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Mortgage and Security Agreementaoo ~ - ~ ~ ~'sa I111111IIIIIIIIiIIIIIIIIIIIIIIIIIIIIIIIililll GR i;k 2bS?Y Pas 02E(~ - 29?i fl3ogsY RECORGEG 04J23r?t)OE 1.t aE:54 MTG GOti TAX f.Ir?ii(i,gf) HARVF.'f Rt1VIHr CLEfiY GF r.04iHT' MIAflI-GAGE COUHTYr fIORTGA This htstnnnent 1~'as Prepared By, Record and Return ut: i Raul .I. Aquila, Lsq. Uftice of the City Attorney City of ~9iami Reach l?00 Convention Center llrive Mliarni Beach, Florida 331 ;') >\tORTCAGF..4Nll SL•'C'URI'IT AGREF.~1F,NT .q, '1'IiIS ' UR1'GAGF. AND SF.CiJRITV ;iG12EEl<ILN'1' (the "Mortgage'") executed this 'day of , 2003, by ~'IBCllC: VILLA D1ARIA, LLC, a Florida limited liability compan,~ corporation (the "Mo[-tgagar"), whose addross is 945 Pennsylvania .avenue, Miami Beach, FL 33139, and the Cl'1'Y OP ~'lIA-~11 BEACH, a Florida municipal corporation (the "~lortgagcc'") (which tens as used in every instance shall include the ~lorteagec's successors and assigns), whose address is ]?UU Convcution Center Dm e, Miami Beach, Florida 33139, Attention: City Manager. FYI"1'NESSETH: 'That for valuable consideration, mui also in consideration ol~ the aggregate sum of money described in that certain Promissory 1;'ote (the "Kote'") of even date heretmith, executed by Mortgagor in lavor of Mortgagee in the original principal amount of $3,200,000 (the "Principal Amount"), the \krrtgagor does grant, bargain, sell, alien, remise, release, convoy and confirm unto the Mortgagee, in fee simple a lieu upon and security interest in drat certain parcel of real property located in il4iami-Dade County, Florida, which is described iu Exhibit ":1" attached hereto and made a part hereof. llereinalter said real estate, huildutgs, improvcn[cnts (including improvements to he made hereafter), fixtures herein below described and located on said real estate are sometimes coliectivch° rclcrrcd to as the "Premises". TU HAS F. AND TO I IOLll the Premises and all parts, rights, tttentbers and appurtenances thereof, to the use, benefit and behalf of the ~ktrtgagee, its successors and assigns iu Yee simple forever, and the ~Iorteagor covenants that the ~~lortgagor is lawfully seized and possessed of the Premises i[t fee siluple and has good right [o convey the same, and that the Mortgagor will warrant and dcfcud dte title thereto against the claims of all persons ~.•homsocvcr, except as hereinafter expressly provided. PROVIDi•:D ;V,~VAYS that if the ivlortgagor shall pay unto the IVlortgagcc all sums rcgt[irod under the temts of the Note, and shall comply with and abide by each and e~°cry one of the stipulations, agreements, conditions and covenants coutaincd herein (as such terns is detined below), then in such event this Mortgage and the estate hereby created shall cease and he null and void. n0'1'L 'CO RF.CORDF.R: Intangible tax is not reyuirad in connection with this Atm7gage pursuant to Florida Statute Section 199.1&?(t). ~3 The \lorlgagor covenants with the (v1ortga~e;c as Ibllotvs: ~. Payment of Indebtedness. 'fhe \lortgagor trill pay the Note according to the tenor thereof and all other sums secured hereby promptly as the same shall become due. R. Tines- Liens and Other Characs- (a) In the event of the passage of any state, federal, municipal or other govenmtental late, order. rule or regulation, subsequent to the date hcrcol; in any mamtcr chancing or modifjittg the laws now in Ibrce governing the taxation of debts secured by mongages or the manner of collecting taxes so as to affect adversely the Mortgagee, the Rortgagor twill promptly pay any such tax; if the 1.4ortgagor toils to make such prompt payment or if any such state, federal, municipal or other governmental late, order, rule or regulation prohibits the Dortgagor from making such payment or would penalire the 1vlortgagee li-um nt,tking such payment or would penalize the \9ortgagee if the Mortgagor makes such payment, then the entire balvtce of the principal sum secured by this \~fortgage and all interest accrued thereat shall, without notice, immediately become due and payable at the option of the lvlortgagcc. (b) 7'he Mortgagor will pay, before the same bccontc dcliuqucnt; all taxes, liens, assessments and charges of every character already levied or assessed or that Wray hereafter be levied or assessed upon or against the Premises and all utility charges, tahcthcr public or priratc; and upon demand twill ftu•nish the Mortgagee rccciptcd bills evidencing such payment. (c) fhe Jortgagor twill not suffer any ntcchartic's, materiahncu's, laborer`s, statutory or other lien which might or could be prior to or equal to the security interest and mortgage liens of this A~fortgage to be created or to remain outstanding upon any part of the Premises. C. Intentionall y Dclcted. D. Insurance. 77te Mortgagor twill keep all buildines and improvements nary or hereafter on the Premises insured against loss or d<vnage by fire, extended coverage and other perils. and agrees to deliver said policy or policies to the Nlotlgagec when issued ttith [hc receipts liar the payment of the premitnn therefor; and in the event any sum of money becomes payable under such policy or politics, the \~]ortgagec shall permit the ~krrtgagor to receive and ttse it, ur any part thereof, lix repair ar restoration of the Premises. subject to terms reasonably acceptable to \gortgagee; trithout thereby waiving or impairing any equity, lien or right under or by rirme of this Mortgage; and the Mortgagee if it deems necessary may place and pay for such insurance, or any part thereof, without losing, waivinc or affecting Mortgagee`s option la t<rreclose for breach of this covenant; or any part thereof ur any right or option under this Mortgage. artd every such payntcatt shall bear interest fiom date thereof uutIl paid at the default interest rate, and all such payments with interest as aforesaid shall be secured by the lien hereof. )n the event any loss or damage is suY'fered lvlortgagor shall notify Mortgagee of such loss or dvuage within seven (7) days after the happening thereof; the failure to give such notice shall constitute. a default tmd the Mortgagee shall have the rights herein given fitr al] dcl~tuhs. F.. Care of Premises. (a) 'fhc Mortgagor twill keep the improvements now or hercafrer crcctcd on the Premises in good condition and repair; will not conunit or sutler any waste and will not do or suffer to he done amthine which will increase the risk of lire or other hazard to the Premises or any part. thereof. (b) The Mortgagor will not remove or demolish nor alter the design or stntchtral character of any building (note or hereafter crcctcd), fixture or chattel which arc part of the security or other part of the Prcauiscs without the prior tvrilten consent of the N[ortgagcc. (c) if the Yrcmiscs or any p<vt thereof is damaged by fire or any other cause, the (•9ortgagor will give written notice of the same to the )\lortgagec. (d) fhe illortgagcc or its representative is hereby authorized to enter upon and inspect the Premises at any time during normal business hours. (e) '['he Mongagor will promptly comply with all present attd future laws, ordinances, rules and regulations of any governmental authority al'leeting the Premises or any part. thereof. (f) if all or any part of the Premises shall he damaged by lire or other casualty, the Mortgagor will, upon request of the Rortgagee, promptly restore the Yretnises to the equivalent of its condition utmtediately prior to such damage, and if a part of the Yrcmiscs shall be damaccd tluough condcnutation, the 1ltortgagor will, upon request of t`Iortgagce, promptly restore, ropair or ahcr the remaining part of the Premises in a manner reasonably satislactory to the Ahrrtgagee. F. Further Assurances; tttodilications. At any time, and 1i•om time. to lime; upon the reasonable request by the 1ltortgagee, the ~turtgagor will make, execute and deliver or cause to be made, executed and delivered, to the Mortgagee, any and all other further ittstrumcnts, certificates and other documents as may, in the opinion of the ~9ot•tgagec, be necessary or desirable in order to cffechtatc, canplcte, or perfect or to continue and preserve (i) the obligations of the Ivtot•tgagor under the Noic, (ii) the security intcrest of ibis Tv4ortgage. and (iii) the mortgage lien hereunder. G. Expenses. '17te Ivlortgaeor twill pay or reimburse the Mortgagee for all reasonable attorney's fees, costs and expenses, of any action. legal proceeding or dispute of any kind in which the hlorlgagcc is victorious, a$ccting the indebtedness secured hereby. this Mortgage or rite intcrest created herein, or the Premises, including but not limited to the foreclosure of this ~iongage, an}• condenmation action involo•ing the Premises or any action to protect the security hereof; and any such amounts paid by the Mortgagee shall be secured by this Zvlortgagc. (a) Lstonpcl :lffidavits. The Ddot•tgagor, upon ten (10) days prior written notice, shall I•urnish the Mortgagee wish a +vrillen statement, duly aclcno+vledged, setting forth the unpaid principal of, and interest on, the indebtedness secured hereby and whether or not any off-sets or defenses exist against such principal and interest. 1'hc l~fortgagec shall provide a sitnilar estoppel affidavit to ~dortgagor, upon ten (l0) days prior written notice to Iviorigagcc. H. Performance by ~lortcaeec of llefaults try \lortcagor. If the Mortgagor shall default in the payment of any tax, lien, assessment or charge levied or assessed against the Premises; in the payment of any utility charge, ~+helher public or private; in the payment of any insurance premium: in the procurement of insurance coverage and the delivery of the insurance policies required hereunder; in the performance of any covenant, temt or condition of arty leases affecting all or any patt of the Premises; or in the perfonuancc or obset•vance of any covenvtt, condition or term of this J4ortgage; then the \lortgagec, at its option, may pcrfi~rrn or observe the same, and al] payrncnts made or costs incurred by the )\iortgagee in connection lhere+vilh, shall be secured hereby and shall be, +a•ilhoul demand, immediately repaid by the ~forlgagor to the Ivtortgagee. The J~tortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or lemt, ++-ilhoul thereby becoming liable to the Aktrtgagor or any other person in possession holding under the Tttortgagor. 1. Restrictive Covenants. Mortgagor shall be subject to the k~Ilowing recapture provisions, covenants and restrictions: (a) [f, during the ,4fli~rdability Period (as said term is hereaflcr deiincd), the Premises are sold, transferred or refinanced other than in the manner stipulated in subsection (c), the iv4origagor shall return to the hktrtgagee, the Principal ,Amount applied toward this u<ntsaction, at the time of any sale, u-ansfer or refinance of the Premises. If the net proceeds from such sale are less than the Principal Amount, the \iortgagcc shall recapture the entire balance of +vhatevcr net proceeds arc available (utter deducting the Mortgagors down payment and contribution, including closing costs) Ibr use in other eligible H01+iR Im~estment Partnership Proeram activities as authorized under 24 CPR Part 92. (h) The Principal Amount shall be payable at the time and in the mamter stipulated in subsection (a) above; and with the exception of any senior mortgages on the Premises, shall remain a Lien superior in dignity to all other liens, titles, claims. mortgages, attdror other encumbrances, until paid. (c) It is acl:no+vledged by the parties hereto that the Mortgagor must use the Premises as an aiiurdablc rental properly for a fifty (~0) year period liom tha date of issuance of ilte final certificate of completion (the ".Affordability Period") and the rents charged and the tenants dtereuf must yualil'y under the rules and regulations promulgated by the lhtited States Depatltttcnt of llousine and l:rban Dcvelopmcnt at C1 R Part 92 as same may be amended from time w time. If. during the Affordability Period, the Premises are no longer used as an affordable rental property by the Dlottgagor, the Principal :lmotutt shall be due within thin} (3(1) days of such change of use. The ~~krrtgagor must nobly the Mortgagee of any change in use. .411er the expiration of the i'.ffordability Period, this Restrictive Covenant shall lapse and be of no ftrther force and effect. (d) Nohvithstanding the restrictions contained in Paragraph I(a) above, Mortgagor shall be allowed to refutance the Premises without being subject to the provisions set fo-~h therein so latg as the amount of the refinancing dots not exceed the then outstanding balance of any senior mortgages. In order to fitrther ensure the enforcement of subsection (c) above, any and all successors, heirs and assigns herein must obtain the prior written consent of the City Mattagcr prior to the resale of the Premises which consent shall not be unreasonably withheld. "I'hc Niortgagce reserves the right to review compliance with all af[irrdability requirements, as described above. Notwithstanding anything to the contrary contained herein, in the event of a firreclosure and resale of the Premises or a deed in lieu of foreclosure, this Restrictive Covenant shall lapse and be of no further force and effect. The foregoing covenants and restrictions shall be considered and construed us covenants and restrictions recorded against the Premises, and the same shall bind all persons claiming ownership of all or arty portion of the Premises. The Mortgagor hereby acknowledges and agrees that the ivlortgagec is a beneficiary of this Restrictive Covenant and the Iv'lortgaeo-• shall nut release or amend this Kestrictivc ~.O\'enanl without the prior written consent of the Mortgagee. Im alidatiun of any of these covenants by a Court of competent jurisdiction shall in no way affect anv of the other covenants which shall amain in full force and cllect. J. Condemnation. If all or any material part of the Premises shall be damaged or taken through condemnation (which terns when used in this \~lortgage shall include any damage or taking by any govemtnenlal authority, and uny transler by pm ate sale in lieu thereol), either tentporat•ily or permanently, the entire indebtedness secured hereby shall at the option of the Mortgagee, become itntnediately due and payable. The ~dortgagee shall be entitled to all contpcnsation awards, attd other payments or relief therefor and is hereby authorised, at its option; to connncncc, appear in and prosecute, in its own or the tvtortgagors name, any action or pnrceeding relating to any eondenmation, and to settle or compromise any claim in connection therevrilh. :111 such compensation, awards; damages, claims, rights of action and proceeds and the right thereto arc hereby assigned by the Mortgagor to dte Adurtgagee; vvho, alter deducting therefrom all its expenses, including attorney's fees, may release any monoys so received by it to \Aortgagor without affecting the lien of this 1•tortgage or may apply the same to the reduction of the sums secured hereby, and to any prepayment charge herein provided, and any balance of such mateys then remaining shall he paid to the 1•Tortgagor. The 1~lurtgagor agrees to execute suds further assignments ol'any compensations, awards. daruagcs, claims, rights of action and proceeds ass the Alortgagcc may reasonably require. Notwithsfanding the foregoing, 141ortgagcc shall allow any proceeds or other sums payable from a condemnation proceeding to be applied for restoration of the Premises, subject to such tcnns and conditions as are reasonahly satislaclory to Mortgagee. K. Harzirdous Waste Sloraec. The t`lorlgagor covenants faith the Mortgagee that the Premises have not been used and will not he used in whale ur in patrt lift the storage of hazardous av;tste other than in accordance with all applicable governmental requirements. ;1. Ucfauh. ;~ default shall have occurred hereunder i£ (a) The J9ortcagor shall fail to pay in full within fifteen (15) days from avhen due any installment of principal, interest, or late charges required by the i;otc, this ~ktrtgage and atheraaise; or (h) The Mortgagor shall fail to duly obscra•c on time any other covenant, condition or agreement of this 1vk>rtgage ur of any other instrument evidencing. securing or executed in connection with the indebtedness secured hereby, (herein this Itlortgage, Note and said other instruments are sometimes collectively called the "Lout Documents") and such failure remains uncured for a period of thu•ty (3Q) days after notice thereof shall have been riven by the D4oRgagee to the lvlortgagor (or for an extended period approved by Mortgagee if such default stated in such notice can he corrected, but not aaithin such thirty (3{)) day period, and if the '~4ortgagor commences such correction aaithin such thirty (30) day period and thereafter diligently pursues the same w completion avilhin such extended period); or (c) Any tvan'anlies or represenlalions made or agreed to be made in any of the Documents executed in connection avith the Note shall he breached by the '~dortgagor or shall prove to be false or misleading in any material respect; or (d) :1ny lien for labor or material or otherwise shall he Tiled against the Ptranises, and such lien is not canceled, removed, transferred, or bonded off aaithin thirty (30) days; or (c) A levy shall be made under anp• process cm, or a receiver be appointed lift, the Premises or anp other propet•ty of the Mortgagor; or (f) The Mortgagor shall file a voluntary petition in bankruptcy, or any other petition or answer seeking ur acquiescing in anp rutrganirzttion, arrangement, composition, readjustment. liyuidalion or similar relief' tin- the Aortgagor under any pt•esent or future federal, state or other statute; law or regulation relating to bankruptcy, insolvency ar other relief for debtor; or (g) The Mortgagor shall sock or consent to or acquiesce in the appoinunent of any trustee. receiver or liquidatot• of the Mortgagor or of all or any part of the Premises or of any or all of the rents, revenues, issues, carnutgs, profits ar income thereof; or (h) 'fhe Mortgagor shall ntakc any general assignment fir the hcncfit ul creditors: ur (i) In any legal proceeding the Nlortgagor shall be adjudged to be insolvent or unable to pay the Mortgagor's debts as they become due; ur (j) •fhc Mortgagor shall do, or shall omit to do, any act, or arty wont shall occur, as a result of which any obligation of the Mortgagor, not arising hereunder, may be declared immediately due and payable by the holder thereof; or (k) Faihtrc by Nlortgagor to comply with the Kcstrictive Covenants set forth in Secliun 1 herein: or (l) An Hvcnt of Default occurs under the terms of rite documents executed in connection with the Vote. R. .Acceleration of Nlautrity. If a default shall have occurred hereunder. then the rnholc unpaid principal sum of the indebtedness secured hereby with interest accrued thereon shall, at the option of the Mortgagee, become due and payable without notice or demand, lime being of the essence of this Nlorlgage and of the Note secured hereby; and no omission at the part of the il7ortgagee to exercise such option v<fien entitled so to do shall be considered as a waiver of such Licht. C. Right of Lender to Enter and Take Possession. (a) If any Delaull shall hove occurred and he continuing beyond any applicable grace period, the Mortgagor, upon demand of the Mortgagee, shall forthwith surrender to the Nlortcagce the actttal possession of the Yremiscs and if, and to the extent pcnnittcd by lave, the Nlortaagcc may enter <•ntd t•tke possession of the Premises and may exclude the Nlortgagor and the Mortgagors agents and employees wholly thereln>m. (b) For the purpose of carrying out the provisions of this paragraph, the -longagor hcrebv constinttes <vtd appoints the Niortgagez the utte and la~a~firl attumey in face of the Nlortgagor to do and perform, from tiutc to time, any and all actions necessary and incidental to such purpose and does, by these presents, ratify and confirm any and all actions of said attorney in tact in the Premises. (c) ~Vhencver all such Defaults have been cured and satisfied, the Nlortgaeee shall surrender possession of the Premises to dtc Mortgagor, provided that the right of the Nktrtgagee w lake possession, from time to time; pursuant to this subparagraph shall exist if any subsequent delauh shall occur and be continuing. D. ~noinunent of a Receiver and Foreclosure. (a) If a default shall have occurred hereunder, then the ~rholc debt secured by this Altrtgage, with all intcnst thereon, and all other amounts hereby secured shall, at the option of Morteaeee, become immediately due and payable, and nta} forth+vith or at arry time thcrcatter be collected by suit al la+v, lirreclosure of or other proceeding upon this Mortgage or by any other proper, legal or equitable procedure +vthout declaration of such option and +a•ithout notice. (b) Upon, ur at any time alter, the tiling of a complaint to lixeelose this Mortgage, the court in which such complaint is filed may appoint a receiver of the Premises. Such appoutUnent may be made either before or after sale, without notice, +vthout regard to the solvency or insolvency of Ivlorteagor at the time of application for such receiver and +vthout rew-d to the then value of the Premises. Such receiver shall have power to collect the rents, issues and profits of the. Premises during the pendency of such foreclosure suit, and in case of a sale and a deficiency; during the lull statutory period of redemption, ifany, whether there he redemption or not, as well as during any further tunes when Mortgagor except for the inten•cntion of such receiver, would be entitled to collect such rents, issues and profits, and all other pow•crs which may be necessary or arc usual in such cases li>r the protection, possession, control, management and operation of the Premises during the +vhole of said period. (c) Mortgagor shall deliver to Mottgagec at any time on its request, all agreements for decd, contracts, ]cases, abstracts, title insurance politics; munimcnt of title; surveys and other papcn relating to the Premises, and in case of loreclosure thereof and lailure to redeem. the same shall he delivered to and become the property of the person obtaining a deed to the Premises by reason of such foreclosure. L. Discontinuance of Proceedines and Restoration of the Parties. in case the Mortgagee shall have proceeded to enforce vty ri~* rt or remedy under this J~lorteage by receiver. entry or othenwisc, and such procecdines shall (rave been discontinued or abandoned for any reason or shall have been detenniucd adverse to the Jlot•tgagec,then and ut every such case the Mortgagor and the Mortgagee shall be restored to their forrner positions and rights hereunder, and all rights, po+acrs and remedies of the ~-lurtgagce shad continue as if no such proceeding had heen taken. F. Remedies Granulative. No right, po+acr or remedy conferred upon or reserved by the Nlortgacee by [his T-lortgage is intended to be exclusive of any other right, po++°cr or remedy, but each and every such right, power and remedy shall he cumulative and concurrent and shall be in addition to any other right. power and remedy given hereunder or now or hereafter existing ai la+a or in equity or by statute. lll. :1. Successors and i\ssi2ns Included in Parties. «'henever in this 1`dorlgage unc of the parties hereto is named or reli+rrcd to, the }tcirs, legal representatives, successors and assigns ol'such parties shall be included and all covenants and agreements contained in this indenture by or on behalf of the\dortgagor and by or on behalf of the ~~lor•tgagce shall bind and inure to the benelit ol• their respective heirs, legal representatives, successors and assigns. +vhethcr so expressed or not. Provided, however, that the ~forgagor shall have no right to assilm its obligations hereunder ++ithoul the prior t+•ritten consent of the Mortgagee, ta•hich consent shall not be unduly withlreld, conditiatcd or dclavcd. 13. llendines. 'l he headings of the sections, paragraphs and subdivisions of this r•fortgage arc fur the convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise affect anv of the tcrnts hereof. C, In~_~lid_Proeisions to Affect 1\o Others. If fulfillment of any provision hereof or any transaction related hereto or to the Note, at the time performance of such provisions shall he due. shall invoh~c transcending the limit of validity prescribed by la+v, then ipso facto. the obligation to he lullilled shall he reduced to the limit of such validity; and if any clause or provision herein contained operates or +vould prospectively operate to invalidate this Mortgaee in whole or in part, then such clause or provision only shall be held fi>r naught, as though not herein cauained, and the remainder of this iviortgage shall remain operative and in hdl force and effect. Notwithstanding any provision contained herein, the total liability of Mortgacor for payment of interest, including service charges, penalties or any other fees pursuant to this Agrecntcnt, shall not exceed the ntasiuuun amount of such interest permitted by applicahle law to be charged, and if any pa}-mcnts by 'tlortgagor include interest in excess of the maximum allo+vahle amount then said excess shall be applied to the reduction of the unpaid principal amount due pursuant hereto. D. Number and Gender. \\•'henzver the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. L•'. huhtre ~d~ antes. Any loan of money li-om Mortgagee to Mortgagor made within hventy (20) yc<us from the date hereof. The total amount of the loan from Mortgagee to ~•lortgagor may decrease or increase from time to time, but fhe total unpaid aggregate bulatne secured by this 19urtgage at any one time shall not. exceed $3,200,000.00, plus interest thereon, and any disbursements made for the paynrent of taxes, levies, insurance or other liens an the Premises, .+ith interest on such disbursements. IV. A. Notice. :1ny notice or other contnumication required or penniticd to he given hereunder shall be sufficient if in writing and delivered in person or sent by l!nited States Certified 1•iail, postage prepaid, to the parties beutg given such notice at the Rtllo+ving addresses: X1012"1'GACiOR: D4LiCDC: Villa Matta, LLC 9aj Pennsylvania Avenue ~lianti Beach. I'L 33139 Attention: Roberto Datone, Presidcttt 1\'l'1'H A COPY TO: Stearns \l'eavcr ivlillcr \~`cissler AlhadeffcX Sitterson, P..A. 1 ~0 \V. hlaglcr Street, Suite 2200 Miami, F'T. 33130 .attention: Mark C. Alhadeff, l esq. \9ORTGA(iEE: C[TY OF htlAMl BF..aCH 1700 Convention Center Drive ~~tiami Rzach. FL X31 i9 Attention: Citv Mana~~er \Tt'ith a copy to: CITY OF MIA~1I BCACII Neighborhood Services llcpartmcnt 1700 Convention Center Drive Miami Beach. FL ~31i9 \ttn: Housing and Community Development Director :1ny party may change said address by giving the other parties hereto notice of such chance of address. Notice given as hereinabovz providzd shall be dzemed given on the date of its deposit in the Unitzd States D-fail and, utiless sooner received, shall be deemed recci~~cd by t}tc patty to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail; or if a courier system is used, on the date of delivery of the notice. A. :lssigluncnt of Kents and, Lzases. As further security for payment of principal interest and other amounts due il~lortgagec no.v or hcrcafrer secured hereby, Mortgagor hereby transfers, assigns and sets over unto Mortgagee all leases, if any, now or hereafter entered info by Mortgagor with respect lu all or any part of the Premises, and all renewals, extensions, subleases or assignments thereof, and all other written or oral occupancy agrecntcnts, by concession, licznse or otherwise, together with all of the rents, income. receipts, revenues, issues artd protits arising therefrom. lvlortgagec shall have, in addition w all other rights and remedies hereunder; those right's of a mortgagee under Florida Skriules Section 697.07, as now or hereafier in effect. B. Sccurii<• :\~recment. This instrument also creates a security interest in any attd all cyuipmcnt and furnishings as arc considered or dctcrntincd to be personal property or fixtures. together ~ai[h all replacements, substitutions, additions, products and proceeds thereof, in lircor of the 1`tortgagce under the Florida l:nifi~nn Commcreial Code to secure payment of principal. interest and other amounts due Mortgagee now or hcrcatltcr secured hereby, and Iv4ortgagee shall also have all the rights and remedies of a secured party under the Florida Uniform Commercial C'odz, and without limitation upon or in derogation of the rights and remedies created and accorded to the A~tongagee by this N[ortgagc pursuant to the common law or any other laws of thz State of Florida or any other jurisdiction, it being understood that the rights and remedies of ~~lortgagze under t}te Florida Uniform Commercial Code shall he cumulative and in addition to all other rights and remedies of Mortgagee arising under the convuon law or any other laws of the State of Florida or any other jurisdiction. C. Choice of Law. Phis Mortgage is to lie construed in all respects and enfitrced according to the laws of the State of Florida. ll. Binding F.I~lict. This htortgas;e shall be binding upon and inure to the bcncflt of the TVfortgagor and ivfortgagee hereto, and dteir respective heirs, successors and assigns. (SICil\.•\ ]'URF..aND .ACK1;0\~'LF,DGittENT APP1:~1R ON NLY"1' P:~GIi~ iN R'ITNF.SS W'HF,RF.OF, AAortgagor has oauscd this ~lottgagc to be csccutcd on the date first above vrritten. NIBCUC: VILLA ALARIA, LLC, a I7orida 1united liability company Nan c:_ By: 1~iiami Reach Community Development Corporation, Inc.. a Florida non profit corporation, its sale member -- ... Naane: iGl7 12~ ~ ~ Roberto Datorre President - ' S'l'!V'I'E Ol~ FLUK1llA COUVTI' OF 1dI:1N11-ll:1llL The loregoin? Promissory Notc \vas aclalo\vledged before me this ~ day of September, ZUQ8, by Roberto Datorre, as President of 4liarni Bcach Conmlwlit}• Development Corporation, a Florida not-for-profit corporation, the sole mcntbcr of \IBC'llC: \~i '1, LLC, a Florida linriteil liability company, on behalf ol• the eompan~~. He is onall ~ vtl to me or has pntduccd Florida llrivcr's License 1\0. as identitlcation. ~~~~4 s~ p••,, MARK ALNAOEFF Na1nC: ;`-z Noun Pu01ic SIa1e a+ FlaMa Vot•lt•}' Public My Cortwniacwn Eapaes Pnr. to 20n Commwcw•~ w tt:? !a+C.+~ StatC Of 1'lorlda at Laree "~Oi,,; BatOeO IDroup~Nnii~~~e,'va,r. ' ~n ~~1y COn1n11SSlOl1 CYpIrCS: f.:':\\~-128U'•.3iJA? - ..\il3 CUC':02d':CO~II3 Loan111onngage rmd Sccurip~ :\grccnunt t~2dot' OR BY. 2E.S79 FG 029? LA,r.~T PACaE F.\HIBIT "4" LN:(UAL llESCR1YTI01\ Lots 1 <vtd 2, Block 10, :'~ncndcd ~4ap of OCL:11\ FKOVT YROYLK'l'Y OF 1`41:1h11 BL:\CH IMYROVLMlii\T COT`9Y.11\Y Subdivision, according to the plat thcreol; as recorded in Ylat Book i, at Pagc 7 of the Public Records of 1\liami-Dude Counh. Florida OFFICE OF THE CITY ATTORNEY, Jose Smlth, City Attorney Interoffice Memorantlum To: Bob Parcher Date: October 7, 2008 City Clerk From: Raul J. Aguila Deputy City Attorney Subject: MBCDC: Villa Maria, LLC Bob: Enclosed herewith is the recorded Mortgage and Security Agreement regarding the above-referenced matter.