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O-64-37 MIAMI SHORES VILLAGE ORDINANCE NO. f' F AN ORDINANCE AUTHORIZING AND RATIFYING THE ACQUISITION, CONSTRUCTION AND MAINTENANCE OF A VILLAGE GOLF COURSE, THE PURCHASES OF LANDS THEREFOR AND THE MEANS AND METHOD OF FINANCING SAID PROJECT, INCLUDING THE MAKING OF MORTGAGES THEREOF TO ETHEL M. HAUK AND BESSEMER PROPERTIES, INCORPORATED, AND ISSUANCE OF GENERAL OBLIGATION CERTIFICATES OF INDEBTEDNESS FOR $102000.00 AND INTEREST; APPROVING THE PLAT, PLANS, SPECIFICATIONS, CONTRACTS AND FRANCHISES FOR CONSTRUCTION AND OPERATION THEREOF AND THE CHARTER OF MIAMI SHORES GOLF & COUNTRY CLUB, INC. ; DIRECTING CONVEYANCE TO BESSEMER PROPERTIES, INCORPORATED, OF PART OF SAID LANDS NOT NEEDED FOR SAID COURSE AND PAID FOR BY SAID COMPANY; APPOINTING A GOLF COURSE COMMITTEE TO 'SUPERVISE CONSTRUCTION AND OPERATION OF SAID GOLF COURSE; EXEMPTING SAID GOLF COURSE PROPERTY FROM TAXATION; RATIFYING ALL ACTS OF THE VILLAGE OFFICERS AND ATTORNEY; AND RELATING GENERALLY TO SAID GOLF COURSE. BE IT ORDAINED BY MIAMI SHORES VILLAGE: Section 1. AREAS, the Council and citizens have endeavored for several years to obtain a golf course in the Village and now by the liberal cooperation of private interests and the Works Progress Administration of the United States a plan has been devised and means arranged to acquire and con- struct a golf course and clubhouse, and the Council has deliberately decided, after extended consideration, that such golf course and clubhouse are highly desirable and that the terms and conditions heretofore and herein proposed by the Council for such purpose will be of great and inestimable advantage to said Village and the citizens thereof; WHEREAS, it is necessary that the certificates of indebtedness herein mentioned be authorized by an election, and it is desired to obtain an expression and any additional authority that may be necessary from the electors and property owners concerning the financing and other features of said project; THEREFORE, this Ordinance and Resolution are adopted to provide for the acquisition, construction and operation of said golf course and clubhouse, subject to an election as herein and by law provided. Section 2. That the Village Manager and attorney are authorized, for said purpose, to purchase, in fee simple, the following lands for the following prices: FROM ETHEL M. HAUKI A WIDOW, The SW4 of the SEj of Section 31, Township 52 South, Range 42 East, less the subdivision of Golf View Estates, per plat heretofore approved, and recorded in Plat Book 39, page 89, Public Records of Dade County; for $202000.000 secured by a mortgage dated October 15th, 1937, payable on or before twenty (20) years, without interest. FROM BESSEMER PROPERTIES. INCORPORATED: PARCEL 1. All of the Subdivision known as SHOREHART, in- cluding all rights in the streets, alleys, and ways therein, as shown by the Plat recorded in Plat Book 19, at page 80, of the Public Records of Dade County, Florida, excepting Lots Four (4) and Six (6) , in Block 2, of said subdivision. PARCEL 2. The East Three .Hundred Thirty (WO) feet of the North Three Hundred Forty (340) feet of the North Half (NJ) of the Northwest Quarter (Nwi) of the Northeast Quarter (NE4) of Section 6, Township 53, South,. Range 42 East, containing Two and a Half (2a) acres, more or less. -PARCEL 3. The Southeast Quarter (SEI) of the Southeast Quarter (SE-41) of Section 31, in Township 53 'South, Range 42 East, excepting the easements or rights-of-way of the Florida East Coast Railroad, and of the Biscayne Drainage District, or Canal. PARCEL 4. That part of the .South Half (s z) of the North Half (NJ) of Government Lot One M ., of Section Six (6) .. . Township Fifty Three (53) South, Range Forty Two (42) East, West of Florida East Coast Railroad right-of- way. Those parts of the South Half (SI) of the North Half (N2) and the North Half (NJ) of the South Half (S2), of Government Lot 1, in Section 6, Township 5B South, Range 42 East, east of the Florida East Coast Railroad right-of-way, otherwise described as the South Half (S*) of the North Half ' (NJ) and the North Half (NA) of the South Half (SJ) , of the Northeast Quarter (NEI) of the Northeast Quarter (NEI) . of Section 6, Township 53 South, Range 42 East, lying east of said railroad right-of-way; including the lands shown as Geo. M. Phippen's Subdivision, according to Plat recorded in Plat Book 1, page 250 Public Records of Dade County, -2- Florida, together with all rights in the lands shown as .streets, alleys and ways on ,said plat; excepting, however, from the lands hereby conveyed all lands lying south of a line drawn sixty (60) feet north of and parallel to the north line of Blocks One Hundred Sixty Nine (169) and One Hundred ;Seventy (170) , of. MIAMI SHORES, Section 8, a subdivision according to plat recorded in Plat Book 14, at page ZZ,, Public Records of said county, for $60,000, which sum and the loan of $741,818_hereinafter mentioned shall be secured by a mortgage of said golf course, as hereinafter provided, payable in semi-annual installmetts of $g45061 with interest at 5% per annum, commencing one year from the date of completion of said golf course but not later than twenty two (22) months after execution. of, said mortgage. FROM MARY A. FOWLER, A WIDOW: J Lot Four (4) in Block Two (2) of SHOREHART, per said plat in Plat Book 19, page 80, of said public records, for $500.00, cash; FROM MAUDE T. WARE, A WIDOW: Lots One (1) and Two (2) , in Block Two (2) , KENNEDYIS FIRST SUBDIVISION OF BISCAYNE, per Plat Book 3, page 144, Public Records of Dade County, Florida, for $600.00 cash; FROM F. H. HOHLY AND FREDERICA HOHLY, HIS WIFE: Lots Four (4), Five (5) , Ten (10) , Eleven (11) ,* in Block One` (1) , KENNEDYIS FIRST SUBDIVISION OF BISCAYNE, per said plat, in Plat Book Z. page 144, of said public records, for $800.00, cash; FROM ERIC N. CARLSON AND LURA D. CARLSON, his wife: The NJ of the N$ of the NEI of the NE-41 of Section 6, Township 53 South, Range 42 East, east of the right-of-way of said Florida East Coast Railroad, for $2,750.00, cash; FROM FLORENCE TOIVIM, A SINGLE WOMAN: Lot 8, of Block 173, and Lot 25, of Block 171, of Miami Shores, Section 8, according to Plat thereof recorded in Plat Book 14, gage 33, Public Records cE Dade County, Florida, and Tracts or Blocks 171-A, 171-B, 171-C, 172-A, 172-B, 172-C, 173-A, 173-B, 173-C and 174, 9.11 according to revised Plat of Section 8, Miami Shores, a Subdivision, in Section 5, Township 53 South, Range 42 East, recorded in Plat Book 31, page 41, Public Records of Dade County, Florida. for $16,500.00 cash, of which price the sum of $4,950.00 is to be paid by Bessemer Properties, Incorporated, over and above the $74,518.00 loan by it to the Village hereinbefore and hereinafter mentioned; that in consideration of said $4,950.00 to be used in said purchase of all of said Towvim tract, the following described portion of said lands which portion is not needed for said golf course and for which said $4,950.00 is a fair price, shall be conveyed to Bessemer Properties, Incorpor- ated, upon the Village obtaining title thereto by said purchase, t o-wit: TRACT 31-A Starting at the Northwest (NW) corner of Section 5, Township 53 South, Range 42 East, run South 89 degrees, .55 minutes, 05.5 seconds East along the north line of said Section, a distance of , 230.00 feet to the point of beginning of the tract herein described: Thence deflecting to the right 51 degrees, 24 minutes, 34 seconds, run South 38 degrees, 36 minutes 31.5 seconds East a distance of 480.96 feet; thence, deflecting 51 degrees, 24 minutes, 34 seconds to the left roan South 89 degrees, 55 minutes, 05.5 seconds East a distance of 116.20 feet; thence deflecting 38 degrees, 51 minutes, 12.5 seconds to the right, run South 51 degrees, 03 minutes 53 seconds East a distance of 145.00 feet; thence deflecting 90 degrees to the left, run North n 38 degrees, 56 minutes 07 seconds East, a distance of 599.54 feet to the korth' line of said Section 5; thence, deflecting 128 degrees, 51 minutes, 12.5 seconds to the left run North 89 degrees, 55 minutes 05.5 seconds West a distance of 905 23 feet to the point of beginning, containing 5.42jacres more or less; being parts of Blocks 171' and 172 of Miami Shores, Section 8, a subdivision, according to plat recorded in Plat Book 14, page 33, Public Records of Dade County, Florida, and parts of the tracts comprising the same as revised, according to plat in Plat Book 31, page 41, of said records; and including all rights and titles in lands in said described whole tract, shown as streets..or alleys according to said old plat, or said. revised plat, and acquired by Miami Shores Village°from Florence Towvim, or otherwise heretofore or hereafter acquired,before -4- or after such deed; That the mayor and village manager execute and deliver deed thereof in accordance herewith. Section Z. That the Village attorney is authorized and directed to acquire by condemnation Lot Six (6) , in Block Two (2) . of SHOREHART and Lot Twenty (20) , in Block One Hundred Seventy Two (172) , MIAMI SHORES, Section 8, aforesaid; also a triangular tract of one half acre in the Southwest corner of Section 32, Township 52 South, Range 42 East, and a strip 100 feet wide along the hypotenuse of said triangle; also, to acquire by donations or by condemnation the lands shown as streets, alleys and ways in said named subdivision (if any) not heretofore acquired and held by the Village; that the purchase prices and cost of acquiring all of said lands be paid from the proceeds of a loan of $74,518.00 to be made to the Village by Bessemer Properties, Incorporated, (to be secured by the mortgage above and hereinafter mentioned) ; excepting said lands acquired and to be acquired from Ethel M. Hauk and Bessemer Properties, Incorporated, the prices of which last mentioned lands are to be secured by mortgages, as herein provided; that- the purchases of tracts or portions of said lands heretofore consummated and contracts therefor, are hereby in all respects ratified and confirmed; that the officers and Village attorney are instructed to consummate the rest of said purchases as soon as practicable; and that appropriate advances on said loan from Bessemer Properties, Incorporated, be requested and used for said purposes. Section 4. That said golf course, club house and facilities, shall be maintained and operated as a public golf course open to all residents of Miami Shores Village (and such other persons as shall be admitted to play thereon) who shall pay the dues, -5- t r tax, or charges therefor, and who shall qualify under, and shall conform to, the rules and regulations, to be established by, or with the approval of, the Village Council or Golf Course Committee; provided, that the dues, tax or charges for use of said golf course shall be fixed and charged only for the purpose of maintaining and operating said golf course, club house and fac- ilities and to discharge said mortgages, and not to yield any profit therefrom. Section 5. That the said mortgage heretofore made by or in . behalf of Miami Shores Village. to Ethel M. Hauk, in the follow- ing form, - is hereby approved,. ratified and confirmed in all respects, viz: MORTGAGE DEED THIS MORTGAGE DEED made the 15th day of October, A. D.� 1937 between MIAMI SHORES VILLAGE, a municipal corporation, in Dade County, Florida; herein called "Mortgagorm, to ETHEL M. HAUK, a widow, of Dayton, Ohio, herein called "Mortgagee,z W I T N E S :S E T H That whereas said mortgagor desires the lands hereinafter described for construction of a golf course and said mortgagee has conveyed said lands to the mortgagor for such purpose subject to receiving security for the value thereof and other- wise, as evidenced by this instrument, with which both parties are content; and WHEREAS., the value of said lands is agreed and declared to be Twenty Thousand ($20,000.00) Dollars, NOW, THEREFORE, in consideration of said conveyance by the mortgagee's deed dated of this date to the mortgagor, the said mortgagor does grant, bargain, sell, convey and confirm unto the said mortgagee, her heirs and assigns, in feesimple, the lands of which said mortgagor is now seized under said deed, situate in Dade County, Florida, to-wit: -6- i 1 The Southwest Quarter (SWj) of the Southeast Quarter (SEJ) of Section 31, Township 52 South, Range 42 East, Dade County, Florida, EXCEPT all of the subdivision known as Golf View Estates, according to the map or plat prepared by John P. B. Ellis and filed for public record under Clerk's File . , and recorded among said public - records in Plat Book 39 at page 89 TO HAVE AND TO HOLD the same together with all improvements, tenements, hereditaments and appurtenances thereon or thereto appertaining, including improvements hereafter made thereto, unto the said mortgagee, her heirs and assigns, in fee simple. And the' said mortgagor convena.nts with said mortgagee, her heirs and assigns, that said mortgagor is seized of said lands under said.deed; that the mortgagor has full power and lawful right to mortgage said lands as is hereby done; that said lands are free from all encumbrances made or suffered by the mortgagor and that said mortgagor does hereby fully warrant the title to • said lands conveyed to and held by the mortgagor under the mortgagee's said deed and will defend the title so acquired, and to the extent thereby acquired, against the lawful claims of all persons whomsoever. PROVIDED, ALWAYS, that if the said mortgagor, its .succes- sors or assigns, shall pay unto the said mortgagee, her heirs or assigns, the sum of TWENTY THOUSAND ($20,000.00) DOLLARS, aforesaid, on or before the expiration of twenty (20) years from the date hereof, and shall perform, comply with and abide by each and every the stipulations, agreements, conditions and covenants of the mortgagor hereinafter set forth, then this mortgage deed and the estate hereby created shall cease and be null and void. AND the said mortgagor, for itself, and its successors and assigns, hereby covenants and agrees to and with said mortgagee, her heirs and assigns, severally as follows: 1. To cause said lands to be exempted from all taxes and assessments which might be levied, assessed or imposed upon any said lands or any part thereof by the State of Fjorida, the County of Dade, the mortgagor, or by any other governmental or taxing authority or agency within or during such time as the lien of or under this mortgage shall subsist and continue, OR in any event, to indemnify and save harmless the mortgagee, her heirs or assigns, and to protect said property against," non-payment of all such taxes, and assessments, if any, which shall be assessed, levied or imposed upon or against said property, or any part thereof, within or during such time as the lien of or under this mortgage shall subsist and continue; it being understood and agreed by both parties hereto that the provisions of this paragraph or covenant numbered 1 may and shall be satisfied either by 'exemption of said lands from all/ such taxes and assessments as might be levied or leviable upon or against said lands or any part thereof within such time as this mortgage shall remain unsatisfied (or to and including such time as the mortgagee shall regain and acquire title to said lands 'for breach of this mortgage, if a breach occurs) , OR by procuring a cancellation or payment of all such taxes and assessments as shall be levied, assessed or imposed upon all such lands, or any part thereof, within or for such time, afore- said, or any part thereof; and that such exemption, cancellation, dideharge or payment of such taxes and assessments shall be duly obtained and made matters of public record on or before April 1 of the successive years next after such taxes and assessments :shall become due and payable. 2. To commence construction of a golf course on the said mortgaged lands and other lands' within two (2) months from the date hereof and to complete construction of an eighteen hole golf course on such lands, including the mortgaged lands, within twenty four (24) months from the date hereof. Z. To keep and maintain such golf course in reasonably good condition and repair and to permit the same to be used for playing the game of golf by such persons as shall `qualify under and shall conform to such rules and regulations as shall be established concerning the same, including, if desired, the imposition of reasonable fees or charges for playing thereon, -8- and not to abandon said golf course, it being understood and agreed that if such golf course ,shall not be substantially kept up and maintained continuously during and throughout a period of six consecutive months or continuously during and throughout such length of time shall not be available for play thereon by persons qualifying under such reasonable rules and regulations (including imposition of green fees and other proper charges) as may be established relative thereto, the said golf course shall be deemed abandoned under this covenant, and a condition of this mortgage shall be deemed and held thereby to -have been breached and to have failed. 4. To pay all and singular the costs, charges and expenses, including lawyer's fees, reasonably incurred or paid. at any time by said mortgagee, her heirs or assigns, because of the failure on the part of said mortgagor, its successors or assigns, to conform or comply with and abide by each and every the stipulations, agreements, conditions and covenants of this mortgage. 5. To commit or suffer no waste of said lands other than changes in the contour or appearance or character thereof occasioned by and appropriate to the construction and maintenance of such golf course, as aforesaid. AND if any of the foregoing covenants or conditions shall fail or shall be breached, thereupon, or thereafter, at the option of the mortgagee, her heirs or assigns., said Twenty Thousand ($20,000.00) Dollars shall become due and payable as fully and completely as if the said sum of money were herein . stipulated to be paid on the date of failure or breach of such: covenant or condition and the said mortgagor upon demand shall convey said lands to the mortgagee, her heirs and assigns, in default whereof said mortgagee, . her heirs or assigns may and shall be entitled to foreclosure of the lien hereby given and vested, PROVIDED, ALWAYS, that the mortgagee, her heirs or assigns, shall look only to said lands and the lien thereon hereby created, as security for and to collect said sum, and -9- 73�s����3�►. F'75. Lorc^ �...p .7F 4 -•C$ �' 3,T t ! +.-'. 'I,- ,d )1 t heroin` dpirato or ba. eom t to "* isl�csae eay, a ,,fie,' c► .s*ueral`ob�.i iwi .ref °k t#* 11,14r, Qf POW herein seer i�ned ;A .aiaimabl►! 4W.-ft . lr.' h+sirs ar assigaaa nor., t yj -0 if .qhs mortgagor in auor ae . as se ty -for said swabs �f :amgwy or fare any, eovoman or stma } . " "y said nortgagiar has caused *41 ; 4 a�ceis '.lily;'ifirs "Ys�ra edt. isa►sger sit tw(Wdis ! `� adaptea� tht 'oatta ' of Ml �.. x €h+are `1fil�iaigaid. in .aye®rdae �r3. h then- ate d ordiug� •' zowor:WLS4 said Vili•u, e. ' OM IAOX (VILL& BY OTTO ... oa�ed and u7 A"the Atn Al 40 il 711. e l �►Pe�ia, cri`s , t ..., -.• .. t• .. •,vim J ` ♦ t. 1 i- a . � S P ; i 4Y Section 6. That upon receipt of a deed to the Village of the remaining lands of those above described to be conveyed it by Bessemer Properties, Incorporated, in form to be approved by the Village attorney, and upon receipt of the balance of the said loan of $74,518.00 (which includes amounts advanced. to acquire other landp) the Mayor and Village Manager are' au.thorized and directed to execute and to deliver to Bessemer Properties$ Incorporated, a mortgage of all of said golf course for $154,518.00, and interest, being the amount of said loan plus the agreed values of lands acquired and to be acquired from said mortgagee, which mortgage is hereby approved and ratified in the following form, vita MORTGAGE AND AGREEMENT* THIS MORTGAGE AND AGREEMENT, Made this L.0 4 day of Ammnibar, 1957, by and between MIAMI SHORES VILLAGE, a Florida municipal corporation, in Dade County, -called uMortgagore and BESSEMER PROPERTIES, INCORPORATED, a Delaware corporation authorized to transact business in Florida, called "Mortgagees WIT NE8SETHa 1. That for and in consideration of the mortgageets deeds of its interests in five parcels of the property herein described, to the mortgagor, for which the mortgagor is indebted to the mort- gagee in the agreed sum of SIXTY THOUSAND ($609000.00) DOLLARS, and in consideration of the sum of SEVENTY FOUR THOUSAND FIVE HUNDRED EIGHTEEN ($74,518.00) DOLLARS, in cash, loaned by the mortgagee to the mortgagor, making a total indebtedness of ONE HUNDRED THIRTY FOUR THOUSAND, FIVE HUNDRED EIGHTEEN ($154,518.00) DOLLAR, full receipt of which is hereby acknowledged, and for other valuable considerations received, including sub- stantial services by th* mortgagee to the mortgagor, said Miami Shores Village as mortgagor, hereby grants, bargains, sells, conveys and confirms, in fee simpler unto said mortgagee, the following described lands situate in said Village in Dade County, -11- 3 Floridan PARCEL 1 All of the Subdivision known as SHOREHART, in- cluding all rights in the streets, alleys, and ways therein, as shown by the Plat recorded in Plat Book 19, at page 80, of the Public Records of Dade County, Florida. PARCEL 2.. The East Three Hundred Thirty ( 0) feet of the North Three Hundred Forty (340) feet of the North Half (NZ) of the Northwest Quarter (NWJ) of the Northeast Quarter (NEI) of Section 6, Township 53 South, Range 42 East, containing Two and a Half (21) acres, more or less. PARCEL 3. The Southeast Quarter (SEJ) of the southeast Quar- ter (SE7) of Section 51, in Township 53 South, Range 42 East, excepting the easements or rights- of-way of the Florida East Coast Railroad, and of the Biscayne Drainage District. PARCEL 4. Those parts of the- South Half (Sj) of the North Half W) ., and the North Half (1Vj) of the South Half of Government Lot 1, in Section 6, Township 5Z South, Range 42 East, east of the Florida 'East Coast Railroad right-of-way, other- wise described as the South Half (Sj) of the North Half (N3) and the North Half (N ) of the South Half <S j) , of the Northeast Quarter (NE J) of the North- east Quarter (NE4) of said Section 6, Township 53 South, Range 42 East, lying east of said railroad right-of-way; including the lands shown as Geo. M. Phippents Subdivision, according to Plat recorded in P1at 'Book la page 25, Public Records of Dade County, Florida, together with all rights in the lands shown as streets, alleys and ways on said plat; excepting, however, from the lands hereby coneed all lands lying south of a line drawn sixty (60� feet north of and parallel to the north line of Blocks One Hundred Sixty Nine (169) and One Hundred Seventy (170) , of MIAMI SHORES, Section 8, a subdivision according to plat recorded in Plat Book 14, at page , Public Records of said county. PARCEL 5. Thatart of the South Half (8j) of the North Half fNj) of Government Lot One (1) , of Section Six (6) , Township Fifty Three (5Z) 3, South, Range Forty Two (42) East, to-wit: that part of the South Half (S2) of the North Half (NI) of the Northeast Quarter (NEj) of the Northeast Quarter (NE4) of said Section 61 lying west of the right- of-way of the Florida East Coast Railroad; said -12- tract including or comprising land shown. as Block 106 of Miami Shores, a subdivision accordingto plat recorded in Plat Book 15, page 14 of the Public Records of said. County. J PARCEL 6. All lands shown as Kennedyts First. Subdivision of Biscayne, a subdivision, including all lands shown as streets, alleys and ways therein, ac- cording to the plat recorded in Plat Book 3, page 144 of the Public Records of Dade County, Florida. PARCEL 7. The Southwest Quarter (SW14) of the Southeast Quarter (SEI) of Section 31, Township 52 South, Range 42• East, less the subdivision known as Golf View Estates, according to the plat recorded in Plat Book 39, page 89, Public Records of Dade County, Florida, excepting Biscayne Canal. PARCEL 8. That part of the North Half (Nj) of the North Half (Na) of the Northeast Qart er (NES) of the,NortheastQuarter (NEJ) of Section 6, Township 53 South, Range 42 East, lying east of the right-of-way of the Florida East Coast Railroad. PARCEL 9. �elf• T wext y Cye) ®� �/®c Br, '1�s�..����, ���, �� Rµ�� Lot 8, of Block 173, and Lot 25, of Block 171'; of Miami Shores, Section 8, .according to Plat thereof recorded in Plat Book 14, Page 33, Public Records of Dade County, -Florida, and Tracts or Blocks 171-A, 171-B2 171-C, 172-A 172-8, 172-C, 173-A; 173-B2 173-C and 174) all according to revised Plat of Section 8, Miami Shores, a Subdivision, in Section 5, Township 53 South, Range 42 East, recorded in Plat Book 31, page 41, Public Records of Dade County, Florida, excepting Tract 31-A, described as follows: TRACT 31-A. Starting at the Northwest (IN) corner of Section 5, Township 53 South, Range 42 East, run South 89 degrees, 55 minutes, 05.5 seconds East along the north line of said Stiction, a distance of 230.00 feet to the point of beginning of the tract herein described: Thence deflecting to the right 51 degrees, 24 minutes, 34 seconds, run South 38 degrees, 30 minutes 31.5 seconds East a distance of 480. 96 feet; thence, deflecting 51 degrees, 24 minutes, 34 seconds to the left run South 89 degrees, 55 minutes, •05.5 seconds East a distance of 111.20 feet; the.ice deflecting 38 degrees, 51 minutes, 12.5 seconds to the right, run South 51 degrees, 03 minutes 53 seconds East a distance of 145.00 feet; thence deflecting .90 degrees to the left, run North 38 degrees, 56 minutes, 07 seconds East, a distance -13- • F n of 599.54 feet to the North line of said Section 5; thence, deflecting 128 degrees, 51 minutes, 12.5 seconds to the left run North 89 degrees, 55 minutes 05.5 seconds West a distance of 905.23 feet to the point of beginning, containing 5.42 acres more or less; being parts of Blocks 171 and 172 of Miami Shores, Section 8, a subdivision, according to • plat recorded in Plat Book 14, page 33, Public Records ofVA'de County, Florida, and parts of the tracts comprising the same as revised, according to plat in Plat Book 31, page 41, of said records; and including all rights and titles in lands in said described- whole tract, shown as streets or alleys according to said old plat, or said revised plat., and acquired by Miami Shores Village from Florence Tovvim, or otherwise heretofore or hereafter ac- quired, before or after such deed. Also all other lands included within the exterior boundaries of the golf course property shown upon the plat prepared by John P. B. Ellis, dated October , 1937, and entitled "Miami Shores Golf & Country Club Property", to-wit: all lands now or hereafter comprising or intended to comprise such golf course, together with all improvements now or hereafter upon said lands; all water systems, easements and appur- tenances now or hereafter upon, or appertaining to, said lands; all trucks, automobiles, tractors, machinery, tools, furniture, fixtures, equipment, supplies, and other personal property at any time purchased with proceeds of the loan secured by this mortgage, or purchased with revenues from operation of a golf course or` club on said lands; or purchased with other funds and at any time placed upon said lands for maintenance of, or for use upon, said golf course, or placed in or upon a club house, facilities, or equipment which shall be on said lands at any time. Subject to a mortgage for Twenty Thousand ($20,000.00) Dollars made by the mortgagor herein to Ethel M. Hauk, dated October 15, 19372 encumbering Parcel 7, described above, and payable on or before twenty (20) years, without interest, and recorded in the Public Records of said County under Clerkts file K-39119. -14- 2. TO HAVE AND TO HOLD all of the said lands together with all improvements, tenements, hereditaments and appurte- nances now or hereafter thereon or appertaining thereto, uizto the said mortgagee, its. succetsors and assigns, forever. 3. THE mortgagor covenants with the mortgagee, its successors and assigns, that ,said mortgagor is seized of said lands; that the mortgagor and its officers have full power and lawful authority to mortgage said lands, and in all respects to contract, as are hereby done;, that said lands are free from all encumbrances excepting' as aforesaid; and said mortgagor does hereby fully warrant the titles to said respective parcels of lands now or hereafter held or acquired by said mortgagor, and will defend said titles thereto against the lawful claims of all persons whomsoever. 4. PROVIDED, ALWAYS, that if the said mortgagor shall pay or cause to be paid unto the said mortgagee, its successors or assigns, the said sum of One Hundred Thirty-four Thousand, Five Hundred Eighteen ($134,518:00) Dollars, aforesaid, in installments of not less than Two Thousand. Five Hundred ($2,500.00) Dollars,(including Five Hundred ($500.00) Dollars principal on the certificates of indebtedness herein mentioned) semi-annually in each and every year, commencing one year after the completion of a golf course upon said lands or a part thereof, as hereinafter more fully agreed, but in any event commencing not later than twenty two (22) months from the date of this instrument, together with interest at the rate of five (5°.) per cent. per annum. upon the balance of said debt from time to time remaining unpaid, and if said mortgagor further and in addition to such payments, fully and faithfully shall perform, comply with, and abide by each and every the stipulations, agree- ments, conditions, and covenants of the mortgagor hereinbefore and hereinafter set forth, then the estate hereby created shall cease and become null and void. It is specifically -15- understood and covenanted by said mortgagor nevertheless that this instrument is made for certain purposes in addition to securing the payment of money, and that all stipulations, iagreements,, conditions an covenants of the mortgagor not 7 expressly or necessarily terminated by a default and fore- closure or by other enforcement of the mortgagee's remedies shall remain in full force and effect after, and notwithstand- ing, foreclosure or other- enforcement of the mortgage herein made. It is further covenanted and understood between the parties that all interest paid upon or by reason of said certificates of indebtedness shall be credited upon the interest coming due at the higher rate of 5% on the full .sum. secured by this instrument, likewise all payments of principal sums in discharge of said certificates shall be credited upon the total sum of One Hundred Thirty four Thousand, Five Hundred Eighteen ($134,518.00) Dollars, secured by this instrument, and after payment of all of said certificates, the semi-annual payments upon the remainder of said principal sum shall continue to be Two Thousand Five Hundred ($2,500.00) Dollars. 5. AND the said mortgagor for itself, and its successors and assigns, hereby covenants and agrees to and with said mort- gagee, its successors and assigns, as follows, severally: 1. Of said $134,518.00 by this instrument secured, to pay absolutely and in all events, $10,000.00 in installments of $500.00 at intervals of six months commencing one year after completion of said golf course, but commencing not later than twenty two months from the date of this instrument, together with interest at the rate'of 4°fo per annum on the said install- ments or. the balance thereof from time to time remaining unpaid, also all costs of collection in event of, and after, default so to pay; which sums are further evidenced and secured by certificates of indebtedness numbered 1 to 20 inclusive, in the following form, excepting dates of payment: -16- $500.00 MIAMI SHORES VILLAGE, FLORIDA. No. 1 Certificate of Indebtedness (Golf Course) December , ` , 1937. This certifies that Miami Shores Village, a municipal corporation in Dade County, Florida, is justly indebted to Bessemer Properties, Incorporated, a Delaware corporation authorized to transact business in Florida, or order, in the sum of Five Hundred (0500.00) Dollars, for cash duly received, which sum the said Village promises to pay to said payee or other lawful holder hereof on or before one year from the completion of the golf course project authorized by Ordinance No. 6#.._ of said Village and other proceedings, but to pay said sum not later than twenty two months from the date hereof, together with interest thereon at the rate of 4% per annum to the date of payment whenever made, and all costs of collection including a reasonable attorneyts fee of not less than 1% of the amount due at time of collection if collected through or by an attorney in the event of, and after, any default; for the payment of which sums said Village fully binds itself and pledges the general taxing powers, and the full faith and credit of said Village, whether or not the revenues from said golf course be sufficient to pay said sums. The said Village covers with said payee and all lawful holders hereof, that said principal sum will be expended only for lawful purposes of acquiring, constructing or maintaining said golf course; that all acts, conditions, laws and ordinances, including approval at an election in accordance with the Constitution of Florida and all applicable laws and ordinances, -17- r precedent or necessary to lawful execution and delivery hereof and to make all provisions hereof lawfully binding upon the said Village and in all respects effective, have \ diAY occurred and have been duly complied with, performed and observed; and the said Village waives presentment and demand for payment and notice of dishonor or non-payment. All of said sums shall be payable at said payee's office or at First National Bank of Miami, Florida, in gold coin, if lawful, otherwise in legal tender money of the United States of America of the highest actual value at the date of maturity or time of payment. IN WITNESS WHEREOF, the said Village causes its corpo- rate signature and seal to be hereto affixed by its Mayor and Village Manager, pursuant to authority in them duly vested, on the day aforesaid. MIAMI SHORES VILLAGE BY ATTEST: As Mayor of said Village As Village Manager. The said mortgagor covenants to pay said sums in accord- ance with said certificates, and that any collection or other enforcement of any or all of said certificates or enforcement of any right thereon, shall not operate or be construed to waive or release any right or remedy of said mortgagee upon or by virtue of other provisions of this mortgage, and agreement, or as any election of remedies, save only to reduce by the sums so collected the amount secured and collectible from time to time upon and by virtue of said mortgage; and that any foreclosure or other enforcement of said mortgage, or of agreements in this instrument, shall not operate or be construed to waive or release any right or remedy upon said certificates (including the right to mandamus for a levy of -18- taxes therefor) or as any election of remedies, unless � and until all amounts thereby and hereby further secured be. actually collected and satisfied in full by a sale under or other enforcement of, said mortgage, and in such event, only to the extent that the sums further secured by the said certificates shall be thereby actually paid; the intention hereof being to give the said payee or holder of said certificates an additional and cumulative security and remedy for collection of the ' said $10,000.00 and interest and costs, evidenced by said certificates. 20 Fully, faithfully and promptly to pay or cause to be paid, said sum of One Hundred Thirty Four Thousand, Five Hundred Eighteen ($134,518.00) Dollars and all sums hereby secured, in installments as aforesaid, and as hereinafter . provided, from the revenues and proceeds of operation of a golf course, clubhouse and other facilities, which shall be upon said lands from time to time, provided, expressly that the said lands and the said revenues or proceeds therefrom, together with the mortgagor' s covenants contained in this instrument shall be the sole security for said One Hundred Thirty four Thousand, Five Hundred Eighteen ($134,518.00) Dollars and interest, excepting only said general obligation certificates of indebtedness for Ten Thousand ($10,000.00) Dollars, interest, and costs, and that, excepting to pay said certificates, no tax shall be levied upon any real or personal property in said Village because of or by virtue of this instrument; nor shall any lien hereunder exist or arise, upon or against any real or personal property situate in said Village whether now or hereafter owned by said Village or by a private owner, excepting the property hereinbefore specifically described and mortgaged. 3. To pay all of said sums, in the manner and from the sources aforesaid, in gold coin of the present standard weight and fineness if lawful, otherwise in legal tender money of the -19- United States of America of the highest actual value at the time such sums come due or when paid, if there be any dif- ference in values of legal tender monies, or any difference therein at such respective times. 4. To cause said lands to be exempted continuously from all taxes and special assessments which could or might be levied or assessed against said lands, or any part thereofy by the State of Florida, the County of Dade, the mortgagor,, or by any other governmental or taxing agency, at any time within or during such time as any covenant or agreement of the mortgagor in this instrument or any condition thereof, shall remain in any respect or degree unperformed or shall not have occurred, and also likewise thereafter during and throughout such time however long or short, year by year, that said lands shall be dedicated and used as a non-profit golf course, or park, or as a public or village golf course, or., park, (notwithstanding foreclosure or other enforcement hereunder or full payment of all moneys hereby secured) ; ABD in any event to indemnify the mortgagee, its successors or assigns, and to protect said property, against non-payment of any and all such taxes and special assessments which shall be actually or legally assessed, levied, or imposed upon or against said property, or any part thereof, within or during any and all of the times aforesaid; and that said exemptions or discharge or payment of all such taxes and special assess- ments, or due and legal cancellations thereof, shall be duly obtained and made matters of public record at the appropriate place or places in said county, not later than the last day upon which any such tax or special assessments shall be payable at .the face amount thereof, without interest, penalty,. or additional cost. It is understood and covenanted by the mortgagor that the mortgagee, its successors or assigns, in the event of, and after foreclosure hereunder, shall have the right at its or their sole option and discretion, to dedicate and cause said lands to be used for a golf ccnrse or a park -20- open upon the same terms to all citizens of the Village or the public.' upon the same terms, for and during any period of time or .year by year, and may exercise such- right repeatedly from time to time and that all provisions of this Paragraph 4 .shall continue to bind the mortgagor during any and all such times. 5. That if any tax or special assessment whatever shall be assessed or levied upon said lands, or any part thereof, and shall remain undischarged or not cancelled of record as respired by the above preceding covenants, the mortgagee, immediately upon the expiration of the time for the mortgagor to procure discharges or cancellation thereof, may at its option pay any such tax or special assessment, and that any sum so paid shall become a part of the principal debt secured by this instrument and shall bear interest likewise. 6. That the mortgagor, commencing as soon as practicable by the exercise of due diligence and not later than two months from this date, shall cause to be commenced the construction of a standard eighteen (18) hole golf course upon said lands, in accordance with plans and specifications prepared by R. F. Lawrence, or in the event of his death, disability or inability to proceed with such plans and construction, or if his plans or work at any time become unsatisfactory to the mortgagee, then in accordance with plans and specifications to be pre- pared by a competent golf course engineer, to be approved by both of the parties hereto; and to cause the same to be completed not later than ten (10) months from this date; also within said time to cause a suitable golf and country club house to be constructed upon said lands in accordance with plans and specifications prepared, or to be prepared, by Robert L. Weed, Architect, Inc., or such other architect as both parties hereto shall approve, if the mortgagee, at any -21- r time disapprove the said architect. 7. To use and expend in and- about the construction of said golf course and club house, and for facilities in con- nection therewith, including tennis courts (but excluding cost of. lands) not less than the sum of One Hundred Twenty three Thousand, Nine Hundred Sixty four ($125.,964.00) Dollars, all in a skilfull, prudent and economical manner, it being understood that Sixty Seven Thousand, Nine Hundred Forty-six ($67,946.00) Dollars of said sum or labor equivalent thereto may be obtained and expended from or by the Works Progress Administration of the United States; provided that said sums shall be expended for said purposes from time to time only as and when directed and. approved by a committee of three Village residents designated by the mortgagor, and upon appropriations by the Village Council as may be necessary. 8. To keep and maintain said golf course, club house, and all improvements and facilities thereto appertaining, in first class condition and repair as compared with the best courses from time to time in the metropolitan Miami area, and to permit the same to be used for playing the game of golf (and for such other recreations as may be offered) by such persons as shall qualify under and shall conform to such reasonable rules and regulations as shall be established concerning the same, including the imposition of reasonable fees or charges for playing thereon, and fines for violations of the rules or regulations relating thereto, and in any went not to abandon said golf course or permit it to be abandoned, it being here understood and covenanted that if such golf course shall not be kept up and maintained con- tinuously in first class condition during and throughout any period of three consecutive months, or if it substantially continuously during such length of time shall not be kept available for playing thereon by persons who shall qualify for admission to play under such rules and .regulations, the -22- ' v said:golf course shall be deemed abandoned under this covenant and thereby a condition of this mortgage shall conclusively be deemed and held to have been breached and to have failed; provided that the said golf course and country club may be operated and maintained by a committee or commission appointed by the Village Council or otherwise according to law, or under an operating agreement between the mortgagor and such club, or individual or corporate operator, as the mortgagor and the mortgagee shall approve , in writing. 9. That the mortgagor or its committee or the operator of said_ golf course and club house annually, between May lst and May 20th of each year, also between December lst and December 20th of any years, if requested by the mortgagee, shall submit to the mortgagee a sworn report of all receipts and disbursements from the operation of said golf course and club house and facilities during the preceding twelve (12) months (provided that the first report shall state such data for the part year from the commencement of operation) , together with a fully itemized budget of estimated receipts and disbursements (including proposed dues or charges) for operation and maintenance of said golf course, club house and ell facilities in connection therewith, for- the next twelve (12) months, or six months as the case may be, to commence on the next June ' lst or January lst , as the case may be, and for partial payments during the next fiscal period, upon the indebtedness hereby secured; to which budget, or any item thereof, the mortgagee may object to the mortgagor or .to the said committee or operator within twenty (20) days after receipt thereof; that no funds shall be appropriated or expended except in accordance with such budget after approval thereof, nor shall said budget contain any estimate of receipts, or specify any expenditures greater than the smallest -25- sums of receipts and expenditures, respectively, actually received from and disbursed for the maintenance and operation of said golf course, club house and facilities in and for any twelve- (12) months period, or six months period (according to the period to be covered by such budget) , prior to the fiscal or budget period to which said budget shall relate, unless and until the mortgagee shall consent in writing to an inctease of such estimated receipts or such specified expenditures, or particular items thereof; and upon any objection or objections being made by the mortgagee, said budget shall be revised. and followed accordingly for and during the . ensuing fiscal period commencing as stated;that the mortgagee at all times shall have the right to inspect and audit all books, records and files of the mortgagor or of any operator, relating to said golf course, club house, facilities or said lands; and all budgets shall be so made .up and followed as to provide for payment when due of all sums secured by this instrument and said certificates of indebtedness, and so as to realize the greatest revenues for maintenance and debt service, and for prudent, efficient and economical management of said golf course. 10. That the mortgagor shall pay all and singular the costs, charges and expenses, including lawyerst fees reason- ably incurred or paid at any time by the mortgagee, because of the failure by the mortgagor, its successors or assigns, or the failure of aby operator of said golf course, club house or facilities, fully and faithfully to perform or com- ply with and abide by each and every the stipulations, agreements, conditions, and covenants of this instrument . 11. That the mortgagor or any operator of said golf course, club house or facilities shall not commit or suffer any waste of or damage to said lands or to improvements or eggipment thereon, other than changes in the contour and appearance of the lands necessarily caused by and appropriate -24- to the construction and maintenance of such golf course and facilities, and ordinary wear and tear to such build- ings and equipment as may be erected or be thereon. 12. That no building, billboard, sign, pipe, wire, pole, road, walk, or other structure, nor any additional recreational facility, shall be erected upon or added to . said lands or to improvements thereon, excepting in con- formity to plans and specifications approved in writing by h the mortgagee. 13. That if and when at any time any person or party shall assert or threaten to assert any adverse title or claim to any of said lands, or if and when the mortgagee shall be advised by counsel that title to any part of said lands is then subject to a cloud, or otherwise is then deemed not to be readily marketable, thereupon the mortgagor upon written request by the mortgagee shall institute promptly, and shall diligently prosecute to conclusion, appropriate proceedings to quiet the title to such portion or portions of said lands or to condemn by eminent domain or shall otherwise acquire all adverse titles and rights so asserted or threatened, provided, that if necessary, upon the mortgagor's request, the mortgagee shall advance such sums as may be necessary to acquire by . condemnation, or otherwise, any such adverse title or claim or to quiet the mortgagor's title against the same and in such .event all such sums shall be added to and become a part of the principal indebtedness secured by this instrument and shall bear interest likewise. 14. That the mortgagor, or its operator, shall.keep all buildings which shall be erected upon said lands continuously insured against loss by fire, tornado, hurricane or windstorm, for the highest insurable values thereof, in a company or companies to be approved by the mortgagee, with proper clauses for payments of losses to the mortgagee as its interest may -25- i appear, and shall deliver all policies of insurance promptly to the mortgagee to be held by it until all sums payable under this instrument be paid; 'and if any money becomes payable under any such policy, the mortgagee shall have the option exercisable within thirty (30) days after the receipt thereof to apply the same upon the indebtedness hereby secured whether or not then due and payable, or to permit the mortgagor to use such monies otherwise, and any such application of ,insurance monies shall not constitute a waiver of or otherwise affect the mortgagee's right to foreclose or otherwise to enforce this instrument; and the mortgagee may place and pay for any such insurance not promptly and continuously placed or kept or not paid for by the mortgagor and all sums so paid by the mortgagee for insurance shall become a part of the principal indebtedness hereby secured and shall bear interest likewise. 15. That all and singular the income, rents, issues and profits of and from said mortgaged property and every part thereof, and from additions thereto, above the actual cost of maintaining and operating said golf course, club house and facilities, are hereby conveyed and assigned to the mortgagee and shall be promptly paid over and applied to the payment of the indebtedness hereby secured upon coming to the hands of the mortgagor or of the committee or the operator of said golf course, club house and facilities; and upon occurrence of any default or upon any failure of or breach whatsoever of a covenant or condition in this instrument continued during thirty (30) days, whether or not the mortgagee gives notice thereof, then forthwith or thereafter the mortgagee shall be entitled as an absolute right, without notice and regardless of the solvency or insolvency of the mortgagor or the value, adquacy or inadeggacy of the property and security for said indebtedness, or the financial condition of said golf course or of the committee or operator thereof, to the immediate appointment of a receiver by any court of competent juris- diction to take charge and possession of said mortgaged -26- property and the rent s and profit s thereof forthwith and t o hold and let or to manage and operate the same in his or the mortgagor's or the mortgageets name and to apply all income therefrom to any indebtedness then remaining unpaid to the mortgagee and with all powers of a general receiver in chancery, subject only to the orders of the appointing court. 16. That no materials or labor shall be furnished to or upon said mortgaged property without the written consent of the mortgagee nor shall any lien for labor or ,material or for a loan or other purpose be placed or allowed to arise against said property or any part thereof without the' written consent of the mortgagee, and if demanded by the mortgagee all liens whatever which might be created or allowed to arise against said property or any part thereof shall be duly released or waived in advance by all parties about to 9 furnish labor or materials or shall be caused to be discharged in full of record by the mortgagor within ten (10) days after written notice by the mortgagee so to do. 17. That said mortgaged property and every parcel and part thereof and all improvements and additions thereto if and when sold under a decree of any court to enforce this mortgage, or any right of the mortgagee, shall be sold all together as one entire parcel and tract of land. 18. That no monies from the revenues or proceeds of said golf course or from any other Village funds shall be expended for or in connection with the mairrt enance ,or opera- tion of said golf course, club house or facilities nor shall there be incurred or allowed to arise any other lien or indebtedness against said property or part thereof or in connection with the operation or maintenance of the said golf course, clubhouse or facilities without the written approval of the mortgagee, its successors or assigns, nor without the approval or ratification thereof by the Council of Miami Shores- Village., or by such committee or agency -27- which the mortgagee and said Council may designate or delegate for said purposes; and likewise no budget for the operation or maintenance of said golf course, clubhouse or facilities shall be established or followed without the written approval of the mortgagee, its successors or assigns, and also the approval or ratification thereof by `said Council or by such committee or body which the Council may designate or delegate. 19. That if any sum of money payable under the terms of this instrument (or said certificates of indebtedness) be not promptly and fully paid within thirty (30) days next after the same shall become due and payable, or if each and every or any of the stipulations, agreements, covenants and conditions of this instrument and of said certificates be not promptly, fully and forthwith performed, complied with and abided by, thereupon forthwith or thereafter, at the option of the mortgagee, the said One Hundred Thirty-four Thousand, Five Hundred Eighteen .($134,518.00) Dollars, to- wit: the balance remaining unpaid, together with the interest, and interest on unpaid installments of interest at the rate of b°% per annum, and all additions to said debt and all costs and expenses of collection of said debt to-wit: the balance thereof, remaining unpaid, shall become due and payable as fully and completely as if the mortgagor covenanted, (as it does covenant in such event) to pay all of the same on such day of exercise of the said option to accelerate the said indebtedness as it then may be; PROVIDED, EXPRESSLY, that the mortgagee, its successors or assigns, as aforesaid, shall look only to said lands, golf course, clubhouse and property, and the revenues therefrom and to said certificates of indebtedness, as security for the said principal sum, to-wit: One Hundred Thirty-four Thousand, Five Hundred Eighteen ($134,518.00) Dollars, and interests and costs of collection; and that (excepting said certificates) nothing herein contained shall -28- operate or-be construed to create or impose any bond, note, or general obligation of the mortgagor for payment of any sum of money herein mentioned or claimable by the mortgagee, its successors or assigns, and it is specifically stated, agreed and provided that the .general credit or taxing power of the mortgagor is not in any respect pledged or required as security for said indebtedness or for any sum of money hereby secured, excepting, however, said $10,000.00, interest and collection charges, as covenanted in said certificates and hereinabove. 20. That the execution and delivery of this instrument and said certificates has been duly approved and authorized in all respects by a majority of the votes cast in an election in which a majority of the freeholders who are or then were real persons and qualified electors residing in said Village did participate and vote, and by an aff irmat ive vote of a majority of those voting at said election in said Village; and by the votes of the majority of the qualified and registered owners of the real property in said Village according to the assessed valuations thereoff who voted in said election; that said election was called, held and conducted in all respects in accordance with the Constitution of Florida, also the charter and all laws and ordinances governing said Village; that all acts, conditions,, laws and ordinances relating to or affecting the validity or enforceability of this instrument and of the several stipulations, agreements, conditions and covenants herein, and in said certificates, have been duly and strictly performed, followed, complied with, and observed. 21. That in the event of and effective forthwith upon occurrence of a default under, or any breach or failure of any stipulation, agreement , condition or covenant contained herein -29- the mortgagor shall, and effective upon such contingency hereby does, grant unto any receiver or custodian of said lands, and to any purchaser at any sale of said lands or property to satisfy the lien hereof, , (including the mort- gagee and its assigns) the sole and exclusive right and franchise to operate said golf course -as the sole and only golf course- in said Village; and the mortgagor covenants that in any and all events no other or additional golf course shall be established, maintained or operated in said Village at any time after the date hereof, and while any sum secured by this instrument or said certificates shall be or remain unpaid or while any covenant of the mortgagor shall be unperformed or unsatisfied. 22. That bona fide residents of Miami Shores Village from time to time, shall be granted a preference or discount of not less than 10% less than the annual dues or fees required of other persons for admission to play and.. for play upon said golf course or for use of the clubhouse or other recreational facilities upon said lands, provided, that such preference or discount may be limited to such residents who shall have paid all Village taxes and assessments from time to time claimed against them or their property, including occupational taxes. 23. That each and every stipulation, agreement, covenant and condition herein contained shall operate and be construed to be severable from and independent of all other stipulations, agreements, covenants and conditions so far as possible; and all of the same shall bind, and shall enure to the benefit of, the respective successors and assigns of the parties hereto, provided that the mortgagor shall not convey, transfer, pledge or encumber any right or interest now or hereafter existing or arising in said lands, or property or existing or to arise by virtue of, this instrument, without the mortgageet s written consent. -30- 24. That a certificate by said Lawrence or other, engineer in charge shall be accepted by said Village to fix the date of comp let ion of said golf course, but completion thereof may be proved by other evidence. IN WITNESS WHEREOF the said mortgagor has caused this mortgage to be executed by itsMayor and Village Manager pursuant to ordinances duly adopted by the Council of MIAMI SHORES VILLAGE and in accordance with the laws and ordinances governing said Village, on the day first aforesaid. MIAMI SHORES VILLAGE (SEAL) BY AS MAYOR Signed, sealed and delivered in the presence of: ATTESTED WITH CORPORATE SEAL VILLAGE MANAGER STATE OF FLORIDA ss COUNTY OF DADE BEFORE ME personally appeared OTTO H. GOLL and C. L,AWTON McCALL, to me well known and known to me to be the Mayor and Village Manager, respectively, of MIAMI SHORES VILLAGE, a Florida municipal corporation, of Dade County, the corpora- tion named in the foregoing instrument, and known to me to be the persons who as such officers of said corporation, executed the same; and then and there the said Otto H. Goll and the said C. Lawton McCall did acknowledge before me that said instrument is the free act and deed of said corporation by them respectively executed as such officers for the purposes therein expressed; that the seal thereunto attached is its corporate seal by them in like capacity affixed; all under authority in them duly vested by the laws and ordinances relating to said MIAMI SHORES -31- VILLAGE. WITNESS my hand and official seal this day of October, A. D. 1937. NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE MY COMMISSION EXPIRES: Section 7. That the plat of said golf course, prepared by John P. B. Ellis, entitled "Miami Shores Golf and Country Club Property", and dated October a-4 ,, 1937, and on file in the Village office, is hereby approved and confirmed with directions to the Village Attorney to have the same in due course approved for record and recorded in the Public Records of ,Dade County, Florida. Section 8. That the, glans and specifications for said golf course, prepared by R. F. Lawrencet are approved and accepted, and said R. F. Lawrence is hereby employed to supervise the construction of said golf course in accordance with said plans and specifications, subject to the provisions of said authorized instruments and this ordinance, for the compensation of $5,000.00, to be paid in installments according to the progress of construction, provided that „/f per cent be withheld for payment at completion thereof. Section 9. That the proposed Charter of Miami Shores Golf and Country Club, Inc. , subscribed by its incorporators.. . a copy of which is on file in the Village office, is hereby approved and confirmed, together with a proposed operating contract with said club in the following form which the Mayor and Village Manager are authorized and directed to execute and deliver, t o-wit: MIAMI SHORES GOLF AND COUNTRY CLUB OPERATING CONTRACT. THIS CONTRACT, Made December by :and between �1 • As • �. } u MIAMI SHORES VILLAGE, a Florida municipal corporation, in Dade County, called "VILLAGE", and MIAMI SHORES GOLF AND COUNTRY CLUB, INC., a non-profit corporation under the laws of Florida, called "OPERATOR", WITNESSET H: 1. That for and in consideration of the mutual covenants of the parties herein contained the Village hereby grants unto the Operator the sole and exclusive right and privilege of J using and operating, as and when completed, the golf course, clubhouse and appurtenant facilities planned and about to be constructed upon the lands shown by the plat entitled "Miami Shores Golf and Country Club Property" prepared by John P. B. Ellis under date of October ?5 .9 1837, and on file in the office of said Village and recorded in Plat Book , page Public Records of Dade County, Florida; and said Operator covenants and agrees to operate and maintain said golf course, clubhouse and facilities (hereinafter called golf course) ; all upon the terms and conditions herein contracted. 2. That said golf course shall be ,operated and maintained as a public golf course primarily for the residents of said Village in conformity to Ordinance No. and such rules and regulations or by-laws as shall be approved by the Council of said Village, with the approval of the holder, after delivery, of that certain proposed mortgage describing the lands and securing the purchase and construction cost of said golf course, heretofore approved by Ordinance No. of said Village, said mortgage to be made to Bessemer Properties, Incorporated, and to be of the terms and conditions and in the form set forth in said ordinance; and said golf course shall be operated and maintained otherwise in conformity to the terms and conditions of said mortgage and of the mortgage by the Village to Ethel M., Hauk dated October 15, 1937, at and after execution thereof and upon completion of said golf course, and shall be operated -33- and maintained diligently, prudently, economically and skillfully in all respects. 3. That all revenues and proceeds of operat ion of said golf course shall be used and expended for maintenance and operation thereof and for payment of all sums secured by said mortgages, as and when the same become due. If and so long as the revenues and proceeds from the operation of said golf course shall be sufficient to operate and maintain the same in first class condition, and to make the payments of principal and interest upon the indebtedness, secured by said mortgages, as and when the installments and sums thereof become due; said Operator may and shall operate and maintain said course subject to the contract, in accordance with such rules, regulations and charges as in its discretion shall seem best and most efficient, subject, however, to the terms and conditions of said mortgages and of the ordinances heretofore adopted relating to said golf course, and subject to supervision by the Golf Course Committee of the Village; provided, however, that the bona fide residents of Miami Shores Village from time to time, who shall otherwise qualify under the rules and regula- tions to be established relating to admissions to play and to play upon said golf course and such rules and regulations as shall hereafter be adopted in accordance herewith and with said mortgages, shall be given a preference or discount of not less than 10%, less than the charges, fees or dues unposed upon other persons for admissions to play or to use said golf course, clubhouse or facilities, if all their Village taxes be paid. 4. It is specifically covenanted and agreed that annual or semi-annual budgets of the estimated revenues, including fees and charges or dues, and of disbursements proposed for operation and maintenance of said golf course and for retire- ment of the indebtedness thereon shall be prepared and sub- mitted by said Operator in accordance with the said mortgage and the ordinances relating to said golf course, also regular -54- monthly written reports of all receipts, disbursements and operations; that no monies shall be expended excepting in accordance with such budgets as shall be approved by the Council of said Village or the Golf Course Committee there- of, and by the holder from time to time of said mortgage to Bessemer Properties, Incorporated;. and that all sums available for payment upon the indebtedness secured by said mortgage may and shall be paid by said operator direct to the holder of said mortgage, provided duplicate receipts for such pay- ments be obtained and promptly filed with the Village Manager. 5. That the discretion of said Operator concerning the operation and maintenance of said course shall be unlimited excepting as herein provided or as limited by said Ordinance and said mortgages, and specifically that said Village shall not in any event be liable or responsible for any death of, or injury to, any person, or damage to any property, however occasioned or arising from, by reason of, or in connection with the maintenance or operation of said golf course or club house or any facilities upon said lands from time to time, nor shall the Village be liable or responsible for any wilful negligence or other act or omission whatsoever of said Operator, its officers, employees, members, licensees or invitees; that all persons shall be charged with notice of this contract; and all persons using or going upon said golf course property or any past thereof shall so stipulate and agree. 6. That the term of this contract and of the franchise herein granted shall extend to and shall expire upon the day which shall be twenty (20) years from the completion of said golf course, as shall be certified to the parties by the engineer in charge thereof, provided, expressly, that this contract and franchise may and shall be terminated by the Village upon thirty (30) days written notice to the Operator if, and in the event, said underlying mortgages or either of them shall become -35- in default in arjy respect , or if the Operator shall not per- form or comply with any stipulation or covenant therein or herein contained and shall fail. within said thirty (30) days to place both of said mortgages in good standing, or fully to remedy any such defect or failure of condition, it being understood that the Operator shall have said thirty (30) days to cure any such default or failure of condition; and provided, further, that if said golf course shall not be completed within two years from this date, thereupon this agreement and franchise shall become and be null and void. 7. This agreement shall bind and shall enure to the benefit of the respective successors and assigns of the parties provided that no right, privilege, or interest at any time existing or arising hereunder shall be transferred, assigned, pledged, or encumbered by the Operator to any person, firm or corporation, or in any manner, without the prior written con- sent of said Village by authority of the Council thereof. 8. That said golf course in any event shall not be operated for the purpose of or to yield any profit above the cost of maintenance or operation and payment of the purchase and construction cost thereof, and to discharge said mortgages aseforesaid, nor shall any councilman or employee of the Village, or any officer or member of the Operator be pecuniarily interested in the operation or maintenance of said golf course, nor shall either of said mortgagees be pecuniarily interested therein excepting to the extent of their mortgages and for the purposes aforesaid; and as property owners or citizens; pro- vided that the employees and active officers of the Operator may receive reasonable compensation for their services in the maintenance and operation thereof. 9. That the Council of said Village and its attorney have examined and hereby approve the Charter and By-Laws of the Operator and said Village covenants that all ect s, Condit ions, -36- laws and ordinances lawfully precedent or relating to the making and execution of this agreement and franchise and hereby to bind said Village, have been duly done, performed, complied with and observed. 10. That if and so far as necessary to effectuate the true intent hereof and excepting powers delegated to the . Golf Course Committee, the Council of said Village hereby designates and delegates said Operator to perform said mortgages and to maintain and operate said golf- course in behalf of said Village. 11. , This agreement is executed in duplicate originals, either of which shall be an original for all purposes. IN TESTIMONY WHEREOF parties hereto set their corporate signatures and seals by their respective, officers hereunto duly authorized, on the date aforesaid. Signed, sealed and delivered MIAMI SHORES VILLAGE (SEAL) in the presence of: BY. -- AS MAYOR ATTESTED WITH CORPORATE SEAL AS -VILLAGE MANAGER MIASHORES GOLF AND COUNTRY CLUB, INC. . (SEAL) BY PRESIDENT ATTESTED WITH CORPORATE SEAL SECRETARY STATE OF FLORIDA COUNTY OF DADE ss BEFORE U personally appeared OTTO H. GOLL and C. LAWTON McCALL, to me well known and known to me to be the Mayor and -37- Village Manager, respectively of MIAMI 'SHORES VILLAGE, a Florida municipal corporation, of Dade County, the corporation named in the foregoing instrument, and known to me to be the persons who as such officers of said corporation, executed the same; and then and there the said. Otto H. Goll and the said C. Lawton McCall did acknowledge before me that said instrument is the free act and deed of said corporation by them respectively executed as such officers for the purposes therein expressed; that the seal thereunto attached is its corporate seal by them in like capacity affixed; all- under authority in them duly, vested by the laws and ordinances relating to said MIAMI SHORES VILLAGE. WITNESS my hand and official seal this _ day of October, A. D. 1937. NOTARY PUBLIC IN AND FOR SAID COUNTY AND ST ATE. My Commission Expires: STATE OF FLORIDA COUNTY OF DADE BEFORE ME personally appeared and , to me well known and known to me to be the President and Secretary respectively of MIAMI SHORES GOLF AND COUNTRY CLUB, INC. .. the corporation named in the foregoing instrument, and known, to me to be the persons who as such officers. of said corporation, executed the same; and then and there the said and the said did acknowledge before me that said instrument is the free act and deed of said corporation by them respectively executed as such officers for the purposes therein expressed; that the seal thereunto attached is its corporate seal by them in like capacity affixed; all under authority in them duly vested by the Board of Directors of said corporation. WITNESS my hand and official seal this day of October, A.D. 1937. e NOTARY PUBLIC IN AND FOR THE COUNTY AND STATE AFORESAID MY COMMISSION EXPIRES: Section 10. That the following improvements be made in the subdivision of Golf View Estates, at or before com- pletion of said golf course: Construction of an eighteen (18) foot rock road, approximately six hundred (600) feet through the center drive thereof, installation of a two inch water main in said drive, approximately six hundred (600) 4 a c feet long and to connect with the mains on North East 6th Avenue, installation of three street lights at intervals along said drive; that the sum of �, ,�✓ 7; �� is hereby approp- riated from the contingent funds of the Village for said improvements. Section 11. That the Village Manager and attorney are authorized and directed to obtain the necessary easements from' the Florida East Coast Railway Company for the proposed under- pass and equipment crossing in said golf course, shown by said plans. Section 12. That 7. hi A tS , �oy �• /yi4WKl�YS and Catr/!S/G , residents of said Village, are hereby designated and appointed as the Golf Course Committee, with authority and directions to supervise the construction of said golf course and clubhouse in cooperation with said R. F. Lawrence, Engineer, and Robert L. Weed, Architect, Inc., and to supervise the disbursement of monies therefor; that the .cash proceeds of said mortgage loan above the cost of acquiring lands, to-wit: Fifty Seven Thousand ($57,000.00) Dollars or such amount as there shall be, are hereby appropriated for the construction of said golf course and clubhouse and for the purchase or lease of trucks and equipment necessary therefor; that said funds be deposited in the First National Bank of Miami, in a separate account ent it led "Miami Shores Village Golf Course Account", and that such funds be disbursed by the Village Manager only by direction and with the approval of said committee, subject to approval by the Council; that said committee is authorized and directed, in behalf of the Village, to act for and to bind the Village in all matters pertaining to the construction of said golf course and club house and in the participation by the Works Progress Administration in construction thereof, and as to. the times and methods of work thereon, also in all matters pertaining to or arising from the maintenance and operation of said golf course when completed; and the said committee is hereby designated and -39- delegated with all lawful powers necessary for or incidental to all of said purposes and functions. Section 15. That the Village Manager, with approval of said committee, is authorized to purchase, lease, or otherwise render available in the due exercise of efficiency, prudence and economy, all trucks and other equipment necessary for construction of said golf course and club house. Section 14. That the Mayor and Village Manager, subject to approval at the election to be called, are authorized and directed to make, issue and deliver to Bessemer Properties, Incorporated, to secure further a part of the sums aforesaid advanced and to be loaned by it ., twenty (20) certificates of indebtedness of this Village, each for Five Hundred ($500.00) Dollars principal, payable, respectively,, at intervals of six months for ten years, commencing one year after completion of said golf course, but commencing not later than twenty two (22) months after the date of issuance, together with interest thereon to the dates of payments at .the rate of 4% per annum, said certificates to be in the form set out in said mortgage to said corporation, and as follows: $500.00 MIAMI SHORES VILLAGE, FLORIDA. NO 1. Certificate of Indebtedness (Golf Course) December , 1957. This certifies that Miami Shores Village, a municipal corporation in Dade County, Florida, is justly indebted to Bessemer Properties, Incorporated, a Delaware corporation authorized to transact business in Florida, or order, in the sum of Five Hundred (6500.00) Dollars, for cash duly received, which sum the said Village promises to pay to said payee or other lawful holder hereof on or before one year from the completion of the golf ,course project authorized by Ordinance No. of said Village and other proceedings -40- J- f but to gay said sum not later than twenty two months from the date hereof, together with interest thereon at the rate of 4% per annum to the date of payment whenever made, and all costs of collection including a reasonable att orneyt s fee of not less than 15% of the amount due at time of collection if collected through or by an attorney in the event of, and after, any default; :dor the payment of which sums said Village-fullyr binds itself and pledges the: general taxing powerst and the full faith and credit of said Village, whether or not the revenues from said golf course be sufficient to pay said sums. The said Village covenants with said payee and all lawful holders hereof, that said principal 'sum will be expended only for lawful purposes of acquiring, constructing or maintaining said golf course; that all acts, conditions, laws and ordinances, including approval at an election in accordance with the Constitution of Florida and all applicable laws and ordinances, precedent or necessary to lawful execution and delivery hereof and to make all provisions hereof lawfully binding upon the said Village and in all respects effective., have duly occurred and have been duly complied with, performed and observed; and the said Village- waives presentment and demand for payment and notice of dishonor or non-payment. All of said sums shall be payable at said payeets office or at First National Bank of Miami, Florida, in gold coin, if lawful, . otherwise in legal tender money of the United States of America of the highest actual value at the dat a of maturity or time of payment . IN WITNESS WHEREOF, the said Village causes its corpo- rate signature and seal to be hereto affixed by its Mayor and Village Manager, pursuant to authority in them duly vested, on the day aforesaid. MIAMI SHORES VILLAGE ATTEST: BY AS MAYOR OF SAID VILLAGE AS VILLAGE MANAGER x for the payment of which certificates, the taxing powers and full faith and credit of said Village shall be and., subject to approval at said election, are hereby pledged. Section 15. That said golf course, upon completion of acquisition thereof by the Village, and all lands therein, are declared to be. public property of said Village intended and used for a public purpose thereof and that the same is hereby declared exempt from taxation so long as the same be so used; that the Village Manager and attorney are instructed to make due return and to obtain exemption thereof from state, county, district and other taxes in and for all years during which the same shall be so used. Section 16. That all revenues and proceeds of or from the operation of said golf course, club house and facilities shall be, and as and when arising, hereby are, set aside and formally appropriated to maintenance and operation of the said golf course, club house and facilities and for discharge of said mortgages; and if sufficient, for discharge of said certificates of indebtedness; that all of such funds shall be disbursed for said purposes and no other, by the said operator of said golf course subject to approval by said Golf Course Committee or the Village Council, and in any event, in conformity to said mortgages and this Ordinance. Section 17. That all acts and transactions of or by the Village Manager, Village Attorney and other officers and` employees of the Village, in negotiating for and in acquiring said lands, and in connection with or pertaining to the proposed construction of said golf course, club house and facilities, are hereby in all respects approved, ratified and confirmed. ./1 UNANIMOUSLYApassed and adopted by the Council of MIAMI SHORES VILLAGE, this October , 1987. ATTEST : MAYOR VILLAGE MANAGER