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HomeMy WebLinkAboutCRA-R-21-0036 Secured Promissory Note (OBSOLETE)SECURED PROMISSORY NOTE HOME Loan S812,117.00 Miami, Florida FOR VALUE RECEIVED the undersigned ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida non-profit corporation, whose address is 1324 NW 3rd Avenue, Miami, Florida 33136 ("Maker"), promises to pay to the order of MIAMI-DADE COUNTY, Florida, a political subdivision of the State of Florida, together with any other holder hereof ("Holder"), at 111 N.W. 1st Street, 29'h floor, Miami, Florida 33128, Attention: County Mayor, or such other place as Holder may from time to time designate in writing, the principal sum of EIGHT HUNDRED TWELVE THOUSAND ONE HUNDRED SEVENTEEN AND NO/100 DOLLARS ($812,117.00) (the "Principal"), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note. The Term of this Note is thirty (30) years with a maturity date of August 26, 2046 (the "Maturity Date"). During the two (2) year construction period ending August 26, 2018, there shall be a zero percent (0%) interest rate, and no payments of Principal or Interest shall be due. In years three through thirty (3-30), Interest shall be payable annually on the Loan at the per -annum interest rate of one-half percent (.50%). Commencing on August 26, 2019, and continuing annually thereafter on the 26th day of August of every year, until the Maturity Date, subject to Available Cash Flow (as such term is defined in the Loan Agreement between Maker and Holder, dated as of even date herewith), Maker shall pay annual payments of four thousand sixty-one and 00/100 Dollars ($4,061.00). No Principal payment shall be due until the Maturity Date. Any and all remaining interest and outstanding principal shall be due and payable on the Maturity Date. This Note is secured by a Mortgage and Security Agreement (the "Mortgage") encumbering certain real property located in Miami -Dade County, Florida (the "Premises"), and by a Collateral Assignment of Leases, Rents and Contract Rights. The foregoing and all other agreements, instruments and documents, including the Rental Regulatory Agreement, delivered in connection with each and with this Note are collectively referred to as the "Loan Documents." This Note has been executed and delivered in, and is to be governed by and construed orund under the laws of, the State of Florida, as amended, exceptmodified bY thelaws aregulations of the United States of America. Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. The "Default Interest Rate" and, in the event no specific maximum rate is applicable, the Maximum Rate shall be eighteen percent (18%) per annum. Holder shall have the right to declare the total unpaid balance of this Note to be immediately due and payable in advance of the Maturity Date upon the failure of Maker to pay when due, taking into account applicable grace periods, any payment of Principal or Interest or other amount due under the Loan Documents; or upon the occurrence of an event of default, which is not cured prior to the expiration of any applicable cure periods, pursuant to any other Loan Documents now or hereafter evidencing, securing or guarantying payment of this Note. Exercise of this right shall be without notice to Maker or to any other person liable for payment hereof, notice of such exercise being hereby expressly waived. Any payment under this Note or the Loan Documents not paid when due (at maturity, upon acceleration or otherwise) taking into account applicable grace periods shall bear interest at the Default Interest Rate from the due date until paid. Provided Holder has not accelerated this Note, Maker shall pay Holder a late charge of -five percent (5%) of any required payment which is not received by Holder within ten (10) days of the due date of said payment. The parties agree that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under any Loan Documents. Maker agrees to assign any proceeds to the county from any contract between the county, its agencies or instrumentalities and the Maker or any firm, corporation, partnership or joint venture in which the Maker has a controlling financial interest in order to secure repayment of the loan. "Controlling financial interest" shall mean ownership, directly or indirectly to ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm, partnership or other business entity. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting ," a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon any party in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Documents. The term "other person liable for payment of this Note" shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. This Note is a full recourse Note and Holder shall have all remedies available to it at law and at equity. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by a Promissory Note dated as of November 1, 2005 in the original principal amount of $385,000.00 issued by Maker and payable to Miami -Dade County("Senior Lender"). The Mortgage and other documents securing this Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions as more fully set forth in the Subordination Agreement, if any. The rights and -remedies of the payee and each subsequent holder of this Note under the Mortgage securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment of this Note, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S EXTENDING CREDIT TO A BORROWER AND NO WAIVER OR LIMITATION OF LENDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON LENDER'S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Miami -Dade County, Florida as part of the transaction with Borrower and that, but for Maker's agreement, Miami -Dade County, Florida would not have agreed to lend the Borrower the Principal on the terms and at the Interest Rate. SIGNATURE PAGE TO FOLLOW WHEREFORE, Maker has executed this Note on the /4 day ofYTi,_016. STATE OF FLORIDA ) ss: COUNTY OF DADE By: ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida non-profit orporation Oc- By: Dr. Nelson Adams, Chairperson The foregoing instrument was acknowledged before me this !;/ day of .r ,0/ 016 by Dr. Nelson Adams, as Chairperson of St. John Community Development Corporation, a Florida nonprofit corporation, on behalf of the corporation. Personally Known ry Produced Identification ❑ Type of Identification: Did ❑ Did Not Take an Oath NOTARY STAMP NOTARY PUBLIC, STATE OF FLORIDA AT LARGE . • ,- CHIARA BRANDSTAETTER MY COMMISSION # FF199308 EXPIRES February 12.2019 40/} 398-0153 FloridallotarySeivice.com