MORTGAGE NOTE - EXHIBIT BExhibit "B"
Prepared by:
Terry Malcolm -Smith
City of Clearwater
Economic Development & Housing Dept.
P.O. Box 4748
Clearwater, FL 33758-4748
CITY OF CLEARWATER
ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT
MORTGAGE NOTE
Closing Date: April 5, 2024 Loan Amount: $178,214.05
Borrower(s): The Kimberly Home, Inc.
Property Address: 1180 Grove Street, Clearwater, FL 33755 (the "Property)
Parcel I. D. 15-29-15-03060-004-0350
1. BORROWER'S PROMISE TO PAY
For value received, The Kimberly Home, Inc, a Florida not-for-profit corporation (the "Borrower"), whose
mailing address is 1189 N.E. Cleveland Street, Clearwater, Florida 33755, promises to pay to the order of
The City of Clearwater, Florida, a Florida municipal corporation (the "City" or "Lender"), whose mailing
address is P.O. Box 4748, Clearwater, Florida 33758, the sum of One Hundred Seventy -Eight Thousand
Two Hundred Fourteen Dollars and 05/100 Cents ($178,214.05) (this amount is called "Principal") but
notwithstanding such expression, the actual indebtedness from time to time evidenced hereby shall be the
sum of all advances made by the Lender, or its agent, to the Borrower hereunder, less the aggregate amount
of all principal repayments made under this Note by the Borrower to the Lender, it being the intent hereof
and the purpose of said loan and this Note to provide a credit which the Borrower may draw against and
which Lender will approve advances from time to time in accordance with proper progress of the
contemplated rehabilitation, as determined by the Lender in its sole discretion, and which Borrower may
repay in whole or in part from time to time, so that the principal amount outstanding thereunder may
fluctuate in accordance with such advances and repayments, but the aggregate principal amount outstanding
under this Note shall not at any time exceed the principal sum of One Hundred Seventy -Eight Thousand
Two Hundred Fourteen Dollars and 05/100 Cents ($178.214.05). The Lender or anyone who takes this
Note by transfer and who is entitled to receive the value as evidenced by this Note is called the "Note
Holder".
This payment of this Note is secured by that certain mortgage entered into of even date herewith and
recorded in the public records of Pinellas County (the "Mortgage").
2. INTEREST
The interest rate on this Note will be 0.00% per annum, and will be a deferred payment loan for twenty
(20) years. In the event the Borrower, transfers, assigns, sells mortgages, refinances or fails to meet the
obligations established by the Mortgage, the Amended LURA, the CDBG Agreement, the Commitment
Letter (all executed on even date herewith), this Note (collectively the "Mortgage Documents"), or any
applicable restrictions or laws, or in any manner disposes of all or a portion of the property which is subject
to this Note and the Mortgage, then the principal and interest, if any, hereunder may, after failure of the
Borrower to cure a default within thirty (30) days of written notice of a default under any of the Loan
Documents (unless such notice and cure period is otherwise expressly not required for a particular default
event pursuant to any of the Loan Documents) become due and payable, and such outstanding principal
shall begin to bear interest immediately at the rate of three percent (3%) per annum from the date of such
sale, transfer, assignment, mortgage, refinance or other conveyance, until paid in full.
3. PAYMENTS
(A) Time and Place of Payments
The loan is a 20 -year deferred payment loan with no payment required during the deferred period provided
the Borrower does not default on the loan. The interest will be zero (0%) percent per annum. Should the
Borrower default on the loan during the deferred period, the entire amount of the loan may become due and
payable. If no default occurs, the loan will be forgiven after the twenty (20) -year period. The Maturity Date
or Due Date of this Note is Aril 5, 2044.
The undersigned will not be required to make monthly payments. Should the Borrower default, the
Borrower will forward the lump sum payment to the City of Clearwater, Florida at P.O. Box 4748,
Clearwater, FL 33758, or at a different place if required by the Note Holder.
The Note Holder shall have the optional right to declare the amount of the total balance hereof to be due
and forthwith payable in advance of the Maturity Date, as defined above, upon the occurrence of any Event
of Default or failure to perform in accordance with any of the terms and conditions set forth in the Mortgage
or other Loan Documents after failure of the Borrower to cure a default within thirty (30) days of written
notice of a default under any of the Loan Documents (unless such notice and cure period is otherwise
expressly not required for a particular default event pursuant to any of the Loan Documents). Upon exercise
of this option by the Note Holder, the entire unpaid principal shall bear interest at the rate of three percent
(3%) per annum. Forbearance to exercise this option with respect to any failure or breach of the undersigned
shall not constitute a waiver of the right as to any continuing failure or breach or any subsequent failure or
breach.
B) AMOUNT OF MONTHLY PAYMENTS
The Borrower will not be required to make monthly payments. The loan is a deferred payment loan.
4. BORROWER'S RIGHT TO PREPAY
The undersigned has the right to prepay the balance due on this Note according to the amount owed. A
payment of principal only is known as a "prepayment". When a prepayment is made, the undersigned must
notify the Note Holder, in writing, that they are doing so. Full prepayment or partial prepayments may be
made without paying any prepayment charge. The Note Holder will use all prepayments to reduce the
amount of principal that is owed under this Note. If a partial prepayment is made, there will be no change
in the Maturity Date, unless the Note Holder agrees, in writing, to this change. Should the Borrower sell,
refinance, or otherwise transfer title of the Property or fail to meet the required obligations, the full amount
of the Note may become due to the Note Holder after failure of the Borrower to cure a default within thirty
(30) days of written notice of a default under any of the Loan Documents (unless such notice and cure
period is otherwise expressly not required for a particular default event pursuant to any of the Loan
Documents).
5. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the
interest or other loan charges collected in connection with this loan exceed the permitted limit, then any
sum already collected which exceeded permitted limits shall be credited as a payment of principal, unless
the undersigned shall notify the Note Holder, in writing, that the undersigned elects to have such excess
sum returned to it forthwith.
6. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) Late Charge for Overdue Payments
The Loan is a deferred payment loan which does not require monthly payments. A payment will not be
required during the deferred period unless the Borrower defaults on the loan. At the end of the deferred
period, the loan will be forgiven. If the Borrower defaults on the loan, the entire loan amount may become
due and payable after failure of the Borrower to cure a default within thirty (30) days of written notice of a
default (unless such notice and cure period is otherwise expressly not required for a particular default event
pursuant to any of the Loan Documents).
(B) Default
The loan will be considered in default should the Borrower not abide to the terms and conditions of the
Loan Documents, after notice and an opportunity to cure within thirty (30) days (unless such notice and
cure period is otherwise expressly not required for a particular default event pursuant to any of the Loan
Documents).
(C) Notice of Default
If the undersigned is in default under any of the Loan Documents, then after failure of the Borrower to cure
a default within thirty (30) days of written notice of a default (unless such notice and cure period is
otherwise expressly not required for a particular default event pursuant to any of the Loan Documents), the
Note Holder may send a written notice which advises that the full principal amount, including any interest
that may accrue (as defined in Sections 2 and 3 above), is due and payable by a certain date. That date must
be at least thirty (30) days after the date on which the notice is delivered or mailed.
(D) No Waiver by Note Holder
The remedies of the Note Holder, as provided herein, shall be cumulative and concurrent and may be
pursued regularly, successively, or together, at the sole discretion of the Note Holder, and may be exercised
as often as occasion therefore shall arise. No act or omission or commission of the Note Holder, including
specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release
of the same, such waiver or release to be affected only through a written document executed by the Note
Holder, and then only to the extent specifically recited therein. A waiver or release with reference to any
one event shall not be construed as continuing as a waiver or release of any subsequent right, remedy, or
recourse as to a subsequent event. Even if, at a time when the undersigned is in default, the Note Holder
does not require payment in full, as described above, the Note Holder will still have the right to do so if a
default occurs at a later time.
(E) Payment of Note Holder's Costs and Expenses
In the event the Note is collected by law or through an attorney at law, or under advice there from, the Note
Holder will have the right to be paid back for all of its costs and expenses in enforcing this Note to the
extent not prohibited by applicable law. Those expenses include, for example, reasonable attorney's fees,
which are defined to include, without limitation, all fees incurred in all matters of collection and
enforcement, construction and interpretations, before, during and after trial, proceedings and appeals, as
well as appearances in reorganization or similar proceedings, and the cost of paraprofessional personnel
working under supervision of an attorney.
7. GIVING OF NOTICES
All notices provided for herein shall be sent by certified or registered return receipt requested mail,
addressed to the appropriate party at the address designated for such party in the preamble to this Note, or
such other address as the party who is to receive such notice may designate in writing. Notice shall be
completed by depositing the same in a letterbox or other means provided for the posting of mail addressed
to the party with the proper amount of postage affixed thereto. Actual receipt of notice shall not be required
to effect notice hereunder.
8. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and personally obligated to keep all of the
promises made in this Note, including the promise to pay the full amount owed. Any person who is a
guarantor, surety or endorser of this Note is also obligated to do these things. Any person, who takes over
these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated
to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note
against each person individually or against all of us together. This means that any one of us may be required
to pay all of the amounts owned under this Note.
9. WAIVERS
All persons now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness
hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively,
hereby (a) expressly waive the rights of presentment, demand for payment, notice of dishonor, protest,
notice of nonpayment or protest, and diligence in collection. "Presentment" means the right to require the
Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note
Holder to give Notice to other persons that amounts due have not been paid; (b) consent that the time of all
payments or any part thereof may be extended, rearranged, renewed or postponed by the Note Holder hereof
and further consent that the collateral security or any part thereof may be released, exchanged, added to or
substituted for by the Holder hereof, without in anyway modifying, altering, releasing, affecting or limiting
their respective liability or the lien of any security instrument; and (c) agree that the Note Holder, in order
to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its
remedies against the undersigned or any other person or party to become liable hereunder. This Note and
the instruments securing it have been executed and delivered in, and their terms and provisions are to be
governed and construed by the laws of the State of Florida.
10. UNIFORM SECURED NOTE
This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the
protections given to the Note Holder under this Note, the mortgage instrument dated the same date as this
Note (the "Mortgage" or "Mortgage Instrument"), protects the Note Holder from possible losses which
might result if the undersigned does not keep the promises which are made in this Note. The Mortgage
Instrument describes how and under what conditions the undersigned may be required to make payment or
immediate payment in full of all amounts owed under this Note. The Note Holder may, at its option after
failure of the Borrower to cure a default within thirty (30) days of written notice of a default under any of
the Loan Documents (unless such notice and cure period is otherwise expressly not required for a particular
default event pursuant to any of the Loan Documents), require payment in full of all sums secured by this
Security Instrument. However, this option shall not be exercised by the Note Holder if exercise is prohibited
by federal law as of the date of this Instrument. If the Note Holder exercises this option, the Note Holder
shall give the Borrower written notice of acceleration. The notice shall provide a period of not less than
thirty (30) days from the date the notice is delivered or mailed within which the Borrower must pay all
sums secured by this Security Instrument. If the Borrower fails to pay these sums prior to expiration of this
period, the Note Holder may invoke any remedies permitted by this Security Instrument without further
notice or demand on the Borrower.
11. If more than one party shall execute this Note, the term "undersigned", as used herein, shall mean
all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder. In
this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as
the case may be, and the singular number includes the plural.
12. COPY RECEIVED
Borrower hereby acknowledges receipt of a copy of this instrument.
Notice to Borrower
Do not sign this Note if it contains blank
spaces. All spaces should be completed before you sign.
IN WITNESS WHEREOF, this Note has been duly signed by the Borrower on or as of the day and year
first above written.
In the presence of:
Signature of Witness
The Kimberly Home, Inc.,
a Florida not-for-profit corporation.
Name of Witness (Print) By: Kathleen M. Kelly, CEO
Address of Witness
Signature of Witness
Name of Witness (Print)
Address of Witness
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was executed and acknowledged before me by means ofphysical presence
or online notarization, this _ day of , 2024 by Kathleen M. Kelly, as CEO of the Kimberly
Home Inc., a Florida Non -Profit corporation, who is personally known to me or who have produced a driver's
license as identification.
Notary Public
My Commission expires: