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HomeMy WebLinkAboutWyman Fields Foundation Promissory Note PROMISSORY NOTE $909,655.00 November 13, 2000 Winter Springs, Florida FOR VALUE RECEIVED, the undersigned, WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation (hereinafter referred to as "Maker"), promises to pay to the order of THE CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation (hereinafter referred to as "Lender") at its offices at 1126 East State Road 434, Winter Springs, Florida 32708, or such other place as the holder hereof may from time to time designate in writing, the principal sum of NINE HUNDRED NINE THOUSAND SIX HUNDRED FIFTY-FIVE and nollOO DOLLARS ($909,655.00), or so much thereof as may have been disbursed, with interest thereon from the date or dates of disbursement of the aforesaid principal sum as hereafter provided, to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment as follows: Upon the proper execution of this Note by Maker, this Note shall take the place of the Note executed by Maker in favor of Lender dated May 10,2000. Said May 10,2000 Note shall then no longer be in effect, having been substituted by this Note. Construction Loan Period The "Construction Loan Period" has commenced on May 10, 2000 and shall continue until all construction, reconstruction, rehabilitation and improvements financed by this loan as evidenced hereby are completed in accordance with the Construction Loan Agreement, dated May 10,2000 and the First Amendment to Loan Agreement, dated November 13, 2000, (the "Construction Loan Agreement"), which date shall be on or ~efore May 10, 2002 (the "Construction Loan Period Maturity Date"). During the Construction Loan Period, no regularly scheduled payments shall be due and payable, provided, however, that at any time during the Construction Loan Period that the Maker shall sell any of the rehabilitated units, a principal reduction payment shall be due and payable as follows: A. $17,668.30 repayment for each residential unit sold on Rhoden Lane and Kristi Ann Court, which consists of a principal reduction payment of$17, 493.37 and a premium of$174.93. This Note shall mature and the principal sum hereof or so much as may have been advanced together with the accrued and unpaid interest thereon shall become due and payable on the Construction Loan Period Maturity Date, unless the term of this Note is extended as otherwise provided herein. THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID ON THIS NOTE AND THE PROPER STAMPS HAVE BEEN PAID WITH RESPECT TO THE MORTGAGE SECURING SAME. Page I of 4 Initials --W- Notwithstanding anything in this Note to the contrary, provided this Note is not then in default; and provided all construction and improvements financed by the loan as evidenced hereby are completed in accordance with the Construction Loan Agreement on or before the Construction Loan Period Maturity Date; then the Permanent Loan Period (as hereinafter defined) shall commence and the term ofthis Note shall be extended through the Maturity Date (as hereinafter defined) (the "Permanent Loan Period"). Permanent Loan Period Provided this Note is extended as hereinabove set forth, the "Permanent Loan Period" shall commence on the first day after the last day of the Construction Loan Period, and continue until the Maturity Date (as hereinafter defined). During the Permanent Loan Period, Maker promises to pay to Lender the then entire unpaid principal balance hereunder as follows: Commencing on June 10, 2002 and continuing on the lOth day of each succeeding month thereafter until the Maturity Date (as hereinafter defined), monthly payments of principal and interest shall be due and payable. This Note shall mature on May 10, 2007 (the "Maturity Date") and the principal sum hereof or so much as may have been advanced together with accrued and unpaid interest thereon shall become due and payable. Interest will be charged on unpaid principal until the full amount of principal has been paid in full. The initial principal and interest monthly payment due on the Permanent Loan Period shall be calculated by amortizing the outstanding principal balance over a thirty (30) year term at an interest rate equal to three percent (3%) per annum. Interest on this Note shall begin to accrue and be computed from the commencement of the Permanent Loan Period at the rate of three percent (3 %) per annum, on the basis of a 360-day year for the actual number of days outstanding. Payment shall be applied first to accrued and unpaid interest, and the balance, if any, to the principal. Maker may make prepayment(s) of principal hereunder at any time and from time to time without premium or penalty. It is agreed hereby that (a) if any payment of the principal sum, or any installment thereof, or any interest thereon, or any payment of any sum under the Mortgage or the other loan documents is not made as above provided or (b) if default is made in the performance of or compliance with any of the covenants and conditions of the Mortgage, Construction Loan Agreement or the other loan documents or (c) in the event default is made in the performance of or compliance with any of the covenants and conditions of any security agreement now or hereafter in effect securing payment of this Note or (d) if Lender deems itself insecure or (e) upon any default in the payment of any sum due by Maker or any guarantor hereof or any entity affiliated with Maker to Lender under any other promissory note, security instrument or other written obligation of any kind now existing or hereafter created or (f) upon the occurrence of any default in any mortgage inferior or superior to the lien of the Mortgage which shall not be cured within the applicable grace period, if any or (g) upon the Page 2 of 4 Initials ~ insolvency, bankruptcy or dissolution of Maker or any guarantor hereof; then, in any or all such events, the entire amount of principal of this Note with all interest then accrued, shall, at the option of the holder of this Note and without notice (Maker hereby expressly waives notice of such default) become and be immediately due and collectible, time being of the essence of this Note. If this Note shall not be paid at maturity or according to the tenor thereof and strictly as above provided, it may be placed in the hands of an attorney at law for collection, and in that event, each party liable for the payment thereof, as maker, endorser, guarantor, or otherwise, hereby agrees to pay the holder hereof in addition to the sums above stated, costs and reasonable attorneys' fees which shall include costs and attorneys' fees at the trial level and on appeal, together with all costs incurred. After maturity or default, this Note shall bear interest at the highest rate permitted under then applicable law. This Note shall be cross-collateralized and cross-defaulted with any other loans that Maker or any entity affiliated with Maker to Lender under any promissory note, security instrument or other written obligation, of any kind, now existing or hereinafter created. A default in any loan shall constitute a default of all such loans authorizing Lender to declare all or any part of the indebtedness immediately due and payable and the collateral for each separate loan shall serve as collateral for all loans. Notwithstanding whether Lender has exercised its right hereinabove to accelerate payment under this Note as hereinabove provided, in the event any requirement payment on this Note is not received by Lender within ten (10) days after such payment is due, Maker shall pay Lender a late charge of five percent (5%) of the payment not so received, the parties agreeing that such charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. As to this Note and the Mortgage and any other instruments securing the indebtedness, Maker, endorsers and guarantors severally waive all applicable exemption rights, whether under the State Constitution, homestead laws or otherwise, and also severally waive valuation and appraisement, presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note, and expressly agree that the Maturity Date of this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker, endorsers or guarantors. Nothing herein contained, nor in any instrument or transaction related hereto, shall be construed or operate so as to require Maker, or any person liable for the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by Maker, or any parties liable for the payment of the loan made pursuant to this Note, result in the computation or earning ofinterest in excess of the highest rate permissible under applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of such excess which exceeds the principal balance shall be paid by the holder hereof to Maker and any parties liable for the payment of the loan made pursuant to this Note, it being the intent of the parties hereto that under no circumstances shall Maker, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the highest rate permissible under applicable law. Page 3 of 4 Initials ~ ., This Note is to be construed according to the laws of the State of Florida and the United States of America. Maker acknowledges and agrees that to the fullest extent allowed by law, the wages, salary, commission income, and all other disposable earnings of Maker are subject to attachment and/or garnishment to satisfy Maker's obligations hereunder. Notwithstanding the foregoing, in no event shall the amount attached or garnished exceed the amount allowed under the Consumer Credit Protection Act, 15 U.S.C. 1673, et sec. MAKERHEREBYKNOWINGL Y, VOLUNTARILY AND INTENTIONALL YWAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE MORTGAGE AND ANY DOCUMENT EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF OR BY MAKER OR LENDER. IN WITNESS WHEREOF, Maker has caused this Note to be duly executed under seal on the day and year first above written. WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation F:\DOCS\City of Winter Springs\ Wyman Fields\Promissory Note.kj Page 4 of 4 Initials 4 ,. CERTIFIED CORPORATE RESOLUTION FOR BORROWING AUTHORIZATION I, the undersigned, hereby certify to THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, that I am CINDY NORD, Secretary, of WYMAN FIELDS FOUNDATION, INC., a Florida non-profit corporation, a corporation duly organized and existing under the laws of the State of Florida; and in good standing and fully authorized to transact business in the State of Florida; that the following is a true copy of Resolutions duly adopted by the Board of Directors of said Corporation at its meeting duly held on the _ day of November, 2000, at which a quorum was present and acted throughout; and that such Resolutions are in full force and effect, have not been amended or rescinded, and that there is no provision in the Articles of Incorporation, Charter or By-Laws of said Corporation limiting the power of the Board of Directors of said Corporation to pass the following Resolutions, which are in full conformity with the provision of said Articles of Incorporation, Charter and By-Laws: 1. RESOLVED, that the present holder of the following offices and/or positions of this Corporation, to wit: Candace A. Birle, Chief Executive Officer, is hereby authorized, on behalf of, in the name of and for the account of this Corporation, upon such terms and conditions as she deems desirable, to borrow money and obtain or continue credit (without or without security) from THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation (hereinafter termed the "Lender"), in such amounts as she deems desirable, to guarantee the obligations of others to the Lender, to engage in business transactions of all nature and kind and/or to enter into all manner and kinds of contractual relationships with said Lender; and 2. RESOLVED FURTHER, that (without limiting the generality of the above resolutions) the above identified or described officers or representatives of this Corporation are herewith expressly authorized (on behalf of, in the name of and for the account of this Corporation; and on behalf of, in the name of and for the account of subsidiary, parent and affiliated corporations): To pledge, assign, grant a security or other interest in, encumber or mortgage (as security for payment or performance of any existing or hereafter arising or contracted liabilities or obligations of said Corporation and of subsidiary, parent and affiliated corporations to said Lender), and/or to sell, assign or discount (with or without recourse) any acceptances, accounts, chattel paper, checks, drafts, contracts, contract rights, choses in action, general intangibles, instruments, investment securities, land contracts deeds of trust, security deeds, real estate mortgages, security agreement, purchase money security agreements (conditional sale contracts of real and/or personal property leases, real, personal or mixed property of said Corporation, bonds, certificates of deposit, moneys now or hereafter on deposit with said Lender or any other financial institution, or any other property and/or other instruments or evidences of indebtedness payable to, owned or held by this Corporation to said Lender, to execute and/or endorse all of the foregoing documents and any documents as may be necessary or required by said Lender to evidence or consummate any such indebtedness, business transactions and/or contractual relationships; and/or to lease and/or to purchase real, personal and/or mixed property from said Lender; and 3. RESOLVED FURTHER, that the Secretary of this Corporation shall, from time to time hereafter, as changes in the personnel of said offices, positions, officers, representatives and/or ~ employees of this Corporation named or described in the foregoing Resolutions are made, immediately certify such changes to said Lender. Said Lender shall be fully protected in relying upon such certifications of the Secretary and shall be indemnified and save harmless from any claims, demands, expenses, losses and/or damages resulting from, or growing out of, honoring the signature of any officer( s), representative( s), agent( s), or employees so certified, or refusing to honor any signature not so certified which is not described or stated in the foregoing Resolutions; and 4. RESOLVED FURTHER, that the Secretary of this Corporation is authorized and directed to certify to said Lender that the foregoing Resolutions were duly adopted, and that the provisions thereof are in full conformity with the Articles ofIncorporation, Charter and By-Laws of this Corporation; and S. RESOLVED FURTHER, that all transactions by any officers, representatives, employees or agents of this Corporation, on its behalf and in its name with the Lender prior to delivery of a certified copy of the foregoing Resolutions are, in all respect, hereby ratified, confirmed and adopted, nunc pro tunc. I, finally, certify that the following is the person who now holds the offices and/or positions referred to in the first Resolution above and this his/her bonafide signature is set forth below: QA'JJ~~Q Ignature CANDACE A. BIRLE Chief Executive Officer IN WITNESS 1VHEREOF, I have hereunto subscribed my name and affixed the Seal of this Corporation, this fI!'day of November, 2000. , ecretary ELDS FOUNDATION, INC.. F:\DOCS\City of Winter Springs\Wyman Fields\Corporate Resolution Authorizing Borrowing.kj