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HomeMy WebLinkAboutExhibit 5-Promissory Note-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROMISSORY NOTE Miami, Florida 5800,000.00 , 2009 FOR VALUE RECEIVED the undersigned, Parrot Jungle and Gardens of Watson Island, Inc., a Florida for-profit corporation (hereinafter referred to as the "Company") promises to pay to the order of the City of Miami (hereinafter referred to as the "City" or "Lender"), at 444 S.W. 2nd Avenue, Miami, Florida 33130, or such other location or address as the City may direct from time to time, the principal sum of Eight Hundred Thousand Dollars and 00/100 ($800,000.00), together with interest thereon at the rate of zero (0%) per annum simple interest upon the principal balance outstanding from time to time, said principal being payable as follows: 48 monthly payments of principal in the amount of $16,667, beginning and ending , provided, however, that upon the occurrence an Event of Default as provided herein or in that certain Loan Agreement of even date herewith (the "Agreement"), and the continuance of such Event of Default beyond the applicable cure period, if any, the amount of the General Funds disbursed hereunder shall be immediately due and payable. All capitalized terms not defined herein shall have the meanings provided in the Agreement. At the option of the City, all sums advanced hereunder together with accrued interest thereon shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following events of default, subject to any applicable cure period as provided in the Agreement: (a) the Company's failure to promptly pay in full any payment due under this Note, the Agreement or any of the Loan Documents executed in connection therewith; (b) the Company's failure to pay any insurance premium when due; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a Receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any company or guarantor hereof which shall continue beyond any applicable cure period set forth in the Agreement; (d) any breach by the Company of the terms, covenants or conditions set forth in the Agreement or any of the Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default as defined in the Agreement or any of the other Loan Documents. Upon the occurrence of any of the foregoing events, the amount of the General Funds disbursed, together with interest accrued thereon at the rate provided above, shall be immediately due and payable. 09-oo3�.s- �X��bi 15-�►'o�1�SSOr� n0�e-so e) I THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Any property of any company or guarantor hereof now or hereafter in the possession of the City, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Company to the City. The City may apply or set-off any funds or other sums against said liabilities at any time in the case of the Company(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the City in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the City of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Company agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, the whole of said indebtedness then outstanding shall thereupon, at the option of the City, become immediately due and payable. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, the Company agrees to pay all and singular the costs, charges, and expenses incurred by the City in the enforcement of its rights hereunder, including, but not limited to reasonable attorneys' fees and costs, including the attorneys' fees and costs for appellate proceedings. The Company and all persons now or hereafter becoming obligated or liable for the payment, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Company does not intend or expect to pay, nor does the City intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the City, and any such excess shall be credited by the City to the balance hereof. Each Company, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, releases of security or any indulgence shown to or any dealings between the City and any party now or hereafter obligated hereunder, without notice, and jointly and severally agree that they shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. The Company agrees to pay a late charge equal to ten percent (10.0%) of each payment of principal and or interest which is not paid within five (5) days of the date on which it is due. In the event that any payment is returned on account of insufficient or uncollected funds, the Company shall additionally be liable for a return check charge of five percent (5%) of the N f THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. amount of the check and City may require that all future payments be made by cashier's check. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the highest rate allowable by law commencing on the date immediately following the day upon which the payment was due. Upon the occurrence of any event of default as defined herein or an Event of Default as defined in the Agreement or in any of the other Loan Documents, all sums outstanding under this Promissory Note shall thereon immediately bear interest at the highest rate allowable by law, without notice to the Company or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the City. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. The terms of this Promissory Note may not be changed orally. THE COMPANY OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE. Company: Parrot Jungle and Gardens of Watson Island, Inc., a Florida for-profit corporation M. COMPANY'S ADDRESS: Parrot Jungle and Gardens of Watson Island, Inc. 1111 Parrot Jungle Trail Miami, Florida 33132 Bern Levine, President THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL -- BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. � t STATE OF FLORIDA) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this day of '2009 by , as , of , a Florida for-profit corporation, as the act of the corporation, who is personally known to me or who produced as identification and did/did not take an oath. Signature of Notary Public Name of Notary Public, typed, printed or stamped Notary Public State of Florida at Large Serial number, if any: (Seal) 4 SUBSTITUTED PROMISSORY NOTE Miami, Florida , 2009 F O R AUE RECEIVED the undersigned, Parrot Jungle and Gardens of Watson Island, Inc., a Fl 'da for-profit corporation (hereinafter referred to as the "Company") promises to pay to the order the City of Miami (hereinafter referred to as the "City" or "Lender"), at 444 S.W. 2nd Avenue, Mi i, Florida 33130, or such other location or address as the City may direct from time to time, th principal sum of Eight Hundred Thousand Dollars and 00/100 ($800,000.00), together wi interest thereon at the rate of zero (0%) per annum simple interest upon the principal balance tstanding from time to time, said principal being payable as follows: 47 monthly payments oTTrincj and ending mr, however, that upon the occurre e or in that certain Community D Agreement of even date herewith of such Event of Default beyond amount of the General Funds dis due and payable. ►al in the amount of $16,667, beginning ng and ending , _provided, an Event of Default as provided herein relopment Block Grant Program Loan e "Agreement"), and the continuance th applicable cure period, if any, the cursed, hereunder shall be immediately All capitalized terms not defined herein shalle the meanings provided in the Agreement. At the option of the City, all sums advanced here deto with accrued interest thereon shall become immediately due and payable, without otice or demand, upon the occurrence of any one or more of the following events of default, s 'ect tginterest applicable cure period as provided in the Agreement: (a) the Company's failure to rompay in full any payment due under this Note, the Agreement or any of the Loan onts executed in connection therewith; (b) the Company's failure to pay any insurance prem'hen due; (c) the dissolution, termination of existence, insolvency of, business failure, appoit of a Receiver for any part of the property or assignment for the benefit of creditors by, ocommencement of any proceedings under any bankruptcy or insolvency laws, by or agacompany or guarantor hereof which shall continue beyond any applicable cure peet orth in the Agreement; (d) any breach by the Company of the terms, covenants or cons set orth in the Agreement or any of the Loan Documents executed in connection the, or y other instrument, document or agreement which secures, collateralizes or othepertain to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of annt of Defa t as defined in the Agreement or any of the other Loan Documents. Upon therence of any f the foregoing events, the amount of the CDBG Funds disbursed, together interest accrue SUBSTITUTED at the rate provided above, shall be immediately due and payable. Any property of any company or guarantor hereof now or hereafter in the possession of the C , may at all times be held and treated as collateral and security for the payment of this Promiss Note and all other indebtedness or liability, direct or indirect, joint or several, absolute o contingent, now existing or hereafter created, acquired or contracted, of the Company to the City. e City may apply or set-off any funds or other sums against said liabilities at any time in the c of the Company(s), but only with respect to matured liabilities in the case of guarantors. No delay oro ission on the part of the City in the exercise of any right hereunder shall operate as a waiver of ch right or of any other right under this Promissory Note. A waiver by the City of any right or rem conferred to it hereunder on any one occasion shall not be construed as a bar to, or w er of, any such right and/or remedy as to any future occasion. The Company agrees in the event each and every of the terms and conditions of this Promissory Note or any instrum t which secures or collateralizes the payment of the sums hereunder is not duly performed, c plied with, or abided by, the whole of said indebtedness then outstanding shall thereupon, at th option of the City, become immediately due and payable. If this Promissory Note becomes in fault and is placed in the hands of an attorney for collection, the Company agrees to pay all d singular the costs, charges, and expenses incurred by the City in the enforcement of its rights ereunder, including, but not limited to reasonable attomeys' fees and costs, including the attome 'fees and costs for appellate proceedings. The Company and all persons now orhe after becoming obligated or liable for the payment, do jointly and severally waive demand, otice of non-payment, protest, notice of dishonor and presentment. The Company does not intend or expect to pXndes the City intend or expect to charge, collect or accept, any interest greater than the al rate of interest which may be charged under any applicable law. Should the achereof or any charges made hereunder result in the computation or earning of interest in exces f such legal rate, any and all such excess shall be and the same is hereby waived by the City, any such excess shall be credited by the City to the balance hereof. Each Company, endorser, or any other person, firm or corpora n now or hereafter becoming liable for the payment of the Loan evidenced by this Pr omi on Note, hereby consents to any renewals, extensions, modifications, releases of security \-any ulgence shown to or any dealings between the City and any party now or hereafter obeunder, without notice, and jointly and severally agree that they shall remainreunder, notwithstanding any such renewals, extensions, modifications or indulgenche debt evidenced hereby is fully paid. The Company agrees to pay a late charge equal to ten percent (10.0%) of each pay% of principal and or interest which is not paid within five (5) days of the date on which it is In the event that any payment is returned on account of insufficient or uncollected funds, SUBSTITUTED Company shall additionally be liable for a return check charge of five percent (5%) of the Amount of the check and City may require that all future payments be made by cashier's check. Anypayment of principal and/or interest due under this Promissory Note which is not pro paid on the date such payment becomes due, shall bear interest at the highest rate allowabl by law commencing on the date immediately following the day upon which the payment w due. Upon the occurrence of any event of default as defined herein or an Event of Default as \byaw, the Agreement or in any of the other Loan Documents, all sums outstanding uPromissory Note shall thereon immediately bear interest at the highest rate allowablwithout notice to the Company or any guarantor or endorser of this Promissory Nwithout any affirmative action or declaration on the part of the City. This Promissory X101te shall be construed and enforced according to the laws of the State of Florida, excluding all priciples of choice of laws, conflict of laws or comity. The terms of this Promis'spry Note may not be changed orally. THE COMPANY OF TI S PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIO ALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY L IGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION TH THIS PROMISSORY NOTE OR ANY LOAN DOCUMENT(S) EXECUTED CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HERE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS THER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. S PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY EXTENDING HE LOAN EVIDENCED BY THIS PROMISSORY NOTE. Company: Parrot Jungle and Galkens of Watson Island, Inc. a Florida for-profit corp ation By: Manuel Rodriguez, COMPANY'S ADDRESS: Parrot Jungle and Gardens of Watson Island, Inc. 1111 Parrot Jungle Trail Miami, Florida 33132 SUBSTITUTED ATE OF FLORIDA) OF MIAMI-DADE ) FOREGOING INSTRUMENT was acknowledged before me on this day of 2009 by , as , of , a Florida for -pro t corporation, as the act of the corporation, who is personally known to me or who produced as identification and did/did not take an oath. Signature of Notary Public Name of Notary Public, typed, printed or stamped Notary Public State of Florida at Large Serial number, if any: (Seal) 4