EXHIBIT 10.30
(Document Preparation Only)
This Instrument Prepared By:
Xxxxxx X. Xxxxxx, Esquire
000 Xxxxx Xxxxxxxx
Xxx Xxxxxx Xxxxx, XX 00000
THIS IS A BALLOON SECOND MORTGAGE AND THE FINAL PAYMENT OR THE BALANCE DUE UPON
MATURITY IS $94,883.35, TOGETHER WITH ACCRUED INTEREST AND FEES, IF ANY, AND ALL
ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
MORTGAGE
Executed this 30th day of November, 2000, by
BEACHSIDE COMMONS I, INC., A FLORIDA CORPORATION,
Whose post office address is 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxx
00000, hereinafter called the mortgagor, to
EMISSIONS TESTING, INC., A GEORGIA CORPORATION,
whose post office address is 000 Xxxxxx Xxxx, Xxxxxxxx 000, Xxxxx 000, Xxxxxxx,
Xxxxxxx 00000, hereinafter called the mortgagee:
WITNESSETH, that as security for the performance and compliance with
each and every the agreements, stipulations, conditions and covenants of this
mortgage and the note, a copy of which is attached hereto as Exhibit A, and for
good and valuable considerations, and also in consideration of the aggregate sum
named in the said note, the mortgagor hereby grants, bargains, sells, aliens,
remises, conveys and confirms unto the mortgagee all the certain land of which
the mortgagor is now seized and in possession situate in Nassau County, Florida,
to have and to hold the same, together with the tenements, hereditaments and
appurtenances thereto belonging, and the rents, issues and profits thereof in
fee simple, viz:
See attached Exhibit B for legal description
And the mortgagor hereby covenants and agrees:
1. This is a SECOND BALLOON MORTGAGE.
2. That the mortgagor is indefeasibly seized of said land in fee
simple; that the mortgagor has good right and lawful authority to convey said
land as aforesaid; that the mortgagor will make such further assurances to
perfect the fee simple title to said land in the mortgagee as may reasonably be
required; that the mortgagor, except as above noted, fully warrants the title to
said land and will defend the same against the lawful claims of all persons
whomsoever; and that said title is free and clear of all encumbrances except as
above noted.
3. In the event mortgagor is in default in any payment or condition
stipulated in any prior mortgage encumbering the subject property, such shall
constitute a default of this mortgage and the entire sum secured by this
mortgage shall become immediately due and payable at the option of the
mortgagee. Mortgagee, without waiving the option to foreclose, may make such
payments or perform such conditions so as to maintain said prior mortgage
without default, and such payments shall bear interest from date paid at the
highest lawful rate then allowed in the State of Florida. Mortgagor shall not
request, obtain, or in any manner alter the terms of any prior mortgage, or
increase or extend the obligations due under any said mortgage, or obtain an
additional advance, and should mortgagor do so, then such shall constitute a
default of this mortgage and the entire sum secured by this mortgage shall
become immediately due and payable at the option of the mortgagee.
4. If all or any part of the subject property, or an interest therein,
is sold or transferred (or if a beneficial interest in mortgagor is sold or
transferred and mortgagor is not a natural person) by mortgagor without
mortgagee's prior written consent, mortgagee may, at mortgagee's option, require
immediate payment in full of all sums secured by this instrument. If mortgagee
exercises this option, mortgagee shall give mortgagor notice of acceleration.
The notice shall provide a period of not less than 30 days from the date the
notice is delivered or mailed within which mortgagor must pay all sums secured
by this security instrument. If mortgagor fails to pay these sums prior to the
expiration of this period, mortgagee may invoke any remedies permitted by this
security instrument without further notice or demand on mortgagor.
5. If at any time, all or any portion of the property encumbered by
this mortgage shall be taken or damaged by condemnation proceedings under the
power of eminent domain, all compensation awarded or otherwise paid shall be
paid directly to the mortgagee and applied on the indebtedness secured hereby.
6. To pay all and singular the principal and interest and other sums of
money payable by virtue of said note and this mortgage, or either, promptly on
the days respectively the same severally come due; to pay all and singular the
taxes, assessments, levies, liabilities, obligations and encumbrances of every
nature on said described property, and if the same be not promptly paid the said
mortgagee may at any time pay the same without waiving or affecting the option
to foreclose or any right hereunder; and to pay all and singular the costs,
charges and expenses, including attorney's fees, reasonably incurred or paid at
any time by said mortgagee because of the failure on the part of mortgagor to
perform, comply with and abide by each and every the stipulations agreements,
conditions and covenants of said note and this mortgage. In the event mortgagor
fails to pay when due by the terms hereof any tax, assessment, insurance
premiums, prior mortgage payment or obligation or other sum of money payable by
virtue of the terms of this mortgage or the note it secures, the mortgagee at
his option may pay same, without waiving or affecting the right or option to
foreclose or any other right hereunder, and such payments shall bear interest
from date paid at the highest lawful rate then allowed in the State of Florida.
7. To keep the buildings now or hereafter on said land insured against
damage by fire, lightning, flood, windstorm or other casualty, in a sum not less
than the sum secured by this mortgage, or full insurable value if it be greater
than said sum, in a company or companies
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satisfactory to mortgagee, and the policy or policies held by and payable to
mortgagee, and in the event any sum of money becomes payable under such policy
or policies, the mortgagee shall have the option to receive and apply the same
on account of the indebtedness hereby secured or to permit the mortgagor to
receive and use it, or any part thereof, for other purposes, without thereby
waiving or impairing any equity lien or right under or by virtue of this
mortgage, and may place and pay for such insurance or any part thereof, without
waiving or affecting the option to foreclose or any right hereunder.
8. To permit, commit or suffer no waste, impairment or deterioration of
said property or any part thereof, and complete forthwith any improvements which
may now or hereafter be under course of construction hereon.
9. If any of said sums of money herein referred to be not promptly and
fully paid within 30 days if a first mortgage, and 15 days if not a first
mortgage, next after the same severally become due and payable, or if each and
every the stipulations, agreements, conditions and covenants of said note and
this mortgage or either, are not duly performed, complied with and abided by,
the said aggregate sum mentioned in said note shall become due and payable
forthwith or thereafter at the option of the mortgagee, as fully and completely
as if the said aggregate sum mentioned in said note was originally stipulated to
be paid on such date, anything in said note or herein to the contrary
notwithstanding.
10. This mortgage lien shall extend to and include all rents and
profits of the mortgaged property. The mortgagee may, at any time while a suit
is pending to foreclose or to reform this mortgage or to enforce any claims
arising hereunder, apply to the court having jurisdiction thereof for the
appointment of a receiver, and such court shall forthwith appoint a receiver of
the premises and all other property hereby, including all and singular the
income, profits, rents, issues and revenues from whatever source derived, and
such receiver shall have all the broad and effective functions and powers in
anywise entrusted by a court to receiver and such appointment shall be made by
such court as an admitted equity and a matter of absolute right to said
mortgagee, and without reference to the adequacy or inadequacy of the value of
the property mortgaged or to the solvency or insolvency of said mortgagor or the
defendants, and such income, profits, rents, issues and revenues shall be
applied by such receiver according to the lien of this mortgage and the practice
of such court. Mortgagor hereby assigns to mortgagee the rents of the mortgaged
property and any interest thereon as security for repayment of the note secured
by this mortgage.
11. Failure by mortgagee to exercise any of the rights or options
herein provided shall not constitute a waiver of any rights or options under
said note or this mortgage accrued or thereafter accruing.
12. The lien hereby created shall cease and become null and void upon
payment in full of the indebtedness secured by this mortgage and upon the full
and complete performance of all the covenants and agreements contained in this
mortgage and the note which it secures.
IN WITNESS WHEREOF, the said mortgagor has hereunto signed and sealed
these presents the day and year first above written.
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THIS IS A BALLOON SECOND MORTGAGE AND THE FINAL PAYMENT OR THE BALANCE DUE UPON
MATURITY IS $94,883.35, TOGETHER WITH ACCRUED INTEREST AND FEES, IF ANY, ALL ADD
ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
Signed, sealed and delivered BEACHSIDE COMMONS I, INC.
In the presence of: A Florida Corporation
/s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- ---------------------------------
First Witness XXXXXX X. XXXXXXXX, as President
Printed Name: Xxxx Xxxxxxxxxxx
-------------------
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Second Witness
Printed Name: Xxxxxx X. Xxxxxxx
-------------------
STATE OF Georgia
-----------------------
COUNTY OF Forsyth
-----------------------
I hereby certify that on this day before me, an officer duly qualified
to take acknowledgments, personally appeared XXXXXX X. XXXXXXXX, AS PRESIDENT OF
BEACHSIDE COMMONS I, INC., A FLORIDA CORPORATION, to me personally known to be
the person described in, or who produced a Georgia Drivers' Lic. as
identification, and who executed the foregoing instrument and acknowledged
before me the execution of same upon authority duly vested in him by said
corporation.
Witness my had and official seal in the County and State last aforesaid
this 30th day of November, 2000.
/s/ Xxxxx Xxxxxxx My commission expires: 3/15/2003
Notary Public Forsyth Co. GA
Printed Name: Xxxxx Wily-Xxxxxxx
---------------------
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EXHIBIT A
Page 1 of 2
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to the order of Emissions
Testing, Inc the sum of ninety four thousand eight hundred and eighty three and
35/100 ($94,883.35) with annual interest of 12% on any unpaid balance.
Additionally a fee of two percent (2%) of the amount advanced shall be paid at
maturity.
This note shall be due and payable, together with all interest and fees due
thereon, on August 2, 2000. Should the note not be paid in full by the maturity
date the interest shall become eighteen percent (18%) from that date until paid
in full. Additionally, in event of default the holder of the note is entitled to
the collection of attorney fees and other costs in accordance with laws of the
State of Georgia in the event that such services are needed in the collection of
this note.
The note may be prepaid, in full or in part, at any time prior to maturity
without penalty. All payments shall be first applied to interest and the balance
to principal.
Signed this 2nd day of June, 2000.
Signed in the presence of:
/s/ Xxxxx Wily-Xxxxxxx Beachside Commons 1, LLC
------------------------------
Witness By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx,
Manager
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FIRST AMENDMENT TO PROMISSORY NOTE
This First Amendment to Promissory Note (the "Amendment") entered into by
Beachside Commons I, Inc. ("Beachside") for the benefit of eMissions Testing,
Inc. as of June 2, 2000.
W I T N E S S E T H:
WHEREAS, Beachside executed that certain Promissory Note for the benefit of
eMissions as of June 2, 2000;
WHEREAS, the Promissory Note was executed by Xxxxxx X. Xxxxxxxx, the
Manager of Beachside;
WHEREAS, Beachside was erroneously identified within the Promissory Note as
Beachside Commons I, LLC;
WHEREAS, Beachside now wishes to amend the Promissory Note to correctly
identify Beachside as the borrower under the Promissory Note;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein, and the good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Beachside hereby agrees:
1. All references to the borrower, also known as the "undersigned",
identified in the Promissory Note shall be amended by replacing the party
"Beachside Commons I, LLC" with the party "Beachside Commons I, Inc."
2. This Amendment is governed by and shall be construed and enforced in
accordance with the laws of the State of Georgia.
Duly executed and delivered by Beachside as of the June 2, 2000.
Beachside Commons I, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: Manager
----------------------------
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EXHIBIT B
Page 2 of 2
PARCEL 1
A portion of Xxxx 00 xxx 00, Xxxxxxxxxxxxx Xxxx xx Xxxxxx Xxxxxx Lighthouse
Reservation, Fernandina Beach, Florida, according to plat thereof recorded in
the public records of Nassau County, Florida, in Plat Book 2, page 24, being
more particularly described as follows:
For a point of reference commence at the northwest corner of Lot 8 of said
Xxxxxx Island Lighthouse Reservation, said corner being on the easterly right of
way of South Xxxxxxxx Avenue (State Road A-1-A) and the southerly right of way
of Atlantic Avenue, thence proceeding in an easterly direction along the
northerly line of Xxx 0, Xxx 0 xxx Xxx 00 Xxxxx 00 degrees 11 minutes 02 seconds
east a distance of 121.54 feet to the point of beginning; thence continue south
82 degrees 11 minutes 02 seconds east along the north line of Lots 10 and 11 a
distance of 53.44 feet to the northeast corner of said Lot 11; thence south 08
degrees 55 minutes 33 seconds west along the east line of said Lot 11, a
distance of 104.84 feet to a point; thence north 82 degrees 00 minutes 30
seconds west a distance of 44.08 feet to a point; thence north 08 degrees 13
minutes 45 seconds east a distance of 20.90 fee to a point; thence north 81
degrees 43 minutes 27 seconds west 7.26 feet to a point; thence north 07 degrees
39 minutes 44 seconds east 83.73 feet to the point of beginning.
PARCEL 2
A portion of Xxxx 0 xxx 0, Xxxxxxxxxxxxx Xxxx xx Xxxxxx Xxxxxx Lighthouse
Reservation, Fernandina Beach, Florida, according to plat thereof recorded in
the public records of Nassau County, Florida, in Plat Book 2, page 24, being
more particularly described as follows:
Beginning at the northwest corner of Lot 8, said corner being on the easterly
right of way of South Xxxxxxxx Avenue (State Road A-1-A) and the southerly right
of way of Atlantic Avenue, thence proceeding in an easterly direction along the
northerly line of said Lot 8 and 9 south 82 degrees 11 minutes 02 seconds east a
distance of 57.00 feet to a point; thence proceeding south 07 degrees 43 minutes
09 seconds west a distance of 83.21 feet to a point; thence proceeding north 81
degrees 43 minutes 27 seconds west a distance of 4.70 feet to a point; thence
proceeding south 08 degrees 34 minutes 45 seconds west a distance of 21.11 feet
to a point; thence proceeding north 81 degrees 40 minutes 25 seconds west a
distance of 54.17 feet to the westerly line of said lot 8 and the easterly right
of way of South Xxxxxxxx Avenue (State Road A-1-A); thence proceeding in a
northerly direction along the westerly line of said Lot 8 and the easterly right
of way of South Xxxxxxxx Avenue north 08 degrees 55 minutes 18 seconds east a
distance of 103.81 feet to the point of beginning.
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PARCEL 3
A portion of Xxxx 0 xxx 00, Xxxxxxxxxxxxx Xxxx xx Xxxxxx Xxxxxx Lighthouse
Reservation, Fernandina Beach, Florida, according to plat thereof recorded in
the public records of Nassau County, Florida, in Plat Book 2, page 24, being
more particularly described as follows:
For a point of reference commence at the northwest corner of Lot 8 of said
Xxxxxx Island Lighthouse Reservation said corner being on the easterly right of
way of South Xxxxxxxx Avenue (State Road A-1-A) and the southerly right of way
of Atlantic Avenue, thence proceeding in an easterly direction along the
southerly line of said Atlantic Avenue and the northerly line of Xxx 0, Xxx 0
and Lot 10 south 82 degrees 11 minutes 02 seconds east a distance of 57.00 feet
to the point of beginning; thence continue south 82 degrees 11 minutes 02
seconds east along said southerly right of way line, a distance of 64.54 feet to
a point; thence south 07 degrees 39 minutes 44 seconds west a distance of 83.73
feet to a point; thence north 81 degrees 43 minutes 27 seconds west a distance
of 64.62 feet to a point; thence north 07 degrees 43 minutes 09 seconds east a
distance of 83.21 feet to the point of beginning.
PARCEL 4
A portion of Lot 15 and a portion of Xxxx 0, 0, 00 xxx 00, Xxxxxxxxxxxxx Xxxx of
Xxxxxx Island Lighthouse Reservation, Fernandina Beach, Florida, according to
plat thereof recorded in the public records of Nassau County, Florida, in Plat
Book 2, page 24, being more particularly described as follows:
Begin at the southwest corner of said Xxx 00 xxxx xxxxx being located on the
Easterly right of way line of South Xxxxxxxx Avenue; thence north 08 degrees 55
minutes 18 seconds east along said easterly right of way line a distance of 55
feet to a point; thence south 81 degrees 40 minutes 25 seconds east a distance
of 54.17 feet to a point; thence north 08 degrees 34 minutes 45 seconds east, a
distance of 21.11 feet to a point; thence south 81 degrees 43 minutes 27 seconds
east a distance of 76.58 feet to a point; thence south 08 degrees 13 minutes 45
seconds west a distance of 20.90 feet to a point; thence south 82 degrees 00
minutes 30 seconds east a distance of 44.08 feet to a point; thence south 08
degree 55 minutes 33 seconds west, a distance of 2.23 feet to a point located on
the northerly line of said Lot 15; thence south 82 degrees 08 minutes 51 seconds
east along said north line of Lot 15, a distance of 91.00 feet to the northeast
corner of said Lot 15; thence south 08 degrees 52 minutes 44 seconds west along
the easterly line of said Lot 15 a distance of 52.08 feet to the southeast
corner of said Lot 15; thence north 82 degrees 05 minutes 38 seconds west along
the southerly line of said Lot 15 a distance of 266 feet to the point of
beginning.
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