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Purchase of the Neptune Apartments, LLC 1632 Meridian Avenue, Miami Beach, Florida 33139 4 RFACH 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov INTER-OFFICE MEMORANDUM TO: Rafael Granado City Clerk FROM: Gisela Nanson Torres Senior Assistant City Attorney DATE: February 2, 2015 SUBJECT: City of Miami Beach purchase of the Neptune Apartments, LLC 1632 Meridian Avenue, Miami Beach, Florida 33139 Enclosed please find the following closing documents: 1. Original Settlement Statement 2. Original Release Agreement 3. Original Closing Proration Agreement 4. Original Satisfaction of Mortgage 5. Original Termination of Property Management Agreement 6. Original Company Affidavit 7. Original Affidavit 8. Original Bill of Sale 9. Original Warranty Deed 10. Original Assignment and Assumption of Leases 11. Original As-Is" Property Condition Acknowledgment 12. Original of Old Republic Title Commitment 13. Copy Resolution 14. Copy Sketch of Boundary Survey 15. Copy of Elevation Certificate GNT/mmm Enclosures Buyer/Seller A. Settlement Statement Settlement Statement B. Type of Loan 0 1.FHA O 2.FmHA O 3.Cony.Unins. 6.File Number 7.Loan Number 8. Mortg.Ins.Case Num. 247174-5 0 4.V.A. 0 5.Cony.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 BUYER: City of Miami Beach,a Florida municipal corporation Address of Buyer: 1700 Convention Cernter Drive,Fourth Floor,Miami Beach,Florida 33139 E.NAME OF SELLER: MBCDC;Neptune LLC,a Florida limited liability company Address of Seller: 945 Pennsylvania Ave,Miami Beach,Florida 33139 TIN: F.NAME OF LENDER: Address of Lender: G.PROPERTY LOCATION: 1632 Meridian Ave,Miami Beach,Florida 33139 H.SETTLEMENT AGENT: SUZANNE A.DOCKERTY,P.A. TIN:65-0808255 Place of Settlement: 110 Merrick Way,Suite 3-B,Coral Gables,Florida 33134 Phone: I. SETTLEMENT DATE: 1/30/15 DISBURSEMENT DATE:1/30/15 Jc_Summary of,buyer'a transaction, : K;Summary ofseller's transaction:; _t 3x:400:Grossamount dueito:seller x:. :�1 00::Grass';amount due:ffram,buyer.-;_ :�:� � _;.::: ..;._. ...:... .. -.�. 101.Contract sales price 10.00 401.Contract sales price 10.00 102.Personal property 402.Personal property 103.Settlement charges to buyer(Line 1400) 642,536.69 403. 104. 404. 105. 405. Adjustments'for.items paid:by seller,inxadvance .::' . ti. ..:Adjustments for items'paid by seller in advance 106.City/town taxes 406.City/town taxes 107.County taxes .407.County taxes 108.Assessments 408.Assessments 109..Elevator Maint(Schmoler) 168.85 409.Elevator Maint(Schmoler) 168.85 110.Global Security from 01/30/15 to 01/31/15 42.80 410.Global Security from 01/30/15 to 01/31/15 I 42.80 111.Management Fee 4,838.70 411.Management Fee 4,838.70 112.Waste 755.17 412.Waste 755.17 120.Gross amount due from buyer: 648,352.21 420.Gross amount due to seller: 5,815.52 200:=Amounts paid or in behalf of buyer r. _; 500:,Reductionsin:amount rduetoseller..201.Deposit or earnest money . 501.Excess deposit(see instructions) 202.Principal amount of new loan(s) 502.Settlement charges to seller(line 1400) 3,117.73 203.Existing loan(s)taken subject to 503.Existing loan(s)taken subject to 204.Principal amount of second mortgage 504.Payoff of first mortgage loan 205. 505.Payoff of second mortgage loan 206. 506.Deposits held by seller 207.Principal amt of mortgage held by seller 507.Principal amt of mortgage held by seller 208. 508. 209. 509.••lustments',or;items unpaid:•y.'se er .. •lu men or i ems unpal• •y.`se Cr 210.City/town taxes 510.City/town taxes 211.County taxes 511.County taxes 212.Assessments 512.Assessments 213.Rent/Subsidy 17,660.00 513.Rent/Subsidy 17,660.00 214.Deposit 18,589.00 514.Deposit 18,589.00 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220.Total paid by/for buyer: 36,249.00 520.Total reductions in amount due seller: .39,366.73 3001 Cash at settler ent frorigto buyer:, .°:. :.ai00:'.Cash'at1§ettlementto%from seller ....-. 301.Gross amount due from buyer 648,352.21 601.Gross amount due to seller 5,815.52 (line 120) (line 420) 302.Less amount paid by/for the buyer (36,249.00) 602.Less total reductions in amount due seller (39,366.73) (line 220) (line 520) 303.Cash( 1,7. From F. To )Buyer: 612,103.21 603.Cash( ❑To [✓) From )Seller: 33,551.21 • 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). Buy s Initial(s): Selle's In'' 1(s): . C�.e.j GL DoubleTime0 Buyer/Seller Settlement Statement Page 2 'L..Settlement ..: • r � : -•': .':- ,.:-:- Buyer,POC,<SellerFOC - -- - - Paid from Paid from 700.Total Sales/Brokers Corn.based on price $836,537.00`@ %= Buyer's Seller's 701• %to Funds at Funds at Settlement Settlement 702. %to 703. Commission paid at settlement 704. . to . 800:Items payable m connection with loan :;;-Buyer.ROC_SellerP00 :;; 801. Loan origination fee %to 802. Loan discount %to 803. Appraisal fee to 804. Credit report to 805. Lender's inspection fee to 806. Mortgage insurance application fee to 807. Assumption Fee to 808. to 809. to 810. to 811. to I:900::Items required by lender to:be;paid in,advance :Buyer rPOC;Seller 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 years to 905. years to . 1000:Reserves deposited with lender:rr: Buyer.POC Seller POC•...-= 1001.Hazard insurance months @ per month 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. months @ per month 1008. months @ per month 1009.Aggregate accounting adjustment •11100sTitle.charges uye O O 1101.Settlement or closing fee. to 1102.Abstract or title search to SUZANNE A.DOCKERTY,P.A. 275.00 1103.Title examination to 1104.Title insurance binder to 1105.Document preparation to 1106.Notary fees to 1107.Attorneys Fees to (includes above item numbers: ) 1108.Title Insurance to Old Republic Nat.Title/SUZANNE A.DOCKERTY 9,075.00 (includes above item numbers: 1109.Lender's coverage(Premium): 1110. Owner's coverage(Premium): 52,600,000.00($9,075.00) 1111. Endorse: 1112. Courier/Fed Ex Fee to SUZANNE A.DOCKERTY,P.A. 45.00 1113.Wire Fee to SUZANNE A.DOCKERTY,P.A. 35.00 1200:Government;recording:and:transfer charges.;:: 1201.Recording fees Deed $18.50 Mortgage(s) Releases $20.00 38:50 1202.City/county tax/stamps Deed $11,700.00 Mortgage(s) 11,700.00 1203.State tax/stamps Deed $15,600.00 Mortgage(s) 15,600.00 1204. to 1205.Resolution to Clerk of Circuit Court 18.50 1300 Additional settlement charges •••• -Buyer,POC`Seller.POC 1301.Survey to American Services of Miami,Corp. 995.00 1302.Water Bill to City of Miami Beach,a Florida municipal corporation 1,347.78 1303.Mortgage Payoff to International Finance Bank 604,754.69 1304.Alarm/Security to Global Security and Fire 128.40 1305.Elevator Maintenance to Schindler Elevator Corporation 506.55 1306.City Bills to City of Miami Beach,a Florida municipal corporation 1,135.00 1307. to 1308. to 1309. . 1400:::Total`settlement char.es .. (Enter on lines 103,Section J and 502,Section K) 642,536.691 3,117.73 uyer's Initial(s): Sellers Initial(s): DoubleTime® BUYER/SELLER SETTLEMENT STATEMENT ADDENDUM File Number: 247174-5 I have carefully reviewed the 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 Settlement Statement. Buyer(s) 1 I i City of ami Beach, a .11 °' iorida municipal corporation By: _ Ji. , L. Mora es 'Corporate Seal) Seller(s) MBCDC; Neptune LLC, a Florida limited liability company By: /n/A-�A AdA /W Coyne - r, - By: /•� elkis Beatriz Cuenca-Barberio (Corporate Seal) Settlement Agent The 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. SUZANNE A. DOCKERTY, P.A. By::• P- Date: / /-3 d/.LS APPROVED AS TO FORM & LANGUAGE & FO EXECUTION 1--- 1-30-- (5 City Atto y , ,y'-f Dote 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. DoubleTime® RELEASE AGREEMENT THIS RELEASE AGREEMENT ("Release Agreement") is made and entered into as of the gdit- day of January, 2015, by and between MBCDC; NEPTUNE, LLC, a Florida limited liability company ("Seller"), whose manager and sole member is MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation ("MBCDC"), and CITY OF MIAMI BEACH, Florida, a municipal corporation organized and existing under the laws of the State of Florida("City"). WITNESSETH: WHEREAS, contemporaneously with the execution hereof, Seller has transferred to the City certain real property located at 1632 Meridian Avenue, Miami Beach, Miami-Dade County, Florida, known as the Neptune Apartments and more particularly described on Exhibit "A" attached hereto (the "Property"), pursuant to that certain Real Estate Sales Contract dated December 3, 2014 between Seller and the City and subsequently amended by that certain Amendment No. 1 to Real Estate Contract, dated December 23, 2014 (collectively, the "Contract"); WHEREAS, Seller and/or MBCDC have previously received and/or been awarded public funding secured by that certain Mortgage and Security Agreement between MBCDC; Neptune, LLC, and the City, dated May 26, 2010, recorded in O.R. Book 27303, Page 4044, of the Public Records of Miami-Dade County, Florida, in the original principal amount of $5,329,227 ("Funding Agreement"), attached hereto as Exhibit "B"; and WHEREAS, the parties desire to enter into this Release Agreement to provide mutual releases in connection with said Funding Agreement, as set forth below. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows: 1. The City and Seller, for themselves, and for their respective officers, directors, employees, managers, members, owners, shareholders, representatives, affiliates and agents hereby remise, release, acquit and forever discharge each other from and against any and all claims, demands (including demands for repayment of the Funding Agreement), damages, debts, liabilities, obligations, contracts, agreements, causes of action, suits and costs, of whatever g , nature, character or description, including, without limitation, reasonable attorneys' fees, whether known or unknown, which the parties may have or claim to have against each other in connection with, arising from, or in any manner relating to the Funding Agreement. 2. This Release Agreement shall inure to the benefit and be binding upon Seller and the City and their respective legal representatives, successors and assigns. No modification of this Release Agreement shall be valid unless in writing and signed by all parties. {28298849;1} 3. Any suit, action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with this Release Agreement shall be settled according to Florida law and venue for any action in connection with this Release Agreement shall be in Miami-Dade County, Florida. This Release Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Release Agreement shall be Miami Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS RELEASE AGREEMENT, SELLER AND THE CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS RELEASE AGREEMENT. 4. Should any part, clause, provision, or condition of this Release Agreement be held to be void, invalid, or inoperative, the parties agree that such invalidity shall not affect any other part, clause, provision, or condition thereof, and that the remainder of this Release Agreement shall be effective as though such void part, clause, provision, or condition had not been contained herein. 5. In the event of any litigation arising from this Release Agreement the prevailing party shall be entitled to recover attorney's fees and costs incurred therewith. 6. This Release Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one such counterpart. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] {28298849;1} IN WITNESS WHEREOF, the duly authorized representatives of Seller and the City have caused this Release Agreement to be properly executed under seal as of this day and year first above written. MBCDC; NEPTUNE, LLC, a Florida limited liability company By: Miami Beach Community Development Corporation, Inc., a Florida not-for-profit Corporation, its manager and sole member _ Attest: By: 1 0■ (fit Corn-1 1 Cre s Belkis Beatriz Cuenca-Barberio Chairman of the Board Executive Director STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) On January 38t, 2015 before me, the undersigned Notary Public, in and for the State aforesaid, personally appeared Cornell Crews, as Chairman of Miami Beach Community Development Corporation, Inc., and Belkis Beatriz Cuenca-Barberio, as Executive Director of Miami Beach Community Development Corporation, Inc., as the manager and sole member of MBCDC; NEPTUNE, LLC, in the capacity aforestated. They are personally known to me or V have produced a valid Florida driver's license as identificatio T /(k/di(44 ? Notary Public My Commission Expires [Notary Public Seal] 4a.°:49�� GISELA NANSON TORRES Li ,�% MY COMMISSION#.EE 150933 EXPIRES:April 6,2016 .rF` `°v Bonded Nu Budget Notary Services {28298849;1} THE CITY OF MIAMI BEACH i ATTEST: By: Ji tti . orales R fael E. Granado City`i anag'"r City Cler _' \ `-sue. - ,-,\'';/ ..\V":_-----------',."\--' ' STATE OF FLORIDA ) j,'"` _= NCOEsr CRATED.: ,,j COUNTY OF MIAMI-DADE 'IsOg On January ��;�`� �.?••...,,e.� ..�°�''��, y 30 , 2015 before me, the undersigned Notary Public;__in-and for/the State aforesaid, personally appeared Jimmy L. Morales, as the City Managerof the 5TCity of Miami Beach, Florida, and Rafael E. Granado, as the City Clerk of the City of Miami Beach, Florida, in the capacity aforestated. They are personally k . n to me or have produced a valid Florida driver's license as identification. /,,e° . ..,:it ' Notary Public My Commission Expires .,�Q.;�:" UUA CARDILLO [Notary Public Seal] .: :.• MY COMMISSION#FF 155322 -�rif EXPIRES:August 27,2018 od.41.4 Bonded Thru Notary Public Underwriters APPROVED AS TO FORM & LANGUAGE & OR EXECUTION . � °%1*** ( '- i k5 City Attorney Air Date {28298849;1} EXXHIBIT A Legal Description 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 a/k/a 1632 Meridian Avenue, Miami Beach, Florida 33139 5 EXHIBIT B Funding Agreement 6 11111111111111.1111111111111 11111 1111111111111 CFH 20110180,3662015 OR Bk 27303 P s 4044 - 4056; (13pss) RECORDED 06/02/2010 10:17:22 MTG DOC TAX 18,652.55 HARVEY RUVIN, CLERK OF COURT This Instrument Was Prepared By, Record MIAMI-DADE COUNTY, FLORIDA 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 16 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 I 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. PROVIDED 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. NOTE TO RECORDER: Intangible tax is not required in connection with this Mortgage pursuant to Florida Statue Section 199.183(1). 1 1 Book27303/Page4044 CFN#20100366205 Page 1 of 13 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. 2 Book27303/Page4045 CFN#20100366205 Page 2 of 13 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 or any 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 will 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 p Y 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 Book27303/Page4046 CFN#20100366205 Page 3 of 13 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 all 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. 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) own, open,Mortgagor Mort a or covenants that it will own o n and maintain the Premises as an affordable residential rental apartment rtment buildin 9 (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 II (A) of this Mortgage and Security Agreement and, should such default remain uncured 4 Book27303/Page4047 CFN#20100366205 Page 4 of 13 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 responsible Mortgagor or shall be onsible 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: i. 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 ii. 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 binding 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 5 Book27303/Page4048 CFN#20100366205 Page 5 of 13 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 co. 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 T) 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 • Book27303/Page4049 CFN#20100366205 Page 6 of 13 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 shall 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 Book27303/Page4050 CFN#20100366205 Page 7 of 13 (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 or under 9 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( ) p p o 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 8 Book27303/Page4051 CFN#20100366205 Page 8 of 13 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. Y q g 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 insolvency 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. III. 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 9 Book27303/Page4052 CFN#20100366205 Page 9 of 13 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 shall 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 10 Book27303/Page4053 CFN#20100366205 Page 10 of 13 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 sooner 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 hereafter 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 n a or any other jurisdiction. 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:latto\AGUR'AGREEMENT\Neptune Apt -Mortgage and Security Agreement(Final 5-18-10)(2).doc 11 • Book27303/Page4054 CFN#20100366205 Page 11 of 13 IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed on the date first above written. WITNESSES: 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: ignature R •ert Da e, President A 4"A - �/r/w A Print Pie AI#a vii,,,a re/P Aid• 0 ii r ' Print N. -\ STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) i The fo e%fling Mortgage and Security Agreement was acknowledged before me this OV day of re:__J , 2010, by Roberto Datorre, as President of Miami Beach Community Development Corp• ::tion, a Florida not-for-profit corporation, Managing Member of MBCDC: NEPTUNE, LLC, a lorida limited liabi' /coipany. He is personally known to me or has produced Florida Driver's License No. /- rJ'-1 J 2-1.c Li C., as identification. i ' 0 q 1-4 . NOTARY FUBLIK,-STATE OF FLORIDA Notae Publ':�/• _ ` '� • ANNERIS M.DIEGO State of Florida at Large = Commission SDD572550 My commission expires: / a/b .ct,t;Fico, Expires:JULY 26,2010 BOARDED THR U ATLANTIC BONDING CO.INC. 12 Book27303/Page4055 CFN#20100366205 Page 12 of 13 R BK 27303 PG 4056 EAST PAGE 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. 13 Book27303/Page4056 CFN#20100366205 Page 13 of 13 Closing and Proration Agreement January 30, 2015 The undersigned, MBCDC;NEPTUNE, LLC, a Florida limited liability company("Seller"),whose manager and sole member is MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation("MBCDC"), and the CITY OF MIAMI BEACH, Florida,a municipal corporation organized and existing under the laws of the State of Florida("City")enter into this Proration Agreement as of January 30, 2015 ("Closing Date")with respect to the sale/purchase of the property located at 1632 Meridian Avenue, Miami Beach,Florida 33139,known as the Neptune Apartments ("Property")and more particularly described as follows: 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 a/k/a 1632 Meridian Avenue,Miami Beach, Florida 33139 1. The undersigned parties agree that the City shall receive a credit, as of the closing date of January 30, 2015, in the amount of$30,443.48,based upon the following credits and debits existing as of the Closing Date: Neptune Credits: Rent $15,862.00 Subsidy $1,798.00 Total Credits $17,660.00 Expenses: Prorations $211.65 Mgment $4,838.70 Waste $755.17 Total exp. $5,805.52 Net Credit $11,854.48 Deposits $18,589.00 Total Due $30,443.48 2. At closing, Seller shall be responsible for payment of the Global Security& Fire,Inc. bill, in the amount of$128.40, and the Schindler Elevator Corporation bill, in the amount of $506.55, prorated as of the closing date so that Buyer's share(for January) shall be given to Seller as a credit, in the amount of$211.65. Additionally,the outstanding water bill, in the amount of$1,347.71, and Park Space Rental bills(Invoices 00051494 and 00052209)due the City, in the amount of$1,135.00, shall be paid at closing by Seller. Seller has paid the waste bill, in the amount of$755.17 and therefore Buyer shall give seller a credit at closing for said payment. R � 3. As of this date, Seller has received the rents disclosed in the spread sheet attached hereto and incorporated herein as Exhibit"A". Seller shall forward to the City any subsequent rent checks which are delivered to Seller. 4. To the best of Seller's knowledge, Seller further warrants and represents that there are no pending, executory service contracts with respect to the Property and there are no outstanding balances which are due and owing to any vendors, contractors, suppliers or any other lienholders for the Property, except as set forth in the Old Republic National Title Insurance Company Title Insurance Commitment Fund File No. 01-2014-110826. 5. Additionally, Seller warrants that no Tenant has paid rent in advance. 6. Seller will coordinate the cancellation of the water and FPL account, excluding phone or other utility bills("Utility Bills")with the City. Seller shall pay for any Utility Bills incurred through the date prior to the Closing Date and the City shall be responsible for the Utility Bills incurred from the Closing Date forward. 7. Seller shall assume any master agreements for services, such as phone, etc., and will take the necessary steps to cancel the said services with respect to this particular Property. 8. Seller shall hold the City of Miami Beach harmless and fully indemnify it(including but not limited to attorneys' fees, whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses)with respect to the matters set forth herein. 9. Any suit, action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with this Proration Agreement shall be settled according to Florida law and venue for any action in connection with this Release Agreement shall be in Miami-Dade County, Florida. This Proration Agreement shall be governed by, and construed in accordance with,the laws of the State of Florida, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Proration Agreement shall be Miami Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS PRORATION AGREEMENT, SELLER AND MBCDC EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF,THIS PRORATION AGREEMENT. 10. In the event of any litigation arising from this Proration Agreement,the prevailing party shall be entitled to recover attorney's fees and costs incurred therewith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 2 of 4 1' MBCDC; NEPTUNE, LLC, a Florida limited liability company By: Miami Beach Community Development Corporation, Inc., a Florida not-for-profit Corporation, its manager and sole member Attest: Cornel , ews( :elkis Beatriz Cuenca-Barberio Chairman of the Board Executive Director STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) On January 3V, 2015 before me,the undersigned Notary Public, in and for the State aforesaid, personally appeared Cornell Crews, as Chairman of Miami Beach Community Development Corporation, Inc., and Belkis Beatriz Cuenca-Barberio, as Executive Director of Miami Beach Community Development Corporation, Inc., as the manager and sole member of MBCD ; NEPTUNE, LLC, in the capacity aforestated. They are personally known to me or have produced a valid Florida driver's license as identification. J111:4 a,////e 741111— ro .' P;'e(k, GISELA NANSON TORRES Notary Public � * MY COMMISSION#EE 150933 My Commission Expires EXPIRES:April 6,2016 [Notary Public Seal] s�rE nF p.00 Bondad Thy u Budget Notary Services Page 3 of 4 THE CITY OF MIAMI BEACH Attest: By: j- ■ 1/3C/if Jim L. Mo,ales afael E. Granado City v anage City Clerk • STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) On January, , 2015 before me, the undersigned Notary Public, in and for the State aforesaid, personally appeared Jimmy L. Morales, as the City Manager of the City of Miami Beach, Florida, and Rafael E. Granado, as the City Clerk of the City of Miami Beach, Florida, in the capacity aforestated. They are personally known to me or have produced a valid Florida driver's license as identification. 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EHIT __ Prepared by and return to: Suzanne A.Dockerty Attorney at Law SUZANNE A.DOCKERTY,P.A. 110 Merrick Way Suite 3-B Coral Gables,FL 33134 File Number:247174-5 [Space Above This Line For Recording Data] SATISFACTION OF MORTGAGE Witnesseth: That City of Miami Beach, a Florida municipal corporation the owner and holder of a certain Mortgage and Security Agreement executed by MBCDC; Neptune, LLC, a Florida limited liability company to City of Miami Beach, a Florida municipal corporation dated May 26, 2010, and recorded in Official Records Book 27303, Page 4044 together with that certain Subordination Agreement in O.R. Book 27303, Page 4040, all in the Public Records of Miami-Dade County, Florida, securing one or more notes in the original principal sum of $5,329,227.00, and certain promises and obligations set forth in the mortgage deed,upon the following described land,to-wit: Lot 5,Block 49,Lincoln Subdivision,according to the map or plat thereof as recorded in Plat Book 9, Page 69,Public Records of Miami-Dade County,Florida. Parcel Identification Number:02-3234-002-0300 hereby acknowledge(s) full payment and satisfaction of said note(s) and mortgage deed, and surrender(s) the same as cancelled, including the release of all Restrictive Covenants contained therein, and hereby direct(s) the Clerk of the said Circuit Court to cancel the same of record. In Witness Whereof,the said corporation has caused these presents to be executed in its name,and its corporate seal to be hereunto affixed,by its proper officer(s)thereunto duly authorized,on January ,2015. Signed,sealed and delivered in our presence: City of I iami Beach,a lorida municipal corporation U!1/ '_-• By:B r,�7 y Witness Name: N Vt Jim1 L.Mo'ale ,City Manager jaalla) Witness Name: //LThEA /7CW STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me on this <-/v day of January, 2015 by Jimmy L. Morales as City Manager of City of Miami Beach, a Florida municipal corporation, on behalf of the corporation, [] being personally known to me or[]having produced a Driver's license(s)as identification. /%, 1Z7 / [Notary Seal] Notary Public Printed Name: SPRY p My Commission Expires: ••• % GI•SELA NANSON ToRRES *:'."c. '/ * MY COMMISSION#EE 150933 APPROVED AS TO ��9FOF'FteS Bonded EXPIRES:dgeAN'o��2 FORM & LANGUAGE services &FOR EXECUTION DoubleTime® Date City Attorney T r + TERMINATION OF PROPERTY MANAGEMENT AGREEMENT THIS TERMINATION OF PROPERTY MANAGEMENT AGREEMENT ("Termination Agreement") is made and entered into as of the 3 '"day of January, 2015, by and between MBCDC; NEPTUNE, LLC, a Florida limited liability company ("Seller"), and MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation("MBCDC"). WITNESSETH: WHEREAS, contemporaneously with the execution hereof, Seller has transferred to the City of Miami Beach certain real property located at 1632 Meridian Avenue, Miami Beach,Miami-Dade County, Florida, known as the Neptune Apartments(the"Property"); and WHEREAS, Seller and MBCDC have previously entered into a Property Management Agreement, dated as of September 30, 2014, for the operation and management of the Property ("Management Agreement"), a copy of which is attached hereto and incorporated herein by reference as Exhibit"A"; and WHEREAS, Seller and MBCDC wish to terminate said Management Agreement. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,the parties hereby covenant and agree as follows: 1. Seller and MBCDC hereby agree to terminate the Management Agreement. 2. Seller and MBCDC warrant and represent that all obligations under the Management Agreement have been fulfilled as of this date. 3. Seller and MBCDC warrant and represent that there are no pending, executory contracts pursuant to the Management Agreement. 4. Seller and MBCDC warrant and represent that there are no outstanding balances which are due and owing to any vendors, contractors, suppliers or any other lienholders pursuant to said Management Agreement. 5. Seller and MBCDC acknowledge that the City of Miami Beach is a third party beneficiary under this Termination Agreement and further shall hold the City of Miami Beach harmless and fully indemnify it (including but not limited to attorneys' fees, whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses)with respect to the matters set forth herein. 6. Any suit, action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with this Termination Agreement shall be settled according to Florida law and venue for any action in connection with this Release Agreement shall be in Miami-Dade County, Florida. This Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Termination Agreement shall be Miami Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS TERMINATION AGREEMENT, SELLER AND MBCDC EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS TERMINATION AGREEMENT. {28298849;1} 7. In the event of any litigation arising from this Release Agreement the prevailing party shall be entitled to recover attorney's fees and costs incurred therewith. IN WITNESS WHEREOF, the duly authorized representatives of Seller and MBCDC have caused this Termination Agreement to be properly executed under seal as of this day and year first above written. MBCDC; NEPTUNE, LLC,a Florida limited liability company By: MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not-for-profit Corporation, its manager and sole member Attest: By: -46/ AllOr „4, Wkaina, Belkis Beatriz Cuenca-Barberio Chairman of the Board Executive Director MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not-for-profit Corporation Attest: By: lit( L- " ►.� .••� Cornelis,s Belkis Beatriz Cuenca-Barberio Chairman of the Board Executive Director STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) On January 3D, 2015 before me,the undersigned Notary Public, in and for the State aforesaid,personally appeared Cornell Crews, as Chairman of MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., and Belkis Beatriz Cuenca-Barberio, as Executive Director of MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC., on its behalf and as the manager and sole member of vIBCDC; NEPTUNE, LLC, in the capacity aforestated. They are personally known to me or V have produced a valid Florida driver's license as identification./ /4/4 /6/1/VA--- Notary Public My Commission Expires [Notary Public Seal] 431:-N;��� GISELA NANSON TORRES ; thy * MY COMMISSION#EE 150933 EXPIRES:April 6,2016 s• l9lFOFfO Bonded Thru Budget Notary Services {28298849;1} PROPERTY MANAGEMENT AGREEMENT Between MBCDC:Neptune LLC,and and Miami Beach Community Development Corporation,Agent THIS PROPERTY MANAGEMENT AGREEMENT("Agreement") is entered into by and between MBCDC: Neptune LLC ("Owner") a Florida limited liability company, and Miami Beach Community Development Corporation ("Agent") a Florida not for profit corporation. Owner desires to contract with Agent to provide property management services. in consideration of the covenants and agreements below,the parties agree as follows: Article I: Definitions The following definitions reflect the terms as used in this agreement: (a) "Fiscal Year"is the year ending September 30th. (b) "Gross Collections" are all amounts actually collected by Agent as rents but excluding Tenant Deposits. (c) "Lease" is any rental agreement whereby Owner has agreed to let and Tenant has agreed to accept a Rental Unit in the Property identified in the Lease in accordance with the terms of the Lease. The form of Lease entered into by a Tenant must meet the requirements set forth in Section 4.3(d)and have attached thereto the form of lease rider described in Section 4.3(e). (d) "Operating Account" is an account in Agent's name on behalf of the Owner designated of record.The account name should identify the Property and be approved in writing by 0iNner,dt such financial institution as Owner may specify from time to time in writing. (d) "Operating Budget"is annual operating budget approved by the Owner. (e) Property"is the real property located at located at1632 Meridian Ave.,Miami Beach FL (f) "Property Requirements" are the leasing and other requirements communicated in writing to the Agent by the Owner in connection with its ownership of the Property (g) "Rent" is the monthly amount that a Tenant is obligated to pay Owner pursuant to the terms of a Lease. (h) "Rental Unit"is a dwelling unit in the Property rented and to be rented to residential Tenants. (I) "Tenant" is one or more persons occupying a Rental Unit pursuant to a Lease. (j) "Tenant Deposit" is any security deposit, cleaning deposit, prepaid rent deposit, or other sum advanced by a Tenant under terms that may require repayment by Owner or application against 1 EXHIBIT a a future liability of such Tenant. Article 2: Appointment and Acceptance The Owner appoints the Agent for the management of the Property, and the Agent accepts the appointment, subject to the terms and conditions set forth in this Agreement. Article 3: Term and Termination 3.1 The duties of the parties to perform under this Agreement shall commence on October 1,2014. 3.2 This Agreement shall continue until one year after the Commencement Date. After that one year period this Agreement will continue until terminated by 90 days written notification given by either party Article 4: Services of Agent 4.1 Agent shall offer for lease and shall !ease the Rental Units in the Property in accordance with all written instructions from the Owner or written policies adopted by the Owner. Pursuant to its responsibilities, Agent shall: (a) use all reasonable efforts to market the Rental Units (b) Maintain a current list of acceptable prospective tenants and undertake all arrangements necessary and incidental to the acceptance of rental applications and the signing of Leases. Agent shall market the rental units in accordance with any affirmative fair housing marketing plans adopted by the Owner (if any) and shall maintain records of the marketing activity for compliance review purposes. Agent shall exercise its best efforts (including, but not limited to, placement of advertising, interview of prospective 'tenants, assistance and counseling in completion of rental applications and signing of Leases, processing of documents and credit and employment verifications,etc)to effect the leasing of the Rental Units and the renewal of leases in accordance with the terms of each lease and the requirements so that the Property is occupied as fully as possible. (c) Show rental units in the Property to all prospective tenants. (d) Take and process applications and application fees for rentals, including interviewing and screening prospective tenants to determine if they meet the Owner's requirements. Applicants shall be selected from the waiting list in chronological order. If an application is rejected, the applicant shall be advised in writing of the reason for rejection. If the rejection is based on information from a credit bureau, the source of the report must be revealed to the applicant pursuant to the Fair Credit Reporting Act. The rejected application, together with the written notice of the rejection and any other related correspondence, shall be kept on file for three years following the rejection. (e) Agent shall lease Rental Units only to individuals or families who meet the criteria communicated to the Agent by the Owner(including any relevant Tenant income limits). 2 (f0 Agent shall use a lease form approved by the Owner. (g) Certify or re-certify Tenants as to their income and assets as maybe required by the Owner. (h) All leases shall be in the Owner's name with the Agent being authorized to sign on behalf of the Owner's as its agent. (i) Collect, deposit,and disburse tenant deposits, if required, in accordance with the terms of each Lease and Article 8 hereof. j) Participate with the Tenant in the inspection of each rental unit identified in the Lease prior to move-iii and upon move-out,and record in writing any damage to the Rental Unit at the time the Tenant moved in and any damage occurring during the Tenant's occupancy. 4.2 Agent simii collect, when due, all rents, charges and other amounts receivable on Owner's account in connection with the management and operation of the Property. Such receipts shall not be commingled with other funds and shall be deposited and held in the Operating Account in accordance with the provisions of Article 8 herein. 4.3 Agent shall secure full compliance by each Tenant with the terms of such Tenant's lease and in a manner consistent with the Landlord-Tenant laws governing the Property. Agent may,and shall if requested by Owner, lawfully terminate any tenancy when, in Agent's judgment,sufficient cause for such termination occurs under the terms of Tenant's Lease,inciuding,but not limited to,nonpayment of rent. For this purpose,Agent is authorized to consult with legal counsel to be designated by Owner and bring actions for eviction and execute notices to vacate and judicial pleadings incident to such actions; provided, however, that Agent shall keep Owner informed of such actions and shall follow such instructions as Owner may prescribe for the conduct of any such action. Reasonable attorney fees and other necessary costs incurred in connection with such actions, as determined by Owner, shall be paid out of the Operating Account. Agent shall properly assess and collect from each Tenant or the Teflartt Deposit the cost of repairing any damages to a Rental Unit arising during the Tenant's occupancy. 4.4 The Agent will ensure that the Property is maintained and repaired in accordance with the Owner's specifications and any relevant state and local health and building codes. The Agent shall,at Owner's expense, maintain the Property in a decent,safe,and sanitary condition. The Agent will ensure that the site will be kept in a condition acceptable to the Owner, including but not limited to cleaning, painting, decorating, plumbing, carpentry, grounds care, and such other maintenance and repair work as may be necessary. The following provisions will apply: (a) Special attention shall be given to preventive maintenance. (b) Subject to Owner's prior written approval, Agent shall contract with qualified independent contractors for the maintenance and repair of major mechanical systems, and for the performance of extraordinary repairs beyond the capability of regular maintenance personnel, Prior to commencement of any work Agent shall obtain appropriate written evidence of such contractor's liability and worker's compensation insurance. (c) Agent shall systematically and promptly receive and investigate all service requests from 3 Tenants, take such action thereon as may be justified, and keep records of the same. Emergency requests shall be serviced on a 24-hour basis. Complaints of a serious nature shall be reported to Owner after investigation. At Owner's request, Owner shall receive all service requests and the reports of action thereon. (d) Agent shall take such action as may be necessary to comply with any and all orders and requirements of federal, state, county, and municipal authorities and of any board of fire underwriters, insurance companies,and other similar bodies pertaining to the Property. (e) Except as otherwise provided in this Section, Agent is authorized to purchase, at Owner's expense, all materials, equipment.tools, appliances, supplies and services necessary for proper maintenance and repair of the Property. Agent shall obtain bids for all contracts, materials, supplies, utilities, and services exceeding$1,000.00 for those items that can be obtained from more than one source. Agent shall secure and credit to Owner all discounts; rebates, or commissions obtainable with respect to purchase, service contracts, and all other transactions on owner's behalf. (f) Notwithstanding the foregoing, the prior written approval of Owner will be required for any contract that Pxreeds one year in duration; r expenditure that exceeds $5,000.00 in any one instance for labor, materials,or otherwise in connection with the maintenance and repair of the Property, except for emergency repairs involving manifest danger to persons or property, or required to avoid suspension of any necessary service to the Property. (g) In the event of emergency repairs, Agent shall notify Owner promptly, and in no event later than 72 hours from the occurrence of the event. 4.5 Agent shall make arrangements for water, electricity, gas, fuel, oil, sewage, and trash disposal, vermin extermination,decoration of common areas, laundry facilities,telephone services,and other necessary services in connection with the Property. Subject to Owner's prior written consent as may or may not be required in Article 4,Agent shall make such contracts as may be necessary to secure such utilities and services. 4.6 Disbursements from the Operating Account shall be made in accordance with the Operating Budget. In the event that the balance in the Operating Account is at any time insufficient to pay disbursements due and payable,Agent shall promptly inform Owner of the fact and Owner may then remit to Agent sufficient funds to cover the deficiency. In no event shall Agent be required to use its own funds to pay such disbursements or be liable for any losses,costs,or damages arising out of Owner's failure to cover the deficiency. 4.7 Operating Budget. (a) Agent shall prepare a recommended annual operating budget and projected rental rates for the Property for each Fiscal Year during the term of this Agreement. Agent shall submit the annual operating budget to Owner at least 90 days before the beginning of such Fiscal Year. The proposed budget shall be subject to approval by Owner. Owner shall inform Agent of any changes incorporated in the approved operating budget within 45 days after receipt from Agent. (b) The annual operating budget shall include a schedule of recommended rents to be charged for each Rental Unit, including recommended Rent increases with respect to Lease renewals and 4 new Leases. The recommended rents shall be in compliance with the Property Requirements, including consideration of changes in median family income and utility allowances. (c) In preparing each proposed annual Operating Budget, Agent shall use its best efforts to take into account anticipated increases in real estate taxes, utility charges,and other operating costs. To the extent feasible, Agent shall support anticipated increases in real estate taxes and utility charges with written evidence or documentation. (d) At the same time Agent prepares the annual Operating Budget,Agent shall prepare for Owner's approval an assessment of the capital needs of the Property for the coming year and for the two years following the coming year. a. . (e) Agent shall make no expenditures in excess or the amounts in the approved operating budget, for each line item of operation expense itemized,without the prior written approval of Owner, except as permitted pursuant to Article 4 for emergency repairs involving manifest danger to persons or property,or required to avoid suspension of any necessary services to the Property. 4.8 Escrow and Tax Payments; Property Tax Exemption: - If required by the terms. of.a mortgage encumbering the property,Agent shall...rnke monthly escrow payment: required... rider:the mortgage..loan-for the purpose of funding insurance,tax, and such other reserve or escrow accounts from funds collected. Agent shall promptly present tax bills and insurance premium notices to the escrow agent for payment and shall furnish Owner with evidence of timely payment of such taxes and insurance premiums, and of timely payment air rrrut tgage anu esavin 'Jd�I1 enLs 4.9 Agent shall acquire and keep in force at Owner's expense any and all licenses and permits required for the operation of the Property as rental housing. 4.10 Agent shall prepare and provide reports reasonably required by the Owner(such as monthly occupancy reports, Property's balance sheets, monthly budgeted and actual income and expense reports, and tenant eii ib ty( ports,etc.) 4.11 Agent shall establish and maintain a system of records, books, and accounts in a manner reasonably satisfactory to the Owner. Agent shall establish Tenant files containing copies of Leases, certification forms, notices, and other documentation reasonably required by Owner. All records, files, books, and accounts shall be subject to examination at reasonable hours upon reasonable notice by any authorized representative of Owner. Article 5: Management Authority 5.1 Agent's authority is expressly limited to the provisions contained herein. Owner expressly withholds from Agent any power or'authority to make any structural change in the Property or to make any other major alterations or additions in or to.the Property or fixtures or equipment therein, or to Incur any expense chargeable to Owner other than expenses related to exercising the express powers granted to Agent by the terms of this Agreement,without the prior written consent of Owner. 5.3 Agent shall comply fully with all federal, state, county, municipal and special district laws, ordinances, 5 rules, regulations, and orders relative to the leasing, use, operation, repair, and maintenance of the Property. Agent shall promptly remedy any violation of any such law, ordinance, rule, or regulation which comes to its attention and shall notify Owner by the end of the next business day after Agent becomes aware of any violation for which Owner may be subject to penalty. Agent shall take no action so long as Owner is contesting or has affirmed its intention to contest any such order or requirement. 5.4 In the performance of its obligations under this agreement,the Agent will comply with the provisions of any Federal, State, or local Fair Housing law prohibiting discrimination in housing or employment on the grounds of race, color, religion, sex, familial status, National origin, or handicap, and other nondiscrimination laws such as Title VI of the Civil Rights Act of 1964 (Public law 88-352, 78 Stat. 341), Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and the Americans with Dicabil;ties Act, as applicable. 5.5 Agent shall maintain as confidential any financial information obtained from or about Owner,even after termination of this Agreement. Article 6: Insurance and Indemnification 6.1 Except as expressly provided to the contrary herein, the obligations and duties of Agent under this Agreement shall be performed as agent of Owner, but Agent shall be personally liable for its breaches of this Agreement and for damages and costs(including reasonable attorney fees)resulting from Agent's negligence or misconduct. G.2 Insurance. (a) Agent shall obtain and keep in force such forms and amount of insurance as required by the Owner with insurance companies satisfactory to Owner. Such insurance shall include but is not limited to, fidelity insurance, workers compensation insurance, insurance against physical damage (e.g.,fire and extended coverage endorsement, boiler and machinery, etc.)and against liability for ioss (including loss of income due to business interruption), damage, or injury to property or persons which might arise out of the occupancy, management, operation or maintenance of any part of the Property. Agent shall provide a copy of such insurance policies to Owner. (b) Agent shall be named as an additional insured while acting as agent for Owner in all liability insurance maintained with respect to the Property. (c) Agent shall investigate and promptly furnish to Owner full written reports of all accidents, claims,and potential claims for damages relating to the Property,and shall cooperate fully with Owner's insurers,regardless of whether the insurance was arranged by Agent or others. (d) Agent shall furnish whatever readily available information is requested by Owner for the purpose of obtaining insurance coverage, and shall aid and cooperate in every reasonable way with respect to such insurance and any loss. 6.3 Indemnification (a) To the extent permitted by law, Agent agrees to defend, indemnify and save harmless teh 6 Owner from and against all claims, investigations, and suits with respect to (i) any alleged or actual violation of state or federal labor, discrimination or other laws. pertaining to agent's employees, it being expressly agreed and understood that as between Owner and Agent, all persons employed in connection with the Property are employees of Agent, not Owner; or (ii) Agent's breach of this Agreement or its negligence or misconduct. (b) To the extent permitted by law, Owner agrees to defend, indemnify, and save harmless Agent from and against all claims, investigations and suits in connection with the Property, provided that such claims, investigations and suits are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, and such claims and suits arise, or are alleged to arise, in whole or in part out of any neglieent.art or omission of Owner,is officers, employees, or agents. Owner agrees to include Y g g Agent as an additional insured in Owner's public liability ty po icy with respect to the property, but only while Agent is acting as real estate manager for Owner under this Agreement. Owner shall provide Agent with a certificate of insurance evidencing such liability insurance and providing not less than ten days' notice to Agent prior to cancellation. (c) The indemnity obligations contained in this Agreement shall survive the termination of this Agreement. Article 7: Owner's Right to Audit 7.1 Owner reserves the right to conduct or to appoint others to conduct examinations, at Owner's expense, without notification, of the books and records maintained for Owner by Agent and to perform any and all additional audit tests relating to Agent's activities.hereunder. 7.2 Should Owner's employees or appointees discover either weaknesses in internal control or errors in record keeping, Agent shall correct such discrepancies either upon discovery or within a reasonable period of time. Agent shall inform.Owner in writing of the action taken to correct such audit discrepancies. Article 8: Remittance of Funds 8.1 Agent shall deposit immediately upon receipt all Rents, Gross Rents, Gross Collections and other funds collected from the operation of the Property, including any and all advance funds, in.a bank account approved by Owner. Such account shall be in the name of the Agent for the benefit of Owner. 8.2 Agent shall deposit immediately upon receipt all Tenant Deposits in a separate bank account approved by Owner. Such account shall be in the name of the Agent for the benefit of Owner.The amount of each Tenant Deposit shall be held by Agent in an account, separate from all other accounts and funds. Interest on Tenant Deposits shall be paid according to State law and Agent shall maintain detailed records of all Tenant Deposits and such records shall be open for inspection by Owner's employees or appointees. 8.3 Any disbursements made by Agent pursuant to this Agreement shall be made out of the Operating Account,except as otherwise designated as expenses of the Agent. Owner agrees to make necessary operating funds available to.Agent. Agent shall not be obligated to make any advance to the Operating Account or to pay any amount except out of funds in the Operating Account, nor shall Agent be obligated to incur any extraordinary liability or obligation unless Owner shall furnish Agent with the necessary funds for the discharge thereof. If Agent shall voluntarily advance any amount of its own funds on behalf of Owner for the payment of • any obligation or necessary expense connected with the maintenance or operation of the Property or otherwise,Owner shall reimburse Agent therefore within a reasonable time after demand. 8.4 Notwithstanding any of the foregoing provisions or any similar provisions that follow,the prior written approval of the Owner will be required for any expenditure which exceeds $5,000.00 in any one instance for litigation involving the project, or labor, materials, or otherwise in connection with the maintenance and repair of the Property (including withdrawals from the replacement reserve to fund maintenance and repair of the Property). This limitation is not applicable for recurring expenses within the limits of the Operating Budget or emergency repairs involving manifest danger to persons or property,or that are required to avoid suspension of any necessary service to the project. in the latter event, the Agent will inform the Owner of the facts as promptly as possible. Article 9: Agent Compensation The Owner agrees to pay Agent $5,000/month as compensation for the services set forth in this Agreement. The Owner shall pay this amount to the Agent not rater than the fifteenth (15) day of m onth following the month upon which the amount was calculated unless otherwise agreed by the parties. Article 10:Terminatinn 10.1 This Agreement shall be terminated automatically and immediately upon destruction, condemnation, or transfer of ownership of the Property by Owner. 10.2 This Agreement may be terminated by mutual written consent of Agent and Owner 10.3 This Agreement shall terminate upon the occurrence of any of the following circumstances,which shall be considered a default: (a) The filing of a voluntary or involuntary petition of bankruptcy in the United States Bankruptcy Court by either Owner or Agent; (b) The failure of Agent to perform, keep,or fulfill any of its duties or to comply with the covenants, undertakings,obligations,or conditions set forth in this Agreement,and the continuance of any such default for a period of 30 days after written notice of such failure (except in the event of Agent's misconduct,in which case no notice shall be required). (c) The failure of Owner to make available sufficient funds to maintain the Property in compliance with applicable state and local laws, and such failure to provide funding continues for a period of 30 days after Agent provides Owner with written notice of the need for such funds. Upon any such event of default, the non-defaulting party may, without prejudice to any other recourse at law that it may have,give to the defaulting party notice terminating this. 10.4 Within five days after the termination of this Agreement, Agent shall close all accounts and pay the balances or assign all certificates of deposit regarding the Property to owner. Within ten days after the termination of this Agreement, Agent shall deliver to Owner all plans and surveys of the Property in its possession and all books and records, keys, reports,files, Leases, contracts, and all other written material and property concerning the Property. Within 30 days after the termination of this Agreement,Agent shall submit 8 to Owner all reports required under Section 4.14 hereof to the date of such termination,and Agent and Owner shall account to each other with respect to all matters outstanding as of the date of termination. Upon Owner's request, Agent shall assign to Owner all contracts requested by Owner concerning the Property,to the extent permitted by such contracts, and shall cooperate (at no expense to Agent) with Owner in connection with the transition to a new manager. 10.5 Upon termination of this Agreement for any reason, Agent shall deliver to Owner immediately upon termination (or upon Agent's subsequent receipt or acquisition)the following with respect to the Property: (a) Any Tenant Deposits or other monies belonging to Owner held by Agent on Owner's behalf;and (b) All records, contracts, Leases, receipts for deposits, unpaid bills, and other papers or documents relating ro the Property. Article 11:Miscellaneous 11.1 Special Power of Attorney. Owner authorizes Agent as attorney-in-fact for Owner to enter into and execute Leases and rental agreements with respect to the Property on forms approved by Owner, to collect rents and other funds due Owner in Agent's nary nn Owner's behalf,arld to establish and make deposits into and withdrawals from the Tenant Deposit Account and the Operating Account in accordance with the terms of this Agreement. 11.2 Entire reement. This Agreement constitutes the entire � g Agreement between Agent and Owner, and no amendment, alteration, modification, or addition to this Agreement shall be valid or enforceable unless expressed in writing and signed by the parties hereto and unless such amendment, alteration, modification, or addition has been consented to in writing by the HUD. 11.3 Waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed as waiver of such terms and conditions on any future occasion. 11.4 Illegality. If any provision of this Agreement shall prove to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. 11.5 Relationship. Nothing contained in this Agreement shall be construed to create a relationship of employer and employee between Owner and Agent, it being the intent of the parties hereto that the relationship created hereby is that of an independent contractor. Nothing contained herein shall be deemed to constitute the Owner and Agent relationship as a partnership or joint venture. 11.6 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Florida. 11.6 Successors and Assigns. This Agreement shall inure to the benefit of and constitute a binding obligation upon Owner and Agent and their respective successors and assigns; provided, however, that Agent shall not assign this Agreement or any of its duties hereunder,without the prior written consent of Owner. 11.7 No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than Owner or Agent and this Agreement shall not be construed to provide any other persons or entities with any rights or remedies against the parties. No one other than Owner or Agent shall be entitled to rely on the 9 implementation or enforcement of any term of this Agreement. 11.8 Consent - Whenever in this Agreement the consent or approval of Agent or Owner is required, such consent or approval shall not be unreasonably withheld or delayed. Such consent shall be in writing and shall be duly executed by an authorized officer or agent for the party granting such consent or approval; provided, however, notwithstanding anything in this Agreement to the contrary, if such consent or approval would be required for Agent to comply with the Requirements,Agent shall not be responsible for a failure to comply with the Requirements as a result of Owner's refusal or unreasonable delay to so consent or approve. 11.9 Cooperation- If any claims, demands, suits, or other legal proceedings that arise out of any of the matters relating to this Agreement be made or instituted by any person against either Owner or Agent,Owner or Agent shall give to each other all pertinent information and reasonable assistance in the defense or other disposition thereof,at its soie expense. MBCDC:Neptune ILL By Miami Beach Community Development Corporation, Inc.,its managing Member By L ��- Date: (1 nature r • �- Ltr Print IIQ111a ail title By Miami Beach Community Development Corpor.tion,Inc. By./ ��►" ► • d.:x Date:_ tligigre eduky\ TkLY Eac_ 1)-(r Print na a and title 10 COMPANY AFFIDAVIT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) BEFORE ME, the undersigned authority, personally appeared Cornell Crews ("Affiant"), who, being first by me duly sworn, deposes and says: 1. THAT Affiant is the Chairman of Miami Beach Community Development Corporation, Inc. a Florida not-for-profit corporation(the"Company"). 2. THAT Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation is the Manager and Sole Member of MBCDC; Neptune, LLC, a Florida limited liability company(the"LLC"). 3. THAT as of the date of this Affidavit,the Company and the LLC are active and in good standing under the laws of the State of Florida. 4. THAT the Company and LLC have full power and authority to sign and deliver to City of Miami Beach, a Florida municipal corporation (the "Buyer") the Warranty Deed, Bill of Sale, Closing Affidavit, Assignment and Assumption of Leases, and such other documents required to consummate the sale of the property set forth in Exhibit"A",to the City. 5. THAT the LLC is a member managed company and as Chairman of the Manager and Sole Member,Affiant is authorized to bind the LLC. 6. THAT neither the LLC nor Company have ever been the subject of a bankruptcy proceeding. 7. THAT the sale has been made in compliance with Section 617.1202, Florida Statutes. 8. THAT the Bank, Old Republic Title Insurance Company ("Title Company") and Suzanne A. Dockerty P.A. as agent for Title Company, shall be fully protected in relying on this Affidavit, and shall be indemnified for any claims, expenses, or loss resulting from the honoring of any signature hereby certified,or refusing to honor any signature not so certified. Affiant further states that he is familiar with the nature of an oath and what the penalties provided by the laws of the State of Florida are for falsely swearing to statements made in an instrument of this nature, and Affiant further certifies that he has read, or has heard read to him, the full facts of this Affidavit and understands its contents. [NO FURTHER TEXT/SIGNATURE PAGE FOLLOWS] • MBCDC;Neptune,LLC,a Florida limited liability company By:Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, its Manager and Sole Member jiLairie By:corrirCrews, Chairman Attest: By: Belkis Beatriz Cuenca-Barberio,Executive Director • State of Florida County of Miami-Dade County The foregoing instrument was acknowledged before me this o' day of January, 2015 by Cornell Crews, Chairman, Miami Beach Community Development Corporation, Inc., Manager and Sole Member of MBCDC; Neptune,LLC, and attested by Belkis Beatriz Cuenca-Barberio, Executive Director who [I are personally known to me or have produced a driver's licenses as identificatioA1J [Notary Seal] Notary Public Printed Name: aotR••P e,,, GISELA NANSON TORRES MY COMMISSION I I. 150933 My Commission Expires: * * EXPIRES:April 6,2016 s>""'F �° e Bonded Pa Budget Nobly Ses nR r Exhibit"A" Legal Description Lot 5,Block 49,Lincoln Subdivision,according to the map or plat thereof as recorded in Plat Book 9, Page 69,Public Records of Miami-Dade County,Florida. Parcel Identification Number: 02-3234-002-0300 Prepared by: Return to: AFFIDAVIT State of Florida County of Miami-Dade: BEFORE ME, the undersigned officer, duly authorized to administer oaths and take acknowledgements, personally appeared Belkis B. Cuenca a/k/a Belkis Beatriz Cuenca-Barberio, who being by me first duly sworn, deposes and says as follows: 1. The undersigned is the Executive Director of MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation ("MBCDC"), who is the manager and sole member of MBCDC; NEPTUNE, LLC, a Florida limited liability company("Seller"), which entity is selling to the CITY OF MIAMI BEACH, Florida, a municipal corporation organized and existing under the laws of the State of Florida ("City") property located at 1632 Meridian Avenue, Miami Beach, Florida 33139, known as the Neptune Apartments ("Property") and more particularly described as follows: 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 a/k/a 1632 Meridian Avenue, Miami Beach, Florida 33139 2. The undersigned is the Executive Director of MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, a Florida not-for-profit corporation ("MBCDC"), which is the manager and sole member of MBCDC: THE BARCLAY LLC, a Florida limited liability company ("Seller"), which entity is selling to the CITY OF MIAMI BEACH, Florida, a municipal corporation organized and existing under the laws of the State of Florida ("City"), property located at 1940 Park Avenue, Miami Beach, Florida, known as Barclay Apartments, which property is more particularly described in Exhibit "A", attached hereto and incorporated herein by reference. 3. The undersigned has signed all purchase and sale documents, including all closing documents, under the name of Belkis Beatriz Cuenca-Barberio; however, affiant is also known as Belkis B. Cuenca, as shown on her identification, and they are one and the same person. 4. Affiant further states that she is familiar with the nature of an oath, and with the penalties as provided by the laws of this state for falsely swearing to statements made in an instrument of this nature and further certifies that she has read, or has had. read to him/her, the full facts of this affidavit, and understands its context. 5. This affidavit is given for the purpose of clearing any possible question or objection to the title to the above referenced property and, for the purpose of inducing Suzanne A. Dockerty, P.A. and Old Republic National Title Insurance Company to issue title insurance on the subject property, with the knowledge that said title companies are relying upon the statements set forth herein. Affiant hereby holds Suzanne A. Dockerty, P.A. and Old Republic National Title Insurance Company harmless and fully indemnifies same (including but not limited to attorney's fees, whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses) with respect to the matters set forth herein. FURTHER AFFIANT SAYETH NAUGHT. 7 tc :elkis B. Cuenca a/k/a Belkis Beatriz Cuenca-Barberio SWORN TO AND SUBSCRIBED before me in the County and State aforesaid this 20= day ofThaj, 2015 by Belkis B. Cuenca a/k/a Belkis Beatriz Cuenca-Barberio, who is personally known or i/ has produced a drjxer's licensP as identification. 7,>aXX agIC iW7'/ (Notary Seal) NOTARY PUBLIC STATE OF FLORIDA My Commission Expires: G,AY.49, GISELA NANSON TORRES �' • MY COMMISSION#EE 1509,33 " Jj,�•�••rc.;',•c, EXPIRES:April 6,2016 *C p_ N:1(:: Age Notary S&vi c S pi 1; ill Exhibit A tt If t o f Legal Description g 1(3 i£ii 1 • 14k ig f` 9r S• l_. U • 11 Lot 2,and the Southerly 20 feet of Lot 1,in Block"H"of Plat of Re-Subdivision of Blocks"G","H","1",and"K"of li the Ocean Front Property of the Miami Beach Improvement Company,according to the Plat thereof,as recorded in li Plat Book 6,Pane 102,.of the Public Records of Miami-Dade County,Florida,the said Southerly portion of said Lot I being more particularly described as follows: , Being at the Southeast.corner oisaid.Lot 1,in Block"H";thence Northerly along the Easterly line of aforesaid Lot 1, (Westerly line of Park Avenue))for a distance of 20 feet to a point;thence Northwesterly along a line parallel to and 20 f feet North of the North line of Lot 2 of said Block"H"fora distance of214 feet,more or less to the most Westerly ?f line of said Lot 1,(East line of Washington Avenue);thence South along Westerly line of said Lot 1,(East line of i Washington Ave), fora distance of 21.5 feet,more or less,to the Northwesterly corner of said.Lot 2;thence I i Southeasterly along the Northeasterly line of said Lot 2;thence Southeasterly along the Northeasterly line ofsaid Lot 2 for a distance of 206 feet,more or less,to the Point of Beginning. f E 1 3 1 I I . l i 4. 3 { C • # F4 n 11 i 1 a'' • 31 o o I il 1 1 c I iii 1.9 ti o o 6 3 1 3'1 f .............._....._............___.._. ..-...,..«...,..:»,.,.....xrm,,-zcm_.,?;-.ur..a.'.,�.^^...s'.a:.:.,Y=:.•._..„,:............,;'iY�.;;,.:w,v,M..._'..'��ia�%=. Bill of Sale This Bill of Sale, made on January ,3(7 , 2015, between MBCDC; Neptune, LLC, a Florida limited liability company ("Seller"),and City of Miami Beach,a Florida municipal corporation ("Buyer"). Witnesseth,that Seller, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration paid to Seller by Buyer, receipt and sufficiency of which is hereby acknowledged, delivers, grants, bargains, sells and transfers forever to Buyer the following goods and chattels,to wit: As per the Real Estate Sales Contract Said property being located at: Lot 5,Block 49,Lincoln Subdivision,according to the map or plat thereof as recorded in Plat Book 9, Page 69,Public Records of Miami-Dade County,Florida. Also known as: 1632 Meridian Ave.,Miami Beach,FL 33139 Seller covenants to Buyer that Seller is the lawful owner of the said goods and chattels; that they are free from all encumbrances; that Seller has good right to sell that property, and that Seller will warrant and defend the sale of said property,goods and chattels unto the Buyer against the lawful claims and demands of all persons whomsoever. "Seller" and "Buyer" shall be used for singular or plural, natural or artificial, which terms shall include the heirs, legal representatives,successors and assigns of Seller and Buyer whenever the context so requires or admits. MBCDC; Neptune,LLC,a Florida limited liability company By:Miami Beach Community Development Corporation, Inc.,a Florida not-for-profit corporation,its Manager and Sole Member , y: C ell C ews,Chairman Attest: Reg.,. 6A\c/QA}Z .0' i %By:Belkis Beatriz Cuenca-Barberio, Executive Director State of Florida County of Miami-Dade Vet The foregoing instrument was acknowledged before me this (3 d day of January,2015 by Cornell Crews,Chairman; Miami Beach Community Development Corporation, Inc., Manager and Sole Member of MBCDC; Neptune, LLC, and attested by Belkis Beatriz Cuenca-Barberio, Executive Director who [J are pe onally k wn to me or N(:have produced a driver's licenses as identification. y .____. ■-__,. _ 1 &&44(t- / [Notary Seal] Notary Public Printed Name: .00ar p,;,o GISELANANSONTORRES My Commission Expires: * -_� , * MY COMMISSION#E�150933 '.��ii: EXPIRES:April 6,2016 �'+lei woe`°! Bonded Thru Budget Notary Services DoubleTime" Prepared by and return to: Suzanne A.Dockerty Attorney at Law SUZANNE A.DOCKERTY,P.A. 110 Merrick Way Suite 3-B Coral Gables,FL 33134 File Number: 247174-5 [Space Above This Line For Recording Data] Warranty Deed This Warranty Deed made this 3 day of January,2015 between MBCDC;Neptune,LLC,a Florida limited liability company whose post office address is 945 Pennsylvania Ave, Miami Beach, FL 33139, grantor, and City of Miami Beach, a Florida municipal corporation whose post office address is 1700 Convention Center Drive, Fourth Floor,Miami Beach,FL 33139,grantee: (Whenever used herein the terms "grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives, and assigns of individuals,and the successors and assigns of corporations,trusts and trustees) Witnesseth, that said grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations to said grantor in hand paid by said grantee,the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate,lying and being in Miami-Dade County,Florida to-wit: Lot 5,Block 49,Lincoln Subdivision,according to the map or plat thereof as recorded in Plat Book 9, Page 69,Public Records of Miami-Dade County,Florida. Parcel Identification Number: 02-3234-002-0300 Together with all the tenements,hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold,the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land;that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances,except taxes accruing subsequent to December 31,2014. In Witness Whereof,grantor has hereunto set grantor's hand and seal the day and year first above written. Signed,sealed and delivered in our presence: DoubleTime In Witness Whereof,grantor has hereunto set grantor's hand and seal the day and year first above written. Signed,sealed and delivered in our presence: MBCDC; Neptune, LLC,a Florida limited liability company By: Miami Beach Community Development Corporation, Inc.,a Florida not-for-profit corporation,its Manager and / Sole Member .. V001 (e090-, Witness Name: ' u,.¢- YV&Mal) razi By: Co ell • ews,Chairman t� _O' � . I_`i� Attest: Witness Name: \ •t W UT-61S + 1 1:?0.-,■ By: Belkis Beatriz Cuenca-Barberio,Executive Director • State of Florida County of Miami-Dade County The foregoing instrument was acknowledged before me this 316 day of January,2015 by Cornell Crews,Chairman, Miami Beach Community Development Corporation, Inc., Manager and Sole Member of MBCDC; Neptune, LLC, and attested by Belkis Beatriz Cuenca-Barberio, Executive Director who [J are •ersonally known to me or j>4 have produced a driver's licenses as identification. ,/ [Notary Seal] otary Public Printed Name: a0`.,.T.1. t, GISELANANSONTORRES My Commission Expires: �_� * MY COMMISSION#EE 150933 EXPIRES:April 6,2016 q OF coo oo Bonded Thru Budget Notary Services � Warranty Deed-Page 2 DoubleTim? ASSIGNMENT AND ASSUMPTION OF LEASES This ASSIGNMENT AND ASSUMPTION OF BUSINESS LEASE (this "Assignment"), is dated as of January 9#1- , 2015, by and between MBCDC; Neptune, LLC, a Florida limited liability company having an office and place of business at 945 Pennsylvania Ave., Miami Beach, FL 33139 ("Assignor") and City of Miami Beach, a Florida municipal corporation, having an office and place of business at 1700 Convention Center Drive, Fourth Floor, Miami Beach, FL 33139 ("Assignee"); WITNESSETH: WHEREAS, Assignor has an agreement to convey fee simple title to property ("Property"), more particularly described as: 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 a/k/a 1632 Meridian Avenue, Miami Beach, Florida 33139; WHEREAS, Tenants entered into Leases for various units at the Property as set forth as Exhibit"A" attached hereto and made a part thereof(the "Leases"). WHEREAS, Exhibit "A" represents all Leases affecting the Property as of this date; all Tenants under said Leases are current; and said Tenants have not paid rent in advance. WHEREAS, Assignor, in connection with conveyance of fee title to Assignee, shall grant to Assignee all of its right, title and interest in and to the Leases and the rights and certain obligations contained therein and otherwise relating thereto (collectively, the "Assigned Leases"), and Assignee desires to obtain and assume said right, title and interest, and certain obligations of Assignor. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and in consideration of One ($1.00) Dollar and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, it is mutually agreed that: 1. Assignment. Assignor does hereby assign to Assignee all of its right, title and interest in and to the Assigned Leases. Assignor hereby indemnifies and holds Assignee, its agents and employees harmless from and against any and all liability arising from any failure by Assignor to observe and perform any obligation of Assignor under the assigned Leases which may have arisen prior to the date of this Assignment. 2. Assumption. Assignee does hereby assumes Assignor's rights and certain obligations with respect to the Assigned Lease. Assignee hereby indemnifies and holds Assignor, its agents and employees harmless from and against any and all liability arising from any failure by Assignee to observe and perform any of the assumed obligations of Assignor under the Agreement which may arise on or after the date of this Assignment. 1 3. Entire Agreement. This Assignment constitutes the entire understanding of the parties and no modification hereof shall be effective unless the same be in writing and signed by all of the parties hereto. 4. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written. ASSIGNOR: ASSIGNEE: MBCDC; Neptune, LLC, City of Miami Beach a Florida limited liability company a Florida municipal corporation By: Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, its Manger and Sole Member J By- BY: Col\cre ; Chairman Ji y L. orales City'.Manager Attest: . y By: ■ Belkis Beatriz uenca-Barberio APPROVED AS TO Executive Director FORM & LANGUAGE & FOR EXECUTION pvv eAset k c5 City Attorney AN to 2 Exhibit A Tenant Earl Ex•iration of Lease Lease Date Tenant De•osit 1 Manuel Santander 5/30/2014 _$524.00 2 Mitchell 0 Reilly _ 7/30/2014 _$620.00 3 Carlos Rodriguez 5/27/2014 ,$524.00 4 Jose M.Justo 12/27/2013 $620.00 S.Barbara Morris , 12/26/2013 _ _ .$400.00 6 Raul Constanza _ 8/29/2014 _ $620.00 7_Gloria Moreno 'Lease expired 9-30-13 10/1/2012 _$524.00 8 Angelberto Tole do Lease ex pired 9-30-14 9/25/2013 $524.00 _ Yanisleidy 4/25/2014 $538.00 9 Rodriguez 10 Alberto Orellana '7/28/2014_ $620.00 11 Virgilio Pagan _ ' 5/29/2014 $524.00 12 Rafael Pineda Lease expired 10-31-14 _ 12/30/2013 $547.00 13,Jorge Serrano :Lease expired 10-31-14 $524.00 14 Brian Parker _ 12/23/2013 _ _ $620.00 15 Raul A.Duran 2/25/2014 $620.00 16-Martha Moreno Lease expires 11-30-14 _ 11/26/2013 $558.00 17 Earl_C.Oaks .8/29/2014 $524.00 18 Ana Zorrilla _ ;7/29/2014 _$524.00 _ 19,Antonio Gillig ' _ .8/29/2014 $620.00 20 Elida Gonzalez 9/29/2014 $148.00 21 Vivo Rodriguez _ 5/29/2014 $524.00 22.Adry Rodriguez _ _ __ ;8/29/2014 _ $620.00 _ 23 Daniel Fernandez Lease expired 10-31-14) _ _ 10/25/2013 _ - $284.00 24 Eduardo Villanueva Lea s_a e xpir es 11-30-1.4 '11/28/2013 $620.00 25 Jennifer Lasso _ _ .8/29/2014 $620.00 26 Eduardo Del Rey _ _ 2/28/2014 _ $620.00 _ 27 Patrick McGee _ L ease e xpires 12-3.1-14 12/26/2013 $558.00 28:Bettina Laguerre _ __ '7/29/2014 _ $620.00 29 Sonia P.Ballesteros :1/30/2014 $620.00 3.0 Ruperto Ruiz $208.00 Kara White Lease term from 6-1-2014 $524.00 31 May 31,2015) . _ _ • 32 Alberto Nieto 5/28/2014 $524.00 33 Hector Medina _ 6/11/2014 _ $524.00 34'Paul K.Booth _ _ 11/18/2014 $600.00 35 Joseph K.Jorczak 11/5/2014 $400.00 $18,589.00 "As-Is" Property Condition Acknowledgment Seller: MBCDC; Neptune LLC,a Florida limited liability company Buyer: City of Miami Beach,a Florida municipal corporation Property: 1632 Meridian Ave,Miami Beach,FL 33139 Closing Date: January 30,2015 Loan Number: File Number: 247174-5 Buyer hereby certifies that Buyer has investigated the adequacy and conditions of the above referenced property and is satisfied with the "as-is" condition. Buyer is aware that Buyer is purchasing the property without the benefit of a warranty. The above is certified to be true and correct. Buyer shall include singular or plural as the context so requires or admits. 1. The property is encumbered by the following existing code violations,for which the Buyer shall assume responsibility: a. Violation No. CE14003261 for windows not being weather tight at Apt.312;and b. Violation Case No.BV 14000318 for water intrusion in different units throughout the Property. City of Miami Beach:a Florida municipal corporation -11∎ BY: Imoon■ Ji"' y L. ► orales,City Manager (Corpo''ate Seal) APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION t %.36-' (5 oa►) t City Attorney sArvt Date DoubleTime® r f • a I OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule A Fund File Number: 01-2014-110826 Effective Date: ,�� Agent's File Reference: Premium: i January 4,2015 @ 1 .00 P 247174-5 __„pel)v, ._1" .( )3°)t51 1. Policy or Policies to be issued: Proposed Amount of Insurance. OWNER'S: ALTA Owner's Policy(06/17/06).(With Florida Modifications) $2,600,000.00 Proposed Insured: City Of Miami Beach,a Florida municipal corporation MORTGAGEE: N/A 2. The estate or interest in the Land described or referred to in this Commitment is FEE SIMPLE. 3. Title to the FEE SIMPLE estate or interest in the Land is at the Effective Date vested in: MBCDC;Neptune, LLC,a Florida limited liability company 4. The Land referred to in this Commitment is described as follows: Lot 5,Block 49,Lincoln Subdivision,according to the plat thereof,as recorded in Plat Book 9,Page 69,Public Records of Miami-Dade County,Florida. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 400 Second Avenue South, Minneapolis, MN 55401,(612) 371-1111 Issuing Agent: Agent No.: 22264 Suzanne A.Dockerty,P.A. 110 Merrick Way Suite 3-B Coral Gables,FL 33134 Agent's Signature Suzanne A. Dockerty,P.A. Form CF6-SCH.-A(rev.12/10)(With Florida Modifications) Page 1 of 4 �_- . OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-I Fund File Number: Agent's File Reference: 01-2014-110826 247174-5 I. The following are the requirements to be complied with: 1. Payment of the full consideration to e-acco n of,the grantors or mortgagors. 2:-----instruments creating the estate or interest to be insured which must be executed,delivered and filed for record: A. Warranty Deed from MBCDC;Neptune,LLC,a Florida limited liability company,to City Of Miami Be. , a Florida municipal corporation,the proposed insured purchaser. 3. Intentionally Deleted. 4. Confirmation from all parties in possession setting forth the nature of their rights of possessi. for purposes of specifically making an exception that identifies those tenants and the nature of their rights in Sc•edule B of the policy and an affidavit from owner(s) confirming no other persons in possession. In the alternat.•e, an exception shall be made for rights of the lessees under unrecorded leases or for rights of parties in possessi► . 5. Proof of payment of taxes for the year 2014 must be furnished,and any tax certificat-: issued with respect thereto must be canceled by the clerk of the court,provided however that if closing occurs o• or after November 1st of this year, taxes for the year 2014 must be paid at closing and thereafter the final policy w. be subject only to taxes for 2015 and subsequent years. 6. A determination must be made that there are no unrecorded special a :essment liens or unrecorded liens arising by virtue of ordinances,unrecorded agreements as to impact or other de elopment fees,unpaid waste fees payable to the county or municipality,or unpaid service charges under Ch. 159, '. S.,or county ordinance. 7. Satisfaction and release of the Mortgage And Security Agree -nt to International Finance Bank,mortgagee,recorded in O.R. Book 27303, Page 4016,together with the Assig 'ent Of Leases, Rents And Profits recorded in O.R. Book 27303, Page 4030, Assignment Of Intangibles And Ot Rights As Collateral recorded in O.R. Book 27303, Page 4035; and Termination of the UCC Financing State -nts recorded in O.R. Book 27303, Page 4057 and O.R. Book 27303,Page 4059,Public Records of Miami-Dade 'ounty,Florida. 8. Satisfaction and release of the Mortgage And urity Agreement to the City Of Miami Beach,mortgagee,recorded in O.R.Book 27303,Page 4044,which was of acted by the Mortgage Subordination Agreement recorded in O.R. Book 27303,Page 4040,Public Records of Mia. i-Dade County,Florida. 9. If closing does not occur within six we s of the effective date of this product,the member must confirm the continued good standing of MBCDC;Neptune LC,a Florida limited liability company. 10. Review certified copy of Articl of Organization for MBCDC; Neptune, LLC, a Florida limited liability company, and amendments thereto, if . y, to verify who may sign for the company as well as procedures to authorize such signatory.Further require nts may be necessary upon review thereof. 11. Review of a true and co. ect copy of regulations or operating agreement for MBCDC;Neptune,LLC,a Florida limited liability company,to erify who may sign for the company as well as procedures to authorize such signatory. Further requirements may •e necessary upon review thereof If the regulations or operating agreement is not produced,then all of the members ,f the limited liability company,or a majority of the members if the number of members is substantial, must execute an affidavit consenting to the transaction. The affidavit shall establish the names of all the current members o the limited liability company. 12. A det:' ination should be made that MBCDC; Neptune, LLC, a Florida limited liability company, is not one of a fa ' y or group of entities.If it is,then it should be determined that none of the other entities in this family or group of e• ities is a debtor in bankruptcy.The determination may be made by an affidavit of the manager or managing member of the limited liability company. In the event that one or more of the other entities is a debtor in bankruptcy, Fund underwriting counsel must approve the transaction before title is insured. 13. A determination should be ma _that -thermern-ber-exe ' e wan-an s--: :- :=• of MBCDC;Neptune, Li, '�a—Iimiterliability company, is not a debtor in bankruptcy and has not been a debtor in .an woo - �•' Form CF6-SCH.-B-I(rev.12/10) i Page 2 of 4 ti OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-I (Continued) Fund File Number: Agent's File Reference: 01-2014-110826 247174-5 b- .u . i.- s- -- • -• la.1 ity company. - t e is a so e member , en a i e - •a ion s ou be made there are no creditors who have acquired or are attempting to acquire control of the LLC by executing on o attaching or seizing the member's interest in the LLC. These determinations may be made by an affidavit o e member executing the instruments to be insured. 14. If applicable,recordation and review of a certified copy of the amendment to the operating agreement ft MBCDC; Neptune,LLC,a Florida limited liability company, in accordance with Sec.605.1108(1)(b),F.S. 15. If applicable, recordation and review of a certified copy of the statement of authority in a r ordance with Sec. 605.0302,F.S.,for MBCDC;Neptune, LLC,a Florida limited liability company. 16. If applicable,a determination must be made that a certified copy of a statement of authori limiting the authority of,or a statement of authority granting authority of a person to transfer real property held i e name of MBCDC;Neptune, LLC,a Florida limited liability company,to one or more members or managers ha of been recorded pursuant to Sec. 605.0302,F.S. 17. If applicable, determination should be made that the person executing - warranty deed on behalf of MBCDC; Neptune, LLC, a Florida limited liability company, has not become d i :.ciated pursuant to Sec. 605.0302(11), F.S. (by filing a statement of dissociation), Secs. 605.0601, or 605.060 , F.S., nor has that person wrongfully caused dissolution of the company.These determinations may be made b .n affidavit of the person executing the instruments to be insured. 18. A survey meeting The Fund's Title Notes requirements mu be furnished. If such survey reveals any encroachments, overlaps, boundary line disputes, or other adverse ma s, they will appear as exceptions in the policy to be issued based upon this commitment. 19. The policy to be issued based upon this co • itment will not contain an exception for easements or claims of easements not shown by the public reco •s, provided that: (i) the survey, meeting The Fund's Title Notes requirements,does not disclose the existe r ce of any unrecorded easements;and(ii)the affidavit of the owner,or other person with actual knowledge,establi es that there are no unrecorded easements or claims of easements in existence. 20. Affidavit to be executed by a p; son with firsthand knowledge stating: 1) There are no matters pending against MBCDC; Neptune, LLC, a F erida limited liability company, that could give rise to a lien that would attach to the property between the eff- tive date of this commitment and the recording of the interest to be insured. 2) That MBCDC;Neptune,L ,',a Florida limited liability company,has not and will not execute any instruments that would adversely affect t = interest to be insured. 21. Closing fun.: are to be disbursed by or at the direction of the Title Agent identified at bottom of Schedule A. 22. A sear • commencing with the effective date of this commitment must be performed at or shortly prior to the closing of • s transaction. If this search reveals a title defect or other objectionable matters, an endorsement will be issued equiring that this defect or objection be cleared on or before closing. dde_./t. - a-A Form CF6-SCH.-B-I continued(rev.12/10) Page 3 of 4 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-II Fund File Number: Agent's File Reference: 01-2014-1 10826 247174-5 II. Schedule B of the Policy or Policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. a ec s, iens,a cum rances,a verse c aims or other matters, if any,created,first appearing in the Public :- -: •or attaching subsequent to the Effective Date h- -• e : ': • e sae e 'ropos/0' I` re,* acquires or val of r ■ - _- _ - . •- - - ■.1...''—. gage t ereon coverer : 's 0 • . - t. ` 2 c7 2.a.General or special taxes and assessments required to be paid in the year(s)2015 and subsequent years. b. Ri_hts or claims of.arties in •osse ••1 a• s-: e_. •- _ .- '.a...< ' :-: e.. c. Any encroachment, encumbrance, violation, variat'••, or adverse circumstance that would be disclosed by an inspection or an accurate and complete la • :a vey of the Land and inspection of the Land. d. Easements,or claims of ea -•-- s,not recorded in the Public Records. e. Any lien • - to a lien or s vi labor o materi furnish im osed by law and not recorded in the Public s •rd ..3a ice" 3. A . e ,. - '. '- •.__ -, e. ....• _ - : •//• • - under c• quo I1-___ — : : ......01•:.:IIK:,s Millen..nrr,... -- ownership claim . •< _ - • . :• ': o sovereignty to any portion of the Lands ins d ere der, i�._.- -=-: .�,- :-. filled and arti iciall ex,osed lands, and lands accreted to such lands. /,, -3d 4. Dedications contained on the Plat of Lincoln Subdivision, as recorded in Plat Book 9, Page 69, Public Records of Miami-Dade County, Florida. ___.„-,-------,P) j 5. Order of the Historic Preservation Board recorded in O.R. Book 24566, Page 4173, Public Records of Miami-Dade County, Florida. 6. Orders Before The Flood Plain Management Board Of The City Of Miami Beach, Florida recorded in O.R. Book 24988, Page 2096, O.R. Book 26096, Page 2023 and O.R. Book 26281, Page 4231, Public Records of Miami-Dade County,Florida. 7. Order Before The Board Of Adjustment Of The City Of Miami Beach, Florida recorded in O.R. Book 25133, Page 3574, and Modification / Extension Of Time Order recorded in O.R. Book 26187, Page 1264, Public Records of Miami-Dade County,Florida. 8. Encroachments as shown by that certain survey dated December 5, 2014,prepared by American Services of Miami, Corp.,under Job No. 14-1217: Portion of the concrete ramps and portion of the tiled concrete walks are encroaching over the East boundary line into the street right-of-way(Meridian Avenue). 9. Rights of the lessees under unrecorded leases. 10. The Company has no liability under this commitment for the issuance of a mortgagee policy until an endorsement is issued stating the name of the proposed insured mortgagee. The Company reserves the right to make additional requirements, including but not limited to, review of additional documentation regarding the proposed insured purchaser. Form CF6-SCH.-B-II(rev.12/10) Page 4 of 4 Prepared by and return to: Suzanne A.Dockerty Attorney at Law SUZANNE A.DOCKERTY,P.A. 110 Merrick Way Suite 3-B Coral Gables,FL 33134 RESOLUTION OF MBCDC;Neptune,LLC,a Florida Limited Liability Company and Miami Beach Community Development Corporation,Inc., a Florida Not-For-Profit Corporation ' The undersigned certifies that at a meeting of all of the members and directors of MBCDC;Neptune,LLC, a Florida Limited Liability Company and IYliami Beach. Community Development Corporation, Inc., a Florida Not-For-Profit Corporation held on January/.3 , 2015, the following resolution was duly adopted and voted,and it is in full force and effect and has not been rescinded or countermanded as of the date hereof: RESOLVED,that Cornell Crews,as Chairman of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, is hereby authorized and directed to solely execute and deliver any and all such instruments, agreements, and such other documents and take such other action on behalf of Miami Beach Community Development Corporation, Inc., a'Florida not-for-profit corporation as Manager and Sole Member of MBCDC; Neptune, LLC, a Florida limited liability company, as may be necessary or appropriate to close on the sale of the property in Exhibit"A"attached hereto and made a part hereof to the City of Miami Beach, a Florida municipal corporation, including but not limited to Warranty Deed, Bill of Sale, Closing Affidavit, Assignment and Assumption of Leases, Settlement Statement, and to otherwise carry out the transaction contemplated by or to be taken by Miami Beach Community Development Corporation, Inc., a Florida not-for profit corporation as Manager and Sole Member of MBCDC;Neptune, LLC, a Florida limited liability company. All documents shall be in such form as is deemed in the best interest of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation as Manager and Sole Member of MBCDC; Neptune, LLC, a Florida limited liability company in the opinion of Cornell Crews, Chairman,whose determination thereof shall be conclusive and final. CERTIFIED TO this L; day of January,2015. Miami Beach Community Development Corporation, Inc.,a Florida not-for profit corporation I , Ativ 1' . - T Uft , /'tness Name: _ . ' _ _� k' 'O' By: Jo As , dsson, Secretary !n' _ Witness f'Name: )00,r‘,,,_,_ C;--,-)v:742,21 State of Florida County of Miami-Dade The foregoing instrument was acknowledged before me this i 5 day of January,2015 by Jo Asmundsson, Secretary of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, on behalf of said corporation. She [ ] is personally know to me or [ ] has .pr►ti uced a driver's license as identification. (- J L../ . [Notary Seal] �' jary Public Notary Public State of Florida l� �� MO �' :4 Bianga Fonseca rinted N me My Commission FF 154985 �n oFp` t exoires 09/19/2018 • O No. 14-1217 LOCATION MAP HOUSE PICTURE 1 DATE OF SURVEY: Dec. 05,2014 - y AVE a `'' '4 i REVISION DATE: I . , ~ - es?1, CERTIFY TO: t- -- �- 1 ;L Py r r?' CITY OF MIAMI BEACH,A FLORIDA MUNICIPAL s, .,, t. 14.1 1s. 4.!(41z,-1 is . k ' .4. ` ; CORPORATION '_ j .t- 1 h i -�L :11-2 1 1 OLD REPUBLIC NATIONAL TITLE INSURANCE CO. ` ' /►BIER/D/AN -74VE--- rf j 1 (` ` i. SUZANNE A.DOCKERTY, ,,,,I I ■ 1 r•�I . I I-•1 f r: F ' L. 33139 FOLIO No. 02-3234-002-0300 SITE ADDRESS: 1632 MERIDIAN AVE., MIAMI BEACH, '? � 50.00'(M&R) N [FriP.P.d S.O.11'37"E. d P.P. 3 { 5.00' Conc. 41.5. Electric 1 31 40.00+ Box 1 ( x (3'x4') • 11.5'd 1 I x_r7 N) x >ftra -II Roofed & x Roofed Sc Balcony l"" L11 Balcony 3x9) (3x9) ct x N 3 STY. C.B.S. A t V% 073 — APARTMENT - x '° BUILDING s� 1632 I 1`. x O No. n3. u o F.F. Elev. 4.34 0 ' , 1 `tom x to ' Z I o re) x N k (15 (3)7---• H 1 .2. t Ole Z Fi O Roofed & Roofed & Balcony Balcony ci I (3'x9') x(3'xg') r � 3I 3' Iron V o.' Fence 0 t 0.50' 2.5° Conc. W �. x Romp. to °4j 4.0 5 06.80'0 r-, 1.5'cl ,, L./1 5.00' a 16.75' " E/* . • ' I 4.50' C.B.s. z :t �.— Colunm J 50.00'(M&R) "'► ��1.9 I \/ TYP. O 5.0.11'37"E. c .Tii rFloorvRoofed9&v • (1.6'x1.6') 0 F.I.P. o �v ,Balcony,v v F.I.P. Z o 1/2.0 y 'A 3.4-\/,\.7.7,,,., ., v v r ( 1/2-0 P) 220.0'(C) • J (no cap) I� _ �� - no ca 'n . • .•. tI _.-- ' B k 5' Sidewalk, W.MD cor. c .....•-2 C & Gutter::::••:::::::' . . .. . 43 Asphalt Pavement 70 TOTAL ..:::.:::.:::.... PUBLIC R W :.:.:. ..: ".:.::::' '''..::. MERIDIAN AVE. 4 THIS IS PAGE 1 OF 2,NOT VALID WITHOUT ALL PAGES. ,,.•..••fit VIPPM^r)iPP.P• \P•f”,lF'r“1.•,`PPPV•-M.Y, PP,PNS1KIr\P!••'Y.P`r•∎41,11,0 11....Y AMC: .`.F'M.P,P.1,\...10,\1,1.).14X.•PPP:P,P4,14`1M'W.`NF.:'4P4V4 l,,,•"-f,IPIP �H,IPS,„ .,P4'f!'410∎••.rt mHNMtLw Y4,41,HY/1:'t?'NN'-`PPPAPP!'n✓v a: Pt,P.,,,,...,-,P,intS..,"4' •P.,'s..... C LEGAL DESCRIPTION: LOT 5, BLOCK 49,OF LINCOLN SUBDIVISION,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 9 AT PAGE 69,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. 1• ..w.rn v.n've• :..�s'•:nvnnF+.fnl.?n.. qu±;wyr'yw„rmm..YW!I-v;f'M;m`F F.r... :w....,..ol:i'sr..5v.wa•...,,-}n.A•:rvi(: .nNt..,rnw errs•.tirvr;:.rw-o;.utiw a.a'r,,., ,:.ra.r.:.,,avi:T,.:.•..,rPry•.'f••r.�. .2r llvpw•¢j;. n`,!•r.INti:i+ti..'.r,WC.71w rs\n. 'h••v,r V WE HEREBY CERTIFY THAT THE ATTACHED SKETCH OF "BOUNDARY SURVEY AND THE ENCROACHMENTS AND OTHER POINTS OF INTEREST: ' SURVEY MAP RESULTING THEREFROM OF THE ABOVE DESCRIBED PROPERTY IS A TRUE -THERE ARE NO VISIBLE ENCROACHMENT OF THE SUBJECT PROPERTY AND CORRECT REPRESENTATION OF A FIELD SURVEY MADE UNDER MY DIRECTION AND -THE SUBJECT PROPERTY IS WITHIN A FLOOD ZONE AE(SEE NOTE 1) MEETS THE INTENT OF THE APPUCABLE PROVISIONS OF THE "MINIMUM TECHNICAL THERE ARE NO PLATTED UTIL.EASEMENT ON THE SUBJECT PROPERTY I �y STANDARDS FOR LAND SURVEYING IN THE STATE OF FLORIDA” PURSUANT TO RULE ti 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE AND ITS IMPLEMENTED LAW, CHAPTER 1i 1. y..nWM.•.q,•.r,�,�. vM..t...h`.IW x?Pt'!.iF'SM^.Ya'4�MY`1C'-:.V'Ih_.....v -.i..✓.•ro :"':'I.,.✓�:.p:ur'rr2hCSvT.r..,.^.Pry:. 472.027, OF NE FLORIDA STATUTES. ?.nt v•rt_I::r Yum.:'+v.,• / 'rIJ?t^*•n'r y..:-;9l:t'.1F`R7AR. MNt'w'c-y7a ery-t.rf `� AMERICAN SERVICES OF MIAMI CORP. ORDERLD BY: f Consulting Engineers . Planners . Surveyors „,,, Q SUZANNE A. DOCKERTY, P.A.s ,I, 9370 S.W.72nd STREET,SUITE A-102 s,, ,i; 110 MERRICK WAY, SUITE 3-B I MIAMI, FLORIDA 33173 CORAL GABLES, FL 33134 n gg • R �� �” PHONE: (305)598-5101 PR•P� •Do .YOR �?!� .e 4,/;:k. "/ PHONE: (305)443-9162 �` FAX: (305)598-8627 ,• . -a:-+.A i LB 6683 ASOMIAMI.COM DATE: 0�` `•. 2014 ...h.a' . ,Ps ,>r. ,. rn r... r. -ate-. r -..,.r.r•,-•..r r•err.r..,;n n.. .-. ._. - -...re.n ., n>, r.v vti.:nN r .S-.•.r., ,.,... ..... .. ..i r r._., >Xi Iu.M.x:.+:r. ..''-..'.!.. •:(:• I ::.:YI'wya vyi!.Mi(.a!Y-R l..w...r(I.MYab. ':Yz,•:•fi.F! SURVEY REPORT: 14-1217 THIS IS PAGE 2 OF 2, NOT VALID WITHOUT ALL PAGES. 1 REALTOR INFORMATION: THIS DRAWING IS THE PROPERTY OF AMERICAN SERVICES OF MIAMI,CORP.AND SHALL NOT BE USED OR REPRODUCED,IN WHOLE,OR IN PART,WITHOUT PERMISSION TAMMY YERO OF AMERICAN SERVICES OF MIAMI,CORP. 786-768-7993 NOTHING HEREON SHALL BE CONSTRUED TO GIVE ANY RIGHTS OR BENEFITS TO • ANYONE OTHER THAN THOSE CERTIFIED. i NOT VALID WITHOUT THE SIGNATURE AND RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER 4 . r; JOB SPECIFIC SURVEYOR NOTES: 0 THE PROPERTY DESCRIBED ON THIS SURVEY DOES LIE WITHIN A SPECIAL HAZARD AREA AS DEFINED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY; THE PROPERTY LIES WITHIN A FLOOD ZONE "AE" OF THE FLOOD INSURANCE RATE OF SEPT. 11, 2009. BASE PANEL No. 120651-0317L MAP IDENTIFIED AS COMMUNITY PA , WITH AN EFFECTIVE DATE 0 FLOOD ELEVATION OF 8.00 FEET G P 02 LAND AREA OF SUBJECT PROPERTY: 7,500 SF(+1-) 30 ELEVATIONS ARE BASED ON THE NATIONAL GEODETIC VERTICAL DATUM (NGVD)OF 1929,AS PER MIAMI-DADE COUNTY BENCH MARK No. 88,WITH AN ELEVATION OF 1.56 FEET. t t ® BEARINGS SHOWN HEREON ARE BASED ON AN ASSUME MERIDIAN OF N.0°11'37"W., BEING THE RECORDED BEARING FOR THE CENTERLINE OF SW 150th CT.,AS SHOWN ON PLAT BOOK 9 AT PAGE 69 OF THE PUBLIC RECORD OF MI-AMI-DADE COUNTY FLORIDA. i 1f GENERAL SURVEYOR NOTES: THE SHOWN LEGAL DESCRIPTION USED TO PERFORM THIS BOUNDARY SURVEY WAS PROVIDED BY THE CLIENT. d SURVEY IS BASED ON RECORDED INFORMATION PROVIDED BY CLIENT. NO SPECIFIC SEARCH OF THE PUBLIC RECORD HAS BEEN MADE BY OUR OFFICE. r, 1 UNLESS OTHERWISE NOTED,AN EXAMINATION OF THE ABSTRACT OF TITLE WAS NOT DONE BY THE SIGNING SURVEYOR TO DETERMINE ' WHICH INSTRUMENTS, IF ANY ARE AFFECTING THE SUBJECT PROPERTY. THIS SURVEY IS EXCLUSIVELY FOR THE USE OF THE PARTIES TO WHOM IT WAS CERTIFIED. PURSUANT TO RULE 61G17-6 OF THE FLORIDA ADMINISTRATIVE CODE THE EXPECTED USE OF LAND IS SUBURBAN,THE MINIMUM RELATIVE DISTANCE ACCURACY FOR THIS TYPE OF SURVEY IS 1 FOOT IN 7,500 FEET.THE ACCURACY OBTAINED BY MEASUREMENT AND ti CALCULATIONS OF CLOSED GEOMETRIC FIGURES WAS FOUND TO EXCEED THIS REQUIREMENT. THERE ARE NO VISIBLE,ABOVE GROUND ENCROACHMENTS(a)BY THE IMPROVEMENTS OF THE SUBJECT PROPERTY UPON ADJOINING r PROPERTIES, STREETS OR ALLEYS,OR(b)BY THE IMPROVEMENTS OF THE ADJOINING PROPERTIES,STREETS OR ALLEYS UPON THE t SUBJECT PROPERTY OTHER THAN THOSE SHOWN ON THIS BOUNDARY SURVEY. 2 . THERE ARE NO VISIBLE EASEMENTS OR RIGHT-OF-WAY OF WHICH THE UNDERSIGNED HAS BEEN ADVISED OTHER THAN THOSE SHOWN ON THIS SURVEY. THE MAP OF SURVEY IS INTENDED TO BE DISPLAYED AT THE SHOWN GRAPHIC SCALE IN ENGLISH UNITS OF MEASUREMENT.IN SOME 1 CASES GRAPHIC REPRESENTATION HAVE BEEN EXAGERATED TO MORE CLEARLY ILLUSTRATE A PARTICULAR AREA WHERE DIMENSIONS ;' SHALL HAVE PREFERENCE OVER GRAPHIC LOCATION. ; py4 THE ELEVATIONS(IF ANY)OF WELL-IDENTIFIED FEATURES AS DEPICTED ON THIS SURVEY AND MAP WERE MEASURED TO AN ESTIMATED , VERTICAL POSITIONAL ACCURACY OF Yo FOOT FOR NATURAL GROUND SURFACES AND Yoo FOOT FOR HARDSCAPE SURFACES,INCLUDING 1. PAVEMENT,CURBS, SIDEWALKS AND OTHER MANMADE STRUCTURES. THE SURVEYOR MAKES NO REPRESENTATION AS TO OWNERSHIP, POSSESSION OR OCCUPATION OF THE SUBJECT PROPERTY BY ANY f ENTITY OR INDIVIDUAL. 4 ANY FEMA FLOOD ZONE INFORMATION PROVIDED ON THIS SURVEY IS FOR INFORMATIONAL PURPOSE ONLY AND IT WAS OBTAINED AT WWW.FEMA.COM. • IF YOU ARE READING THIS BOUNDARY SURVEY IN AN ELECTRONIC FORMAT,THE INFORMATION CONTAINED ON THIS DOCUMENT IS ONLY VALID IF THIS DOCUMENT IS ELECTRONICALLY SIGNED AS SPECIFIED IN CHAPTER 5J-17.062(3)OF THE FLORIDA ADMINISTRATIVE CODE.IF THIS DOCUMENT IS IN PAPER FORMAT, IT IS NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF THE y PROFESSIONAL LAND SURVEYOR AND MAPPER OF RECORD. .. ABREVIATION (IF ANY APPLIED) t SURVEYOR'S LEGEND (IF ANY APPLIED) '. A = CURVE P/W = PARKWAY A/C = AIR CONDITIONING UNIT BOUNDARY LINE ® CATCH BASIN P.O.B. = POINT OF BEGINNING � ., ASPH. = ASPHALT P.O.C. = POINT OF COMMENCEMENT B.M. = BENCH MARK �e P.C. = OF CURVATURE L� STRUCTURE(BLDG.) 0 MANHOLE b Blk/Corn.= BLOCK CORNER P.I. = POINT OF INTERSECTION CALC.(C) = CALCULATED P = PROPERTY LINE .y, ==== CONCRETE BLOCK WALL O.E. OVERHEAD ELECT. x CB = CATCH BASIN P.P. = POWER POLE F C.B.S. = CONCRETE BLOCK STRUCTURE p.R M.= PERMANENT REFERENCE METAL FENCE L� POWER POLE CL = CLEAR MONUMENT t CONC. = CONCRETE P.T. = POINT OF TANGENCY t` WOODEN FENCE -9- LIGHT POLE rs D.M.E. = DRAINAGE MAINT. EASEMENT RAD. = RADIAL , i} 0 = DIAMETER REC. (R) = RECORDED ' - CHAIN LINK FENCE ;; EASMT. = EASEMENT RES. = RESIDENCE HANDICAP SPACE ELEV. = ELEVATION R/W = RIGHT OF WAY ' r AP WOOD DECK/DOCK ENC. = ENCROACHMENT SEC. = SECTION I,.:,....) ASPHALTED AREAS tf HANDICAP SPACE ,,I F.D/H = FOUND DRILL HOLE S.D/H = SET DRILL HOLE F.H. = FIRE HYDRANT S.N/D = SET NAIL AND DISC — —— EASEMENT LINE F.N/D = FOUND NAIL AND DISC S.I.P. = SET IRON PIPE �' I F.I.P. = FOUND IRON PIPE S.R.B. = SET REBAR 4444444, BRICKS OR PAVERS ■! WATER VALVE ` F.S. = FOUND SPIKE STY = ST(?RY L.P. = LIGHT POLE SWK. = SIDEWALK =1 ROOFED AREAS MEAS.(M) = MEASURED T.O.P. = TOP OF BANK , MH = MANHOLE U.E. = UTIL. EASEMENT 9 I`y`' -'-I WATER(EDGE OF WATERWAYS) M = MONUMENT W.P. = WOODEN POLE k M = MONUMENT LINE = SECTION LINE NTS =.NOT TO SCALE y. ss !{_V•.J.'.Mf I.±J:'1:'.wKi- L..YW!M:1N.'f±.P,u.Wrl'. Y.'I!I:r.' l.a.aar"TAN.K. _ '1 U.S.DEPARTMENT OF HOMELAND SECURITY ELEVATION CERTIFICATE FEDERAL EMERGENCY MANAGEMENT AGENCY OMB No. 1660-0008 iVationa/Flood Insurance Program Important: Read the instructions on pages 1-9. Expiration Date:July 31,2015 SECTION A-PROPERTY INFORMATION FOR INSURANCE COMPANY USE Al. Building Owner's Name:CITY OF MIAMI BEACH,A FLORIDA MUNICIPAL CORP. Policy Number: A2. Building Street Address(including Apt.,Unit,Suite,and/or Bldg. No.)or P.O.Route and Box No. Company NAIC Number: 1632 MERIDIAN AVENUE City MIAMI BEACH State FL ZIP Code 33139 A3. Property Description(Lot and Block Numbers,Tax Parcel Number,Legal Description,etc.) LOT 5 BLK 49 OF LINCOLN SUB PB 9 AT PAGE 69 FOLIO 02-3234-002-0300 A4. Building Use(e.g.,Residential,Non-Residential,Addition,Accessory,etc.)RESIDENTIAL A5. Latitude/Longitude:Lat.25°45'09" Long.-80°21'51" Horizontal Datum: ❑ NAD 1927E NAD 1983 A6. Attach at least 2 photographs of the building if the Certificate is being used to obtain flood insurance. A7. Building Diagram Number 8 A8. For a building with a crawlspace or enclosure(s): A9. For a building with an attached garage: a) Square footage of crawlspace or enclosure(s) 5,200 sq ft a) Square footage of attached garage N/A sq ft b) Number of permanent flood openings in the crawlspace b) Number of permanent flood openings in the attached garage or enclosure(s)within 1.0 foot above adjacent grade 37 within 1.0 foot above adjacent grade N/A c) Total net area of flood openings in A8.b 5.994 sq in c) Total net area of flood openings in A9.b N/A sq in d) Engineered flood openings? ❑ Yes E No d) Engineered flood openings? ❑ Yes E No SECTION B-FLOOD INSURANCE RATE MAP(FIRM)INFORMATION B1.NFIP Community Name&Community Number B2.County Name B3.State CITY OF MIAMI BEACH 120651 MIAMI-DADE FLORIDA B4.Map/Panel Number B5.Suffix B6.FIRM Index Date B7.FIRM Panel B8.Flood B9.Base Flood Elevation(s)(Zone 12086C0317 L 9/11/2009 Effective/Revised Date Zone(s) AO,use base flood depth) 9/11/2009 AE 8.00 B10. Indicate the source of the Base Flood Elevation(BFE)data or base flood depth entered in Item B9. ❑ FIS Profile E FIRM ❑ Community Determined ❑ Other/Source: B11. Indicate elevation datum used for BFE in Item B9: E NGVD 1929 ❑ NAVD 1988 ❑ Other/Source: B12. Is the building located in a Coastal Barrier Resources System(CBRS)area or Otherwise Protected Area(OPA)? ❑ Yes E No Designation Date: N/A ❑ CBRS ❑ OPA SECTION C-BUILDING ELEVATION INFORMATION(SURVEY REQUIRED) C1. Building elevations are based on: ❑ Construction Drawings* ❑ Building Under Construction* E Finished Construction *A new Elevation Certificate will be required when construction of the building is complete. C2. Elevations-Zones A1-A30,AE,AH,A(with BFE),VE,V1-V30,V(with BFE),AR,AR/A,AR/AE,AR/A1-A30,AR/AH,AR/AO.Complete Items C2.a-h below according to the building diagram specified in Item A7. In Puerto Rico only,enter meters. Benchmark Utilized 88 ELEV.(1.56 FT) Vertical Datum: N.G.V.D.1929 Indicate elevation datum used for the elevations in items a)through h)below. ®NGVD 1929 ❑ NAVD 1988 El Other/Source:N/A Datum used for building elevations must be the same as that used for the BFE. Check the measurement used. a)Top of bottom floor(including basement,crawlspace,or enclosure floor) 2.00 E feet ❑meters b)Top of the next higher floor 4.34 E feet ❑meters c) Bottom of the lowest horizontal structural member(V Zones only) N/A E feet ❑meters d)Attached garage(top of slab) N/A ®feet ❑meters e) Lowest elevation of machinery or equipment servicing the building N/A E feet ❑meters (Describe type of equipment and location in Comments) f) Lowest adjacent(finished)grade next to building(LAG) 2_9 E feet ❑meters g) Highest adjacent(finished)grade next to building(HAG) 3_1 E feet ❑meters h) Lowest adjacent grade at lowest elevation of deck or stairs,including structural support N/A E feet ❑meters SECTION D-SURVEYOR, ENGINEER,OR ARCHITECT CERTIFICATION This certification is to be signed and sealed by a land surveyor,engineer,or architect authorized by law to certify elevation information.1 certify that the information on this Certificate represents my best efforts to interpret the data available. 1 understand that any false statement maybe punishable by fine or imprisonment under 18 U.S. Code, Section 1001. X Check here if comments are provided on back of form. Were latitude and longitude in Section A provided by a ❑ Check here if attachments. licensed land surveyor? X Yes ❑ No Certifier's Name ED PINO License Number 6771 Title PRESIDENT Company Name AMERICAN SERVICES OF MIAMI,CORP. Address 9370 SW 72nd ST.,SUITE A-102 City MIAMI State FL ZIP Code 33173 Signature Date December 5,2014 Telephone 305-598-5101 FEMA Form 086-0-33-(7/12) See reverse side for continuation. Replaces all previous editions. • ELEVATION CERTIFICATE, page 2 IMPORTANT: In these spaces,copy the corresponding information from Section A. FOR INSURANCE COMPANY USE Building Street Address(including Apt., Unit,Suite,and/or Bldg.No.)or P.O. Route and Box No. Policy Number: 1632 MERIDIAN AVENUE City MIAMI BEACH State FLORIDA ZIP Code 33139 Company NAIC Number: SECTION D—SURVEYOR, ENGINEER,OR ARCHITECT CERTIFICATION(CONTINUED) Copy both sides of this Elevation Certificate for(1)community official,(2)insurance agent/company,and(3)building owner. Comments HIGHTEST CROWN OF THE ROAD ELEVATION 2.84 FEET(NGVD 1929) -SHOWN LATITUDE&LONGITUDE WERE OBTAINED WITH A HAND HELD GPS UNIT. -AIR CONDITIONER IS LOCATED ON ROOF • Signature - Date December 5,2014 SECTION E—BUILDING ELEVATION INFORMATION(SURVEY NOT REQUIRED)FOR ZONE AO AND ZONE A(WITHOUT BFE) For Zones AO and A(without BFE),complete Items E1—E5.If the Certificate is intended to support a LOMA or LOMR-F request,complete Sections A,B, and C.For Items E1—E4,use natural grade,if available.Check the measurement used.In Puerto Rico only,enter meters. El. Provide elevation information for the following and check the appropriate boxes to show whether the elevation is above or below the highest adjacent grade(HAG)and the lowest adjacent grade(LAG). a)Top of bottom floor(including basement,crawlspace,or enclosure)is ❑feet ❑meters El above or❑below the HAG. b)Top of bottom floor(including basement,crawlspace,or enclosure)is El feet ❑meters ❑above or❑ below the LAG. E2. For Building Diagrams 6-9 with permanent flood openings provided in Section A Items 8 and/or 9(see pages 8-9 of Instructions),the next higher floor (elevation C2.b in the diagrams)of the building is ❑feet ❑meters ❑above or El below the HAG. E3. Attached garage(top of slab)is ❑feet ❑meters El above or ❑below the HAG. E4. Top of platform of machinery and/or equipment servicing the building is ❑feet El meters ❑above or❑below the HAG. E5. Zone AO only: If no flood depth number is available,is the top of the bottom floor elevated in accordance with the community's floodplain management ordinance? El Yes ❑ No ❑ Unknown.The local official must certify this information in Section G. SECTION F—PROPERTY OWNER(OR OWNER'S REPRESENTATIVE)CERTIFICATION The property owner or owner's authorized representative who completes Sections A,B,and E for Zone A(without a FEMA-issued or community-issued BFE) or Zone AO must sign here.The statements in Sections A,B,and E are correct to the best of my knowledge. Property Owner's or Owner's Authorized Representative's Name Address City State ZIP Code Signature Date Telephone Comments ❑Check here if attachments. SECTION G—COMMUNITY INFORMATION(OPTIONAL) The local official who is authorized by law or ordinance to administer the community's floodplain management ordinance can complete Sections A,B,C(or E),and G of this Elevation Certificate.Complete the applicable item(s)and sign below.Check the measurement used in Items G8—G10. In Puerto Rico only,enter meters. G1. El The information in Section C was taken from other documentation that has been signed and sealed by a licensed surveyor,engineer,or architect who is authorized by law to certify elevation information. (Indicate the source and date of the elevation data in the Comments area below.) G2. ❑ A community official completed Section E for a building located in Zone A(without a FEMA-issued or community-issued BFE)or Zone AO. G3. El The following information(Items G4—G10)is provided for community floodplain management purposes. G4.Permit Number G5. Date Permit Issued G6. Date Certificate Of Compliance/Occupancy Issued G7. This permit has been issued for: El New Construction ❑Substantial Improvement G8. Elevation of as-built lowest floor(including basement)of the building: El feet El meters Datum G9. BFE or(in Zone AO)depth of flooding at the building site: ❑feet ❑meters Datum G10.Community's design flood elevation: El feet El meters Datum Local Official's Name Title Community Name Telephone Signature Date Comments ❑Check here if attachments. FEMA Form 086-0-33(7/12) Replaces all previous editions. • ^ . ELEVATION CERTIFICATE, page 3 Building Photographs See Instructions for Item A6. IMPORTANT: In these spaces,copy the corresponding information from Section A. FOR � Buxmnoxa�eAdu�ooynomxnuA�,unu.Sune.onum,Bldg.mo.)mPo. Rumaand Box No.' 1632 MERIDIAN AVENUE ' ,,, ,`.,, ,-, ,..•‘.�������- .,,� ouvMuum|BEACH State FL z|Pooue 3313e If using the E�vadonCerb�co�to obtain NF|P flood insunonce, affix at least 2 building photographs below according to the ins.�uudonu for Item A6. Identify all photographs with date taken; "Front View" and "Rear View"; and. if required, "Right Side View" and Left Side View." When applicable, photographs must show the foundation with representative examples of the flood openings or venta, as indicated in Section A8. If submitting more photographs than will fit on this page, use the Continuation Page. FRONT VIEW(12/2/201 SIDE VIEW(12/2/2014) ,..,,' , :,:„ ---:--1,._ "k„„..,„='-i.',"' -1; ."1;,,., tr4*,,' ' .1' ' 'I.' 'v ' , 444 4 It::„ k. 14:rf 1.,), _,,,, ,, =,4, :i,,:4- . . , p- , .: :.:.:Ft„.„ ;,,-,,,,'f..-:,..;re- i .41 .. • ‘(•.. _ : .. . ..:.„ :„......„...„ , ., . , , .., • . - ,,,-:-,•• - ••••,, , ,.- ., -.%.,,:,,,. , • . ,r. „.., . ,;:_.••E-_--.- = '-'-.- ., „ . _ -_. : --„,..„.„,„,.. .,..,:,,,,,,',,,::.,',:; ,1,,,,,, _, 1 i .':".' 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