Exhibit 10.5
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Xxxxxx X. Xxxxxxxx, Esq.
XXXXXX X. XXXXXXXX, P.A.
222 X. Xxxxxxxx Avenue, Suite 000
Xxxx Xxxxxx Xxx 0000
Xxxxxx Xxxx, XX 00000
(000) 000-0000
Property Appraiser Parcel (Folio) Identification No.(s):
For Recording Purposes Only
MORTGAGE
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THIS MORTGAGE (hereinafter referred to as the "Mortgage") executed as of
the ____ day of ________, 1998, by XXXXX X. XXXXXXXX AND XXXXXXXX X. XXXXXXXX,
husband and wife, whose post office address is 000 Xxxx Xxxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000 (hereinafter together to as "Mortgagor"), to XXXXXXXX
EQUIPMENT & ENGINEERING COMPANY, a Florida corporation, whose post office
address is 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter
collectively referred to as the "Mortgagee").
WITNESSETH:
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THAT for good and valuable consideration and in consideration of the
aggregate sum named in the Mortgage Note of even date hereinafter described, the
Mortgagor hereby grants, bargains, sells, aliens, remises, conveys and confirms
unto the Mortgagee all the certain land (the "Property") of which the Mortgagor
is now seized and in possession situate in Orange County, Florida, as more
particularly described as follows:
Lots 41 and 42, West of the Drainage Canal, Sphalers Addition to Prosper
Colony, as recorded in Plat Book "F", Page 94, of the Public Records of
Orange 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,
unto the Mortgagee, in fee simple.
AND the Mortgagor covenants with the Mortgagee that the Mortgagor is
indefeasibly seized of the Property in fee simple; that the Mortgagor has good
right and lawful authority to convey the Property as aforesaid; that the
Mortgagor will make such further assurances to perfect the fee simple title to
the Property in the Mortgagee as may reasonably be required; that the Mortgagor
hereby fully warrants the title to the Property and will defend the same against
the lawful claims of all persons
whomsoever, and that the Property is free and clear of all encumbrances except
taxes subsequent to December 31, 1997, and easements and restrictions imposed
of record, if any.
PROVIDED ALWAYS, that if said Mortgagor shall pay unto said Mortgagee that
certain Mortgage Note (hereinafter referred to as the "Note"), a copy of which
is attached hereto as Exhibit "A" and shall perform, comply with and abide by
each and every the agreements, stipulations, conditions and covenants thereof,
and of this Mortgage, then this Mortgage, and the estate hereby created, shall
cease, terminate and be null and void.
AND the Mortgagor hereby further covenants and agrees to pay promptly when
due the principal and interest and other sums of money provided for in the Note
and this Mortgage, or either, to pay all and singular the taxes, assessments,
levies, liabilities, obligations, and encumbrances of every nature on said
property; to permit, commit or suffer no waste, impairment or deterioration of
the Property or the improvements thereon at any time; to pay all costs, charges,
and expenses, including attorneys' fees and title searches, reasonably incurred
or paid by the Mortgagee because of the failure of the Mortgagor to promptly and
fully comply with the agreements, stipulations, conditions and covenants of the
Note and this Mortgage, or either; to perform, comply with and abide by each and
every the agreements, stipulations, conditions and covenants set forth in the
Note and this Mortgage, or either. In the event the Mortgagor fails to pay when
due any tax, assessment, or other sum of money payable by virtue of the Note and
Mortgage, or either, the Mortgagee may pay the same, without waiving or
affecting the option to foreclose or any other right hereunder, and all such
payments shall bear interest from the date thereof at the highest lawful rate
then allowed by the laws of the State of Florida.
AND the Mortgagor hereby further covenants to keep the buildings now or
hereafter erected on the Property insured as may be required by the Mortgagee
against loss by fire and other hazards, casualties, and contingencies, in
amounts and in companies and for periods as Mortgagee shall require. Upon
failure to so insure, Mortgagee may have insurance written and pay the premium.
If this occurs, the principal sum secured by this Mortgage together with the
amount paid by the Mortgagee for insurance shall at Mortgagee's option
immediately become due and payable. Mortgagor will give Mortgagee immediate
notice by mail of any fire, damage, or other casualty to the Property or of any
conveyance, transfer, or change of ownership of the Property. If the Property or
any part thereof is damaged by fire or other hazard, the amounts paid by any
insurance company pursuant to the contract of insurance shall, to the extent of
the indebtedness then remaining unpaid, be paid to Mortgagee and, at Mortgagee's
option, may be applied to the debt or released for the repair or rebuilding of
the Property.
If any sum of money herein referred to be not promptly paid within ten (10)
days next after the same becomes due, or if each and every the agreements,
stipulations, conditions and covenants of the Note and this Mortgage, or either,
are not fully performed, complied with and abided by or any prior mortgage on
the Property, then the entire sum mentioned in the Note, and this Mortgage or
the entire balance unpaid thereon, shall forthwith or thereafter, at the option
of the Mortgagee, become and be due and payable anything in the Note or herein
to the contrary notwithstanding. Failure by the Mortgagee to exercise any of the
rights or options herein provided shall nor constitute a waiver of any rights
or options under the Note or this Mortgage accrued or thereafter accruing.
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Mortgagor shall have the right to prepay all or any portion of the
unpaid balance of the indebtedness hereunder at any time without penalty as more
particularly described in the Note.
IN WITNESS WHEREOF, the Mortgagor has caused these presents to be
executed in manner and form sufficient to bind it as of the day and year first
above written.
Signed, sealed and delivered
in the presence of:
Sign:
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Print: XXXXX X. XXXXXXXX
-------------------------
000 Xxxx Xxxxxxxxxx Xxxx
Sign: Xxxxxxx, XX 00000
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Print:
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Sign:
-------------------------- ---------------------------
Print: XXXXXXXX X. XXXXXXXX
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000 Xxxx Xxxxxxxxxx Xxxx
Sign: Xxxxxxx, XX 00000
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Print:
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STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this _______ day of
_________, 1998, by Xxxxx X. Xxxxxxxx.
[_] Personally known to me.
[_] Produced identification: ---------------------------
Type: Notary Public
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STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ______ day of
_________, 1998, by Xxxxxxxx X. Xxxxxxxx.
[_] Personally known to me.
[_] Produced identification: ---------------------------
Type: Notary Public
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3
PROMISSORY NOTE
$750,000.00 Orlando, Florida
____________, 1998
FOR VALUE RECEIVED, the undersigned promise to pay to the order of
XXXXXXXX EQUIPMENT & ENGINEERING COMPANY, a Florida corporation, at 000 Xxxx
Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, or at such other place and to such
other person or persons as the holder of this Promissory Note may designate in
writing from time to time, the principal sum of SEVEN HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($750,000.00), with interest thereon at the rate of Eight Percent
(8%) interest per annum on the unpaid principal for the term of Twenty (20)
years from the date hereof as follows:
A. Principal and interest shall be due and payable in equal monthly
payments of SIX THOUSAND TWO HUNDRED SEVENTY THREE AND 30/100 DOLLARS
($6,273.30) commencing on __________, 1998, and each consecutive month
thereafter for the term of Twenty (20) years, until paid in full.
Privilege is reserved by the Makers hereof to prepay all or any portion
of the outstanding principal balance of this Note at any time without premium,
penalty or fee.
This Note is secured by that certain Mortgage on real estate, of even
date herewith, made by the Makers hereof in favor of the said Payee, the terms
and conditions of which are incorporated herein by this reference, and this Note
shall be construed and enforced according to the laws of the State of Florida
and in accordance with the terms of said Mortgage.
In the event of a default by Makers in the payment of the installments
hereunder for fifteen (15) days continuing after the due date of an installment,
the Payee shall have the option to accelerate the balance due and payable and to
declare the entire remaining balance due and payable at that time. If Makers
shall default under this Note and if this Note is placed in the hands of an
attorney at law for collection, the undersigned agree to pay all costs of
collection, including reasonable attorney's fees, whether suit be brought or
not, and if suit be brought, then to further pay all costs and expenses,
including attorney's fees, in any appellate proceeding.
Except as otherwise provided herein, all payments shall be applied first
to principal then to accrued interest.
The undersigned waives presentment, protest and notice of dishonor.
This Promissory Note sets forth the entire understanding and agreement
between the parties hereto in regard to the matters herein, and it may not be
amended, changed or modified except by an instrument in writing executed by the
party to be charged by said amendment, change or modification.
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XXXXX X. XXXXXXXX
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XXXXXXXX X. XXXXXXXX
Makers' Address:
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
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Mortgagor shall have the right to prepay all or any portion of the
unpaid balance of the indebtedness hereunder at any time without penalty as more
particularly described in the Note.
IN WITNESS WHEREOF, the Mortgagor has caused these presents to be
executed in manner and form sufficient to bind it as of the day and year first
above written.
Signed, sealed and delivered
in the presence of:
Sign: /s/ Xxxxx X. Xxxxxxxx
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Print: XXXXX X. XXXXXXXX
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000 Xxxx Xxxxxxxxxx Xxxx
Sign: Xxxxxxx, XX 00000
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Print:
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Sign: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------- ---------------------------
Print: XXXXXXXX X. XXXXXXXX
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000 Xxxx Xxxxxxxxxx Xxxx
Sign: Xxxxxxx, XX 00000
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Print:
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STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this _______ day of
_________, 1998, by Xxxxx X. Xxxxxxxx.
[_] Personally known to me.
[_] Produced identification: ---------------------------
Type: Notary Public
------------------------
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ______ day of
_________, 1998, by Xxxxxxxx X. Xxxxxxxx.
[_] Personally known to me.
[_] Produced identification: ---------------------------
Type: Notary Public
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