HomeMy WebLinkAbout2019-205-3334 Partial Release Mortgage Declaration of Restrictive Covenent Promissory Note Guaranty of Payment RESOLUTION NO. 2019-205-3334
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE AND ATTEST THAT
CERTAIN PARTIAL RELEASE OF MORTGAGE, DECLARATION
OF RESTRICTIVE COVENANT, AND PROMISSORY NOTE AND
GUARANTY OF PAYMENT ATTACHED HERETO AS EXHIBITS
'A," "B," AND "C," IN SUBSTANTIAL FORM, RELATED TO THE
JESSIE TRICE COMMUNITY HEALTH CENTER; PROVIDING
FOR INSTRUCTIONS TO THE CITY MANAGER; PROVIDING
FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR
THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City was allocated One Million Nine Hundred Forty Thousand
Three Hundred and Thirty-Seven Dollars ($1,940,337.00) in Neighborhood Stabilization
Program 3 (NSP3) Funds for housing units to be developed in targeted areas, and
WHEREAS, in order to seek leveraging of awarded funds, the City issued a
formal Request for Proposals; as a result, one of the applicants awarded funding was
RUDG-The Commons, LLC, ("The Commons"), and
WHEREAS, the City Council awarded One Million One Hundred and Fifty
Thousand Dollars ($1,150,000.00) to the Commons for the acquisition of land and
construction of 189 units for elderly residents, and
WHEREAS, the City entered into a Developer's Agreement with RUDG — The
Commons on December 19, 2011, for the acquisition of the land on which the multi-
family elderly housing was to be built, and a Mortgage Deed and Restricted Covenant
was recorded on the property to secure the City's investment, and
WHEREAS, an Amended Developer's Agreement and an Amended Mortgage
Deed and Restrictive Covenant were negotiated to replace the previously executed
documents, and approved by the City Council on July 24, 2013 (Res. 2013-178-1974),
and, five (5) subsequent amendments were executed and recorded in the public record
of Miami Dade County related to this property, and
WHEREAS, to assist it in financing the construction of the new health center,
Jessie Trice will be entering into certain New Market Tax Credit ("NMTC") financing, and
at the NMTC closing, Jessie Trice will transfer the Real Property to Jessie Trice
Collaborative, Inc., organized to be a supporting organization to Jessie Trice for the
construction and operation of the new health center, and
WHEREAS, the City Council previously approved the execution of a Partial
Release of Mortgage, Release of the Unity of Title, changed exhibits to the Amendment
to Amended Developers Agreement, Sign Easement Agreement, Sewer Lift Station,
Roadway Easement Agreement, Release of Resolution, and Clarifying Letter to New
Market Tax Credit provider, subject to the review of the City Attorney and City Manager,
and
WHEREAS, one of the documents that will be required for the Jessie Trice
closing will be a Partial Release of Mortgage, and
WHEREAS, in order to satisfy the concerns of the City Attorney and City
Manager and to ensure that Jessie Trice fulfills its obligations of constructing the Center
on the property and keeping it available for twenty (20) years, the City is requiring that a
a Restrictive Covenant running in favor of the City of Miami Gardens be recorded that
will subject the Property to the usage restrictions mentioned above and will prevent
Jessie Trice Hold Co. from mortgaging the Property in favor of anyone else, and
WHEREAS, additionally, a Promissory Note and Guaranty of Payment is
included, which enunciates the responsibility of Jessie Trice to repay the City $450,000
in the event of any default.
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Resolution No. 2019-205-3334
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1 : ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens
hereby authorizes the City Manager and City Clerk to execute and attest that certain
Partial Release of Mortgage, Declaration of Restrictive Covenant, and Promissory Note
and Guaranty of Payment attached hereto as Exhibits "A," "B," and "C," in substantial
form, related to the Jessie Trice Community Health Center.
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately
upon its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON SEPTEMBER 25, 2019.
OLIVER GILBERT, III, MAYOR
ATTEST:
MARIO BATAILLE, CITY CLERK
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Resolution No. 2019-205-3334
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: COUNCILMAN DAVID WILLIAMS, JR.
Moved by: Councilman Williams Jr.
Seconded by Councilman Williams
VOTE: 7-0
Mayor Oliver Gilbert, III X (Yes) (No)
Vice Mayor Rodney Harris X (Yes) (No)
Councilwoman Katrina Wilson X (Yes) (No)
Councilman Erhabor Ighodaro, Ph.D. X (Yes) (No)
Councilwoman Lillie Q. Odom X (Yes) (No)
Councilman Reggie Leon X (Yes) (No)
Councilman David Williams Jr X (Yes) (No)
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Resolution No. 2019-205-3334
Prepared Bv:/Record & Return To:
Michael J. Barker,Esq.
Attorneys' Title Services,LLC
12428 San Jose Blvd.,Suite 1
Jacksonville,FL 32223
PARTIAL RELEASE OF MORTGAGE
KNOWALL PERSONS BY THESEPRESENTS: That the CITY OF MIAMI GARDENS(the
"City"), 1515 N.W. 167 Street, Bldg. 5, Suite 200, Miami Gardens, Florida, 33169, is the owner
and holder of that certain Mortgage Deed and Restrictive Covenant dated December 19, 2011,
recorded in Official Records Book 27938, Page 4353, of the Public Records of Miami-Dade
County, Florida from RUDG-THE COMMONS, LLC, a Florida limited liability company (the
"Owner"), 1000 NW ls` Ave., Suite 100, Miami, FL 33136, given to secure the principal sum of
ONE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($1,150,000.00) secured by an Amended Mortgage Deed and Restrictive Covenant dated July 26,
2013 and recorded in Official Records Book 28827, at Page 2870, as amended by that certain
Bifurcation of Amended :Mortgage Deed and Restrictive Covenant recorded in Official Records
Book 29653, at Page 2888, by that certain Second Amendment to Mortgage Deed and Restrictive
Covenant recorded in Official Records Book 29653, Page 2893,by that certain Third Amendment
to Mortgage Deed and Restrictive Covenant recorded in Official Records Book 29653, Page 2897,
by that Corrective Bifurcation of Amended mortgage Deed and Restrictive Covenant recorded in
Official Records Book 29850, Page 376, and by that certain Corrective Third Amendment to
Mortgage Deed and Restrictive Covenant recorded in Official Records 29850, Page 383, and as
amended in Official Records Book 30813, Page 4894, all of the Public Records of Miami-Dade
County, Florida.
For the value received, the City does hereby release and discharge from the lien of the said
mortgage the following described portion of the mortgaged premises, situated in the County of
Miami-Dade, State of Florida to-wit:
See"Exhibit A" attached hereto and made a part hereof
However, this release shall not impair the lien of the said mortgage as to the lands therein
described not hereby released.
TO HAVE AND TO HOLD, the same with the appurtenances, unto the said Owner,
mortgagor, heirs and assigns forever, freed, exonerated and discharged of and from the lien of said
mortgage, and every part thereof; provided always, nevertheless, that nothing herein contained
shall in anywise impair, alter or diminish the effect, lien or encumbrances of premises,not hereby
released therefrom, or any of the rights and remedies of the holder thereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF,"the undersigned"has signed and sealed these presents the date
set forth above.
Witnessed in the presence of: CITY OF MIAMI GARDENS,FLORIDA
Witness# 1 Sign By:
Cameron Benson
Its: City Manager
Witness# 1 Print Name
Witness#2 Sign
Witness#2 Print Name
STATE OF FLORIDA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 2019 by Cameron Benson, as City Manager of the City of Miami
Gardens, Florida, who (check one) ❑ is personally known to me, or ❑ has produced a valid
driver's license as identification.
Notary Public, State of Florida
My Commission Expires:
Exhibit A
(Legal Description)
"JESSIE TRICE"
A PORTION OF TRACTS 34 AND 35, EVERGLADES SUGAR AND LAND COMPANY'S SUBDIVISION,
OF SECTION 33, TOWNSHIP 51 SOUTH, RANGE 41 EAST, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 2, PAGE 75, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE EAST ONE-QUARTER (E. 1/4) CORNER OF SAID SECTION 33 ALSO BEING
THE NORTHEAST CORNER OF TRACT 33 OF SAID EVERGLADES SUGAR AND LAND COMPANY'S
SUBDIVISION, AS SHOWN ON LAKEWOOD ESTATES, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 75 AT PAGE 84, AND ALSO SHOWN ON 27TH AVENUE RACETRAC,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 160 AT PAGE 34, BOTH OF
THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN S87'49'27'W ALONG THE
NORTH LINE OF THE SOUTHEAST ONE-QUARTER (S.E. 1/4) OF SAID SECTION 33 BEING
COINCIDENT WITH THE NORTH LINE OF SAID TRACT 33 FOR A DISTANCE OF 625.01 FEET;
THENCE RUN S01'47'25"E, ALONG A LINE LYING 625 FEET WEST OF, AS MEASURED AT RIGHT
ANGLES TO, THE EAST LINE OF THE SOUTHEAST ONE-QUARTER (S.E. 1/4) OF SAID SECTION
33, SAID EAST LINE ALSO BEING THE EAST BOUNDARY OF SAID TRACTS 33 AND 34, AS
SHOWN ON SAID 27TH AVENUE RACETRAC, FOR A DISTANCE OF 455.51 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUE S01'47'25"E FOR 511.81 FEET; THENCE S87'51'24"E, ALONG THE
NORTHERLY RIGHT OF WAY LINE OF SNAKE CREEK CANAL (C-9) AS SHOWN ON SOUTH
FLORIDA WATER MANAGEMENT DISTRICT RIGHT OF WAY MAP FOR SNAKE CREEK CANAL (C-9)
AND SNAKE CREEK EXTENSION CANAL, AS RECORDED IN P.B. 124, PG. 90, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND ALSO RECORDED IN MISCELLANEOUS
RIGHT-OF-WAY MAP 12, PG. 28, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA,
FOR 177.27 FEET; THENCE N01'47'25"W, ALONG A LINE BEING PARALLEL TO THE EAST LINE OF
THE SOUTHEAST ONE-QUARTER (S.E. 1/4) OF SAID SECTION 33, FOR 459.10 FEET TO A POINT
OF CURVATURE OF A 5.20 FEET RADIUS CIRCULAR CURVE CONCAVE TO THE SOUTHWEST,
HAVING A CENTRAL ANGLE OF 53'00'43"; THENCE NORTHERLY AND NORTHWESTERLY ALONG
THE ARC OF SAID CIRCULAR CURVE FOR AN ARC DISTANCE OF 4.81 FEET TO A POINT OF
REVERSE CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS
OF 45.00 FEET AND A CENTRAL ANGLE OF 53'00'43"; THENCE NORTHWESTERLY AND
NORTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE FOR AN ARC DISTANCE OF 41.64 FEET
TO A POINT OF TANGENCY; THENCE N01'47'25"W, ALONG A LINE BEING PARALLEL TO THE
EAST LINE OF THE SOUTHEAST ONE-QUARTER (S.E. 1/4) OF SAID SECTION 33. FOR 24.77
FEET; THENCE S88'12'35"W FOR 156.85 FEET TO THE POINT OF BEGINNING.
CONTAINING 90,565 SQ.FT. MORE OR LESS (2.079 ACRES MORE OR LESS).
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EXHIBIT "B"
RETURN TO:
Sonja K. Dickens,Esq.
City Attorney
City of Miami Gardens
18605 NW 27th Avenue
Miami Gardens,FL 33056-3106
Phone:305-622-8055
DECLARATION OF RESTRICTIVE COVENANT USE RESTRICTION
THIS DECLARATION OF RESTRICTIVE COVENANT is made this [I day of
�], 2019 (the "Effective Date"), by Jessie Trice Collaborative Inc., a Florida not for
profit corporation, with a mailing address of 5607 NW 27`h Avenue, Suite 1, Miami, Florida
33142 (hereinafter "Jessie Trice Hold Co") in favor of the City of Miami Gardens, a Florida
municipal corporation (hereinafter referred to as "City").
WHEREAS, the City received certain Neighborhood Stabilization Funds ("NSP3 Funds")
from the U.S. Department of Housing and Urban Development, and awarded a portion of this
funding to RUDG-The Commons, LLC, as a developer (the "Developer") of that certain real
property located at 20612 NW 27th Avenue, Miami Gardens, Florida 33056, as more particularly
described as follows:
A portion of Tracts 34 and 35, Everglades Sugar and Land Company's Subdivision, of Section
33, Township 51 South, Range 41 East, according to the Plat thereof as recorded in Plat Book
2, Page 75, of the Public Records of Miami-Dade County, Florida, being more particularly
described as follows:
Commence at the East One-Quarter corner of said Section 33 also being the Northeast corner
of Tract 33 of said Everglades Sugar and Land Company's Subdivision, as shown on
Lakewood Estates, according to the Plat thereof, as recorded in Plat Book 75 at Page 84, and
also shown on 27th Avenue Racetrac, according to the Plat thereof, as recorded in Plat Book
160 at Page 34, both of the Public Records of Miami-Dade County, Florida; thence run South
87 degrees 49 minutes 27 seconds West along the North line of the Southeast One-Quarter of
said Section 33 being coincident with the North line of said Tract 33 for a distance of 625.01
feet; thence run South 01 degrees 47 minutes 25 seconds East, along a line lying 625 feet
West of, as measured at right angles to, the East line of the Southeast One-Quarter of said
Section 33, said East line also being the East boundary of said Tracts 33 and 34, as shown on
said 27th Avenue Racetrac, for a distance of 455.51 feet to the Point of Beginning; thence
continue South 01 degrees 47 minutes 25 seconds East for 511.81 feet; thence South 87
degrees 51 minutes 24 seconds East, along the Northerly right of way line of snake creek
canal (C-9) as shown on South Florida water management district right of way Map for snake
creek canal (C-9) and snake creek extension canal, as recorded in Plat Book 124, Page 90, of
the Public Records of Miami-Dade County, Florida, and also recorded in miscellaneous right-
of-way Map 12, Page 28, of the Public Records of Broward County, Florida, for 177.27 feet;
thence North 01 degrees 47 minutes 25 seconds West, along a line being parallel to the East
line of the Southeast One-Quarter of said Section 33, for 459.10 feet to a Point of Curvature of
a 5.20 feet Radius circular curve concave to the Southwest, having a central angle of 53
degrees 00 minutes 43 seconds; thence Northerly and Northwesterly along the arc of said
circular curve for an arc distance of 4.81 feet to a Point of reverse curvature, of a circular
curve concave to the Northeast, having a Radius of 45.00 feet and a central angle of 53
degrees 00 minutes 43 seconds; thence Northwesterly and Northerly along the arc of said
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circular curve for an arc distance of 41.64 feet to a Point of Tangency; thence North 01
degrees 47 minutes 25 seconds West, along a line being parallel to the East line of the
Southeast One-Quarter of said Section 33, for 24.77 feet; thence South 88 degrees 12
minutes 35 seconds West for 156.85 feet to the Point of Beginning.
(hereinafter, the"Property_");
WHEREAS, the award of the portion of funding to the Developer was subject to certain
restrictions on the Property, including but not limited to certain usage restrictions;
WHEREAS, on or about the Effective Date, Jessie Trice Community Health System, Inc.,
a Florida not for profit corporation ("Jessie Trice Parent'), is purchasing the Property from
Developer subject to the usage restrictions;
WHEREAS, on or about the Effective Date, with the consent of the City, Jessie Trice
Parent is transferring the Property to Jessie Trice Hold Co subject to the usage restrictions;
WHEREAS, as condition to the consent of the City to the transfer of the Property to Jessie
Trice Hold Co and the use of the Property by Jessie Trice Hold Co, the Property must be used to
provide comprehensive health care services (including medical, dental and behavioral health
services) for children, youth and adults in the City and surrounding areas, including those who are
uninsured and under-insured, for a period of not less than twenty(20)years;
WHEREAS, City, Jessie Trice Parent, and Jessie Trice Hold Co wish to ensure that the
Property continues to be used to provide comprehensive health care services (including medical,
dental and behavioral health services) for children, youth and adults in the City and surrounding
areas, including those who are uninsured and under-insured, for a period of not less than twenty
(20) years, regardless of the transfer of the Property from Jessie Trice Parent to Jessie Trice Hold
Co or any subsequent changes in ownership of the Property;
NOW, THEREFORE, Jessie Trice Hold Co declares that said Property shall be held,
transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenant
hereinafter set forth expressly and exclusively for the use and benefit of said Property and of
each and every person or entity who now or in the future owns any portion of the Property for the
duration of the covenant set forth herein.
1. RESTRICTION OF USE. The Property shall be used to provide comprehensive
health care services (including medical, dental and behavioral health services) for children, youth
and adults in the City and surrounding areas, including those who are uninsured and under-insured
(collectively, the "Services") through the construction and development of a health care facility
(the"Facility") for not less than the twenty(20) year period described in Section 3 below.
2. NEGATIVE PLEDGE. Jessie Trice Hold Co shall not sell, transfer, dispose,
mortgage, hypothecate, or otherwise encumber (each, a "Transfer") the Property except with the
prior written consent of the City, not to be unreasonably withheld (provided that Jessie Trice Hold
Co may file additional negative pledge agreements affirming its agreement not to sell, transfer,
dispose, mortgage, hypothecate, or otherwise encumber the Property), but Jessie Trice Hold Co
may Transfer the Property without the prior written consent of the City if Jessie Trice Hold Co or
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Jessie Trice Parent repays NSP3 Funds in an amount equal to $450,000 to the City no later than
the date of such Transfer, including, without limitation, from the proceeds of a Transfer.
3. BINDING NATURE OF COVENANTS. This covenant is to run with the land
for twenty(20) years which time period will begin after the Facility has been completed and the
use of the Facility to provide the Services commences. This covenant shall be binding on all
parties and all persons claiming under them. Notwithstanding the foregoing, this covenant shall
terminate upon repayment of NSP3 Funds in an amount equal to $450,000 to the City by Jessie
Trice Hold Co or Jessie Trice Parent, and upon such termination the City shall deliver a release of
this Declaration of Restrictive Covenant Use Restriction in recordable form acceptable to Jessie
Trice Hold Co.
4. ENFORCEMENT OF DECLARATION OF RESTRICTIVE COVENANT.
Enforcement of the foregoing restrictive covenant shall be by proceedings at law or in equity
against any person or persons violating or attempting to violate such covenant to restrain
violation. Such action may be brought by the City.
5. ATTORNEYS' FEES. Any person who successfully brings an action for
enforcement of this Declaration shall be entitled to recover attorneys' fees and costs for such
action, including any successful appellate proceedings, from the then owner of the affected
portion or portions of the Property.
IN WITNESS WHEREOF, Jessie Trice Collaborative Inc. has executed this
Declaration of Restrictive Covenant, the day and year first above written.
Pagel
Signed, sealed and delivered
in the presence of two witnesses: Print Name:
Print e:
Jessie Trice Collaborative Inc.,a Florida not-for- profit corporation
By:
Name:
Title:
Date:
CORPORATE ACKNOWLEDGMENT
STATE OF FLORIDA
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COUNTY OF MIAMI-DADE
PERSONALLY APPEARED before me, the undersigned authority, as
, of Jessie Trice Collaborative Inc., a Florida not-for-profit corporation. He/she
[� is personally known to me or [I has produced as identification.
WITNESS my hand and official seal this day of 92019.
Notary:
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EXHIBIT"C"
CITY OF MIAMI GARDENS
PROMISSORY NOTE AND GUARANTY OF PAYMENT
Miami Gardens, Florida $450,000.00
For value received, the undersigned promises to pay the City of Miami Gardens,
a Florida municipal corporation (the "City"), the principal sum of Four Hundred Fifty
Thousand Dollars ($450,000.00). Said principal shall be payable at City of Miami Gardens,
18605 NW 27th Avenue, Miami Gardens, Florida 33056, or at such other place as the holder
hereof may designate in writing, in one (1) principal installment of Four Hundred Fifty
Thousand Dollars ($450,000.00) due on October [_], 2039; however, if is not in default
under the terms of this City of Miami Gardens Promissory Note (the "Note") or under any of
the other Loan Documents, as hereafter defined, then in that event, but only in that event, the
debt evidenced by this Note shall be forgiven in its entirety.
Notwithstanding the above, at the option of the holder hereof, this Note shall become
immediately due and payable if(i) Borrower fails to construct a health care facility on certain
real property located at 20612 NW 27th Avenue, Miami Gardens, Florida 33056 (the
"Property") that will provide comprehensive health care services (including medical, dental
and behavioral health services) for children, youth and adults in the City and surrounding
areas, including those who are uninsured and under-insured (the "Facility"), (ii) any default
occurs under this Note and such default is not cured within the applicable cure period set forth
herein, (iii) Borrower voluntarily files for bankruptcy, reorganization or any insolvency
proceedings, or if a receiver is appointed for the Property, or if the Property becomes subject
to the jurisdiction of the Bankruptcy Court or if there is an attachment, execution or other
judicial seizure of Borrower's assets; (iv) if Borrower sells or transfers the Property(except as
otherwise provided herein), or(v) a default occurs under the Restrictive Covenant (as defined
below).
Notwithstanding the foregoing, the City hereby agrees to permit the Borrower to transfer
title of the Property to Jessie Trice Collaborative Inc., a Florida not for profit corporation, a
newly formed nonprofit affiliate of the Borrower, which will be structured as a supporting
nonprofit corporation to the Borrower ("Jessie Trice Hold Co"). In consideration of the City's
consent to the transfer of the Property, the Borrower shall comply with the following
requirements prior to closing: (a) the Borrower shall provide the City a restrictive covenant
(the "Restrictive Covenant') recorded by Jessie Trice Hold Co against the Property that
restricts use of the Property to the provision of comprehensive health care services (including
medical, dental and behavioral health services) for children, youth and adults in the City and
surrounding areas, including those who are uninsured and under-insured, during the term of
the Restrictive Covenant.
If any default under this Note remains uncured for thirty (30) calendar days or more
following the holder sending written notice to Borrower of such default, the outstanding
principal balance of this Note shall bear interest during the period in which the undersigned is
in default at a rate of ten percent (10%) per annum, or, if such increased rate of interest may
not be collected from the undersigned under applicable law, then at the maximum increased
rate of interest, if any, which may be collected from the undersigned under applicable law.
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Unless forgiven, in writing, by the holder hereof, unpaid, accrued default interest shall be
added to the then outstanding principal indebtedness.
From time to time, without affecting the obligation of the undersigned or the
successors or assigns of the undersigned to pay the outstanding principal balance of this Note
and observe the covenants of the undersigned contained herein, without affecting the guaranty
of any person, corporation, partnership or other entity for payment of the outstanding principal
balance of this Note, without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on the part of the
holder hereof, the holder hereof may, at the option of the holder hereof, extend the time for
payment of said outstanding principal balance or any part thereof, reduce the payments thereon,
release anyone liable on any of said outstanding principal balance, accept a renewal of this
Note, modify the terms and time of payment of said outstanding principal balance,join in any
extension or subordination agreement, release any security hereof, take or release other or
additional security, and agree in writing with the undersigned to modify the rate of interest or
period of amortization of this Note or change the amount of the monthly installments payable
hereunder.
The maker of this Note hereby waives demand, presentment, notice of dishonor and
protest. This Note shall be the joint and several obligation of all makers, sureties, guarantors
and endorsers and shall be binding upon them and their successors and assigns.
The debt evidenced by this Note is related to the Restrictive Covenant of even date
herewith.
The undersigned represents that the loan evidenced by this Note is being made solely
for business, commercial or investment purposes.
The validity of this Note, Restrictive Covenant and any related documentation
(collectively, the "Loan Documents"), each of their terms and provisions and the rights and
obligations of the undersigned under this Note, shall be governed by, interpreted, construed and
enforced pursuant to and in accordance with the laws of the State of Florida. The undersigned
agrees that any controversy arising under or in relation to this Note, the Restrictive Covenant or
any other Loan Documents shall be litigated exclusively in the State of Florida. The state and
federal courts and authorities with jurisdiction in the State of Florida shall have exclusive
jurisdiction over all controversies which may arise under or in relation to this Note, including
without limitation those controversies relating to the execution, interpretation, breach,
enforcement or compliance with this Note, the Restrictive Covenant or any other issue arising
under, related to or in connection with any of the Loan Documents. The undersigned
irrevocably consents to service,jurisdiction, and venue of such courts for any litigation arising
from this Note or any of the other Loan Documents, and waives any other venue to which it
might be entitled by virtue of domicile, habitual residence or otherwise.
The provisions of this Note and all other Loan Documents shall be binding on the
successors and assigns, including,but not limited to, any receiver, trustee, representative or
other person appointed under foreign or domestic bankruptcy, receivership or similar
proceedings of the undersigned and any person having an interest in the undersigned.
By signing below,the undersigned accepts and agrees to the covenants and
agreements contained in this Note.
Jessie Trice Community Health System, Inc., a
Florida not for profit corporation
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By:
Name:
Title:
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