof, or any right or option under this Mortgage, and every such payment shall bear interest from date thereof until paid at the default interest rate, and all such payments with interest as aforesaid shall be secured by the lien hereof. In the event any loss or damage is suffered Mortgagor shall notify Mortgagee of such loss or damage within seven (7) days after the happening thereof; the failure to give such notice shall constitute a default and the Mortgagee shall have the rights herein given for all defaults. ;' E. Care of Premises. (a) The Mortgagor. will keep the improvements now or hereafter erected on the Premises in good condition and repair, will not commit or suffer any waste and will not do or suffer to be done anything which will increase the risk of fire or other hazard to the Premises or any part thereof. (b) The Mortgagor will not remove or demolish nor alter the design or structural character of any building (now or hereafter erected), fixture or chattel which are part of the security or other part of the Premises without the prior written consent of the Mortgagee. (c) If the Premises or any part thereof is damaged by fire orany other cause, the Mortgagor will give written notice of the same to the Mortgagee. (d) The. Mortgagee or its representative is hereby authorized to enter upon and inspect the Premises at any time during normal business hours. (e) The Mortgagor wilt promptly comply with all present and future laws, ordinances, rules and regulations of any governmental authority affecting the Premises or any part thereof. (f) If all or any part of the Premises shall be damaged by fire or other casualty, the Mortgagor will, upon request of the Mortgagee, promptly restore the Premises to the equivalent of its condition immediately prior to such damage, and if a .part of the Premises shall be damaged through condemnation, the Mortgagor will, upon request of Mortgagee, promptly restore, repair or alter the remaining part of the Premises in a manner reasonably satisfactory to the Mortgagee. F. Further Assurances: Modifications. At any time, and from time to time, upon the reasonable request~by the Mortgagee, the Mortgagor will make; execute and deliver or cause to be made, executed and.. delivered, to the Mortgagee, any and all other further instruments, certificates and other documents as may, in the opinion of the Mortgagee, be necessary or desirable in order to effectuate, complete, or perfect or to continue and preserve (i) the obligations of the Mortgagor under the Note, (ii) the security interest. of .° this Mortgage, and (iii) the mortgage lien hereunder. G. ~ Expenses. The Mortgagor will pay or reimburse the Mortgagee for all reasonable attorney's fees, costs and expenses, of any action, legal proceeding or dispute. of any kind' in which the Mortgagee is victorious, affecting the indebtedness secured hereby, . this Mortgage or the interest created herein, or the Premises, including but not limited to the foreclosure of this Mortgage, any condemnation action involving the Premises or any action to protect the security hereof; and any such amounts paid by the Mortgagee shall be secured by this Mortgage. (a) Estoppel Affidavits. The Mortgagor, upon ten (10) days prior written notice, shall furnish the Mortgagee with a written statement, duly acknowledged, setting forth the unpaid principal of, and interest on, the indebtedness secured hereby and whether or not any off-sets or defenses exist against such principal and interest. The Mortgagee shall provide a similar estoppel affidavit to Mortgagor, upon ten (10) days prior written notice to Mortgagee. 3 H. Performance by Mortgagee of Defaults by Mortgagor. If the Mortgagor shall default in the payment of any tax, lien, assessment or charge levied or assessed against the Premises; in the payment of any utility charge, whether public or private; in the payment of any insurance premium; in the procurement of insurance coverage and the delivery of the insurance policies required hereunder; in the performance of any covenant, term or . condition of any leases affecting all or any part. of the Premises; or in the performance or observance of any covenant, condition or term of this Mortgage; then the Mortgagee, at its option, may perform or observe the same, and a-I payments, made or costs incurred by the Mortgagee in connection therewith, shall be secured hereby and shall be, without demand, immediately repaid by the Mortgagor to the Mortgagee. The Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to the Mortgagor or any other person in possession holding under the Mortgagor. I. Restrictive Covenants. Mortgagor shall be subject to the following recapture provisions, covenants and restrictions; all of which shall- also be deemed covenants running with, and binding upon, the Premises: a) Notwithstanding Mortgagor's covenant to pay the Note and comply with any and all other terms and conditions of this Mortgage, Mortgagor further covenants that, as additional and substantial consideration, and as further incentive for Mortgagee to approve, grant and disburse the Principal Amount in accordance with the terms hereof, Mortgagor shall acquire, improve, renovate, rehabilitate, and, thereafter, upon issuance of a final Certificate of Completion (C.C.) or final Certificate of Occupancy (C.O.) by the City of Miami Beach, use the Premises solely and exclusively as an affordable residential rental property. The rents charged and. the .tenants thereof must qualify under the rules and regulations promulgated by the United States" Department of Housing and Urban .Development (HUD), at CFR Part 92 (as same .may be amended from time to time). b) The Principal Amount and the Mortgage shall. remain a Lien on the Premises, - superior in dignity to all other liens, titles, claims, mortgages, and/or other encumbrances, until paid and/or or otherwise satisfied in accordance with the terms and conditions hereof, subject only to an existing first mortgage encumbering the Property from Mortgagor, in the amount of $700,000.00 held and owned by in favor of International Finance Bank,' a Florida corporation, dated May , 2010, and recorded in O.R. Book at Page of the Public Records of Miami-Dade County, Florida (the "First Mortgage"). . c) Mortgagor covenants that it will own, open, and maintain the Premises as an affordable residential rental apartment building (in accordance with subsection (a) above) for a term of thirty (30}.years, commencing upon. the issuance by the # City of Miami Beach of a final C.C. or C.O. for the Premises (hereinafter, the "Affordability Period"). d) If at any time during the Affordability Period the Premises are no longer used as an affordable residential rental property (in accordance with subsection (a) above), then Mortgagor shall be deemed to be in default under Section IJ (A) of this Mortgage and Security Agreement and, should such default remain uncured for a period of thirty (30) days after notice thereof shall have been given by Mortgagee to Mortgagor, the Mortgagee shall avail itself of any and all remedies under this Mortgage and/or any other Loan Documents (as defined in Section II hereof), including full. and immediate repayment of the Principal Amount. e) If at any time during the Affordability Period the .Premises are sold, transferred, or refinanced, the Mortgagor shall be responsible for the full and immediate payment to Mortgagee of the Principal Amount (i.e. for purposes of this subsection "immediate payment" shall be defined as delivery and receipt of payment in full of the Principal Amount to Mortgagee no later than on the date of closing of the proposed sale, transfer, or re-finance). f) With regard to a sale of the Premises pursuant to subsection (e) above, in addition to repayment of the. Principal Amount, part of the equity produced by the sale shall also be paid to Mortgagee as follows: - If the Premises are sold between the first and the tenth year of the Affordability Period, Mortgagee shall be entitled to fifty percent (50%) of the profits resulting from such sale; or If the Premises are sold between the eleventh and thirtieth year of the Affordability Period, Mortgagee shall be entitled to twenty five percent (25%) of the profits resulting from such sale. g) In the event of sale (or foreclosure) of the Premises. at any time prior to the expiration of the Affordability Period, Mortgagee shall also be given a right of first refusal to purchase.the Premises. h) Notwithstanding the prohibition in subsection (e) hereof, Mortgagor may be allowed to refinance the Premises during the Affordability Period, subject to Mortgagor's compliance with the following conditions: i. that any re-financing is subject to prior written approval by the City of Miami Beach City Manager, in his sole and reasonable direction; ii. that if subordination of the Senior Mortgage is required as a condition of the re-finance, it shall be approved by resolution of the Miami Beach-City Commission, which approval, if given at all, shall be in the City Commission's sole and reasonable discretion; - iii. that the amount of the re-financing shall not exceed the then outstanding balance of the Principal Amount; and iv. that no "cash outs" will be permitted. i) Notwithstanding subsections (a) through (h) above, and provided that Mortgagor continues to own the Property, immediately upon expiration of the term of the Affordability Period, Mortgagor further covenants that it will continue to own and maintain the Premises as an affordable residential rental apartment building (in accordance with subsection (a) above) for an additional term of thirty (30) years, commencing upon the expiration of the initial Affordability Period (hereinafter, the "Additional Affordability Period"): The Additional Affordability Period shall remain in full force and effect, shall be bintling upon Mortgagor, and its successors in interest and/or assigns, and shall be automatically extended for successive periods of thirty (30) years (the "Additional Affordability Periods"), unless modified, amended or released, prior to the expiration thereof, by duly adopted Resolution of the Mayor and City Commission of the City of Miami Beach. (j) If at any time during the Additional.. Affordability Period, or any of the subsequent Additional Affordability Periods, the Premises are no longer used as an affordable residential rental property (in accordance with subsection (a) above), then Mortgagee, at its sole option and discretion, may require Mortgagor to automatically, and without further action required by Mortgagee, promptly, on written demand by Mortgagee, convey fee simple marketable title to the Property, by execution and delivery of a Special Warranty Deed (subject to no liens or encumbrances created by, through, or under Mortgagor) to Mortgagee. Mortgagor shall be responsible for the cost of documentary stamps and/or other tax(es) imposed as a result of the conveyance contemplated by this subsection (j). In order to further ensure the enforcement of the Restrictive Covenants contained in this Section I, any and all successors, heirs, and assigns herein must obtain the prior written consent of the City Manager prior to the resale of the Premises. The Mortgagee .reserves the right to review compliance with all affordability requirements. Notwithstanding anything to the contrary contained herein, in the event of a foreclosure (and subsequent resale) of the Premises, or a deed in lieu of foreclosure, the Restrictive Covenants shall lapse and be of no further force and effect. Except for the First Mortgage (as referenced in Article I.(I)(b) hereof), the Principal Amount and the Mortgage shall remain a lien superior in dignity to all other liens, titles, claims, mortgages, and/or other encumbrances, until paid or otherwise satisfied; provided, however, that upon expiration of the Affordability Period, (and provided further that Mortgager has complied with all terms and conditions of the Loan Documents including, without limitation, the terms and conditions of the Restrictive Covenants), then the Restrictive Covenants shall be deemed satisfied, and shall therefore be of no further force and effect. The foregoing Restrictive Covenants (as set fourth in this Section I) shall be considered and construed as covenants and restrictions recorded against the Premises, and the same shall bind all persons claiming ownership of all or any portion of the Premises. The Mortgagor hereby acknowledges and agrees that the Mortgagee is a beneficiary of these Restrictive Covenants and the Mortgagor shall not release or amend any of these Restrictive Covenants without the prior written consent of the City Manager. Invalidation of all or any of these covenants by a court of competent jurisdiction shall in no way affect any of the other covenants, which shall remain in full force and effect. J. Condemnation. If all or any material part of the Premises shall be damaged or taken through condemnation, (which term when used in this Mortgage shall include any damage or taking by any governmental authority, and any transfer by private sale in lieu thereof), either temporarily or permanently, the entire indebtedness secured hereby shall at the option of the Mortgagee, become immediately due and payable. The Mortgagee shall be entitled to all compensation awards, and other payments or relief therefore and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or 6 the Mortgagor's name, any action or proceeding relating to any condemnation,- and to settle. or compromise any claim in connection therewith. All such compensation, awards, damages, claims, .rights of action and proceeds and the right thereto are hereby assigned by the Mortgagor to the Mortgagee,, who, after deducting there from all its expenses, including attorney's fees, may release any moneys so received by it to Mortgagor without affecting the lien of this Mortgage or may apply the same to the reduction of the sums secured hereby, and to any prepayment charge herein provided, and any balance of such moneys then remaining shall be paid to the Mortgagor. The Mortgagor agrees to execute such further assignments of any compensation, awards, damages, claims, rights of action and proceeds as the Mortgagee may reasonably require. Notwithstanding the foregoing, Mortgagee shall allow any proceeds or other sums payable from a condemnation proceeding to be applied for restoration of the Premises, subject to such terms and conditions as are reasonably satisfactory -to Mortgagee. K. Hazardous Waste Storage. The Mortgagor covenants with ,the Mortgagee that the Premises have not been used and will not be used in whole or in part for the storage of hazardous waste other than in accordance with all applicable governmental .requirements. II. A. Default. A default shall have occurred hereunder if: (a) The Mortgagor shall fail to pay in full within fifteen (15) days from when due .any installment of principal, interest, or late charges required by the Note, this Mortgage and otherwise; or (b) The Mortgagor shall fail to duly observe on time any other covenant, (including without limitation, failure to comply with or the breach of the Restrictive Covenants in Section I hereof), condition or agreement of this Mortgage or of any other instrument evidencing, securing or executed in connection with the indebtedness secured hereby, (herein this .Mortgage, Note and said other instruments are sometimes collectively called the "Loan Documents") -and such failure remains uncured for a period. of thirty (30) days after notice thereof shall have been given by the Mortgagee to the Mortgagor (or for an extended .period approved by Mortgagee if such default stated in such, notice can be corrected, but not within such thirty (30) day period, and if the Mortgagor commences such correction within such thirty (30) day period and thereafter diligently pursues the same to completion within such extended .period). (c) Any warranties or representations made, or agreed to be made in any of the Documents executed. in connection with the Note shall be breached by the Mortgagor or shalt prove to be false or misleading in any material respect; or (d) Any lien for labor or material or otherwise shall be filed against the Premises, and such lien is not canceled, removed, transferred, or bonded off within thirty (30) days; or (e) A levy shall be made under any process on, or a receiver be appointed for, the Premises or any other property of the Mortgagor; or 7 (f) The Mortgagor shall file a voluntary petition in bankruptcy, or any other petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation or similar relief for the Mortgagor under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtor; or (g) The Mortgagor shall seek or consent to or .acquiesce in the appointment of any trustee, receiver or liquidator of the Mortgagor or of all or any part of the Premises. or of any or all of the rents, revenues, issues, earnings, profits or income thereof; or (h) The Mortgagor shall make any general assignment for the benefit of creditors; or (i) In any legal proceeding the Mortgagor shall be adjudged to be insolvent or unable to pay the Mortgagor's debts as they become due; or (j) The Mortgagor shall do, or shall omit to do, any act, or any event shall occur, as a result of which any obligation of the Mortgagor, not arising hereunder, may be declared immediately due and payable by the holder thereof; or (k) Failure by Mortgagor to comply with the Restrictive Covenants set forth in Section I herein (see also subsection (b) hereof); or (I) An Event of Default occurs under the terms of the documents executed in connection with the Note. B. Acceleration of Maturity. If 'a default shall have occurred hereunder, then the whole unpaid principal sum of the indebtedness secured hereby- with interest accrued thereon shall, at the option of the Mortgagee, become due and payable without notice or demand, time being of the essence of this Mortgage and of the Note secured hereby; and no omission on the part of the Mortgagee to exercise such option when entitled so to do shall be considered as a waiver of such right. C. Right of Mortgagee to Enter and Take Possession. (a) If any default shall have occurred and be continuing beyond any applicable grace period, the Mortgagor, upon demand of the Mortgagee, shall forthwith surrender to the Mortgagee the actual possession of the Premises and if, and to the extent permitted by law, the Mortgagee may enter and take possession of the Premises and may exclude the Mortgagor and the Mortgagor's agents and employees wholly there from. (b) For the purpose of carrying out the provisions of this paragraph, the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to do and perform, from time to time, any and all actions necessary and incidental to such purpose and does, by these presents, ratify and confirm any and all actions of said attorney in fact in the Premises. (c) Whenever all such defaults have been cured and satisfied, the Mortgagee shall surrender possession of the Premises to the Mortgagor, provided that the right of the Mortgagee to take .possession, from time to time, pursuant to this subparagraph shall exist if any subsequent default shall occur and' be continuing. D. Appointment of a Receiver and Foreclosure. (a) If a default shall .have occurred hereunder, then the whole debt secured by this Mortgage, with. all interest thereon, and all other amounts hereby secured shall, at the option of Mortgagee, become immediately due and .payable, and may forthwith or at any time thereafter be collected by suit at law, foreclosure of or other proceeding upon this Mortgage or by any other proper, legal or equitable procedure without declaration of such. option and without notice. (b) Upon, or at any time after, the filing of a complaint to foreclose this Mortgage, the court in which such complaint is filed may appoint a receiver of the Premises. Such appointment may be made either before or -after sale, without notice, without regard to the solvency or irisolvency of Mortgagor at the time of application for such receiver and without regard to the -then value of the Premises. Such receiver shall have power to collect the rents, issues and profits of the Premises during the pendency of such foreclosure suit, and in case of a sale and a deficiency, during the full statutory period of redemption, if any, whether there be redemption or not, as well as during any further times when Mortgagor except for the intervention of such receiver, would be entitled to collect such rents; issues and profits, and-all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and. operation of the Premises during the whole of said period. (c) Mortgagor shall deliver to Mortgagee at any time on its request, all . agreements for deed, contracts, leases, abstracts, title insurance policies, - muniment of title, surveys and other papers relating to the Premises, and in case of foreclosure thereof and failure to redeem., the same shall be delivered to and become the property of the person obtaining a deed to the Premises by reason of such. foreclosure. E. Discontinuance of Proceedings and Restoration of the Parties. In case the Mortgagee shall have proceeded to enforce any right or remedy under this Mortgage by receiver, entry or otherwise, and such proceedings shall have been discontinued or abandoned .for- any reason or shall have been determined adverse to the Mortgagee, then and in every such case the Mortgagor and the Mortgagee shall be restored to their former .positions and rights hereunder, and all rights; powers and remedies of the Mortgagee shall continue as if no such proceeding had been taken. F. Remedies Cumulative. No right, power or remedy conferred upon or reserved by the Mortgagee. by this Mortgage is intended to be exclusive of any other .right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other ,right, power and -remedy given hereunder or now or hereafter existing at law or in equity or by statute. A. Successors and Assigns Included in Parties. Whenever in this Mortgage one of the parties hereto is named or referred to, the heirs, legal representatives, successors and assigns of such parties shall be included and all covenants and agreements contained in this indenture by or on behalf of the Mortgagor and by or on behalf of the Mortgagee shall bind and inure to the benefit of their respective heirs, legal representatives, successors and assigns, whether so expressed or not. Provided, however, that the Mortgagor shall have no right to assign its obligations hereunder without the prior written consent of the Mortgagee, which consent shalt not be unduly withheld, conditioned or delayed. B. Headings. The headings of the sections, paragraphs and subdivisions of this Mortgage are for the convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise affect any of the terms hereof. C. Invalid Provisions to Affect No Others. If fulfillment of any provision hereof or any transaction related hereto or to the Note, at the time performance of such provisions shall be, due, shall involve transcending the limit of validity .prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision herein. contained operates or would prospectively operate to invalidate this Mortgage in whole or in part, then such clause or provision only shall be held for naught, as though not herein contained, and the remainder of .this Mortgage shall remain operative .and in full force and effect. Notwithstanding any provision contained herein, the total liability of Mortgagor for payment of interest, including service charges, penalties or any other fees pursuant to this Agreement, shall not exceed the maximum amount of such interest permitted by applicable law to be charged, and if any payments by Mortgagor include interest in excess of the maximum allowable amount then said excess shall be applied to the reduction of the unpaid Principal Amount due pursuant hereto. D. Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. E. Future Advances. (Any loan of money from Mortgagee to Mortgagor made from the date hereof). The total amount of the loan from Mortgagee to Mortgagor may decrease. or increase from time to time, but the total unpaid aggregate balance secured by this Mortgage at any one time shall not exceed $5,329,227.00, plus interest thereon and any disbursements made -for the payment of taxes, levies, insurance or other liens on the Premises, with interest on such disbursements. IV. A. Notice. -Any notice or other communication required or permitted .to be given hereunder shall be .sufficient if in writing and delivered in person or sent by United States Certified Mail, postage prepaid, to the parties being given such notice at the following addresses: MORTGAGOR: MBCDC NEPTUNE, LLC 945 Pennsylvania Avenue Miami Beach, FL 33139 Attention: Roberto Datorre MORTGAGEE: CITY OF MIAMI BEACH 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager to With a copy to: CITY OF MIAMI BEACH Office of Real Estate, Housing & Community Development CITY OF MIAMI BEACH 1700 Convention Center Drive. Miami Beach, Florida 33139 Attention: Director Any party may change said address by giving the other parties hereto notice of such change of address. Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless soorier received, shall be deemed received by the party. to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail, or if an courier system is used, on the date of delivery of the notice.. V. A. Assignment of Rents and Leases. As further security for payment of principal interest and other amounts due Mortgagee now or hereafter secured hereby, Mortgagor hereby transfers, assigns and sets over unto Mortgagee all leases, if any, now or hereafter entered into by Mortgagor with respect to all or any part of the Premises, and all. renewals, extensions,. subleases or assignments thereof, and all other written or oral occupancy agreements, by concession, license or otherwise, together with all of the rents, income, receipts, revenues, issues and profits arising there from. Mortgagee shall -have, in addition to all other rights and remedies hereunder, those rights of a mortgagee under Florida Statutes Section 697.07, as now or h"ereafter in effect. B. Security Agreement. This instrument also creates a security interest in any and all equipment and furnishings as are considered or determined to be personal property or fixtures, together with all replacements, substitutions, additions, products and proceeds thereof, in favor of the Mortgagee under the Florida Uniform Commercial Code to secure payment of principal, interest and other amounts due Mortgagee now or hereafter secured hereby, and Mortgagee shall also have all the rights and remedies of a secured party under the Florida Uniform Commercial Code, and without limitation upon or in derogation of the rights and remedies created and accorded to the Mortgagee by this Mortgage pursuant to the common law or any other laws of the State of Florida or any other jurisdiction, it being understood that the rights and remedies of Mortgagee under the Florida Uniform Commercial Code shall be cumulative and in addition to all other rights and remedies of Mortgagee arising. under the common law or any other laws of the State of Florida or any otherjurisdiction. C. Choice of Law. This Mortgage is to be construed in all respects and enforced according to the laws of the State of Florida. D. Binding Effect. This Mortgage shall be binding upon and inure to the benefit of the Mortgagor and Mortgagee hereto, and their respective heirs, successors and assigns. f:\attoWGURWGREEMEN71Nepfune Apt -Mortgage and Security Agreement (Final 5-18-10) (2).doc 11 IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed on the date first above written. WITNESSES: . ignature ~gQ~ ,~~~v~~ i1 cr Print Nar'~ie re Print N STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) MORTGAGOR: MBCDC: NEPTUNE, LLC, a Florida limited liability corporation By: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not for profit corporation, Managing Member By: `~~~ _ R ert Da e, President I The fo e ~ ing Mortgage and Security Agreement was acknowledged before me this day of , 2010, by Roberto Datorre, as President of Miami Beach Community Development Corpc~ tion, a Florida not-for-profit corporation, Managing Member of MBCDC: NEPTUNE, LLC, a' lorida limited liabi~ cory~pany. He is personally known to me or has produced Florida Driver's License No. .,,)>z'--1 ~C.~~,- ,~ L~ ~. as identification. NOTAitY i°UBLi~,-b'TATE OF iFY.Odt[DA ""~~`'~~~ ANNERIS M.I?~O Commission ~DD572550 ''•~a«~=~ Expires:JULY26,2(?l0 BOARDED THRU ATLAN77C BOND{NG CO. INC. ~. ..~ r , Na e: ~~~ i a . ~- ~~ Notary Public' ~' State of Florida at Large My commission expires:. ~~-~~~~L~/~} 12 EXHIBIT "A" LEGAL DESCRIPTION 1632 Meridian Avenue, Miami Beach, FL 33139 LEGAL DESCRIPTION (from survey): All of Neptune Beach, a Condominium, according to the Declaration of Condominium, recorded in Official Records Book 26765 at Page 4049, of the Public Records of Miami- - Dade County, Florida. A/K/A Lot 5, block 49, LINCOLN SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 9, Page 69, of the Public Records of MIAMI-DADE County, Florida.. MORTGAGE SUBORDINATION AGREEMENT This Subordination of Mortgage made and entered into this day of May, 2010 by and between MBCDC: NEPTUNE, LLC. (hereinafter referred to as "Mortgagor" or "Owner"), and the CITY OF MIAMI BEACH, a Florida municipal corporation (hereinafter referred to as "Second Mortgagee"), and INTERNATIONAL FINANCE BANK, a Florida banking corporation (the "First Mortgagee"). RECITALS A. WHEREAS, Second Mortgagee is the owner and holder of an existing mortgage from Owner, dated May 2010, and recorded in O.R. Book at Page of the Public Records of Miami Dade County, encumbering the real property and improvements thereon as more particularly described as (hereinafter, referred to as the "Existing Mortgage"): Lot 5, Block 49, of LINCOLN SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 9, Page 69, of the Public Records of Miami-Dade County, Florida (the "Property"); and B. WHEREAS, Owner/Mortgagor is executing a new first mortgage encumbering the Property, in favor. of First Mortgagee, in the principal amount of SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00), (hereinafter referred to as the "First Mortgage"); and D. WHEREAS, Mortgagor and First Mortgagee have requested that. Second Mortgagee subordinate its rights under the Existing Mortgage to the lien and priority of the First Mortgage, and Second Mortgagee has agreed to do so under the terms and conditions hereinafter set forth. NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable considerations, in hand paid, receipt of which is hereby acknowledged, the parties hereto do hereby agrees as follows: 1. The above recitals are true and correct and are hereby made a part of this Agreement. 2. ,Second Mortgagee agrees that the lien of the Existing Mortgage, from and after the date hereof, be inferior and subordinate to the lien of the First Mortgage provided, however, that: (a) Such subordination shall only be applicable to the original principal amount of the First Mortgage, to-wit: SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00), and not to any further additional advances made under or pursuant to the First Mortgage except to the extent the First Mortgagee advance monies in protection of the Property, such as for payment of insurance, taxes, late fees, reasonable attorney fees, or to maintain the priority of the lien of the First Mortgage, or such other charges or expenses as permitted under the First Mortgage documents. Page 1 of 4 (b) This Subordination. Agreement shall only be .applicable to the First Mortgage and will not be effective with respect to any modification thereto, nor as to any renewal or extension thereof, unless consented to by Second Mortgagee by .written document recorded in the Public Records of Miami-Dade County. 3. All notices required pursuant to this Subordination Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes when delivered by hand or three days. after mailing when sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below, or at such other address of which a party shall have notified the party giving such notice in writing. To Mortgagor/Owner: MBCDC: Neptune, LLC Attn. Roberto Datorre President 945 Pennsylvania Avenue Miami Beach, Florida, 33139 (305) 538-0090 With copies to: Law Office of Gerald K. Schwartz Attn. Gerald K. Schwartz 1691 Michigan' Ave. Suite 320 Miami Beach, Florida 333139 (305) 673-1101 To. Mortgagee To Second Mortgagee: International Finance Bank Attn. Luis Gonzalez Vice. President 888 Brickell Ave Suite 2400 Miami, Florida 33131 (305) 648-8874 City of Miami Beach Attn. Jorge M. Gonzalez Title: City Manager 1700 Convention Center Drive, 4th floor Miami Beach, Florida 33139 (305) 673-7010 With copies to. City of Miami Beach Attn. Anna Parekh Title: Director of Housing 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7000 Ext. 6471 Page 2 of 4 ~ 4. Except for subordination of the lien of the Existing Mortgage in the manner specified herein, all of the terms; conditions and provisions thereof and for the Existing Mortgage shall remain unchanged and in full force and effect. 5. This Agreement shall be recorded in the Public Records of Miami-Dade County, Florida and .shall binding upon the successors and assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first above written. Signed, sealed and delivered in the presence of: ----.~- Print Name MORTGAGOR/OWNER: MBCDC: NEPTUNE, LLC a Florida limited liability company ~G /~R-~/u~=~f' y Print Name STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) By: MIAMI BEACH DEVELOPMENT CORPORATION, INC., a Florida corporation Managing Member I~OihertS•Datorre, President The foregoing instrument was acknowledged before me this day of May, 2010, by Roberto Datorre as President of MIAMI BEACH DEVELOPMENT CORPORATION, INC., a Florida Corporation, :Managing Member of MBCD_ C: PTUNE, LLC a Florida limited liability co~an~ The above named individual - 's ~ ersonally known to me or has produced -~' - ~-f~J~~ ~ (,~ c'. as identification. ~~e' (Notary Seal) r--~~-' ~ '~"° No~ary P ` c NOTARY PUBLii.STATIE OF ~E~9RIYDA ~' ~ :'~'"" "~'•: ANNEItYS M, DIEG® ~'~ Print N e Commission #DD572550 '•;';,,v„~'•` Expins:JULY26,2010 BOARDED'rHRU ATLAN77C BONDING CO. (NC. Page 3 of 4 FIRST MORTGAGEE: INTERNATIONAL FINANCE BANK, Print Name a Florida banking corporation By: Print Name Luis Gonzalez, Vice President STATE OF FLORIDA ) - .. - )SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of May, 2010, by Luis Gonzalez, as Vice President of INTERNATIONAL FINANCE BANK, a Florida banking corporation, on behalf of the corporation. The above named individual is personally known to me or has produced as identification. .SECOND MORTGAGEE: ~... CITY OF MIAMI BEACH Print Name ~GIL~/?~ CJ1~t TE/15' a Florida municipal corporation ~I ~ , ~- Print am ~~~.{ :I• ~~d: oti.._ By: s J ~~~,d ~~~~~ Print Name and Title ~-~"+~ I-~i runt ~~~ STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this - ~;%' day of May, 2010, by ~~ ~~A~ as Ci ~TI ~~A ~~of CITY OF MIAMI BEACH, a Flo ida municipal corporation. The bove named individual ~ is personally known to me or rv as produced 1 /~ as identification. ~, i`~~ (Notary Seal) APPROVED AS TO FORM NGUAGE & Fn ELUTION %~' 5 - ZJ~-(~J .~ ___.r .",,,, Guadalupe C. Ramos +,`}„j11` ~~ C~zrmission # Dp807512 Page 4 of 4 . ar~~rx~xup~'rtnrrr~csoxnPu~c$co Onlva .~, HUD-1 U.S. Department of Housing A. Settlement Statement and Urban Development OMB No. 2502-0265 6. Type of Loan L FHA Q 2. FmHA . ~ 3. Conv. Unins. 6. File Number 7. Loan Number 8: Mortg. Ins. Case Num. 4. V.A. (~ 5. Conv. Ins. DA-0935-06 ID: C. NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and'by ttie settlement agent are shown.,ltems marked"(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. NAME OF BORROWER: MBCDC; Neptune, LLC., a Florida limited liability company Address df Borrower: 945 Penhsytvania Avenue ,Miami Beach,. Florida 33139 E. NAME OF SELLER: Pinetree Partners, LLC., a Colorado limited liability company Address of Seller. 999 Washington Avenue ,Miami Beach,. Florida 33139 TIN: F. NAME OF LENDER: Internatiohal Finance Bank Address of Lender: 888 Brickell Avenue, Miami, Florida 33131 G. PROPERTY LOCATION: 1632 Meridian Avenue ,Miami Beach, Florida 33139 H. SETTLEMENT AGENT: Gerald K. Schwartz, P.A. TIN; 26-2582997 .Place of Settlement: 1691 Michigan Avenue ,Suite 320, Miami Beach, Florida 33139 Phone: 305-673-1101 I. SETTLEMENT DATE: 5/26!10 DISBURSEMENT DATE: 5/26110 .A - rr .. - 101. Contract sales price ,657,850.00 u, .,i 401. Contract sales price ,657,850.00 102. Personatproperty 402. Personal property 103: Settlement charges to borrower (Line 1400) _ 381,014.81 403. 104. 404. 105. _ .. 405. 106. City/towmtaxes 406. Cityltown taxes 107: County taxes 407. County taxes 108. Assessments 408: Assessments - 109. _ ` 409. ....... 110. 410.. 111. 411. 112. 412. 120. Gross amount due'from'borrower: rr 6 038,864.81 420. Gross amouritdue to seller. ri 5,657,850.00 201. Deposit or earnest money 5,000.00 501. Excess deposit (see instructions). 202. Principal ambuntof new loan(s) 700,000.00 502. Settlement charges to seller (line 1400) 520,479:98 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. Principal amount of second mortgage 5,329,227.00 504. Payoff of firstmortgage loan 205. NSP $4,679,227 00 505. 206. HOME $650,000.00 506. Deposits held by seller .207. Principal amt df mortgage held by seller ~ 507. Principal amt of mortgage held by seller 208: Dep.$3,123,10 by MBCDC to be reim, by CMB - 508. Water Escrow 1,000.00 209. _ 509.. 210. 510. 21.1. 2009 RE Tax from 01/01%10 to 05!26/10 4,637.81 511. 2009 RE Tax from 01!01110 to 05/26/10 4,637.81 __ .. 212. less $10000.00 512. less $10000.00 213. .- _ _ _ 513. 214.. 514. 215. 515. 216. - 516. 217_ 517. __ 218. 518. 219.. _ 519. 220. Total paid by/forborrower. rr - 6,038,864.81 520: Total reductlohs in amount due seller: :ri - 526,117.79 301. Gross amount duefrom borrower (lihe 120) 6,038,864.81 60A. Gross amount due4o seller (line 420) 5,657,850:00 302: Less amount aid b /for the borrower p y (line 220) (6,038,864'.81) 602. Less total reductions in amount due seller (line 520) (526,117.79) 303: Cash ( ^ From ~ To )Borrower. 0:00 603. Cash (~/ To ^ From )Seller. 5,131,732.21 Substitute Form 1099 Seller Statement: The information contained in blocks E, G, H, and I and on line 401 is important tax information and is being furnished to the1RS. If you are required to file a return, a negligence penalty orother sanction will be imposed on you if tfiis item is required4o be reported and the IRSdetermines that it has notbeen reported. Sellerinstructions: 1f this real estate was yourprincipal residence, file Form 2119; Sale or Exchange of Priricipa6Residence, for any gain, with your lax return; forother transactions, complete the applicable parts of Form 4797, Form 6262 and/or Schedule D (Form 1040).: Borrower's Initial Seller's Initials DoubleTlme® HUD-1 U. S. Deparfmentof Housing A. Setttement Statement and Urban Development OMB No. 2502-0265 B. Type of Loan G 1: FHA G 2. FmHA ~ 3. Conv. Unins. 6. Pile Number 7. Loan Number 8. Moitg. lns. Case Num. Q 4. V.A. C 5. Conv: Ins. I DA-0935-06 I ID: C. NOTE: This form is furnishedto give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked."(p.o.cJ" were paid outside the closing; they are showh here for informationaPpurposes and are not indluded in the totals. D. NAME-0F BORROWER: MBCDC; Neptune, PLC., a Florida limited liability company Address of Borrower:. 945 Pennsylvania Avenue , Miami`Beach, Florida33139 E_. NAME OF SELLER: PiheGee Partners, LLC., a Colorado limited liability company Address of Seller: 999 Washington Avenue ,Miami Beach, Floritla 33139 TIN: F. NAME OF LENDER: International Finance8ank :Address of Lender: 888Brickell Avenue, Miami, Florida 33131 ~ - G. PROPERTY LOCATIONi 1632 Meridian Avenue ,Miami Beach. Florida 33139 N. SETTLEMENT AGENT:. ' Gerald K: Schwartz, P.A. TIN: 26-2582997 Place of Settlemeht: 1697 Michigan Avenue ,Suite 320, Miami Beach, Florida 33139 Phone: 305-673-1101 I. SETTLEMENT DATE: 5/26!10 DISBURSEMENTDATE: 5/26110 r i,~rlnS~• ~7• - - '.. r. r ... y. - 1`rfrrir ,n•1..c- -- n.,, ... _ 101. Contract sales price - 5,657,850:00 401. Contract safes. price 5,657,850.00 102.Personat property ~ - 402. Personal property 103. Setlement charges to borrower (Line 1400) 361,014.81 403. 104...... .. _ : 404. - - - - ._ _ - _ - 105. 405.... - - t.:. - : ;. - ~ ~ ~ , : ; ..:r= = 106. CitYllowitlaxes - 406. City/town taxes - ~- ~ 107..County taxes ~ - 407. County taxes - 108. Assessments - - 408. Assessments - 109. _ 409. 110. . : 410.- .. - - .... -. 111. '. .. .411. - - - 112. " 412. ..:: 120. Gross amount tlue from borrower. .,. , r ..-.~ 201.,Deposii or earnest money ~ ~ 6,038,864.81 ,000.00 420. Gross amount due to seller. :-. .-~. r, .:, ~..... rr.. - .._ 501.. Excess deposit (see insfructionsy 5,657,850.00 :.. 202. Principal amount of new loan(s) 700,000:00 502. Settlement charges to seller (line 1400) 518;043.98 203. Existingban(s) taken subject to ~ , ~ - 503. Existing loan(s)laken subject to 204. Principal amount of second mortgage... - ~. 5,329,227.00 504. Payoff of first mortgage loan - 205. NSF $4,679,227.00 : ~ 505; ' -" - -_ 206. HOME 5650,000.00 - - - - 506. Deposits heldbyseller _ ~ ~ - 207. Princrpal amt of mortgage held byseller - ~ ~ -. -507: Principal amt of mortgageheld byseller 208.Dep.53,123.10by MBCDC to~be reim, by~CMB , . 508.Water Escrow 1,000.00 209. - ~ : . _.. 509.. •r. . : ~ r.' -. ._ .-. . 210. - b10: '211. 2009 RE Tax from 01/01/10 to 05/26fl0 ~ - ~ ~ - 4,637.81 51.1. 2009-RE Tax from Ot/Ot/10 to 05/26/10 .4,637.81 212. less 510000,00 , _ - ~ -- 512, less 510000:00 - -~ 213.. _ 513. 214. _. -.. .. _ 514. _. _... ... ... - 215. . _ - 515. 216. _- _ _ 516. _,..._.. 217. - .. .. 517. - 218: __ - -. ... - .. - . .. 516. _ _.. 219: 519. 220. Total,Faid bylfor borrower. ;t 11'.'y- )3_ - - . i .~... '%• a ._ :. .a~u 6,038,864.81 ''.•" - . _... 520. To. ~ta~f're~ductions in amount due setter t,. r r'),a:C3LlG.LCj - - -. .',..., w c...__t _ 523,661.79 _ ,.. - 30t. Gross amount due from tiomower (line 120) 6,038,864.81 601. Gross amount tlue to seller (line 420) - 5.657.850,00 302. Less amount paidbyltor the borrower - ~ ~ ~ (line 220) (6,038,864.81) 602. Less total reductions in-amouhf-due seller (523,681.79) (line 520) 303. Cash ( ^ From ~ To )Borrower: ~ 0.00 603. Cash { [~ To ^ From j Setter. 5;134,468.21' Substitute Form 1099 Seller Statement: The information contained in blocks E,-G, ~H, and I andon Iihe 401 is important tax information and' is being furnished to the IRS. If you are required to file a return, a negligence penalty orother sahctiorcwillbe imposed.onyou i/this item is required to be reportedahd the IRS determines that it has hot been reported. Sellerinstructions: It this reafestatewas your prihcipal residence, file Form 2119, Sale orExchangebf PrincipalResidence, for any gain, with your tax return; for other transactions, complete the applicable parts of Forn 4797, Form 6267 andlor Schedule D (Form 1040). Borrower's Initials Sellers Initial(s):.. -mss DoubleTimeO • HUD-1 IIA r9anartmonf of Hnucinn aM I IrV~an RnvehnmcM - ~ lA -1 ~ ~ ~ 700. Total SalesBrokers Com. posed on price. $5,657,850.00 @ %. '' '< ' ~' ~ ° 196,089:00. Paid from Borrower's Paid from Seller's 701. 84,507.00 % to Beachfront Realty,lhc, Funds at l me S t Funds at t 702. 111,582.00 %tp SusanFredel - e t e nC Set lement 703 Commission aid at settlement _ 196,089'00 704. to 801. Loah origination fee 1.0000 % to international Finance Bank _ 7,000:00 _ _ 802, Loan discount % to 803. Interest Reserves - to International Finance Bank 22,750.00 804. Processing Fee. to IhterhaUOnal Finance Bank 500.00 805. Underwriting Fee to Intemational Finance Barik 500.00 806. Flood Certification Fee _ to LPS National Flood 25.00 807. Tax Service Fee to Intemational Finance Bank 25.00 808. Document Preparation Fee to-Carlos Garcia,PA 1,500:00 809. Misc. Costs & Fees to Carlos Garcia,PA 250.00 810. LendePs Attorney's Fee to Carlos Garcia,PA 7,500.00 811. Courier Fee '10 -n - - to Carlos Garcia;PA -o •o 150.00 901. Interest from to /da 902. Mortgage insurance premium for months to 903. Hazard insuraricepremium for years to 904. Flood insurandepremiurn for T years ro Brown and Brown Insurance 2;500.00 .905. Builder's Risk 1 004 - - 1 - 1001. Hazard insurance _ ,years to Brown and Brown Insurance ~ months @ - '• - ~e per month 5,000:00 1002. Mortgage insurance ~ months @ per month .1003. City property taxes ~ months.@ per month 1004. County property taxes months @ per month 1005. Annual assessments months @ per month 1006. Flood insurance months @, per month 1007. X-WIND _ months . -. @, pe~mohth 1008: Wind months.@' per month 1009. Aggregate accounting adjustment a `1101. Settlement or closing fee „ to., Gerald K. Schwartz, P.A. 550:00 1102. Abstract or titlesearch to Gerald K Schwartz, P.A. 250.00 1103. Title examination to '1104. Title insurance tiihder ..._ . _ • to 1105. IFB Loan Closing and review Fee to Gerald K. Schwartz, P.A. 2,500.00 1106: Notary fees to 1107. Attorney'aFees to Gerald K. Schwartz, P.A. 9400.00 20,099.61 (includes above item numbers: ) _ v..... 1108. Title Insurance to Old Republic Nat. TitlelGerald K. Schwartz 17,440.93 (includesabove item numbers: ) 1109. Lehder's coverage (Premium):.. $700,000:00!$5,329,227.00{$885 65) 1110. Owner's covera a Premium : - $5,657,850:00 ($16,555.28) 1111. Endorse. 4:135;8.1-25;F9-1,658.03 1,708.03 1112. Administration Fee _ to.GeraldK. Schwartz, P.A. _ 350.00 1113. Storage /Courier / Federal Express and to Gerald K. Schwartz, P.A: 1201. Recordingiees Deed $18.50 Mortgage(s),. $598:00 Releases $258.00 125.00 616.50 258.00 .1202. City/countytaxlstamps Deed $25,460.55' Mortgage(s) $1,400.00 1,400.00 25,460.55 1203. State tax stamps Deed 533,947.40 Mortgage(s) $21,102.55 21,102.55 33,947.40 .1204. Record Notification of Terminatidn to Clerk of Court Miami-Dade 27:00 1205. Record Releases •• er. • to Clerk of Court Miami-Dade -. . _ _ 200.00 1301'. Survey to Mojarena & Associates, Inc. 1,800.00 1302. to 1303. 2010 Reproration Tax Escrow ~ to .~... ... ~ - 10,000.00 1304. Lien Search to 'Florida Property Search 620.00 .1305. 2009 RE Taxes through MayB1, 2010 to Miami Dade County Tax Collector 36,594.54 1306.. Attorney's f=ee to Renee Smith,. PA _ 63,000.00 1307.'Document Preparation Fee to Renee Smith, PA 1308. General Liability Ins. to Brown anii Brown Insurance 2,500.00 1309. Additional expenses (See Attached Addendum) 263,122:19 151,597.49 '°, - - - - .Enter do lines 103 Section Jand 502:Section K~___, ___ _ 381,014:81 518,043.98 Borrower's Initial(s): ~ Seller's Initial(s): DoubleTlme® HUD-1 I 1 S flon~nmune...r Nn„o~~:... - - -- •° I°~ na;'al ,~Fd=__.n~'}wu,~tae ..:•.,..~.-~ ~ '-' a c .-.. - .:. '` '- ~' ~~r ~f'r~' -- Paid f om rage t P i f 700. Total Sales/Brokers Com, based on price $5,657 850:00 @ /, _ 196,089 00 r Borrower's a rom d Sellers 701. 84;507.00 % to Beachfront Realty, Ina Funds at Funds at .702. 111,582.00 - - % to Susan Fredel Settlement Settlement 703. Commission aid at settlement - - 196,089.00 704. to..- ae~.4i.:i:illlt~--.~ 1 .if:r,, alf~r>,1.:-.: +r.:s,-.r"::. _: ~. ~'- -,:~~-ncx-I(Ndc~ar: , ~ ., .-.> < ._.'r.:.:T 601. loan onginatwn fee 1.0000 % to lniernational Finance Bank 7,000.00 802. Loan discount °,6 to 803. Interest Reserves to International Finance Bank 22,750.00 804. Processing Fee to International Finance Bank 500.00 805. Underwriting Fee to International Finance Bank 500.00 806, Flood Certification Fee to LPS NationatFlood 25.00 807. Tax Service Fee to International Finance Bank 25.00 808. Document Preparation Fee to Carlos Garcia,PA 1,500:00 609: Misc. Costs 8 Fees to Carlos Garcia,PA 250.00 810. Lender's Attorney's,Fee - to Caros Garcia,PA ~~ - - ~ - 7,500.00 811. CourierFee to Caros GarCia,PA a 1 t I r _ > ~~ ~ Tl at~1 7t.~ t(tf A..:I~l}t h..Y w..~p .. Fem. ~SF.hs SJ?. 'h :. ~~ vs • >uv. 191 ~ Tao- 150.00 g., .,`5Y2'4d 901. Interest from to /da 902. Mortgage insurance premium for months.to - - - 903. Hazard insurance premium for years to 904. Flood insurance premium for 1 years to Brown arid Brown Insurance 2,500,00 905. Builder's Risk 1 years to Brown and Brown Insurance ~ ~ - _ . ... .. 5,000 00 ..,:. .1001. Hazard insurance monNs @ per month _ 1002. Mortgage insurance -months @ per month 1003. Citgproperty taxes months @ per month 1004. County property fazes months @ permonth 1005. Annual assessments months @ per month 1006. Floodinsurance months @ permonth 1007. X-WIND - montFis - - @ per month 1008.Wind - months - @ per month - 1009: Aggregate accounting adjustmenf - - - ~ - .._ a... ,:.:. -~.-.. t>L L~~i'0 .:J _s Ut" ^ . .fu1.~::;."f.N' ~ s 1101 Settlement or closing fee to Gerald K Schwartz, P.A. 550.00 1102. Abstractor titlesearch to Gerald K. Schwartz, P.A. - - 250.00 1103. Title examination to - - - 1104, Title insurancebinder ~ to - - - ~ -- 1105. IFB Laan Closing and review Fee to Gerald K. Schwartz, P.A. 2,500.00 1106. Notary tees to - - ~~ 1107. Attorney's Fees to Gerald K. Schwartz, P.A. ~ 9400:00 20;099.61 (includes above item numbers: - - - - ) " ~-- -- _ _. ( -- -, ,.., _ 1108. Title Insurance to Old Republic Nat. Title/Gerald K. Sc_ hwartz - -- (includes above item numbers: ~ -- - -- - -_ 1109. Lender's coverage (Premium): _ $700,000.00/$5,329,227.00($885.65) ~ - u~ ~ ~ .:. 1110. Owner's covers a (Premium); $5;657,850.00 ($16,555.28) ~ _ ; _ ~,-_. _, .. 1111. Endorse: 4.1-25;8.1-25;F9-1,658.03 - ~~ 1,708.03 1112. Administration Fee to Gerald K. Schwartz, P.A. - 350.00 1173: Storage /Courier /Federal Express and to Gerald K. Schwartz, P.A. a o •~ . s!r} r,'ir ; tirt S .II. ; :T~ ~ ,r;, :. t> . _ w _ _ :r.~, ,.~.,. - 12500 ^+ztii?.^TMC ~w __. ;~e:w:a^4-sa 4.c+;:s .., ;. 1201. Recordingiees Deetl $1t3.50 Mortgage(s). $598:00 Releases $25800' 616.50 258.00 1202. City/county taxlstamps Deed $25,460.55 Mortgage(s) $1,400.00, _ 1,400.00 25,460.55 1203.5tate tax/stamps ~ Deed $33,947 d0 -Mortgage(s). $21,102:55 _ ~ ~ 21,102.55 33,947.x0 1204. Record Notification of Termination _ to Clerk oPCourt Miami-Dade 27.00 1205., Record Releases ~ to Clerk of Court Miami-Dade ~ .„~F..- ..._ .. -., -, ...., r- - .•>.~•.-. ca xld ray c.or - ..., ... ~ 200:00 ;,. 1301. Survey - to Mojarena.BAssociates, Inc. 1,800.00 - 1302. to - 1303. 2010 Reproration Tax Escrow to - - _ - - - - - - _ - _ 10,000.00 1304. Lien Search ~ to Florida Property Search 620.00 1305.-2009 RE Taxesthrough.May 31, 2010 to Miami Dade County Tax Collector 36,594.54 ... ., . 1306. Attorney's Fee to Renee Smith, PA - 63,000.00 .1307. Document Preparation Fee _toRenee Smith,.PA - - .7308. Generaltiability Ins. ~ - .. to Brownand Brownlnsurance ~ 2,500.00 ~' 7309. Additional expenses (See Attached Addendum) - - 263.122.19 151,597.49, Enteron lines 103 Section J and 502 Section-K - ~ - 387,014.81 518,043.98 Borrower'sInitial(s)[ Sellers Initial(s): /,~ --~ - - ~ .- - DoubleTimeO HUD-1 SETTLEMENT STATEMENT ADDENDUM FILE NUMBER: DA-0935-06 _ _ NAME OF BORROWER: _ MBCDC; Neptune, LLC., a Florida limited liability company Addressdf Borrower: 945 Pennsylvania Avenue, Miami Beach, Florida 33139 NAME OF SELLER:. Pinetree Partners, LLC., a Coloradodimited liability company Address of8eller: 999 Washington Avenue ,Miami Beach, Florida 33139 NAME OF LENDER: International Finance Bank Address of Lender: 888 BrickellAvenue, Miami, Florida 33131 PROPERTY LOCATION: 1632 Meridian Avenue ,Miami Beach, Florida 33139 SETTLEMENT AGENT: Gerald K. Schwartz, P.A. .Place of Settlement: 1691 Michigan Avenue ,Suite 320, Miami Beach, Florida 33139 SETTLEMENT DATE:. 5!26/10 .DISBURSEMENT DATE: 5/26/10 Itemization of Additional HUD Line Items Description. Pavee Bo~rowec POC Seller POC Borrower .Seller Claim of Lien O: R. Book 27264-4558 YahP Consultant, PA.GO Cede Davis 13317.60 Windstorm Brown and Brown Insurance 17000.00 CMB LENDER HOLDBACK City of Miami Beach -0 246122.19 Open Permits{City of Miami Beach) City of Miami Beach 1893.20' Gerald K. Schwartz, P.A. p Claim of Liens Payoffs City df Miami Beach 3658.30 Claim of Lien O.R. Book 27058-0719 Cardell Fire Protection, Inc. 3786D.00 .Claim of Lien O.R. Book 26991-3563 Charinin Mechanical, LLC 38730.00 Claim df Lieri O.R. Book 27262-3434 Century Builders, ino 56138.39 " Total HUD Line 1309 Expense: 0:00 0.00 263,122.19 151,597.49 i This-addendum is attached to a HUD-1 Settlement Statement executed by the aforementioned parties and is attached. to said HUD Statement for the purpose of itemizing expenses reflected on line 1309 of page 2 thereof. Borrower's Initials : Seller'slnitial(s): DoubleTime® HUD-1 SETTLEMENT STATEMENT ADDENDUM FILE NUMBER: DA-0935-06 NAME OF BORROWER: MBCDC; Neptune, LLC., a Florida limited liability company Address of Borrower: 945 Pennsylvania Avenue ,Miami Beach, Florda 33139 NAME OF SELLER: PiheVee Partners, LLC., a Colorado Iimitediiability company Address di Setter. 999 Washington Avenue ,Miami Beach, Florida 33139 NAME OF LENDER: International Finance Bank Address of Lender: 888 Brickell Avenue, Miami, Florida 33131 PROPERTY LOCATION: 1632~Meridian Avenue ,Miami Beach, Florida 33139 SETTLEMENT AGENT: Gerald K. Schwartz, P.A. Place of Settlement: - 1691.MichigaoAvenue ,Suite 32QMiamiBeach, Florida 33139 SETTLEMENT DATE: 5/26/10 DISBURSEMENT DATE: 5/26/10 Itemization of Additional LdUD Line Items Description P.avee Borrower POC Seller POC Bonower Seller Claim of Lien O.R. Book 27264-4558 Vahr Consultant, PA c/o Cede Davis 13317.60 Wintlslorm ~ Brown and Brown Insurance 17000.00 CMB'LENDER HOLDBACK Cify ot.Miami Beach 0 246122:19 Open Permits (City of Miami Beach) City. of Miami Beach, 1893.20 Gerald K. Schwartz, P.A. 0 Claim of Liens Payoffs City of Miami Beach 3658.30 Claim of Lien O.R. Book 27058-0719 CardellFire Protection, Inc.. ~ 37860.00 Claim of Lien-0'R: Book 26991-356& Channin Mechanical, LLC 38730:00 Claim oflien O: R. Book 27262-3434 Century Buikters,lnc 56138.39 Total HUD'Line 7309 Expense: 0.00 0.00 263,122,19 151,597.49 This addendum is attached to a HUD-1 Settlement Statement executed by the aforementioned parties and is attached to said HUD Statement for the purpose of itemizing expenses reflected on line 1309 of page 2 thereof. Borrower's Initial(s) Seller's Ih ial(s): il v ^ ~ "~ DoubleTime® HUD-1 SETTLEMENT STATEMENT ADDENDUM FileNumber: DA-0935-06 I have carefully reviewed the HUD-1 Settlement StatemenYand to the best of my knowledge and belief, it is a true and accurate statement ofall receipts and disbursements made on my account orby mein this transaction. further certify thaYl have received a copy of the HUD-1 Settlement Statement. ~ Borrower(s) MBCDC; NEPTUNE, LLC. . a Florida limited liability company By: Miami Beach Community Development Corporation, Inc. its Managing Member By; rt Da =re President (Corporate 8ea1) Seller(s). Pinetree Partner LLC., c/o Renee M. Smith, PA By: Managing Member Settlement Agent The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. 1 have caused or will cause the funds to be disbursed in accordance with this statement. Gerald K. Schcaartz; P.A. ~ ~~ //T~'.~" Date: ~~/Ti Z.C~ L~ V WARNING: It is a crime to knowingly make false statements to the United`States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 .and Section 1010, i HUD-1 SETTLEMENT STATEMENT ADDENDUM File Number: DA-0935-06 I have carefully reviewed'the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. Borrower(s) MBCDC; NEPTUNE., LLC. a Florida limited liability company By; Miami Beadh Community Development Corporation, Inc.. its Managing Member By: Robert Datorre - ~ -- - - President .(Corporate Seal) Seller(s) Pinetree Partner LLC., c/o Renee M. Smith,. PA Managing Member _ ' - '.. _. Settlement Agent The HUD-1 Settlement Statement which 1 have prepared is a true and accurate account of this transaction. d have caused or will cause the funds to be disbursed in accordance with this statement.. Gerald K. Schwartz, P.A. BY~ Date.: I t i i i I j i WARNING`. It is a crime to knowingly-make false statements to the United States on this or any other similar form. Penalties upon conviction. can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. uouo~e ~ ~mee HUD-1 U.S. Department of Housing A. Settlement Statement and Urban Development OMB No. 2502-0265 B. Type of loan 1. FHA ~ 2. FmHA ~ 3. Conv. Unins. 6. File Number Z. Loan Number 8. Mortg. Ins. Case Num. DA-0935-06 ' 0 4. V.A,_. ~ 5. Conv. Ins. ID: C. NOTE:This form is furnished to give you a statement of actual settlement costs. Amounts paid to and;by the settlement agent are shown. Items marked "(p:o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. NAME OF BORROWER: MBCDC; Neptune, LLC., a Florida limited liability company Address of Borrower: 945 PennsylvaniaAvenue~, Miami Beach, Florida 33139 E. NAME OF SELLER: Pinetree Partners, LLC., a Colorado limited liability company Address of Seller: 999 Washington Avenue ,Miami Beach, Florida 33139 TIN: F. NAME OF LENDER: International Finance Bank Address of Lender: 888 BrickellAvenue, Miami, Florida 33131 G. PROPERTY LOCATION: 1632 Meridian Avenue ,Miami Beach, Florida 33139 ' H. SETTLEMENT AGENT: Gerald K. Schwartz, P.A. TIN: 26-2582997 Place of Settlement: 1691 Michigan Avenue ,Suite 320, Miami Beach, Florida 33139 Phone: 305-673-1101 I. SETTLEMENT DATE: 5/26/10 DISBURSEMENT DATE: 5/26/10 J. Summa of borrower's transaction K.'Summa of seller's transaction 100. Gross amount due from borrower: 400. Gross amount due to seller: 101. Contract sales price 5,657,850.00 401. Contract sales price ~ 5,657,850.00 1D2. Personal property 402. Personal property 103. Settlement charges to borrower (Line 1400) 381,014.81 403. 1.04. 404. 105. 405. Ad'ustments for items aid b seller in advance: Ad'ustments for items aid b seller in advance: 106. City/town taxes 406. City/town taxes 107. County taxes 407..County taxes 108. As'se~sments '408. Assessments 109. 409. 1Y0. ~ 410. 111. 411. 112. 412. 120. Gross amount due from borrower: 6,038,864.81 420. Gross amount due to seller: 5,657,850.00 200. Amounts aid or in behalf of borrower: 500. Reductions in amount due to seller: 201. Deposit or earnest money 5,000.00 501. Excess deposit (see instructions) 202. Principal amount of new loan(s) 700,000.00 502. Settlement charges to seller (line 1400) 520,479.98_ 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. Principal amount of second mortgage 5,329,227.00 504. Payoff of first mortgage loan 205. NSP $4,679,222.00 505. 206. HOME $650,000.00 506. Deposits held by seller 207. Principal amt of mortgage held by seller 507. Principal amt of mortgage held by seller 208. Dep.$3,123.10 by MBCDC to be reim, by CMB 508. Water Escrow 1,000.00 209. 509. Ad'ustments for items un aid b seller: Ad'ustments for items un aid b seller: 210. 510. 211.20 9;RE Tax from 01/01/10 to 05/26/10 4,637.81 511. 2009 RE Tax from 01!01/10 to 05/26/10 4,637.81 212. less $T-0000.00 512. less $10000.00 213 • 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. To~alpaid by/for borrower: 6,038,864.81 520. Total reductions in amount due seller: 526,117.79 300. Cash at settlement from/to borrower: 600. Cash at settlement to/from seller: 301. Gross amount due from borrower (line 120} 6,038,864.81 601. Gross amount due to seller (line 420) 5,657,850.00 302. Less amount paid by/for the borrower (line 220) (6,038,864.81) 602. Less total reductions in amount due seller (line 520) (526,117.79) 303. Cash ( ^ From ~ To .)Borrower. 0.00 603. Cash ( ^/ To ~ From )Seller: 5,131,732.21. Substitute~Form 1099 Seller Statement: The information contained in blocks E, G; H, and I and on line 401 is important tax information and is being furnished to the IRS. If you are required to file a return, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the IRS determines that it has not been reported. Seller Instructions: If this real estate was your principal residence, file Form 2119, Sale or Exchange of Principal Residence, for any gain, with your tax return; for other transactions, complete the applicable parts of Form 4797, Form 6262 and/or Schedule D (Form 1040). j ~. DoubleTime® HUD-1 U.S. Department of Housing and Urban Development Page 2 L. Settlement char- es Borrower POCSeller POC paid from Paid from 700. Total Sales/Brokers Com. based on price $5,657,850.00 @ % = 197,775.00 Borrower's Seller's 701. 85,350.00 % to Beachfront Realty, lnc. Funds at Settlement Funds at Settlement 702. 112,425:00 % to Susan Fredel 703. Commission aid at settlement 197,775.00 704_ to 800. Items a able in connection with loan: Borrower POCSeller POC 801. Loan origination fee 1.0000 % to International Finance Bank 7,000.00 .802. Loan discount % to 803. Interest Reserves to International Finance Bank ~ 22,750.00 804. Processing Fee to International Finance Bank 500.00 805. Underwriting Fee to International Finance Bank 500.00 806. Flood Certification Fee to LPS National Flood 25.00 807. Tax Service Fee to International Finance Bank 25.00 808. Document Preparation Fee to Carlos Garcia,PA 1,500.00 809. Misc: Costs & Fees to Carios Garcia,PA 250.00 810. Lender's Attorney's Fee to Carlos Garcia,PA 7,500.00 811. Courier Fee to Carlos Garcia,PA 150.00 900. Items re wired b lender to be aid in advance: Borrower POCSeller POC 901. Interest from to @ /day 902. Mortgage insurance premium for months to 903. Hazard insurance premium for years to 904. Flood insurance premium for 1 years to Brown and Brown Insurance 2,500.00 905. Builder's Risk 1 years to Brown and Brown Insurance 5,000.00 4-000. Reserves de osited with lender. Borrower POCSeller POC 1001. Hazard insurance months @ per month Y002. Mortgage insurance months @ per month 1003. City property taxes months @ per month 1004. County property taxes months @ per month 1005. Annual assessments months @ per month 1006. Flood insurance months @ per month 1007. XrWJND months @ per month 1008. Wind months @ per month t-009. Aggregate accounting adjustment 1100. Title char es: Borrower POCSeller POC 1101. Settlement or closing fee to Gerald K. Schwartz, P.A. 550.00 1102.. Abstract or title search to Gerald K. Schwartz, P.A. 250.00 1103. Title examination to 1104. Title insurance binder to 1105. IFB Loan Closing and review Fee to Gerald K. Schwartz, P.A. 2,500.00 1106. Notary fees to 1107. Attorney's Fees to Gerald K. Schwartz, P.A. 9400.00 20,099.61 (includes above item .numbers: ) '1108. Title Insurance to Old Republic Nat. Title/Gerald K. Schwartz 17,440.93 (includes above item numbers: ) 1109. Lender's coverage (Premium): $700,000.00/$5,329,227.00 ($885.65) 1110. Owner's coverage (Premium): $5,657,850.00 ($16,555.28) 111 Y.. Endorse: 4.1-25;8.1-25;F9-1,658.03 1,708.03 1112. A~iinrnistration Fee to Gerald K. Schwartz, P.A. 350.00 1113. Storage /Courier /Federal Express and to Gerald K. Schwartz, P.A. 125.00 1200. Government recordin and transfer char es: 1201. Recording fees Deed $18.50 Mortgage(s) $598.00 Releases $258.00 616.50 258.00 1202. City/county tax/stamps Deed $25,460.55 Mortgage(s) $1,400.00 ~ 1,400.00 25,460.55 .1203. State tax/stamps Deed $33,947.40 Mortgage(s) $21,102.55 21,102.55 33,947.40 1,204. Record Notification of Termination to Clerk of Court Miami-Dade 27.00 1205. Record Releases to Clerk of Court Miami-Dade 200.00 1300. Additional settlement char es:- Borrower POCSeller PoC 1301. Survey to Mojarena &Associates, Inc. 1,800.00 1302. to l 1303. 2010 Reproration Tax Escrow to 10,000.00 .1304. Lien Search to Florida Property Search 620.00 1305. 2009 RE Taxes through May 31, 2010 to 'Miami Dade County Tax Collector 36,594.54 1306. Attorney's Fee to Renee Smith, PA 63,000.00 1307. Document Preparation Fee to Renee Smith, PA 750.00 1308. General Liability ins. to Brown and Brown Insurance 2,500.00 1309. A d~tional expenses (See Attached Addendum) 263,122.19 151,597.49 1400: Total settlement charges: Enter on.lines 103 Section J and 502, Section K 381,014.81 520,479.98 f •'.{. S Dou IeTime® HUD-1 SETTLEMENT STATEMENT ~ ADDENDUM FILE NUMBER: DA-0935-06 NAME OF BORROWER: MBCDC; Neptune, LLC., a Florida limited liability company Address of Borrower: 945 Pennsylvania Avenue ,Miami Beach, Florida 33139 NAME OF SELLER: Pinetree Partners, LLC., a Colorado limited liability company ~ Address of Seller: 999 Washington Avenue ,Miami Beach, Florida 33139 ; NAME OF LENDER: International Finance Bank Address of Lender: 888 Brickell Avenue, Miami, Florida 33131 PROPERTY LOCATION:. 1632 Meridian Avenue ,Miami Beach, Florida 33139 SETTLEMENT AGENT: Gerald K. Schwartz, P.A. Place of Settlement: 1691 Michigan Avenue ,Suite 320, Miami Beach, Florida 33139 SETTLEMENT DATE: 5/26/10 DISBURSEMENT DATE: 5/26/10 Itemization of Additional HUD Line Items Description Payee Borrower POC Seller POC Borrower Seller Claim of Lien O.R. Book 27264-4558 Windstorm. CMB LENDER HOLDBACK Open Permits (City of Miami Beach) Claim o~ Liens Payoffs Claim of Lien O.R, Book 27058-0719 Claim of Lien O.R. Book 26991-3563 Claim of Lien O.R. Book 27262-3434 Yahr Consultant, PA c/o Cede Davis 13317.60 Brown and Brown Insurance 17000.00 City of Miami Beach 0 246122.19 City of Miami Beach 1893.20 Gerald K. Schwartz, P.A. 0 City of Miami Beach _ 3658.30 Cardell Fire Protection, Inc. 37860.00 Chahnin Mechanical, LLC 38730.00 Century Builders, Inc ~ 56138.39 Total HUD Line 1309 Expense: 0.00 0.00 263,122.19 151,597.49 ~.~. J ;.~ ;.~ This addendum is attached to a HUD-9 Settlement Statement executed by the aforementioned parties and is attached to said HUD Sti~tement for the purpose of itemizing expenses reflected on line 1309 of page 2 thereof. Borrower's Initia Seller's Initial(s): uounie s imev HUD-1 SETTLEMENT STATEMENT ADDENDUM ;. File Number: DA-0935-06 I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. further certify that I have received a copy of the HUD-1 Settlement Statement. Borrower(s) .;MBCDC; NEPTUNE, LLC. a Florida limited liability company By: Miami Beach Community Development Corporation, Inc. . its Managing Member .By• ~ ___ Robert atorre President (Corporate Seal) Seller(s) Pinetree Partner LLC., c/o Renee M. Smith, PA By: ~,~~ Managing Member c . Settlement Agent The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. Date: (~~y' ~~~~~ ~. 1 ~ :~ i ,+= WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010 DoubleTimeCRJ