FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE
Exhibit 10.43
FIFTH AMENDMENT TO
AND AGREEMENT TO ENTER INTO GROUND LEASE
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE (“Amendment”) is made and entered into as of the 12th day of August, 2010, by and among XXXXXXX X. XXXX, AS SUCCESSOR TRUSTEE PURSUANT TO THE FMC LAND TRUST AGREEMENT NUMBER 1001, AND NOT INDIVIDUALLY (“FMC Seller”), XXXXX HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Hialeah Seller”), XXXXX HEALTHSYSTEM NORTH SHORE, INC., a Florida corporation (“North Shore Seller”), LIFEMARK HOSPITALS, INC., a Delaware corporation (“Palmetto Seller”), XXXXX GOOD SAMARITAN, INC., a Florida corporation (“Samaritan Seller”), and XXXXX ST. MARY’S INC., a Florida corporation (“St. Mary’s Seller”) (collectively called “Seller”), and XXXXXXXXXX WAXMAN CAPITAL, INC., a Florida corporation (“Buyer”).
R E C I T A L S:
A. Seller and Buyer entered into that certain Purchase and Sale Agreement and Agreement to Enter into Ground Lease with an effective date of May 27, 2010 (the “Original Agreement”), pursuant to which Buyer agreed to acquire and Seller agreed to sell certain real property located in Fort Lauderdale, Hialeah, Miami and West Palm Beach, Florida, as amended by that certain Amendment to Purchase and Sale Agreement and Agreement to Enter into Ground Lease dated June 25, 2010 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement and Agreement to Enter into Ground Lease dated July 19, 2010 (the “Second Amendment”), that certain Third Amendment to Purchase and Sale Agreement and Agreement to Enter into Ground Lease dated July 28, 2010 (the “Third Amendment”), and that certain Fourth Amendment to Purchase and Sale Agreement and Agreement to Enter into Ground Lease dated August 4, 2010 (the “Fourth Amendment”) (the Original Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, are collectively referred to as the “Agreement”).
B. Seller and Buyer desire to amend the Agreement upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained in the Agreement and in this Amendment, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:
1. Recitals Incorporated; Certain Defined Terms. The foregoing recitals are true and correct. Unless otherwise defined herein, capitalized terms herein shall have the same meaning as ascribed to them in the Agreement.
2. Purchase Price. Section 1.27 of the Agreement is deleted and replaced with the following:
1.27 Purchase Price. The term “Purchase Price” shall mean the sum of Forty-Seven Million One Hundred Three Thousand Seven Hundred Nine Dollars ($47,103,709), and payable as set forth in Section 2.2.
3. Inspection Period/Second Deposit. Subject to the terms of this Amendment, pursuant to Section 3.5 of the Agreement, Buyer elects to proceed to close under the Agreement, accepts the Property in its “as is” condition and, simultaneous with the execution of this Amendment, submits the Second Deposit to Escrow Holder, as required by Section 2.2.2 of the Agreement. Buyer hereby waives any and all right to terminate or otherwise cancel the Agreement pursuant to Section 3.5 of the Agreement. In addition, except as set forth in Section 7 below, Buyer hereby waives any and all title, survey, zoning or land use objections related to the Property, and agrees to accept title to the Property at Closing in its “as-is” condition, subject to (i) the terms of Section 3.3 of the Agreement concerning New Title Objections, and (ii) Seller’s obligation to deliver the closing documents at Closing in accordance with the terms of the Agreement, as amended by this Amendment.
4. Contingency for Finalizing Forms of Certain Closing Documents, Parking. Buyer and Seller acknowledge that, as of the date of this Amendment, the parties have not finalized (a) the forms for the Ground Lease, REA, or the tenant space lease, (b) the allocation of the Purchase Price as to each Property, and (b) the use, after Closing, of parking spaces in the Pal-Med garage adjacent to the Palmetto Medical Building by tenants of the Palmetto Medical Building. Following the execution of this Amendment, the parties shall endeavor, in good faith, to finalize the forms of the aforementioned closing documents and agree upon the Purchase Price allocation and the use of parking spaces in the Pal-Med garage. If the parties are unable to agree upon the foregoing within fifteen (15) days after the date of this Amendment, then the Agreement shall automatically terminate, in which case the Deposit shall be forthwith returned to Buyer and Buyer and Seller shall be relieved, as to each other, of all obligations under the Agreement, except as otherwise provided in the Agreement, as amended by this Amendment.
5. Closing Date/Extension. The Closing Date, as defined in Section 1.3 of the Agreement, is hereby modified to be September 8, 2010. Provided that Buyer is not in default under the terms of the Agreement, as amended by this Amendment, Buyer, at Buyer’s option, shall have the right to extend the Closing Date to be October 8, 2010, which may be exercised by Buyer, if at all, by delivery, not later than 2:00 pm Dallas, Texas time on September 1, 2010, of the following: (i) written notice to Seller of Buyer’s election to extend the Closing Date pursuant to the terms of this Section; and (ii) an additional Five Hundred Thousand Dollar ($500,000.00) deposit in immediately available funds by wire transfer (the “Extension Deposit”) to the Escrow Holder and as a condition to the effectiveness of such extension. Upon payment of the Extension Deposit, the Extension Deposit shall become part of the Deposit, as defined in Section 1.7 of the Agreement.
6. 3-14 Financial Audit Assistance. For a period up to seventy-five (75) days post-closing, and provided the request does not unduly burden the local hospital administrators, and at no cost or expense to Seller, Seller agrees to continue to provide 3-14 financial audit assistance and accounting data room access to Buyer and its accounting consultant. This provision shall survive Closing.
7. Title.
(a) Notwithstanding Section 3.4 of the Agreement to the contrary, Seller agrees that it shall perform the following at or prior to Closing:
(i) Seller will obtain satisfaction and release of, cure, remove from the Title Reports, insure over, or bond off, those certain claims of lien attached hereto as Exhibit “A” and made a part hereof; and
(ii) As to the Xxxxxx Xxxxxx Building, Seller will execute and deliver the termination of lease in the form attached hereto as Exhibit “B” and made a part hereof.
(b) Notwithstanding Section 3.4 of the Agreement to the contrary, with respect to the outstanding Notices of Commencement referenced in the Title Report which may affect all or any portion of the Properties (“NOC’s”), Seller shall continue to work to meet prior to Closing those requirements of the Title Company which are acceptable to Seller, in Seller’s sole discretion, to allow the Title Company to be able to insure title to the Properties without any exceptions for such outstanding NOC’s. It shall be a condition precedent to Buyer’s obligation to close that the Title Company will insure, at Closing, title to the Properties without any exception for such outstanding NOC’s.
8. Full Force and Effect. This Amendment is a part of the Agreement; provided, however, that in the event that there are any inconsistencies between the terms and provisions of this Amendment and the remaining portions of the Agreement, the terms and provisions of this Amendment shall govern, control and prevail. In all other respects, the Agreement shall be unchanged and shall remain in full force and effect. As an inducement to enter into this Amendment, Seller and Buyer each represent and warrant to the other, as applicable (i) that the execution and delivery of this Amendment has been fully authorized by all necessary action, (ii) that the person signing this Amendment has the requisite authority to do so and the authority and power to bind the party on whose behalf they have signed, and (iii) that to the best of their knowledge and belief, neither party is in default under the Agreement as of the date of this Amendment, and this Amendment is valid, binding and legally enforceable in accordance with its terms.
9. Counterparts. This Amendment may be executed in any number of identical counterparts, any or all of which may contained the signatures of fewer than all of the parties but all of which shall be taken together as a single instrument. This Amendment may be executed by facsimile or “.pdf” signatures and a facsimile or “.pdf” of a signature shall have the same legal effect as an originally drawn signature.
10. Binding Effect; Entire Agreement; Governing Law. This Amendment is binding upon and inures to the benefit of the successor and permitted assigns of the parties. The Agreement as amended by this Amendment embodies the complete agreement between the parties with respect to the subject matter hereof. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida.
11. Miscellaneous. The captions appearing in this Amendment are for convenience only and no way define, limit, construe or describe the scope or intent of any section or paragraph. This Amendment shall not be construed more or less favorably with respect to either party as a consequence of the Amendment or various provisions hereof have been drafted by one of the parties hereto.
[SIGNATURES APPEAR ON NEXT PAGES]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day, month and year first written above.
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SELLER: | |
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/s/ Xxxxxxx X. Xxxx | |
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XXXXXXX X. XXXX, AS SUCCESSOR | |
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TRUSTEE PURSUANT TO THE FMC | |
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LAND TRUST AGREEMENT NO. 1001 | |
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XXXXX HIALEAH HEALTHSYSTEM, | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Authorized Signatory |
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XXXXX HEALTHSYSTEM NORTH | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Authorized Signatory |
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LIFEMARK HOSPITALS, INC., a | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Authorized Signatory |
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XXXXX GOOD SAMARITAN, INC., a | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Authorized Signatory |
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XXXXX ST. MARY’S INC., a Florida | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Authorized Signatory |
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BUYER: | |
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XXXXXXXXXX WAXMAN CAPITAL, | |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
President |
CFN 20090329766
OR BK 23458 PG 1745
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Recording requested by: One Call Property Services, Inc. |
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When recorded, mail to: |
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Name: Tenant Good Samaritan, Inc. |
Space above reserved for use by Recorders Office |
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Address: PO Box 92129 |
Document prepared by: |
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City: Southlake |
Name: One Call Property Services, Inc. |
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Xxxxx/Xxx: XX, 00000 |
Address: 0000 XX Xxxxxxx Xxx #000 |
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Xxxx/Xxxxx/Xxx: Xxxxxx, XX 00000 |
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Claim of Lien State of: Florida |
RECORDED 09/23/2009 12:57:27 |
I, Xxxxx Xxxxxxxxx, being duly sworn, state the following: In accordance with an agreement to provide labor and/or material, I did furnish the following labor and/or materials:
Remediation and Reconstruction after water heater overflowed on the 9th Floor, (Flooding the floors below)
on the following described real property located in Palm Beach County, State of Florida, commonly known as: 0000 X Xxxxxxx Xxxxx, Xxxx Xxxx Xxxxx, XX 00000
and legally described as:
15-43-43, S 165 Ft of N 495 Ft of Gov Lt 6 (74-43-43-15-00-006-0100)
which property is owned by Tenant Good Samaritan, Inc., whose address is XX Xxx 00000, Xxxxxxxxx, XX, 00000-0000, of a total value of $112,086,85 of which there remains unpaid $112,086,85, and I further state that I furnished the first of the items on the date of June 21st 2009, and the last of the items on the date of July 14th 2009.
I hereby, under the laws of the State of Florida, claim a lien against the above-described property in the amount of money, stated above, which remains unpaid to me.
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/s/ Xxxxx Xxxxxxxxx |
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Xxxxx Xxxxxxxxx - President |
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Signature of Person Claiming Lien |
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Name of Person Claiming Lien |
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Address of Person Claiming lien: |
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0000 XX Xxxxxxx Xxx #000 |
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Xxxxxx, XX 00000 |
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On Sept 10th 2009, Xxxxx Xxxxxxxxx came before me personally and, under oath, stated that he/she is the person described in the above document and that he/she signed the above document in my presence.
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/s/ Xxxxxxxx Xxxxxx |
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{Seal} |
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Notary Signature |
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Notary Public, |
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FILE NUM 20090357935 OR BOOK/PAGE 23493/0826 DATE: 10/14/2009 13:02:54 Pg 0826: (1pg)
Xxxxxx X. Xxxx, CLERK & COMPTROLLER
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Recording requested by: One Call Property Services Inc. |
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When recorded, mail to: |
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Name: Tenant Good Samaritan. Inc. |
Space above reserved for use by Recorders Office |
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Address: PO Box 92129 |
Document prepared by: |
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City: Southlake |
Name: One Call Property Services, Inc. |
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Xxxxx/Xxx: XX, 00000 |
Address: 0000 XX Xxxxxxx Xxx #000 |
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Xxxx/Xxxxx/Xxx: Xxxxxx, XX 00000 |
Amended Claim of Lien
State of: Florida
County of: Palm Beach
I, Xxxxx Xxxxxxxxx, being duly sworn, state the following: In accordance with an agreement to provide labor and/pr material, I did furnish the following labor and/or materials:
Remediation after water heater overflowed on the 9th Floor, (Flooding the floors below)
on the following described real property located in Palm Beach County, State of Florida, commonly known as: 0000 X Xxxxxxx Xxxxx, Xxxx Xxxx Xxxxx, XX 00000
and legally described as:
15-43-43, S 165 Ft of N 495 Ft of Gov Lt 6 (74-43-43-15-00-006-0100)
which property is owned by Tenant Good Samaritan, Inc., whose address is XX Xxx 00000, Xxxxxxxxx, XX, 00000-0000, of a total value of $123,711,69 of which there remains unpaid $123,711.69, and I further state that I furnished the first of the items on the date of June 21st 2009, and the last of the items on the date of July 14th 2009.
I hereby, under the laws of the State of Florida, claim a lien against the above-described property in the amount of money, stated above, which remains unpaid to me.
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/s/ Xxxxx Xxxxxxxxx |
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Xxxxx Xxxxxxxxx - President |
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Signature Person Claiming Lien |
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Name of Person Claiming Lien |
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Address of Person Claiming lien: |
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0000 XX Xxxxxxx Xxx #000 |
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Xxxxxx, XX 00000 |
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On Sept 10th 2009, Xxxxx Xxxxxxxxx came before me personally and, under oath, stated that he/she is the person described in the above document and that he/she signed the above document in my presence.
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/s/ Xxxxxxxx Xxxxxx |
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{Seal} |
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Notary Signature |
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Notary Public, |
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FILE NUM 20090382683 OR BOOK/PAGE 235250678 DATE: 11/02/2009 16:04:03 Pg 0678: (1pg) Xxxxxx X. Xxxx, CLERK & COMPTROLLER
WARNING!
THIS LEGAL DOCUMENT REFLECTS THAT A CONSTRUCTION LIEN HAS BEEN PLACED ON THE REAL PROPERTY LISTED HEREIN. UNLESS THE OWNER OF SUCH PROPERTY TAKES ACTION TO SHORTEN THE TIME PERIOD, THIS LIEN MAY REMAIN VALID FOR ONE YEAR FROM THE DATE OF RECORDING, AND SHALL EXPIRE AND BECOME NULL AND VOID THEREAFTER UNLESS LEGAL PROCEEDINGS HAVE BEEN COMMENCED TO FORECLOSE OR TO DISCHARGE THIS LIEN.
SECOND AMENDED CLAIM OF LIEN
State of Florida
County of Palm Beach
Before me, the undersigned notary public, personally appeared Xxxxx Xxxxxxxxx, who was duly sworn and says that she is the President of the lienor herein, One Call Property Services, Inc., whose address is 0000 XX Xxxxxxx Xxxxxxx #0, Xxxxxx, XX 00000; and that in accordance with a contract with Tenant Good Samaritan, Inc., lienor furnished labor, services, or materials consisting of remediation after water heater overflowed on the 9th floor including remediation work to floors below, on the following described real property in Palm Beach County, Florida; 0000 X. Xxxxxxx Xx., Xxxx Xxxx Xxxxx, XX 00000.
15-43-43- S 165 Ft of N495 Ft of Gov Lt 6 (74-43-43-15-00-006-0100).
owned by Tenant Good Samaritan, Inc., whose address is X.X. Xxx 00000, Xxxxxxxxx, XX, 00000-0000, of a total value of $123,711,69, of which there remains unpaid $123,711,69, and furnished the first of the items on June 21, 2009, and the last of the items on July 24, 2009.
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/s/ Xxxxx Amprosius |
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Xxxxx Amprosius |
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Sworn to and subscribed before me this 30th day October of 2009, by Xxxxx Xxxxxxxxx..
(Signature of Notary Public - State of Florida)
(Print Type, or Stamp Commissioned Name of Notary Public)
Personally Known x OR Produced Identification o
Type of Identification Produced [ILLEGIBLE]
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/s/ Xxxxxxxx Xxxxxx |
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(Seal) |
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Notary Signature |
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Notary Public, | ||
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CLAIM OF LIEN [ILLEGIBLE] |
RAMCO FORM 129% |
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Claim of Lien | ||||
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Name: |
R.E.N.O. INC. | |||
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Address: |
0000 X.X. 00 Xxxxxx | |||
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Xxxxx, XX 00000 |
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This Instrument Prepared by: |
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Name: |
MBZ SERVICES / ZAHLENE ENGINEERING |
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0000 XX 000 XXXXXX |
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Xxxxxxx: |
XXXXX XXXXXXX 00000 |
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XXXXXXX XXXXXXX |
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Property [ILLEGIBLE] |
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Folio Number(1): |
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SPACE ABOVE THIS LINE FOR RECORDING DATA |
SPACE ABOVE THIS LINE FOR RECORDING DATA |
THIS LEGAL DOCUMENT REFLECTS THAT A CONSTRUCTION LIEN HAS BEEN PLACED ON THE REAL PROPERTY LISTED HEREIN. UNLESS THE OWNER OF SUCH PROPERTY TAKES ACTION TO SHORTEN THE TIME PERIOD, THIS LIEN MAY REMAIN VALID FOR ONE YEAR FROM THE DATE OF RECORDING, AND SHALL EXPIRE AND BECOME NULL AND VOID THEREAFTER UNLESS LEGAL PROCEEDINGS HAVE BEEN COMMENCED TO FORECLOSE OR TO DISCHARGE THIS LIEN.
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STATE OF FLORIDA |
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COUNTY OF MIAMI DADE |
Before me, the undersigned Notary Public, personally appeared XXXXXXX XXXXXXX Who was duly sworn and says that he is (the lienor herein) (the agent of the lienor herein)
(DELETE ONE)
MBZ SERVICES / ZAHLENE ENGINEERING
(Lienor’s Name)
whose address is 0000 XX 000 XXXXXX, XXXXX XXXXXXX 00000.
(Lienor’s Address)
and that in accordance with a contract with THOMASEVICH CONST INC.
00000 XXXXXX XXXX XXXX XXXXXXXXXX XXXXXXX 00000.
lienor furnished labor, services or materials consisting of: (Describe specially fabricated materials separately)
SAND AND FILL
on the following described real property in MIAMI DADE County, State of FLORIDA:
(Describe real property sufficiently for identification, including street and number, if known)
0000 XXXX 00 XXXXXX, XXXXXXX XXXXXXX
TRACTS 53,54,55,56 & TRACT 59 FLORIDA FUIT LANDS COMPANY’S SUBDIV NO 1 OF SEC 27/52140PLAT BOOK 2/17 AS RECORDED IN THE PUBLIC RECORDS OF MIAMI DADE COUNTY FLORIDA.
owned by LIFEMARK HOSPITALS OF FLORIDA INC.d/b/a PALMETTO GENERAL HOSPITAL of a total value of SIX THOUSAND FIVE HUNDRED TWENTY FIVE dollars ($6,525.00) of which there remains unpaid $6,525,000 and furnished the first of the items on 2-18-10, and the first of the items on JOB PENDING, and (if the lien is claimed by one not in privity with the owner) that the lienor served his notice to owner on 3-10-10, , by CERTIFIED MAIL (Method of Service) and, (if required) that the lienor served copies of the notice on the contractor on , by , (Method of Service) and on the subcontractor,
on , , by (Method of Service)
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Lienor Signature |
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MBZ SERVICES / ZHLENE ENGINEERING |
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Printed Name |
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By |
/s/ Xxxxxxx Xxxxxxx |
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Agent Signature |
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Xxxxxxx Xxxxxxx |
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Printed Name |
STATE OF FLORIDA )
COUNTY OF MIAMI DADE )
Sworn to and subscribed before me this 17th day of May 2010. (Check one:) x Afflant is personally known to me. o Afflant provided the following type of identification: .
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/s/ Xxxxxxx Xxxxxx |
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Notary Signature | |
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Xxxxxxx Xxxxxx | |
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Printed Name |
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Return to self-addressed & Stamped Envolop |
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Name |
XXXXXXXX CONCRETE MATERIALS INC. |
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Address |
0000 XX 000xx Xxxxxx |
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Xxxxxx, Xxxxxxx 00000 |
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This Instrument Prepared by: |
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Xxxxxxx X. Xxxxxx |
Lien served via Certified Mail: | ||||
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Address: |
XXXXXXXX CONCRETE MATERIALS INC. |
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0000 XX 000xx Xxxxxx |
Hialeah Hospital Inc. |
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Xxxxxx, Xxxxxxx 00000 |
Florida Engineering & Development Corp. |
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Property Appraisers Parcel Identification (Folio) Number (s): |
The Terracon Group, Inc. |
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SPACE ABOVE THIS LIEN FOR PROCESSING DATA |
SPACE ABOVE THIS LIEN FOR PROCESSING DATA |
CLAIM OF LIEN
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STATE OF |
FLORIDA |
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COUNTY OF |
DADE |
Before me, the undersigned Notary Public, personally appeared XXXXXXX XXXXXXXX who was duly sworn and says that he is the (the lienor herein) (the agent of the lienor herein)
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XXXXXXXX CONCRETE MATERIALS INC. |
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LIENOR’S NAME |
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whose address is |
0000 XX 000xx Xxxxxx Xxxxxx Xxxxxxx 00000 |
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(LIENOR’S ADDRESS) |
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and that in accordance with a contract with Florida Engineering & Development Corp. 00000 Xxxxxxxx Xxx Xxxxx 000, Xxxxx Xxxxx, XX 00000 lienor furnished labor, services or materials consisting of:(Describe specially fabricated materials separately)
CONCRETE LABOR AND MATERIALS
WARNING! THIS LEGAL DOCUMENT REFLECTS THAT A CONSTRUCTION LIEN HAS BEEN PLACED ON THE REAL PROPERTY LISTED HEREIN. UNLESS THE OWNER OF SUCH PROPERTY TAKES ACTION TO SHORTEN THE TIME PERIOD, THIS LIEN MAY REMAIN VALID FOR 1 YEAR FROM THE DATE OF RECORDING, AND SHALL EXPIRE AND BECOME NULL AND VOID THEREAFTER UNLESS LEGAL PROCEDINGS HAVE BEEN COMMENCED THE FORECLOSE OR TO DISCHARGE THIS LIEN.
On the following described real property in DADE County, State a FLORIDA (Described real property sufficiently for identification, Including [ILLEGIBLE]
0000 X 0 XXX / A/D/A/ 000 X 00 XX XXXXXXX XXXXXXX HOSPITAL PARKING LOT SEC 8-53/41 PS 34 PG 26 HIALEAH 13TH ADDN AMD PL REV 7 B/2 OF ALLEY LYG 5 [ILLEGIBLE] ADJ REF FOLIO #04-3108-001-1880 DADE COUNTY, FL NO NOC/BOND AVAILABLE
Owned by Hialeah Hospital, Inc. c/o Complex Property Advisors Corp., X.X.XXX 00000, Xxxxxxxxx, XX 00000 of a total value of FOUR THOUSAND EIGHT HUNDRED SIXTY SEVEN Dollars [ILLEGIBLE] of which there remarks unpaid $2,780.55, and furnished the first of the items on July 1, 2009 and the last of the items on July 6, 2009 and (if the lien is claimed by one not in privity with the owner) that the listeor served his notice to owner on 8/11/2009 by Certified Mail No. 7007 2560 0002 7626 5243 (Method of Service) and, (if required) that the lienor served copies of the notice on the contractor on by (Method of Service) and on the Surety on by (Method of Service)
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/s/ Xxxxxxx Xxxxxxxx |
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Lienor Signature |
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XXXXXXXX CONCRETE MATERIALS INC |
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By: |
Xxxxxxx Xxxxxxxx |
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AGENT SIGNATURE |
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Xxxxxxx Xxxxxxxx |
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PRINTED NAME |
Sworn to and subscribed before me this 5TH day of OCTOBER 2009 by Xxxxxxx Xxxxxxxx
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/s/ Xxxxxxx Xxxxxx |
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Notary Signature | |
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Xxxxxxx Xxxxxx | |
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My commission expires April 19th 2010 |
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Prepared By: XXXXXX XXXXX |
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Return to: United Rentals |
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0000 Xxxxxxxx Xxxx |
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XXX 000 |
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Xxxxxxxxx X.X. 00000 |
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000-000-0000 |
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Date: July, 07 2010 |
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CLAIM OF LIEN
(Per Chapter 713 of the Florida Statues)
WARNING: THIS LEGAL DOCUMENT REFLECTS THAT A CONSTRUCTION LIEN HAS BEEN PLACED ON THE REAL PROPERTY LISTED HEREIN. UNLESS THE OWNER OF SUCH PROPERTY TAKES ACTION TO SHORTEN THE TIME PERIOD, THIS LIEN MAY REMAIN VALID FOR ONE YEAR FROM THE DATE OF RECORDING, AND SHALL EXPIRE AND BECOME NULL AND VOID THEREAFTER UNLESS LEGAL PROCEEDINGS HAVE BEEN COMMENCED TO FORECLOSE OR TO DISCHARGE THIS LIEN.
MIAMI-DADE COUNTY
STATE OF FLORIDA
Before me, the undersigned authority, personally appeared Xxx Xxxxxx, who being duly sworn, says that he/she is the authorized agent for the lienor herein, United Rentals whose address is 0000 XX 00XX XXXXXX, XXXXX, XXXXXXX 00000, and that in accordance with a contract with THOMASEVICH CONSTRUCTION INC, 1093953 for miscellaneous equipment rentals, sales, service, repairs, and related items, on the following described real property or leasehold in MIAMI-DADE COUNTY, FLORIDA:
for the improvement of real property indentified as:
FOLIO 0420270010660 TRACTS 53-56 & 59 FL FRUIT LANDS CO SUBD #1, SECTION 27
TOWNSHIP 52 RANGE 40, MIAMI DADE COUNTY FLORIDA MORE PARTICULARLY
DESCRIBED IN OR BOOK 27033 PAGE 3766;
0000 X 00XX XX, XXXXXXX, PARKING LOT
under an order given by: THOMASEVICH CONST INC
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OWNED BY: |
LIFEMARK HOSPITALS FL INC |
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PALMETTO GENERAL HOSPITAL |
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0000 XXXXX XX |
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XXXXX XXXXXXX XX 00000 |
For a total value of $14,772.84 of which $11303.34 remains unpaid for which United Rentals claims a lien on the above-described real property.
He further states that the lienor furnished the first of same on 03/05/2010 the last of the same on 06/17/10 the (if the lien is claimed by one not in privity with the owner that) the lienor served his Notice to the Owner on 04/09/10 by Certified mail 71073226748015459243, to the Owner by certified mail 71073226748015459250, to the General Contractor 71073226748015459274, to Financier by certified mail # N/A, and to Surety/Bond # N/A, and to other interested parties via Certified Mail 71073226748015459267. United Rentals is in Privity with the Owner.
Under penalties of perjury I declare that I have read the foregoing and the facts alleged are true, to the best of my knowledge and belief.
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/s/ Xxx Xxxxxx |
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Authorized Agent/United Rentals, Inc |
Sworn to and subscribed to before me 7/13/10 by Xxx Xxxxxx who is personally known to me.
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/s/ Xxxxxxxx Xxxxxxx |
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Notary signature |
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My Commission Expires |
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EXHIBIT “B”
COPY OF TERMINATION OF LEASE
THIS INSTRUMENT PREPARED BY:
Xxxxx X. Xxxxxxx, Esq.
XxXxxxxxx Will & Xxxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
TERMINATION OF LEASE
THIS TERMINATION OF LEASE (“Termination”) is made as of the day of , 2010, by XXXXX GOOD SAMARITAN. INC., a Florida corporation, whose post address is c/o Tenet Healthcare Corporation, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 Attn: Xxxxxxxx Xxxxxxxx (“Xxxxx”).
WITNESSETH:
WHEREAS, by that certain Ground Lease Agreement dated September 12, 1986 (the “Lease”), by and between Good Samaritan Hospital, Inc., a Florida not-for-profit corporation (“Hospital”), as landlord, and Good Samaritan Health Systems, Inc., a Florida not-for-profit corporation (“Systems”), as tenant, Hospital leased to Systems that certain real property located in Palm Beach County, Florida, as more particularly described in Exhibit A attached hereto and made a part hereof (the “Premises”), and which Lease was evidenced by that certain Memorandum of Lease dated September 12, 1986, and recorded in Official Records Book 5007, Page 1784, of the Public Records of Palm Beach County, Florida (the “Memorandum”); and
WHEREAS, Systems conveyed to Hospital, by that certain Special Warranty Deed Transferring Title to Improvements dated November 30, 1995, the improvements located on the Premises (the “Improvements”), subject to the terms of the Lease;
WHEREAS, Systems assigned its rights as tenant under the Lease to Hospital by that certain Assignment of Ground Lease dated November 30, 1995, and recorded in Official Records Book 9014, Page 908, of the Public Records of Palm Beach County, Florida; and
WHEREAS, Hospital subsequently assigned its rights under the Lease to Xxxxx by that certain Memorandum of Lease Assignment dated July 1, 2001, and recorded in Official Records Book 13867, Page 579, of the Public Records of Palm Beach County, Florida; and
WHEREAS, Hospital conveyed to Xxxxx fee simple title to the Premises, including the Improvements, by virtue of that certain Special Warranty Deed dated July 1, 2001, and recorded in Official Records Book 12694, Page 1877, and that certain Corrective Special Warranty Deed dated July 1, 2001, and recorded in Official Records Book 12909, Page 110, all of the Public Records of Palm Beach County, Florida; and
WHEREAS, Xxxxx is the current holder of all of the rights, title and interest of the landlord and the tenant under the Lease; and
WHEREAS, Xxxxx desires to confirm the termination of the Lease and to confirm in the public records that the Lease (and the Memorandum) have been terminated and are null, void and of no further force or effect.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Xxxxx hereby states as follows:
1. The foregoing recital are true and correct and made a part hereof.
2. Xxxxx hereby confirms that the Lease has been terminated and that the Lease and the Memorandum are null, void and of no further force or effect.
[SIGNATURE APPEARS ON NEXT PAGE]
IN WITNESS WHEREOF, Xxxxx has caused this Termination to be duly executed and sealed as of the date first above written.
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XXXXX: | |||||
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XXXXX GOOD SAMARITAN. INC., a Florida corporation | |||||
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The foregoing instrument was acknowledged before me this day of , 2010, by , as a/the of XXXXX GOOD SAMARITAN. INC., a Florida corporation, on behalf of said entity. He is personally known to me or has produced as identification.
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EXHIBIT A
LEGAL DESCRIPTION
The South 165 feet of the North 495 feet of Government Xxx 0, Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, Xxxx Xxxx Xxxxx, Xxxx Xxxxx Xxxxxx, Xxxxxxx.
