HomeMy WebLinkAboutR-97-0594R-97-0594
No Resolution on file
with the Clerk's Office.
See attached
supporting documents
and minutes for said
resolution.
September 9, 1997
97-594
Legis
Bakehouse Art Complex
Pendinglegislation 10:52 AM09/12/2000
i
CITY OF MIAMI, FLORIDA 13
INTER -OFFICE MEMORANDUM
TO: Edward Marquez DATE : August 13, 1997 FILE
City Manager
SUBJECT:
Personal Appearence
FROM: 1 ,'' REFERENCES:
Wifredo (Willy) Gort
G ENCLOSURES:
C `mnris�ioner
Will you please place on the Commission Agenda of September 9, 1997, as a personal
appearance, Ms. Pola Reydburd, Executive Director of the Bakehouse Art Complex.
Thank you for your cooperation.
WG/kk
DATA/POLA-AI
cc: Elvi Alonso, Agenda.Office
97 594
1
0 CITY OF MIAMI, FLORIDA
0
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and DATE
Members of the City Commission
SUBJECT:
FROM: Edward Marquez REFERENCES
City Manager
ENCLOSURES:
RECOMMENDATION:
AUG 2 6 FILE:
Request for Subordination of the
City's Loans/Grant to Bakehouse
Arts Complex, Inc.
City Commission Meeting of
September 9, 1997
It is respectfully recommended that the City Commission approve the request for subordination of
its two City mortgages on the Bakehouse Arts Complex, Inc., to City National Bank, for the purpose
of refinancing of the first mortgage on the property.
BACKGROUND:
The City Commission authorized the allocation of $150,000.00 by Resolution No. 85-457 for the
purpose of assisting the extensive renovations to the Bakehouse Arts Complex building. In 1987,
the City awarded an additional loan/grant of $54,000.00 through Resolution No. 87-142. Both
unamorized loan/grants were subordinated to the existing first mortgage.
Ordinance No. 10292, adopted June 11, 1987, states that the City's subordination is subject to any
new first mortgage refinancing. In order to assist the Bakehouse Arts Complex, Inc., acquire new
financing of the first mortgage, City National Bank, the new lender, has required the City to
subordinate the existing City mortgages. Subordination of the City loans/grants will not affect the
City's position and is therefore recommended.
<shared-memosvh>mayorcc25
97- 594 3
FRO14
(MON; 11' 97 11 :2" I i : IT"NO, 42U10004U1 P 2
S G1U
A ftiStered Limited liability ParMUShip
701 Brickell Avenue
P0. Box 01501(11P 33101-5441)
Miami, Florida 33131
305-374-M
FAX 305.789.1799
August 8, 1997
SY FAX 416-MW
Mr. Ed Blanco
City of Miami
Community Development Department
444 S.W. 2nd Avenue, 2nd Floor
Miami, Florida 33131
Re: Bakehouse Art Complex
$225,000 Loan from City National Bank of Florida
Dear Mr. Blanco:
Atlerna
Orlando
Baca Raton
San Francisco
Fort Lauderdale
St. Petersburg
Jacksonville
Tallahassee
Lakeland
Tampa
Miami
Washington D.C.
New York
West Palm Beach
MAC= R— M"M TEBCU.L A
SO5-789-7760
Interest Address:
mbMTGt0@ kt W- ►
We represent The Bakehouse Art Complex, Inc. ("Bakehouse") in connection with the
above -referenced matter. The purpose of this letter is to request that the City of Miami
subordinate its two cxisting mortgages (the "City Mortgages") in favor of City National Bank,
which is malting a $225,000 loan to Bakehouse for the purpose of refinancing the existing first
mortgage loan on the Bakehouse property. We understand that the City Mortgages are presently
subordinated in favor of Bakehouse's current lender.
We have attached a copy of City National Bank's form of Subordination Agreement for
your review, and would appreciate your calling us to discuss this matter and any questions or
comments you may have as soon as possible. Bakehouse needs to close on the City National
Bank loan by the end of next week, and we would really appreciate your assistance in this
regard.
Thank you, and I look forward to hearing from you.
Attachment
cc: Dr. Robert Apfel
Very truly yours,
HOLLAND & KNIGHT LLP
i
Maggie Barreto Tercilla
97- 594 1
FF.'O?r NON) S. 11' 97 11:2OV ST. 11:17 NO. 4200000401 F 3
MOBDMUONAGRS$MSNP
Ibis SubosdbUdon Agreement made this _ day of A»9UM 1997 by and be -M CITY
NATIONAL BANK OF FLORMA (bermnafbx referred to as 'BOW% wboso post DBkA address is 25
WcM Flagta Street, Miami, Fluxida 33130, aad Tim BAIO31ic1US13 ART OOMPLHX, INC., a Floridanot
for -profit corWation (hercinakr referred to as "Mortgagor"), -ham post office address is 561 NW 32
Street Miami. Florida 33127, and the LTIY OF MiAM (tteaainaft rofoaed m as 'Subordinating
Mortgagex"),whose past efface address is Plorid8
WHERFA& Bank is intending to enter into a Mot fa®e and Se.malty Agreemera ("New First
Mortgaged with Mortgam m order to muro a promissorynow bt the ptiecfpal tur o= ofTwo Hundred
Tw cnty-Five Tbousand ($225,000AO)DolIM wirb respect to the PtopehW legally descrhbediu Fshibii "A';
and
WHEREAS, Ma rtgaitor and Subordnating Mortgagee art Parties to a mottM dated July 30,
1986. recorded on July 31,1986 to Official Records Book 12973, Page ti, of the Pubm Amonb of Dada
County. Florida ("SubordFretedMorarage 1') together with an Asrigameat of heats tiled July 31,1996.111
Official Recwds Book 12973, Page 4, of the Public Records of Dade Cove w. Florida, far the property
lapally desaribcdin Diltibit "A'; sad
WHEREAS, Mortgagor and Subandioatins Mortgagee are parties to, a mortVW dated January 19,
19st. escorted on hme 9, I M in Off vial Records Book 16398, Page 150, of the Public Records of Dade .
County, Florida(•Subordaa WNonsaget'jfahthepropertylegallydeser{bed1n'Exhibit"A';and
WHEREAS, Bank has agreed to make a loan to Mortgagor upon the condition mat Subordinating
MonMce subordinate SAordi,Lxwd Mortgage 1 cad Subordinated Mortgage 2 together with nil other
securitydommems.
NOW, THEREFORE, in considcratiea of du psmum and other good and vahtable consideradon.
the receipt acid sufficimcyof which is hereby acknowledged, the parties hereto agree as follows.
I . The foregoing recitals ate true and coax d and we hereby made a part hereof.
2. SubordinemgMarogee does hereby consent to BaWS loan to Mortgagor and hereby deckres and
agrees that to Subaadinated Mortpp 1 and Subardmaded Mortgage 2 sba11 bs 6vbject and
subordinate to the We of BaWs New First Mortgage and OW Subordinated Morsgage 1 and
Subordinated Morrgsge 2 as o�flhe delta hereof are ctarc>at end m good smndittp.
3. Upon request of Bank, Mortgagor shall exec= and deliver to Bank wh further documents = as
Bank may reasonably request in order to confirm the avbordiaation of Suborslinatod Mortgage I
and SubordinatedMortgage 2 to the Banks New Fins Maatgsge.'I* Banh's documents tray fzvm
titre= to time be amended; suppL=WJ d,rosrarad, Cdeaded, reeswed,;--Ed.Md or motif ed.
4_ No fsilum to e%eeeisc and uo delay in eatere3siag oa tba past of Bank of may right, power or
privilege under the Beak doeumem ar this Agreement shall operate as a waiver thereat: nor 611111
any single or partial tweise of any right, power or privilege voter the Bask docuracm or this
Agreamantpreohrdeany other or funber exercise thereofer the exercise of any athcr riot, power
or privilege provided by law. The rights and remedies provided i,n this Agreement and the Bank
m docueras and all edw agteeme=� instrvmaets aad domrmm u referred to in any of the foregoing -
shall be cumulative and shall not be exclusive of any tighn or rsmediat provided by )aw.
S. AU notices, damaads, requeM approvAls, consents, or other coahmu609400 hereinafter
eollecatnely called "Notices"required yr pamit5ed ttada this Agleeatumto ba given by uq of the
parties hereto to any other party shall be in writing and shall be sent by regictatod or certified mail,
postage pro -paid, mvzn receipt requested. addressed to the parties at the addresses set forth below,
or such other address or addresses as they shay theretoforehave specifiedby like n otfces.
If to Bards: CITY NAMNAL BANKOF FLORMA
25 Wear FlagieT Street
Miami, Florida 33130.
Arm: V✓iAiML SbockegFEsq.
If to Mortgagor: THE BAKMWX SARI COI DLFX, INC.
561 NW 32 Street
Miami, Florids33127
Attetman: Dr. Robert Apfd, President
97_ 594
i
F-_C'•` °;;°;' (MON) ?c 11'' 97 11:2fi `ST. 11:17iN0. 4200000401 P 4
If to lice Snabordi muff
Mertgngx THE CPf Y OF MIAM
Aucatioa: Dkccoorof the 5vartmeat
of CommuratyNvolopmacat
6. No moddeadmof this AgmemeactWl be valid =qn in writing. signed by ma patties thereto.
7_ This AV*=ant sW be binding upon and inure to the benefit of the patties thatto, ftir respective
heirs, persaDw s cr tstiYa. sac M%m and amps.
8. This Agreement *a rights and obligadotns of the patties harattOdar shaU be govatnod by and
aongrued and mterpreAd la accordancewtth the laws of the Staae ofFlorida
IN WM4ESS W! }EWF, the pates bmto bavo caused this Ina mneatto be eWmd as of the
day and ym Omabavowrittaa.
[BAM
Signed lathe ptn smeeoP. CITY NATIONALBANK OF FWPMA
PrintNamer
Prinl Name:
Friat Name:
PrintNmc.
PtittLN9roe:
Print Nemo:
STATE OF FLORMA
COUJNIY OF DADS
By:
PrintNamc.
Title:
(MOVGAGOPt
THE BAREHOUSBART CONO X INC..
a Florida corporation
By:
FrintNamc:
Title:
(SUBORDINAINGMORTGAaM
TIC CITY OP MIANH
By:
PrirdNama:
Tide-.
The toregeing insmment was acknowledged bef a me this day of Angus; 1"7, by
as of CITY NATIONAL BANK OF FL.ORMA, oa
behalf of the Bank He/Sho Is persmany knows to me or has produced as
idecti4cadon.
Notary Public, Sane of Florida
Priat name
My CammissionEapim:
97" 594
FRO r (MON) 8. 11' 97 11:29/ST. 11:17,:'NO. G200000401 p 5
STATE OF FLORIDA
COUNTY OF DADS
The foregoing Waummtwas acknowledged before me this_ day of Aagusk 1997, by Robert
Apfal. as Pmsident of THE BAKEHOUSE ART CON21.2Y. INC., a Plod& corporation. on bebalf of the
corporation. He is personaWimown to me or has produced as idmaboation.
Notary Public. Steve of Florida
Printw=
My CommisslonFxpirm.
STATE OF FLOPMA
COUNTY OF DADS
The foregoing hssavment was w1mawlodged before in this day of August, 1997. by
as I of the Director of the Department of Commishy
Development of TFM CITY OF MIAM. He/She is personally known to me or has produced
as ideatifiation.
Wot uy Public. State of Florida
Print ume
My Comml3sionExpim:
l
ORDINANCE ' ' G292
AN ORDINANCE AMENDING SECTION 1 OF ORDINANCE
NO. 10187, ADOPTED DECEMBER 11, 1986, AS
AMENDED,., THE CAPITAL IMPROVEMENT
APPROPRIATIONS ORDINANCE, --BY INCREASING THE
APPROPRIATION TO THE CAPITAL IMPROVEMENT
PROJECT NO. 322047, ENTITLED: "BAKERY ARTS 1�
COMPLEX", BY $54,000 IN THE FORM OF A LOAN,
TO BE UNAMORTIZED AND NON -CUMULATIVE AS TO
INTEREST AND PRINCIPAL AND SUBORDINATE ONLY
TO EXISTING AMORTIZED FIRST AND SECOND
MORTGAGE; TERMS TO RUN CONCURRENT WITH THE
EXISTING FIRST MORTGAGE; TERMS TO BE
RENEG2rIATED SUBJECT TO ANY NEW FIRST
MORTG GE REFINANCING; SUBJECT TO REVIEW AT
FIVE-YEAR INTERVALS FROM THE DATE OF THIS
APPROVAL; CONTAINING A REPEALER PROVISION AND
A SEVERABILITY CLAUSE.'
WHEREAS, the City Commission by Resolution No. 85-457
authorized the allocation of $150,000 to assist in the renovation
of the Bakery Arts Complex; and
WHEREAS, Ordinance No. 10187, adopted on December 11, 1986,
as amended, establishes resources and appropriations for
implementation of capital improvements in the City of Miami; and
WHEREAS, the Bakery Arts Complex project has experienced
some severe cost overruns due to additional extensive electrical
work needed as a result of vandalism at the complex after 80% of
the Bakery Arts Complex renovation work had been completed; and
WHEREAS, Metropolitan Dade County also provided funding in
the amount of $150,000 and agreed in conjunction with the City,
to allocate an additional $54,000 to complete the Bakery Arts
Complex; and
WHEREAS, the City Commission approved Motion No. 86-1020
allocating the additional amount of $54,000 and Resolution
No.. 87-142 authorized the City Manager to allocate said amount
from Twelfth (12th) Year Community Development Block grant Funds;
and
1/ The City Clerk's Office has been informed that the correct name
of the subject project is "The Bakehouse Art Complex".
97-- 594
E
-1-
10
WHEREAS, the addi ..,..v will be a loan to
be unamorti4ed and non ._..ative as to interest and principal
i
and subordi(ate only to existing amortized first and second
mortgage; terms to run concurrent with the existing first
mortgage; terms to ,be renegotiated subject to any new first
mortgage refinancing; subject to review at five-year intervals
from the date of this approval;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section I. 'I Section 1 of Ordinance No. 10187, adopted
December 11, 1986, as amended, is hereby amended in the following
pat.ticulars: 1/ ,
"Section 1. The herein appropriations are hereby
made for implementation of all municipal capital
improvements of the City of Miami, including new
capital improvement projects scheduled to begin
during fiscal year 1986-87. The herein
appropriations which are hereby designated by
reference to descriptive project title and number
also include appropriations for previously approved
scheduled projects as well as re -appropriations of
prior Vund appropriations. The source of revenues to
support] the ' herein appropriations is hereby
identified by fund and project with the project
appropriations and revenues therefor being set forth
for seven program areas (I-VII) based upon use or
functional category within said areas, as follows:
Appropriations
($ x 000)
III. Social and Economic Environment
Economic Development
10. Bakery Arts Complex 2/
(Contribution and Loan - Partial Funding)
322047 $1-5Q 0 $204.0
(a) $150'.0 - Community Development
Block Grant--11th, yr.
(b) $ 54.0 - Community_Dev_e1_o_pment
"— Block Grant--12th
_ P
1! Words and/or figures stricken through shall be deleted.
Underscored words and/or figures shall be added. The
remaining provisions are now in effect and remain unchanged.
Asterisks indicate omitted and unchanged material. All
figures are rounded to the nearest hundred dollars.
2/ Following adoption o'f this Ordinance, the Department of
Community Development has informed the City Clerk that the
Section 2. The herein approved increased appropriation is
to be disbursed in the form of a loan and is subject to
confirmation that this loan will bring the total debt to
approximately $600,000, and that the property is appraised at
$900,000, further stipulating that the City receive in writing
from Bakery Arts Complex a commitment not to request anymore
funds from the City. This loan shall be unamortized and non-
cumulative as to interest and principal and the mortgage securing
same shall be subordinate only to existing amortized first and
second mortgages, with loan and mortgage terms to run concurrent
with the existing first mortga%;; said loan and mortgage terms
are to be renegotiated subject to any new first mortgage
refinancing; further, said loan and mortgage terms shall be
subject to review at five-year intervals from this date.
Section 3. All ordinances or parts of ordinances insofar as
they are inconsistent or in conflict with provisions of this
ordinance are hereby repealed.
Section 4. If any section, part of section, paragraph,
clause, phrase or word of this ordinance is declared invalid, the
remaining provisions of this ordinance shall not be affected.
• I
p
11
-3- 9'=94
PASSED ON FIRST READING BY TITLE ONLY this llth day of
j
June I 1987.
PASSED AND ADOPTED BY SECOND AND FINAL READING this 9th
day of July 1987.
AH
, CITY CLERK
PLANNING REVIEO:
SER 0 IGUEZ, DIRECTOR
5�1NN DEPARTMENT
FINANCIAL REVIEW:
CARLOS E. GARCIA, DIRECTOR
FINANCE DEPARTMENT
BUDGETARY REVIEW:
MANOHAR S. SU DIRECTOR
DEPARTMENT OF GEMENT & BUDGET
PREPARED AND APPROVED BY:
17
ROBERT F. CLARK c
CHIEF DEPUTY CITY ATTORNEY
APPROVED T FORM AND CORRECTNESS:
LU A OUGHERTY
CITY ATTORNEY
FC:RFC:bss:M187
X /—ZI�E4RL- SUAREZ MAYO
ITY DEVE
CASTANEDA, DIRE
ITY DEVELOPMENT
REVIEW:
12 -4 - 97= 594
u
® EXHIBIT C
PROMISSORY NOTE
Schedule PA" Miami, Florida
Amount: $150,000.00 Date:
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of the City of Miami, Florida, (herein called the "CITY")
acting by and through its City Commission and Department of
Community Development, the principal sum of One Hundred Fifty
Thousand Dollars ($150,000.00) with interest payable at the rate
of Twelve per centum (12%) per annum accrued interest from date
of default, if any one or more of the following conditions occur:
(1) BAC fails to use the Bakehouse
Art Complex solely and exclusively
for a complex of showrooms,
galleries, offices and meeting
space for artists and craftspeople
and/or for educational purposes in
the areas of arts and crafts.
(2) Changes the location of all or
part of the Bakehouse Art Complex
from the stated location of 561
N.W. 32 Street, Miami, Florida, or
assigns in whole or in part its
obligations under its agreement or
mortgage with the City of Miami
dated,�7. /2�
(3) Any dissolution, sale of the
majority of corporate stock, bulk
sale, bankruptcy or insolvency of
the Bakehouse Art complex, Inc., a
Florida corporation.
(4) Fails to comply with any
term, condition, agreement or
covenant contained in the Mortgage
which has been recorded and is
secured by this Promissory Note.
(5) Fails to comply with any
term, condition, agreement or
covenant contained in the
Agreement between the City of
Miami and the Bakehouse Art
Complex, Inc. dated ,,
IN THE EVENT of failure to comply with the above conditions,
the entire principal amount of this Note, as reduced,. in
accordance with the following paragraph, together with accrued
interest, from date of default shall become due and payable at
the option of the City upon written notice to the undersigned.
Failure of the City to exercise such option shall not constitute
a waiver of such default.
IF this Note be reduced to judgment, such judgment will bear
the statutory interest rate on judgments.
IF suit is instituted by the City, to recover on this Note,
the undersigned agree(s) to pay all costs of such collection
including reasonable attorneys' fees and court costsl
THIS NOTE is secured by a mortgage duly filed for record in
the Official Public Records, Dade County, Florida.
9713
13
1
(_91
DEMAND, presentment; prof and notice of demand and
otest are hereby expressly wa and the undersigned hereby
gives, to the extent authorized by law, any and all homestead
and other exemption rights which otherwise would apply to the
debt evidenced by this Note.
IN WITNESS WHEREOF, this Note has been duly executed by tre
undersigned as of its date.
MAKER: BAKEHOUSE ART COMPLEX,
INC., a Florida Corpor-
ation
561 N.W. 32 Street
Miami, Florida 33127
B��fSL�f-r�-
President
ATTEST:
Corporate Secretary
0
97- 594
14 - -
REG:12973PG MORTGA fEXHIBIT C
This Mortgage made on this�y of u. ,1986,
by and between The Bakehouse Art Complex, Incorp ated, a Florida
Corporation, hereinafter called, "BAC", residin at 561 N.W. 32nd
Street,in the City of' Miami, 33127, County of Dade and State cf
Florida, an4 the City of Miami acting by and through the Director
of the Department of .Community Development or its successorsi
hereinafterccalled "Mortgagee."
WITNESSETH, that to secure the payment of an indebtedness in,
the principal amount of One Hundred Fifty Thousand Dollars and
No/100 ($150,000.00) with interest thereon, in the event of a
default of this mortgage and/or note and/or the agreement between
CITY and BAC, which shall be payable in accordance with a certain
Promissory Note, which Promissory Note is hereinafter called
"Note", bearing even date herewith, a true and correct copy of
which, exclusive of the signature of the Mortgagor, is attached -
hereto and made a part hereof as Schedule "A", and all other
indebtedness which the Mortgagor is obligated to pay to the
Mortgagee pursuant to the provisions of the Note and this
Mortgage, the Mortgagor hereby grants, conveys and mortgages to
the Mortgagee:
ALL that certain lot, piece or parcel of land situated in
the City of Miami, County of Dade, State of Florida bounded and
described as follows:
Lots 1 through 13, both inclusive,
Block 7 of FIRST AMENDED PLAT OF
DEVONSHIRE PARK, according to the Plat
thereof, as recorded in Plat Book 5,
at Page 21, of the Public Records of
Dade County, Florida AND Lot 11 in
Block 4, of BUENA VISTA ESTATES,
according to the Plat thereof, as
recorded in Plat Book 4, at Page 191,
of the Public Records of Dade County,
-IFlorida.
This Mortgage is subject to the first
mortgage of South Florida Savings Bank
in the amount of $250.000.00, dated
September 11, 1985, filed September
12, 1985, recorded in ORB 12635/357 of
the Public Records of Dade County,
Florida, and the second mortgage in
the amount of $150,000.00 held by
Metropolitan Dade County dated October
3, 1985, filed October 28, 1985,
recorded in ORB 12681, Page 2526
through Page 2529 of the Public
Records of Dade County, Florida. This
mortgage is not subject to another
lien or encumbrance,
TOGETHER with all appurtenances thereto and all the estate
and -rights of the Mortgagor in and to such property or in anywise
appertaining thereto; all buildings and other structures now or
hereafter thereon erected or installed, and all fixtures now or
hereafter attached to, or used in, or in the operation of, and
such land, buildings, or. structures which are necessary to the
complete use and occupancy of such buildingg_ or structures for
RECORDER'S OFFICE $ 2 Z.�'°y Documantary Stamps collected
PLEASE RETURN TO: °aacn,ro'pn[erinKer
Clerk. C✓euit 3 County Courtz �% O
CITY OF MIAMI LAW DEPT. SyLV' ��«�• l' 7"
169 East Flagler St., Ste 1101
Miami, FL 33131
thO.vo
' �•�nn,�__._..�_...n onrnea[ u[ e...a eu. an Cnn 'L In[uww
''Msaral a,00„-,, t %,art to Cne:V 1'!9, L—S of ilorl.r ' 1p-
RICrI 0 P. PPIYKCF. clerk, pwe
AEC; iy-
purposes for which they were are to be erected or
lled, including, butnot limit o, all fixtures, and all
r acements thereof and additions thereto, whether or not the
same are or shall be attached to such land, buildings or
structures in any manner;
TOGETHE with any and all awards now or hereafter made for
the taking o the property mortgaged hereby, or any part thereof,
if the takin thereof shall affect the operation of the property
(including any easement) by the exercise of the power of eminent
domain, including any award for change of grade of any street or
other roadway, which awards are hereby assigned to the Mortgagee -
and are deemed a part' of the property mortgaged hereby, and the
Mortgagee is hereby, authorized to collect and receive the
proceeds of such awards, to give proper receipts and acquittances
therefore and. to apply the same toward the payment of the
indebtedness secured by this Mortgage, notwithstanding the fact
that the amount owing thereon may not then be due and payable;
and the Mortgagor her agrees, upon request, to make, execute
and deliver any and all assignments and other instruments
sufficient for the -purpose of assigning each such award to the
Mortgagee, free, clear and discharged of any encumbrances of any
kind or nature whatsoever; and
TOGETHER with all right, title and interest of the Mortgagor
in and to the land lying in the streets and roads in front of and
adjoining the above described land (all the above described land,
buildings, other structures, fixtures, awards and other rights
and interest being hereinafter collectively called the "Mortgaged
Property");
TO HAVE AND TO'HOLD the Mortgaged Property and every part
thereof unto the Mortgagee, its successors and assigns forever
for the purposes and uses herein set forth.
AND the Mortgagor further covenants and agrees with the
Mortgagee, as follows-
* I - The, Mortgagor will promptly pay the principal of a-nd
interest on the indebtedness evidenced by the Note in the event
of a default or breach and all other charges and indebtedness
provided therein and in this Mortgage, and further agrees to
modify or amend the terms of this Mortgage and/or Note as may be
required by the Mortgagee in order to comply with applicable
Federal, State or local.law.
2. The Mortgagor will promptly pay when due, as hereinafter
provided, all ground rents, if any, and all taxes, assessments,
waste and water rates and other governmental charges, fines and
impositions, of every kind ar�d nature whatsoever, now or
hereafter imposed on the mortgaged property, or any part thereof,
and will pay when due every amount of indebtedness secured by any
lien to which the lien of this Mortgage is expressly subject.
3. This Mortgage and the Note were executed and delivered
to secure moneys advanced to the Mortgagor by the Mortgagee as or
on account of a loan evidenced by the Note for the purpose of
making the improvements described or referred to in the agreement
between the City and BAC dated , in, to or on the
Mortgaged Property, and for such of r plurpose, if any, described
or referred to therein, which improvements and project are
hereinafter collectively called "Improvements". If the
construction or installation of the Improvements shall not be
carried out with reasonable diligence, or shall" be discontinued
at any time for any reason, other than strikes, lock -outs, acts
of,God, fires, floods, or other similar catastrophies, riots, war
or insurrection, the Mortgagee, after due notice to the
Mortgagor, is hereby authorized (a) to enter upon the Mortgaged
Property and employ any watchman, protect the improvements from
depiedation or injury and -to preserve and protect suc4 property,
(b) to carry out any or all then existing contracts between the
Mortgagor and other parties for the purpose of making any of the
16
97- 594
-2- �
ff1 -.-7a ,-',a
-',,- 6, r'tL;. I LOi JU I U
Improvements',, C') and enter . nto additional contracts and
*r obligations�.,',.-,,f6nt ' he purposes ompleting the Improvements
- uant to the obligations of the *gag6r hereunder, either in
name of the M'6rtgagee or the Mortgagor and (d) to pay and
discharge all debts, obligations and liabilities incurred by
reason of any action taken by the Mortgagee as provided in' this
Paragraph, 11 of which amounts so paid by the Mortgagee, with
interest thjr.6-6n from the date of each such payment, at the rate
of twelve ¢ercent (12%) per annum permitted by law shall b6
payable by the Mortgagor to the Mortgagee on demand and shall be
secured by this Mortgage.
4. No building or other structure, improvement, or fixture
mortgaged hereby shall be removed or demolished without the prior
written consent of the Mortgagee. The Mortgagor will not use or
permit or, suffer the use of, any of the Mortgaged Property for
any purpose other than the purpose or purposes for which the same
is now intended to be used, without the prior written consent of
the Mortgagee. The Mortgagor will maintain the Mortgaged
Property in good condition and state of repair and will not
suffer or permit any waste to any part thereof, and will promptly
comply with all the requirements of federal, state and local
governments, or of any departments, divisions or bureaus thereof,
pertaining to suc* property or any part thereof.
5. The Mortgagor will not voluntarily create, or permit or
suffer to be created or to exist, on or against the Mortgaged
Property, or any part thereof, any lien superior to the lien of
this Mortgage, exclusive of the lien or liens, if any to which
this Mortgage is expressly subject, as set forth in the granting
clause above, and will keep and maintain the same free from the
claims of all parties supplying labor or materials which will
enter into the construction or installation of the Improvements.
6. To the extent permitted by law, all of the personal
property described in the mortgage shall be deemed to be fixtures
and part of the real property. As to any such personal property
not deemed or permitted by law to be fixtures, this Mortgage
creates a security interest in such property included in Premiges
and-constittAes a security agreement under the Uniform Commercial
Cude. Mortgagor shall execute, file and refile such financing
statements or other security agreements as Mortgagee shall
require from time to time with respect to property included in
Premises.
7. (a) Mortgagor will keep all buildings, other structures
and improvements, including equipment, now existing or which may
hereafter be erected or installed on the land mortgaged hereby,
insured against loss by fire and other hazards, flood, casualties
and contingencies, in such amounts and manner, and for such
periods, all as may be required from time to time by the
Mortgagee, but in no event less than the aggregate amount of all
mortgages, liens and encumbrances on the property. The Mortgagor
will pay promptly when due, any and all pr6miums on such
insurance, and promptly submit to the Mortgagee for examination
receipts or other evidence of such payment as shall be
satisfactory to the Mortgagee. The Mortgagee may obtain and pay
the premium on (but shall be under no obligation to do so) every
kind .of insurance required hereby if such premium has not been
paid when due as required by this Mortgage, in which event the
Mortgagor will pay to the Mortgagee every premium so paid by the
Mortgagee. Unless otherwise required by the Mortgagee, all such
insurance shall be effected by Standard Fire and Extended
Coverage Insurance policies, in amounts not Tess than necessary
to comply with the coinsurance clause percentage of the value
applicable to the location and character of the property to be
covered. All such insurance shall be carried in companies
approved by the Mortgagee and all policies therefore shall be in
such form and shall have attached thereto los.s payableiclauses in
favbr of the Mortgagee and any other parties asi shall be
satisfactory to the Mortgagee. All such policies and attachments
thereto shall be delivered promptly to the Mortgagee, unless they
17
-3-
Ktc. I LZ31 JR 1 I
are required to be delivered toe holder of a lien of a
Wgage or similar instrument which this Mortgage is
essly subject, in which lane vent, certificates thereof,
sfactory to the Mortgagee, shall be delivered promptly to the
Mortgagee. The City shall be a named insured as third Mortgagee
on all such policies insured to the extent of its loan to BAC.
(b) IIn the event of loss or damage to the Mortgaged
Property, the Mortgagor will give to the Mortgagee immediate
notice thereof by mail, and the Mortgagee may make and file proof
of loss if not made- otherwise promptly by or on behalf of the
Mortgagor. Each insurance company issuing any such policy is
hereby authorized and directed to make payment_ thereunder for
such loss to the Mortgagor and the Mortgagee jointly, unless the
amount of loss is payable first to the holder of a lien under a
mortgage or similar instrument to which this Mortgage is
expressly subject; and the insurance proceeds, or any part
thereof, if received by the Mortgagee, may be applied by the
Mortgagee, at its option, either in reduction of the indebtedness
hereby secured, or to the restoration or repair of the Mortgaged
Property damaged. In the event of foreclosure of this Mortgage,
or of any transfer of title to the Mortgaged Property in
extinguishment of such indebtedness, all right, title and
interest of the Mortgagor in and to every such insurance policy
then in force, subject to the rights and interest of the holder
of any such prior lien, shall pass to the grantee acquiring title
to the Mortgaged Property together with such policy and
appYopriate assignment of such right, title and interest which
shall be made by the Mortgagor.
a. (a) In the event of a default by BAC and the
cancellation of its Agreement with the City, then in that event,
subject to applicable law or to a written waiver by Mortgagee,
and only in the event that similar payments are not provided for
by a superior Mortgage in dignity or right, Mortgagor shall pay
to Mortgagee .on the day monthly installments of principal and
interest are payable under the Note, until the Note is paid.in
full, the sum (herein "Funds") equal to one -twelfth of the yearly
taxes and assessments which may attain priority over tEis
Mortgage, alid ground rents on the Property, if any, plus one -
twelfth of yearly premium installments of hazard insurance, plus
one -twelfth of yearly premium installments for mortgage
insurance, if any, all as reasonably estimated initially and from
time to time adjusted by Mortgagee on the basis of assessments
and bills and reasonable estimates thereof.
(b) The funds shall be held in an institution that deposits
or accounts of which are insured or guaranteed by a Federal or
state agency. Mortgagee shall apply the Funds to pay.said taxes,
assessments, insurance premiums, and ground rents. Mortgagee
shall give to Mortgagor, without charge, an annual accounting of
the Funds showing credits and debits to the Funds and the purpose
for which each debit or credit to the Funds was made. The Funds -
are pledged as additional security for the sums (secured by this
Mortgage.
(c) If the amount of the Funds held by Mortgagee, together
with the future monthly installments of Funds payable prior to
the due dates of taxes, assessments, insurance premiums and
ground rents, shall exceed the amount required to pay said taxes,
assessments, insurance premiums and ground rents as they fall
due, such excess shall be,. at Mortgagor's option, either promptly
repaid to Mortgagor or credited to Mortgagor's monthly
installments of Funds. If the amount, of'th'e Funds held by
Mortgagee shall not be sufficient to pay taxes, assessments,
insurance premiums and ground rents as they fall due, Mortgagor
shall pay to Mortgagee any amount necessary to make up the
deficiency within thirty (30) days from the date notice is mailed
by Mortgagee or Mortgagor requesting payment thereof. ►
-4- 9' -- .59 4
(d) Upon payment in full of all sums secured by this
Wortgage, Mortgagee:,shall promptl fund to Mortgagor any Funds
d by Mortgagee. If the Prope is sold or the Property is
herwise acquired�,«by Mortgagee, Mortgagee shall apply, no later
than immediately prior to the sale of the Property or its
acquisition by Mortgagee, any funds held by Mortgagee at the time
of application as a credit against the sums secured by this
Mortgage.
ILI
r
9. The Improvements and all plans and specifications
Cherefor shall comply with all applicable state and county laws.
and codes, municipal ordinances, regulations and rules made or
promulgated by lawful authority, including without limitation the
South Florida Buiiding Code, and upon their completion, shall
comply therewith and with the rules of the Board of Fire
Underwriters having jurisdiction.
10. The Mortgagee, by any of its agents or representatives,
shall have the right to inspect the Mortgaged Property from time
to time at any reasonable hour of the day. Should the Mortgaged
Property, or any part thereof, at any time require inspection,
repair, care or attention of any kind or nature not provided by
this Mortgage as determined by the Mortgagee in its sole
discretion, the Mortgagee may after notice to the Mortgagor,
enter or cause entry to be made upon the Mortgaged Property and
inspect, repair, protect, care for or maintain such property, as
the Mortgagee may in its sole discretion deem necessary, and may
pay' all amounts of money therefor, as the Mortgagee may in its
sole discretion deem necessary.
11. The principal amount owing on the Note together with
interest thereon and all other charges, as therein provided, and
all other amounts of money owing by the Mortgagor to the
Mortgagee pursuant to and secured by this Mortgage, shall
immediately become due and payable without notice or demand upon
the appointment of a receiver or liquidator, whether voluntary or
involuntary, for the Mortgagor or any of the property of the
Mortgagor or, upon the filing of any petition by or against the
Mortgagor udder the provisions of any State insolvency law, or
under the provisions of the then current bankruptcy act, or upon
the making by the Mortgagor of an assignment of the Mortgaged
Property for the benefit of the Mortgagor's creditors. The
Mortgagee is authorized to declare, at its option, all or any
part of such indebtedness immediately due and payable upon the
happening of any of the following events:
(a) Failure to pay the amount of any installment of
principal and interest, or other charges payable on the
Note, which shall have become due under the terms and
conditions of the Note,' prior to the due date of the
next such installment;
(b) Nonperformance by the Mortgagor of `any covenant,
agreement, term or condition of this Mortgage, or of
the Note (except as otherwise provided in subdivision
(a) hereof) or of any other agreement heretofore,
herewith or hereafter made by the Mortgagor with the
Mortgagee in connection with such indebtedness, after
the Mortgagor has been given written notice by the
Mortgagee or its agent, of such nonperformance and
provided such default is not fully cured or
substantially commenced to be cured in a reasonable
time not exceeding sixty (60) days,,as set forth in the
Notice;
(c) Nonperformance by the Mortgagor or any covenant,
agreement, term or condition of the agreement between
it and the City dated T �� O, J Z `I- ,
including any amendments modif�ations to such
agreement which the parties may duly authorize and
enter into, after the Mortgagor has been given written
notice by the Mortgagee or its agent, of such
-5- 97- 594 19
�YTY 13 k_Z1
nonperformance and prod such defaultis not fully
cured, or substantial ommenced to be cured in a
reasonable time not exceeding sixty (60) days as set
forth in such Mortgage;
(d) Failure of the Mortgagor to perform_ any covenant,
jagreement, term or condition in any instrument creating
,a lien upon the Mortgaged Property, or any part
ithereof, which shall have priority over the lien o.f
this Mortgage;
(e) Mortgagor's failure in any application of the Mortgagor
to the Mortgagee ,to disclose any fact deemed by the
Mortgagee to be material, or the making therein, or in
any of the agreements entered into by the Mortgagor
with the Mortgagee (including, but not limited to, the
Note and this Mortgage) of any misrepresentation by, on
behalf of, or for the benefit of the Mortgagor;
(f) The sale, lease, bulk sale or other transfer of any
kind or nature of the Mortgaged Property, or any part_
thereof, without written notice to and prior consent_ of
the Mortgagee acting by and through the Department of
Communilty Development;
(g) Any dissolution of the Bakehouse Art Complex,
Incorporated without .first obtaining the express
written permission of the City of Miami acting by and
through the Department of Community Development;
The Mortgagee's failure to exercise any of its rights
hereunder shall not constitute a waiver thereof. All the events
in this Paragraph enumerated upon the happening of any of which
the Note shall become, or may be declared to be, immediately due
and payable are in this Mortgage called "events of default".
12. The Mortgagee may from time to time cure each default
under any bbvenant or agreement in any instrument creating a lien
upon the mbrtgaged property, or any part thereof, which shall
have priority over the lien of this Mortgage, to such extent, as
the Mortgagee may exclusively determine, and each amount paid, if
any, by the Mortgagee to cure any such default shall be paid by
the Mortgagor to the Mortgagee, and the Mortgagee shall also
become subrogated to whatever rights the holder of the prior lien
might have under such instrument.
13. (a) Subject to the a si nment of rents dated
1" by _BAC in favor of j/,� s k and dated
�- by BAC in favor of �it� -Eyy and the
validexe cise of these prior moftgagees of their assigrfinents as
additional security, in the event_ of a default or breach under
this mortgage or the Note or Agreement of �_s2,,d, date
executed by BAC, Mortgagor hereby assigns transconfers
to Mortgagee any and all leases affecting the Property as well as
the right, power and authority, during the continuance of this
Mortgage, to collect the rents, issues and profits of said
Pr.opert_y, reserving unto Mortgagor the right, prior to any
default by Mortgagor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, to collect
and retain such rents, issues and profits as they become due and
payable, and the Mortgagor shall not further assign nor encumber
the rents, profits and income of the Property or any part
thereof, without the prior written consent of the Mortgagee.
Upon any such default, Mortgagee may at any time without notice,
either in person, by agent, or by a receiver to be appointed by a
court, and without regard to the adequacy of any security for the
indebtedness hereby secured, enter upon and take possession of
the Property or any part thereof, in its own name 'sue for or
otherwise collect such rents, issues and profits, incliuding those
-past due and unpaid, and apply the same, less costs aid expenses
of operation and collection, including reasonable attorneys' fees
upon any indebtedness secured. hereby and in such order as
20 -6- 9' a 9
Mortgagee may determine. The ente upon and taking possession
the Property,•the'4Icollection of h rents, issues and profits
the application thereof as afor, aid, shall not cure or waive
" ;:
y default or notice of default hereunder or invalidate any act
done pursuant to such notice and the enforcement of such right or
remedy by Mortgagee once exercised shall continue for so long as
Mortgagee shall elect notwithstanding that the collection and
applicatio4 aforesaid of such rents, issues and profits of the
Property may have cured for the time the original default. If
Mortgagee shall thereafter elect to discontinue the exercise of
any such right or remedy, the same or any other right or remedy,
under this Mortgage may be reasserted at any time and from time -
to time following any subsequent default. Mortgagor agrees to
execute an Assignment of Rents and Leases Agreement at the time
of closing. The Assignment of Rents and Leases Agreement is
attached hereto and incorporated as Schedule "B".
(b) In the event that the Mortgagor occupies the Mortgaged
Property or any part thereof, the Mortgagor agrees to surrender
possession of such property to the Mortgagee immediately after
any such default hereunder, and if the Mortgagor remains in
possession after such default, such possession shall be as a
tenant of the Mortgagee, and the Mortgagor shall pay in advance,
upon demand by thg Mortgagee, as a reasonable monthly rental for
the premises occupied by the Mortgagor, an amount at least_
equivalent to one -twelfth of the aggregate of the twelve monthly
installments payable in the current calendar year, plus the
actual amount of the annual ground rent, if any, taxes,
assessments, waste and water rates, other governmental charges,
and insurance premiums payable in connection with the Mortgaged
Property during such year, and upon failure of the Mortgagor to
pay such monthly rental, the Mortgagor may also be dispossessed
by the usual summary proceedings applicable to tenants. This
covenant shall become effective immediately upon the happening of
any such default, as determined in the sole discretion of the
Mortgagee, who shall give notice of such determination to the
Mortgagor; and in the case of foreclosure and the appointment.of
a receiver of the rents, the within covenant shall inure to the
benefit of such receiver.
14. The. Mortgagee in any action to foreclose this Mortgage
shall be entitled to the appointment of a receiver without notice
as a matter of right, and without regard to the value of the
Mortgaged Property, or the solvency or insolvency of the
Mortgagor or other party liable for the payment of the Note and
other indebtedness secured by this Mortgage.
15. The Mortgagor, within ten (10) days upon request in
person or within twenty (20) days upon request by mail, will
furnish promptly a written statement in form satisfactory to the
Mortgagee, signed by the Mortgagor and duly acknowledged of the
amount then owing on the Note and other indebtedness secured by
this Mortgage, and whether any offsets or defenses exist against
such indebtedness or any part thereof.
16. The Mortgagor will give immediate notice by registered
or certified mail to the Mortgagee of any fire, damage or other
casualty affecting the Mortgaged Property, or of any conveyance,
transfer or change in ownership of such property, or any part
thereof.
17. Notice and demand or request shall be made in writing
and may be served in person or by mail.
18. In case of a foreclosure sale instituted by the City of
the.Mortgaged Property, it may be sold in one parcel.
19. The Mortgagor is lawfully seized of the; Mortgaged
Property and has good right, full power and ,lawful authority to
sell' and convey the same in the manner herein provided and will
warrant and defend the same to the Mortgagee forever against the
lawful claims and demands of any and all parties whatsoever.
-7- 97- 594 21
AEC. I LJ( JFU I J
20. The Mortgagor hereby aives the benefit of all
estead exemptions as to the debt ecured by this Mortgage and
to any expenditure for insuranc , taxes, levies, assessments,
es or charges incurred by the Mortgagee pursuant to any
provision of this Mortgage.
21. This Mortgage and all the covenants, agreements, terms
and conditions herein contained shall be binding upon and inure
to the benefit of ' the Mortgagor and the heirs, legal
representatives and assigns of the Mortgagor, and to the extent
permitted by law, every subsequent owner of the Mortgaged
Property, and shall be binding upon and inure to the benefit of
the Mortgagee and its assigns. The word "Mortgagee" shall
include any person-, corporation or other party who may from time
to time be the holder cf this Mortgage. Wherever used herein,
the singular number shall include the plural, the plural number
shall include the singular, and the use of any gender shall be
applicable to all genders wherever the sense requires.
22. This Mortgage is also given for the purpose of securing
future advances which the Mortgagee may make to the Mortgagor
pursuant to the terms and provisions of the Agreement between the
City and BAC dated 7, 1986.
4 1
IN WITNESS WHEREOF, this Mortgagee has been duly signed and
sealed by the Mortgagor on or as of the day and year first above
written.
WITNESSESS: MORTGAGOR: Bakehouse Art Complex,
Inc.
'-f-
Presiden
By:
Secretary
c+t
—8— _ 9 4
22:
STATE OF FLORIDA
.COUNTY OF DADE
I HEREBY CERTIFY, that on this day. of
S A.D., 19Sr before me, the undersigned
.autho ity, personally
appeared, q, known to me to be the
person described in and who executed the foregoing instrument and
severally acknowledged the execution thereof to be CZ. free act
and „deed for the uses and purposes therein mentioned.
E$S my hand and official seal the date aforesaid.
Cl\-/
_ Total;Vy-; u_b1ic State of F orida
•�T. 'gp�
y'ssion expires,
P`aIc :rAtE OF FLORICA
'': rlY CJS;+hF:a c`X? JULY12O.1589
c'"DE1O -NRU 6ERE6At ;k;. Uke,
STAVE OF FLORIDA
COUNTY OF DADE
HEREBY CERTIFY, that on this 36 day of
V u / A.D., 19, before me, the undersigned
authority personally
appeared, known to me to be the
person described in and who executed the toregoing instrument and
severally acknowledged the execution thereof to bed^free act_
and deed for the uses and purposes therein mentioned.
WITNESS'my hand and official seal the date aforesaid.
I
)f-k
'4�C
'public State of � Florida
r:.
.. 'fission expires,
+'.:�... '(ITE OF FOR IGd
-9- . 23
97- 594
PROMISSORY�E
AMOUNT: $54,000.00
PLACE: MIAMI, FLORIDA
DATE: JRyy.'}2�1 !g /9se
I'
FOR VALVE RECEIVED, the BAKEHOUSE ART COMPLEX, INC. (BAC)
promises to pay to the order of the City of Miami, a Florida
Municipal Corporation, (herein called the "CITY"), acting by and
through its Department of Community Development, or its
successors, the sum of fifty-four thousand dollars and no/100
($54,000.00) [hereinafter referred to as "CITY LOAN"] in lawful
money of the United States, (to be unamortized and non -cumulative
as to interest and principal and subordinate only to existing
first, second and third. mortgages; second and third mortgages
held by Metropolitan Dade County and dated October 3, 1985, as
extended on October 28, 1986, and City of Miami and dated July
30, 1986, respectively; terms to be renegotiated subject to any
new first mortgage refinancing; subject to review at five-year
intervals from the date of this approval. Such principal and
interest shall be due and payable as follows:
RATE: Subsequent to the maturity dates upon which
payments commence the outstanding principal balance of
the Note shall accrue interest at a variable rate equal
to three (3%) percent above the 1-Year U.S. Treasury
Bill rate (weekly) average of constant maturities for
one (1) year Treasury Bills) as published by the Board
of Governors of the Federal Reserve Bank, (hereinafter
the "Index"). The rate for the first year of the loan
will be based on the most recent Index rate available
on the Closing Date. The interest rate shall change on
each anniversary of the date of first payment until
Maturity. The interest rate will be rounded upwards to
the nearest one -eighth (1/8th) of one (1) percentage
point (U.125i).
.I
PAYMENTS: No interest or principal shall be payable
on this Note while the first mortgage in favor of South
Florida Savings Bank is outstanding. The first
mortgage is held by South Florida Savings Bank in the
amount of two hundred fifty thousand dollars ($250,000)
and is dated September 11, 1985 and recorded at ORB
12635/357 of the Public Records of Dade County,
Florida. This note will become due and payable, and
shall be deemed to mature upon the issuance of a
satisfaction of the First Mortgage, a copy of which
Borrower shall promptly furnish to the City. The
Borrower will make monthly payments of principal and
interest on the first day of each and every month
beginning with the first month follpwing the
satisfaction of the First Mortgage. Said monthly
payments will be applied first to interest and then to
principal.
The monthly payment may change
Change Date"), based on changes
initial monthly payment will be <
amortize the original loan amot
accrual rate over a thirty
("Amortization Period").. Before
Date, the Lender will calculate a
based on the then current Index,
the outstanding principal balance
over the then remaining portion
Period. On any payment change
payment shall not change upward
than ten (10%) percent of the prec,
amount.
annually ("Payment
in the Index. The
n amount which will
nt at the .initial
(30) year period
each ,Payment Change
new monthly payment
sufficient to repay
of the Note in full
of the Amortization
date, the monthly
)r downward by more
ding monthly payment
24 We 594
` Interest shall accrue from date of drawdown
dvances of principal balance shall be calculated
upon each day-s-outstanding principal balance and shall
be computed upon the actual number of days principal
amounts advanced under the Loan were outstanding.
The undersigned reserve(s) the right to prepay at any time,
all or any pat of the principal amount of this Note without the+
payment of penalties or premiums. Except as provided below, all -
monthly installment payments on this Note shall be credited as of
the due date thereof without adjustment of interest because paid.
either before or after such due date.
IN THE EVENT the undersigned shall fail to pay the interest
on, or principal amount of this Note when due, and if such
failure continues until the date the next installment payment
under this Note becomes due and payable, the outstanding
principal balance of this Note, together with accrued interest
and late charges, shall become due and payable, at the option of
the City, without notice to the undersigned. Failure of the City
to exercise such option shall not constitute a waiver of such
default.
If any one or more of the following conditions occur they
shall be acts of default:
No default shall exist by reason of nonpayment of any
required installment of principal and/or interest,
provided the amount of any prepayments already made
pursuant hereto equals or exceeds the amount of the
required installments. If any monthly installment of
principal and/or interest due and payable under this
Note is not paid during the month which includes the
due date of such installment, then the undersigned
shall pay a late charge equal to five percent (5%) of
the amount of each monthly installment which is past
due and.,remains unpaid during the quarter (or part
-thereof), following the month such installment is due.
If this Note is reduced to judgement, such judgement
shall bear interest at a rate of twelve percent (12%)
or such other statutory interest rate as then
prescribed by Chapter 687, Florida Statutes.
IF suit is instituted by the City to recover on this Note,
the undersigned agree(s) to, pay all costs of such collection
including reasonable attorney fees and court costs.
IN WITNESS WHEREOF, this Note, has been duly executed by the_
undersigned, as of its date.
ATTEST:
BY. r
CORPOR,#TE SECRETARY
MAKER/BORROWER:1
BAKEHOUSE ART COMPLEX, INC.
a Florida Corporation
PRESIDENT f
Revised I1/4/87
,, i d
97- 5 25
•STA.TE OF' FLORIDA )
SS.
COUN` OF DADE ) � -
BEFORE ME, 'the undersigned authority, Dersonally
appeared Helen Muller-Pancoast, President of Bakehouse Art
Complex, Incorporated, who being by me first duly sworn under_ `
oath, depose(s) and say(s):
d "
1. this Affidavit is executed and delivered to induce
the CITY OF AIAMI, acting by and through the Department of
Commu-nity Development, (The "CITY") to loan $54,000.00 to:
affiant(s) ("Borrower") on the security of his or her promise to
repay said loan and the Mortgage and other collateral instruments
or even date given by Borrower to the r.irv.
2. That Borrower is the owner of the real property (tne
"Property") described as follows:
Lots 1 through 13, both 'inclusive, Block 7, of
FIRST A14EVDED PLAT OF DEVONSFTRE PARK,
according to the Plat thereof, as recorded in
Plat Book 5, at ,Page 21, of the Public Records
of Dade County,. Florida,
and
Lot 11, in Block 4, of BUENA VISTA ESTATES,
according to the Plat thereof, as recorded in _
Plat Book 4, at Page 191, of the Public
Records of Dade County, Florida.
3. T`,:at the Property and all personal proper=v
contained therein at this date are free and clear of all lier_s,
encumbrances and claims of every nature, except as set fer-h -4--
tie wort -ace.
4. That there have been no innrovements, alteraticns or
repairs to the Property within the last ninety (90) days which
have, ---not been paid for.
S. That there are no mechanic's liens, materiaLmen' or
laborer's liens against said property.
6. That my enjoyment of the Proper-ty has been peaceable
and undisturbed and the title to said property has never been
disputed or questioned` to my knowledge, nor do I know of any
facts by reason of which the title to, or possession ozz, sai_
?ropert_i might be disputed or questioned or by reason of which
any claL-a to any or said property might be asserted adversely to
me. M.y -right to possession of said Property has never been
cal'_enged.
7. I know of no action' or croceedinc relatinc tc said
P_ooerty which is now pendirc in ar_y State or Fe-jerai Court i
the United States r_or do I know of any State or Federal Judgement
cr an',r Federal Lien of any kind or nature whatever which now
ccrst:tu es a lien_ or charge upon the above described Property.
A.L\JD FUP.T =R AFF 7ALNT (S ) SarTH NAUGHT.
SwORU TO AND SUBSCRIBED be=cre me t::is.27 day of
�trNu 2 i ' 19.
My C:,mmissior. :czir _s :
NOTASY PU.'LIC, STATE OF FCORIDA}
CXPIRES: NOV i 1, 1991.
199.
26 -10- qj- 594
16 PG0150 '
Y.EC•
EXHIBIT C
MORTGAGE
This: Mortgagee made on this day of 7AAIP4 ItY ,
1983, by land between The Bakehouse Art Complex, Incorporated, a
Florida Corporation, hereinafter called, "BAC", residing at 561
N.W. 32nd Street, in the City of Miami, 33127, County of Dade and
State of Florida, and the City of Miami acting by and through the
Director of the Department of Community Development or its
successors, hereinafter called "Mortgagee".
WITNESSETH, that to secure the payment of an indebtedness in
the principal amount of Fifty Four Thousand Dollars and No/100
($54,000) with interest thereon, which shall be payable in
accordance with a certain Promissory Note, which Promissory Note
and correct copy of which, exclusive of the signature of the
Mortgagor, is attached hereto and made a part hereof as Schedule
"A", and all other indebtedness which the Mortgagor is obligated
to pay to the Mortgagee pursuant to the provisions of the Note
and this Mortgage, the Mortgagor hereby grants, conveys and
mortgages to the Mortgagee:
ALL that certain lot, piece or parcel of land situated in
the City of Miami, County of Dade, State of Florida bounded and
described as follows:
Lots 1 through 13, both inclusive, Block 7 of
FIRST AMENDED PLAT OF DEVONSHIRE PARK,
according to the Plat thereof, as recorded in
Plat Book 5, at Page 21, of the Public
Records of Dade County, Florida AND Lot 11 in
Block 4, of BUENA VISTA ESTATES, according to
the Plat thereof, as recorded in Plat Book 4,
at Page 191, of the Public Records of Dade
,County, Florida.
This Mortgage is subject to the first
mortgage of South Florida Savings Bank in the
amount of $250,000.00, dated September I1,
1985, filed September 12, 1985, recorded in
ORB 12635/357 of the Public Records of Dade
County, Florida, and the second mortgage in
the amount of $150,000.00 held , by
Metropolitan Dade County dated October 3,
1985, filed October 28, 1985, recorded in ORB
12681, Page 2526 thru 2529 of the Public
Records of Dade County, Florida and the third
mortgage held by Metropolitan Dade County
dated October 18, 1986, is not subject to
another lien or encumbrance.
TOGETHER with all appurtenances thereto and all the estate
and rights of the Mortgagor in and to such property or in anywise
appertaining thereto; all buildings and other structures now or
hereafter thereon erected or installed, and all fixtures now or
hereafter atrarhoel rn, ei "n, or it o n.3
cwmpiuZ.e use anu occupancy of ach buildings or structures for
the purpose for which they were or are to be erected or
installed, including, but not limited to, all fixtures, and all
replacements thereof and additions thereto, 'whether or not the
same are or shall be attached to such land, buildings or
structures in any manner;
RECORDER'S OFFICE
PLEASE RETURN TO:
CITY OF MIAMI LAW DEPARTMENT 00CSTFNTG 189.00 INTNG it
1100• AmeriFirst Building HARVEY R'UVINY CLERK DADE COUNTY?
One S.E. Third Avenue
Miami, Florida 33131
27
97- 594
W.
{ 63RIO 151
0 TOGETHER with any and all awa`0 now or hereafter made for
taking, of the property mortgaged hereby, or any part thereof,
if the taking thereof shall affect the operation of the property
(including any easement) by the exercise of the power of eminent
domain, including any award for change of grade of any street or
other roadwlay, which awards are hereby assigned to the Mortgagee
and are deemed a part of the property mortgaged hereby, And the
Mortgagee is hereby authorized to collect and receive the
proceeds of such awards, to give proper receipts and acquittances
therefore and to apply the same toward the payment of the
indebtedness secured by this Mortgage, notwithstanding the fact
that the amount owing thereon may not then be due and payable;
and the Mortgagor hereby agrees, upon request, to make, execute
and deliver any and all assignments and other instruments
sufficient for the purpose of assigning each such award to thee
Mortgagee, free, clear and discharged of any encumbrances of any
king of nature whatsoever; and
TOGETHER with all right, title and interest' of the Mortgagor
in and to the land lying in the streets and roads in from of the
adjoining the above described land (all the above described land,
buildings, other structures, fixtures, awards and other rights
and interest being 'hereinafter collectively called the "Mortgaged
Property");
TO HAVE AND TO HOLD the mortgaged Property and every par t
thereof unto the Mortgagee, its successors and assigns forever
for the purposes and uses herein set forth.
AND the Mortgagor further covenants and agrees with the
Mortgagee, as follows:
1. The Mortgagor will promptly pay the principal of and
interest on the indebtedness evidenced by the Note in the event
of a default or breach and all other charges and indebtedness
provided therein and in this Mortgage, and further agrees to
modi.fy or amend the terms of this Mortgage And/or Note as may be
required by the Mortgagee in order to comply with applicable
Federal, State or local law.
2. The Mortgagor will promptly pay when due, as hereinafter
provided, all ground rents, if any, and all taxes, assessments,
waste and water rates and other governmental charges, fines and
impositions, of every kind and nature whatsoever, now or
hereafter imposed on the mortgaged property, or any part thereof,
and will pay when due every amount of indebtedness secured by any
lien to which the lien of this Mortgage is expressly subject.
3. This Mortgage and the Note were executed and delivered
to secure moneys advanced to tfie Mortgagor by the Mortgagee as or
on account of a loan evidenced by the Note for the purpose of
making the improvements described or referred to in the agreement
between the City and BAC dated July 30, 1986, in, to or on the
Mortgaged Property, and for such other purpose, if any, described
or referred to therein, which improvements and project are
herei-nafter collectively called "Improvements". If the
construction or installation of the Improvements shall not be
carried out with reasonable diligence, or shall be discontinued
At any time for any reason, other than strikes, lockouts, acts of
God, fires, floods, or other similar catastrophes, riots, war or
iiisurrection, the Mortgagee, after due notice to the Mortgagor,
is hereby authorized (a) to enter upon the Mortgaged Property and
employ any watchman, protect the improvements from depredation or
injury and to preserve and protect such property, ( b ) to carry
out any or all then existing contracts between the Mortgagor and
other parties for the purpose of making, any of the Improvements,
(c) to make and enter into additional contracts and incur
obligations for the purposes of completing the Improvements
pursuant to the obligations of the Mortgagor hereunder, either in
the name of the Mortgagee or the Mortgagor and ( d ) to pay and
discharge ail debts, obligations and liabilities incurred by
reason of any action taken by the Mortgagee as provided in this
Paragraph, all of which amounts so paid by the Mortgage, with
interest thereon from the date of each such payment, at the rates
prescribed by the Note.
97 94
.16< - 0152
i?EC. .l
4. No building or other at cture, improvement, or fixture
mortgaged hereby shall be removed or demolished without the prior .
written consent of the Mortgagee. Ti+e-Mortgagor will not use or�,^
permit or, suffer the use of, any of the Mortgaged Property forQL1
any purpose other than the purpose or purposed for which the same
is now in1tended to be used, without the prior written consent of
the Mortgagee. The Mortgagor will maintain the Mortgaged
Property '.in good condition and state of repair and will not
suffer or permit any waste to any part thereof, and will promptly
comply with all the requirements of federal, state and local
governments, or of any departments, divisions or bureaus thereof,
pertaining to such property or any part thereof.
5. The Mortgagor will not voluntarily create, or permit or
suffer to be created or to exist, on or against the Mortgaged
Property, or any part thereof, any lien superior to the lien of
this Mortgage, exclusive of the lien or liens, if any to which
this Mortgage is expressly subject, as set forth in the granting
clause above, and will keep and maintain the same free from the
claims of all parties supplying labor or materials which will
enter into the construction or installation of the Improvements.
6. To the 'extent permitted "by law, all of the personal
property described in the mortgage shall be deemed to be fixtures
and part of the real property. As to any such personal property
not deemed or permitted by latf.,_to be fixtures, this Mortgage
creates a security interest in such property included in Premises
and constitutes a security agreement under the Uniform Commercial
Code. Mortgagor shall execute, file and refile such financing
statements or other security agreements as Mortgagee shall
require from time to time with respect to property included in
Premises.
7. (a) Mortgagor will keep all buildings, other structures
and improvements, including equipment, now existing or which may
hereafter.,be erected or installed on the land mortgaged hereby,
insured against loss by fire and other hazards., flood, casualties
and contingencies, in such amounts and manner, and for such
periods, all as may be required from time to time by the
Mortgagee, but in no event less than the aggregate amount of all
mortgages, liens and encumbrances on the property. The Mortgagor
will pay promptly when due, any and all premiums on such
insurance, and promptly submit to the Mortgagee for examination
receipts or other evidence of such payment as shall be
satisfactory to the Mortgagee. The Mortgagee may o�btain and pay
the premium on (but shall be under no obligation to do so) every
kind of insurance required hereby if such premium has not been
paid when due as required by this Mortgage, in which event the
Mortgagee will pay to the Mortgagee every premium so paid by the
Mortgagee. Unless otherwise required by the Mortgagee, all such
insurance shall be effected by Standard Fire and Extended
Coverage Insurance policies, in amounts not less than nec.essnry
to comply with the coinsurance clause percentage of the value
applicable to the location and character of the property to be
covered. All such insurance shall be carried in companies
approved by the Mortgagee and all policies therefore shall he in
such form and shall have attached thereto loss payable clauses in
favor of the Mortgagee and any other parties as shall be
satisfactory to the Mortgagee. All such policies and attachments
thereto shall be delivered promptly to the Mortgagee, unless they
are required to be delivered to the holder of a lien of a
mortgage or similar instrument to which- this Mortgage is
expressly subject, in which latter event, certificates thereof,
satisfactory to the Mortgagee, shall be delivered promptly to the
Mortgagee. The City shall be a named extent of its loan to BAC.
( b ) In the event of loss or damage to the Mortgaged
Property, the Mortgagor will give to the Mortgagee immediate
notice thereof by mail, and the Mortgagee may make and file proof
of loss if not made otherwise promptly by or on behalf of the
Mortgagor. Each insurance company issuing any such policy is
hereby authorized and directed to make payment thereunder for
29
_-= 94
6 c0153
�ch loss to the Mortgagor and th Mortgagee jointly, unless the
amount of loss is payable first to the holder of a lien under a /,•
expressly subject; and the insurance proceeds, or any parC
thereof, if received by the Mortgagee, may be applied by the
Mortgagee, at its option, either in reduction of the indebtedness
hereby secured, or to the restoration or repair of the Mortgaged
Property damaged. In the event of foreclosure of. this Mortgage,
or of any transfer of title to the Mortgaged Property in
extinguishment of such indebtedness, all right, title and
interest of the Mortgagor in and to every such insurance policy
then in force, subject to the rights and interest of the holder
of any such prior lien shall pass to the grantee acquiring, title
to the Mortgaged Property together with such policy and
appropriate assignment of such right, title and interest which
shall be made by the Mortgagor.
8. ( a ) In the event of a default by BAC and the
cancellation of its Agreement with the City, then in that event,
subject to applicable law or to a written waiver by Mortgagee,
and only in the event that similar payments are not provided for
by a superior Mortgage in dignity or right, Mortgagor shall pay
to Mortgagee on the day monthly installments of principal and
interest are. payable under the Note, until the Note is paid in
full, the sum (herein "Funds") equal to one -twelfth of the yearly
taxes and assessments which may attain priority over this
Mortgage, and ground rents on t,b,e Property, if any, plus one -
twelfth of yearly premium installments of hazard insurance, plus
one -twelfth of yearly premium installments for mortgage
insurance, if any, all as reasonably estimated initially and from
time to time adjusted by Mortgagee on the basis -of assessments
and bills and reasonable estimates thereof.
(b) The funds shall be held in an institution that
deposits or accounts of which are insured or guaranteed by a
Federal or State agency. Mortgagee shall apply the Funds to pay
said taxest assessments, insurance premiums and ground rents.
Mo.rtgagee shall give to Mortgagor, without charge, an annual
accountingIlof the Funds showing credits and debits to the Funds
and the purpose for which each debit or credit to the Funds are
made. The Funds are pledged as additional security for the sums
secured by this Mortgage.
( c ) If the amount of the Funds held by Mortgagee,
together with the future monthly installments of Funds payable
prior to the due dates of taxes, assessments, insurance premiums
and ground rents, shall exceed the amount required to pay said
taxes, assessments, insurance premiums and ground rents as they
fall due, such excess shall be, at Mortgagor's option, either
promptly repaid to Mortgagor or credited to Mortgagor's monthly
installments of Funds. If the amount of the Funds held by
Mortgagee shall not be sufficient to pay taxes, assessments,
insurance premiums and ground rents as they fall due, Mortgagor
shall pay to Mortgagee any amount necessary to make up the
deficiency within thirty (30) days from the date notice is mailed
by Mortgagee or Mortgagor requesting payment thereof.
(d) Upon payment in full of all sums secured by this
Mortgage, Mortgagee shall promptly refund -to Mortgagor any Funds
held by Mortgagee. If the Property is sold or the Property is
otherwise acquired by Mortgagee, Mortgagee shall apply, no later
than immediately prior to the sale of the Property or its
acquisition by Mortgagee, any funds held by fioftgagee at the time
of application as a credit against the sums secured by this
Mortgage. .
9. The Improvements and all plans and specifications
therefore shall comply with all applicable state and county law,t
and 'coded, municipal ordinances, regulations and rules made or
promulgated by lawful authority, including without limitation the
South. Florida Building Code, and upon their completion, shall
comply therewith and with the rules of the Board of Fire
Underwriters having jurisdiction.
30 _4- 97_ 594
- 16398?M154 _
10. The 10 Mortgagee, by any its agents or representatives,
40
shall have the riolit to inspect the Mortgaged Property from time ( ,
to time at eny reasonable hour of the day. Should the Mortgaged �-
Property, or any part ,thereof, at any time require inspection,
repair, c�re or attention of any kind or nature not provided by
this Mortgage as determined by the Mortgagee in its sole
discretion, the Mortgagee may after notice to the Mortgagor,
enter or cause entry to be made upon the Mortgaged Property and
inspect, repair, protect, care for or maintain such property, as
the Mortgagee may in its sole discretion deem necessary, and may
pay all amounts of money therefor, as the Mortgagee may in its
sole discretion deem necessary.
11. The principal amount owing on the Note together with
interest thereon and all other charges, as. therein provided, and
all other amounts of . money owing by the Mortgagor to the
Mortgagee pursuant to and secured by this Mortgage, shall
immediately become due and payable without notice or demand upon
the appointment of a receiver or liquidator, whether voluntary or
izvolur-t_ry, for the Mortgagor or any of the property of the
Mortgagor or upon the filing of any petition by or against tie
Mortgagor under the provisions of any State insolvency law, or
under the provisions of the then current bankruptcy act, or upon
the making by the Mortgagor of an assignment of the Mortcaged
Property for the benefit of the Mortgagor's creditors. The
Mortcagee is authorized to deciare, at its option, all or any
cart or such indebtedness Lamediat=_ly due and payable upon the
happening of any of the following events:
(a) Failure to pay the amount of any installment of
principal and interest, or other charges payable on the
Note, which shall have become due under the terms and
conditions of the Note, prior to the due date of the
next such installment;
(b) Nonperformance by the Mortgagor of any covenant,
agreement, term or condition of this Mortgage, or of
the Note (except as other -wise provided in subdivision
(a) hereof) or of any other agreement heretofore,
herewith or hereafter .made by the Mortgagor with the
Mortcacee i. connection with such indebtedness, after
the Mortgagor has been cive_n written notice by the
"ortcacee •cr its a(3ent, of such nonpet`or-lance and
crovi,ded such de;ault is not fully cured or
substantially commenced to be c-fired in a reasonable
time not exceeding sixty (60) days, as set for.'.-: in the
c) Nonperformance by the Mortgagor or any covenant,
agreement, term or condition of the agreement between it and the
City dated July 30,_ 1986, including any amcndments or
modifications to such agreement which the parties may duly
authorize and enter into, after the Mortgagor has been given
written notice by the Mortgagee or its agent, of such
nonperformance and provided such defaults not fully cured, or
substantially commenced to be cured in a reasonable time not
exceeding sixty (60) days as set forth in such Mortgage;
(d) Failure of the Mortgagor to perform any covenant,
agreement, term or condition in any instrument creating a lien
upon the Mortgaged Property, or any part thereof, which shall
have priority over the lien of this Mortgage;
9" = 594 "
-q-
�c; I UU�Of lU I.JJ
(e) Mortgagor's failure in any application of the Mortgagoz ,
to the Mortgagee to dose any fact deemed by the
Mortgagee to be materi or the making therein, or in
any of the agreements entered into by the Mortgagor
with the Mortgagee (including, but not limited to, the
Note and this Mortgage) of any misrepresentation by, on
behalf of, or for the benefit of the Mortgagor;
(f) he sale, lease, bulk sale or other transfer of any
kind or nature of the Mortgaged Property, or any part
thereof, without written notice to and prior consent of
the Mortgagee acting by and through the Department of
Community Development; _
(g) Any dissolution of the Bakehouse ' Art Complex,
Incorporated without first obtaining the express
written permission of the City of Miami acting by and
through' the Department of Community Development;
The 'Mortgagee's failure to exercise any *of its rights
hereunder shall not constitute a waiver thereof. A11 the events
in this Paragraph enumerated upon the happening of any of which
the Note shall become, or may be declared to be, L-nmediately due
and payable are in this Mortgage called "events of default".
12. The. Mortgagee may from time to time cure each default
under any covenant or agreement in any instrument creating a lien
upon the mort_aaed property, or any part thereof, which shall
have priority over the lien of tils Mortgage, to such extent, as
the Mortgagee may exclusively determine, and each amount paid, i.:
any, by the Mortgagee to cure any such default shall be paid by
the ,Mortgagor to the Mortgagee, and the Mortgagee shall also
become subrogated to whatever rights the holder of the prior lien
might have under such instrument.
13. (a) Subject to the assignment of rents dated September
11, 1985 by BAC in favor of South Florida Savings Bank and the
second mortgage by BAC in favor of Metropolitan Oade County and
ddted Octgber 3, 1985 and the valid exercise of these prior
mortgagees of their assignment as additional security, in the
event of a default or breach under this mortgage or the Note or
Agreement of July 30, 1986, date executed by BAC, Mortgagor
hereby assigns transfers and confers to Mortgagee any and all
leases affecting the Property as well as the right, power and
authority, during the continuance of this Mortgage, to collect
the rents, issues and profits of said Property, reserving unto
Mortgagor the right, prior to any default by Mortgagor in paymeat
of any indebtedness secured hereby or in performance of any
agreement hereunder, to collect and retain such rents, issues and
profits as they become due and payable, and the Mortgagor shall
not further assign nor part thereof, without the prior written
consent of the Mortgagee. Upon any such default, Mortgagee may
at any time without notice, either in person, by agent, or by a
receiver to be appointed by a court, and without regard to the
adequacy of any security for the indebtedness hereby secured,
enter upon and take possession of the Property or any part
thereof, in its own name sue for or otherwise collect such rents,
issues and profits, including those past due and unpaid, and
apply the same, less costs and expenses of operation and
collection, including reasonable attorneys' fees upon any
indebtedness secured hereby and in such order as. Mortgagee may
determine. The entering upon and taking possession of the
Property, the collection of such rents, issues and profits and
the application thereof as aforesaid, shall not cure or waive any
default or notice of default hereunder or invalidate any act done
pursuant to such notice and the enforcement of such right or
remedy by Mortgagee once exercised shall continue for so long as
Mortgagee shall elect notwithstanding that the collection and
applic-t*..nn aforesaid of
under tnis Mortgage may be reasserted at.any time and from time
to time following any subsequent default. Mortgagor agrees to
execute an Assignment of Rents and Leases Agreement at the time
of closing. The Assignment of Rents and Leases Agreement is
attached hereto and incorporated as Schedule "8".
32 97-tl 594
I 156
(b) In the event that the tgagor occupies the Mortgaged
foossession
operty or any part thereof, t ortgagor agrees to surrender
of such property to the Mortgagee immediately after
any such default hereunder, and if the Mortgagor remains in
tenant of the Mortgagee,, and the Mortgagor shall pay in advance,
upon demand by the Mortgagee, as a reasonable monthly rental for
the premises occupied by the Mortgagor, and amount at least
equivalent! to one —twelfth of the aggregate of the twelve monthly
installments payable in the current calendar year, plus the
actual amount of the annual ground rent, if any, taxes,
assessments, waste and water rates, other governmental charges,
and insurance premiums payable in connection with the Mortgaged
Property during such year, and upon failure of the Mortgagor to
pay such monthly rental, the Mortgagor may also be dispossessed
by the usual summary proceedings applicable to tenants. This
covenant shall become effective immediately upon the happening of
any such default, as determined in the sole discretion of the
Mortgagee, who shall give notice of such determination to the
Mortgagor: and in the case of foreclosure and the appointment of
a receiver of the rents, the within covenants shall inure to the
benefit of such receiver.
14. The Mortgagee in any action to foreclose this Mortgage
shall be entitled to the apooint.-nent of a receiver without notice
as a matter of right, and without regard to the value of the
Mortgaged Property, or the scI vency or insolvency of the
Mortgagor or other party liable for the payment of the Note and
other indebtedness secured by this Mortgage.
15. The Mortgagor, within ten (10) days upon request in
person or within twenty (20) days upon request by mail, will
furnish promptly a written statement in form satisfactory to the
Mortgagee, signed by the Mortgagor and duly acknowledged of the
amount then owing on the Note and other indebtedness secured by
this Mortgace, and whether any offsets or defenses exist against
such. indebtddness or any part thereof.
•I
15. The Mortgagor will give immediate notice by registered
or certified mail to the Mortgagee of any fire, damage or other
casualty affecting the Mortgaged' Property, or of any conveyance,
transfer or change in ownership of such property, or any part
thereof. _
17. Notice and demand of request shall be made in writinc
and may be ser-jed in person or by mail.
la. In case of a foreclosure sale instituted by the City of
the Mortgaged Property, it may be sold in one parcel.
19. The Mortgagor .is lawffully seized of the Mortgaged
P=onerty and has aood right, full power and lawful authority to
se1L and convev the same in the manner herein provided, and will
warrant and defe^d the same to the Mortgagee forever against the
la,:_ul claims and demands of any and all parties whatsoever.
20. The Mortgagor hereby waives the benefit of all
homestead exemptions as to the debts secured by this Mortgage and
as to any expenditure for insurance, taxes, levies, assessments.,
dues or charges incurred by the Mortgagee pursuant to any
provision of this Mortgage.
21• This Mortgage and all the covenants, agreements, terms
and conditions herein contained shall be binding- upon' and inure
to the benefit of the Mortgagor and the heirs, legal
representatives and assigns of the Mortgagor, and to the extent
permitted by law, every subsequent owner of -the Mortgaged
Property, and shall be binding upon and inure to the benefit of_
the Mortgagee and its assigns. The word "Mortgagee" shalr
include any person, corporation or other party who may from time
to time be the holder of this Mortgage. Wherever used herein,
the singular number shall include the plural, the plural number
shall include the singular, and the use of any gender shall be
applicable to all genders wherever the sense requires.
33
-7- 97- 594
163 Pc0 57
® 22. This Mortgage is also g, _n for the purpose of securing
future advances which the Mortgagee may make to the Mortgagor
pursuant to the terms and provisions of the Agreement between the `
City and BAC dated July 30, 1986.
IN WkNESS WHEREOF, this Mortgagee has been duly signed and
sealed by'the Mortgagor on or as of the day and year first above
written,
WITNESSES:
�� 11-1'�qlvul`�
,
MORTGAGOR:
BAKEHOUSE ART COMPLEX, INC.
`PRESIDENTiZ
CL
B Y :
SEC RE RY
34 97-- -594
��-F.16„� PGOl58
EC.
�TE OF FLORIDA
(-OUNTY OF DADE
I _H£tEBY CERTIFY, that on this 1 i day of
Tytw92yj A. D. , 19 8 before me, the undersigned
authority, r r/Mayyy a. 2iC F742? S personally
appeared, 171,E,Cr.Ti P/i/*/Co�tS % known to me
to be the person described in and who executed the foregoing:
instrument and severally acknowledged the execution thereof to be
H ,'-/Z- free act and deed for the uses and purposes therein
mentioned.
WITNESS my hand and official seal the date aforesaid.
Apht,axy Pliblic State of Florida at Large
I 1 NO
'I�ly,_mbmtni�sion expires,
g7 TA P AjT. {LATE OF FLORIDA
S'01 EXP. RAR 27.12H
��. • � D> "GENERAL IRS. URa.
STATE OF FLORIDA
COUNTY OF DADE
I HERB$Y CERTIFY, that on this _If?!4j day ..of
7147AIPA2y A.D. , 19 e.9 , before me, the undersigned
authority
personally appeared, • T/,'?OTHy P ltlGH�eOS
known to me to be the person described in and who executed the
foregoing instrument and severally acknowledged the execution
thereof to be Ht_5 free act and deed for the uses and purposes
therein mentioned.
WITNESS my hand and official seal the date aforesaid.
N(t � � liV= gtate bf
;a
Ky Commis-sion eXDires,
orida at' Large
"TAAt ODOM STATE OF PLORIDA
NY COMMISSION EXP. JAN I7,1930
S00M TMRU GENERAL INS. UND.
n
35
36
CONFIRMATION OF SUBORDINATION OF MORTGAGE
THIS CONFIRMATION OF SUBORDINATION OF MORTGAGE (the "Subord) ation") made and
entered into this �1 day of July, 1994, by THE CITY OF MIAMI (the "MORT AGEE")
A. I MORTGAGEE is the owner and holder of that certain mortgage (the "Fourth
Mortgage"), dated January 19, 1988 and recorded on June 9, 1994 in Official Records Book 16398,
8t Page 150, of the Public Records of Dade County, Florida, encumbering the premises more
particularly described therein (the "Property").
B. THE BAKEHOUSE ART COMPLEX, INC., a non profit Florida corporation, (the
"BORROWER") has requested an extension to an the existing Mortgage (the "Mortgage Extension)
from FIRST UNION NATIONAL BANK OF FLORIDA, successor in interest to the FEDERAL DEPOSIT
INSURANCE CORPORATION, as receiver of SOUTHEAST BANK, N.A., as successor by merger to
SOUTH FLORIDA SAVINGS BANK, (the "Lender") which Mortgage Extension shall continue to be
secured by, among other things, the Mortgage (the "Original Mortgage") encumbering the Property.
Said Original Mortgage was recorded in Original Records Book 12635, at Page 357 of the Public
Records of Dade County, Florida.
C. LENDER has agreed to grant the Mortgage Extension provided that the inferiority of
the Fourth Mortgage, and the promissory note secured thereby, be confirmed as inferior and
subordinate to the lien of the Mortgage.
NOW THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and
other good and valuable consideration the receipt of which is hereby acknowledged, and to induce
LENDER to extend the Loan in favor of the BORROWER, MORTGAGEE, does hereby covenant and
agree that:
1. The above recitals are true and correct and are incorporated herein as though set forth
in detail, '
2. The Fourth Mortgage, and the promissory note secured thereby, and all renewals,
modifications and extensions of said Mortgage and promissory note, shall henceforth and forever be
subject, subordinate and inferior at all times to the lien of the Mortgage as modified by the Mortgage
Extension Agreement recorded in Official Records Book , at Page _, of the Public Records of
Dade County, Florida.
3. The MORTGAGEE agrees that the Mortgage is and shall be a pribr lien and superior
in right and dignity at all times to the Fourth Mortgage.
4. —This Subordination is made for the purpose of inducing MORTGAGEE to enter into the
Mortgage Extension with the BORROWER and, to induce Lawyers Title Insurance Corporation, the
"Title Insurer") to issue a commitment or commitments and/or policy or policies insuring LENDER'S
interest in the Property.
IN WITNESS WHEREOF, the MORTGAGEE, has caused this Subordination of Mortgage to be
executed the day and year first above written.
WITNESSED BY:
11 MI.
s.-d�1"'�rT_ it���iR
NAME:
NAME:
STATE OF FLORIDA }
COUNTY OF DADE }
(MORTGAGEE )
THE CITY OF AMI
By:
Name: , t3Dlp
As its: City Manager
Address:_76to t�1 L >J �� blIA�11,R 3313�
Approved as to form and correctness:
By: —
Name:1 A oneg. III
As its: Citv A rney r
Address:300 Biscayne Boulevard Way
Dupont Plaza Center, Suite 1300
Miami, FL 33131
I HEREBY CERTIFY that, on this day, before me, ar�,00fficer duly �uthor1'zed to administer oaths
and take acknowledgments, personally appeared GZQuiri ' . ficLc�r , as the
City Manager of THE CITY OF MIAMI, who, after being duly sworn, acknowledged before me the
execution of the foregoing instrument for the purposes therein expressed, and who produced
as identification. '
1994. WITNESS, my hand and official seal in the County and State aforesaid, this -Zl' day of July,
i ,STATVOF FLOA
Name: .tlGL to 4)
Please Print
My commission expires:
NlJ'AI i i�iiLlC : Ur FiARMA
CJ\�iPA SSIC:�I NO. CC ,SUS5
THIS INSTRUMENT PREPARED BY: 'My CDM,!-.Mb;C a r. UNE 14,Iss8'
LINDA ROTH-CORTINA, ESQ.
WEISBURD, EISEN & ROTH-CORTINA, P.A.
100 S. Biscayne Blvd., Suite 1010
Miami, Florida 33131 9 7 — 594