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HomeMy WebLinkAboutexhibitPROMISSORY NOTE $ 67, 139.50 Miami, Florida February 11, 2005 FOR VALUE RECEIVED the undersigned, HAITIAN AMERICAN FOUNDATION, INC., a Florida non-profit corporation, (hereinafter referred to as the "Maker") promises to pay to the order of the CITY OF MIAMI (hereinafter referred to as "Holder"), at 444 SW 2nd AVENUE, Miami, Florida 33130, or such other location or address as the Holder may direct from time to time, the principal sum of SIXTY SEVEN THOUSAND ONE HUNDRED THIRTY-NINE and 50/100 ($67,139.50) to be paid without interest, in lawful money of the United States of America, in accordance with the following terms: The outstanding principal balance shall become due and payable in full ninety (90) days from the date of this note. Until such time as the mandatory principal payment is required to be made, Maker shall not be obligated to make any payments of principal and no interest shall accrue. At the option of the Holder, all sums advanced hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following events of default: (a) Maker's failure to notify the Holder thirty days prior to any change in ownership or transfer of major assets; (b) Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a Receiver for any part of the Maker's property or assignment for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against Maker which shall continue for more than sixty days; (d) any breach by the Maker of the terms, covenants or conditions set forth in any instrument, document or agreement which pertains to the debt evidenced by this Promissory Note. Upon the occurrence of any of the foregoing events, the amount of the funds owed, shall be immediately due and payable. Any deposits credited by the Holder or other property of any Maker or guarantor hereof now or hereafter in the possession of the Holder, 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 C; a --*ecoc»vikq existing or hereafter created, acquired or contracted, of the Maker to the Holder. No delay or omission on the part of the Holder 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 Holder 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 Maker 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 are not duly performed, complied with, or abided by, the whole of said indebtedness then outstanding shall thereupon, at the option of the Holder, become immediately due and payable. if this Promissory Note becomes in default and is placed in the hands of an attorney for collection, the Maker agrees to pay all and singular the costs, charges, and expenses incurred by the Holder 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 Maker 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 Maker does not intend or expect to pay, nor does the Holder 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 Holder, and any such excess shall be credited by the Holder to the balance hereof. Each Maker, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the debt evidenced by this Promissory Note, hereby consents to any renewals, extensions, modifications, release of security or any indulgence shown to or any dealings between the Holder 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. Any payment 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 all sums outstanding under this Promissory Note shall thereon immediately bear interest at the highest rate allowable by law, without notice to the Maker or any guarantor or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Holder. Page 2 of 3 This Promissory Note shall be construed and enforced according to the Iaws 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 MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT WHICH HE, SHE OR IT MAY HAVE 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 DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER EXTENDING THE DEBT EVIDENCED BY THIS PROMISSORY NOTE. ATTEST: MAKER: Haitian American FOUNDATION, Inc., a Florida non-profit corporation By: Print Name: Ringo Cayard Title: Executive Director Page 3 of 3