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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. 2 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 3 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) 4 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). 11/20/2019 City of Miami Gardens-Document Detail 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 httns-//minminnrrienc rivirwah not/filanrnhtnnimant/5195 1/4 11/20/2019 City of Miami Gardens-Document Detail 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 https:Hmiamigardens.civicweb.net/filepro/document/5195 2/4 11/20/2019 City of Miami Gardens-Document Detail 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 hftnsJ/miamiaardens_civicweb.net/fileoro/documenU5195 3/4 11/20/2019 City of Miami Gardens-Document Detail 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: https://miamigardens.civicweb.nettfilepro/documentt5l95 4/4 11/20/2019 City of Miami Gardens-Document Detail 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. httDS://miamiqardens.civicweb.net/filepro/document/51 94 1/3 11/20/2019 City of Miami Gardens-Document Detail 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 https://miamigardens.civicweb.nettfilepro/document/5194 2/3 11/20/2019 City of Miami Gardens-Document Detail By: Name: Title: httns-//miamioardens.civicweb.net/fileoro/document/5194 3/3