HomeMy WebLinkAbout15058 BackupPROMISSORY NOTE (MIAMI FOREVER BOND FUNDS)
FOR BLOCK 55 RESIDENTIAL, LP
Miami, Florida
$7,500,000.00 /`- w c�� l I , 2021
FOR VALUE RECEIVED the undersigned, BLOCK 55 RESIDENTIAL, LP, a Florida
limited partnership (hereinafter referred to as the "Maker") at 2901 Florida Avenue, Coconut
Grove, FL 33133, promises to pay to the order of the CITY OF MIAMI, a Florida municipal
corporation (hereinafter referred to as the "Lender"), at 444 S.W. 2nd Avenue, Miami, Florida
33130, or such other location or address as the Lender may direct from time to time, the principal
sum of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00), together
with interest thereon on funds outstanding as indicated on Attachment 1 hereto.
This Promissory Note evidences a Loan from the Lender to the Maker for construction
costs for the real estate development known as Sawyer's Walk, a rental Project, as described more
fully in that certain Miami Forever Bond ("Bond") Loan Agreement between the Maker and the
Lender of even date herewith (the "Loan Agreement"). All capitalized terms not defined herein
shall have the meanings provided in the Loan Agreement and the Exhibits thereto.
This Promissory Note is secured by that certain amended Mortgage and Security
Agreement (the "Mortgage") and the other Loan Documents of even date herewith executed in
favor of the Lender, relating to real property located at 249 NW 6 Street Miami, Florida 33136
(the "Property").
All sums advanced hereunder together with accrued interest thereon and all other sums due
hereunder shall become immediately due and payable, without notice or demand, upon the
occurrence of any one or more of the following Events of Default, subject to any applicable cure
period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any
payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any
insurance premium when due; (c) the dissolution, termination of existence, insolvency of, business
failure, appointment of a receiver for any part of the property or assignment for the benefit of
creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws,
by or against any maker or guarantor hereof which shall continue beyond any applicable cure
period set forth in the Loan Agreement; (d) any uncured breach, following the giving of notice of
breach and the expiration of any applicable cure period(s), by the Maker of any of the terms,
covenants or conditions set forth in the Loan Agreement, the Mortgage, the Declaration of
Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or
any other instrument, document or agreement which secures, collateralizes or otherwise pertains
to the Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default,
and the expiration of any applicable cure periods, as provided in the Loan Agreement. Upon the
occurrence of any of the foregoing events, and in addition to any other remedies provided in the
Loan Agreement, the amount of the Bond Funds disbursed, together with interest accrued thereon
at the rate provided herein, and all unpaid fees, charges and other obligations of the Maker due under
any of the Loan Documents, shall, at Lender's option, be immediately due and payable.
Any property of any maker or guarantor hereof now or hereafter in the possession of the
Lender, may at all times be held and treated as collateral and security for the payment of this
Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute
or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender.
Page 1 of 3
The Lender may apply or set-off any funds or other sums against said liabilities at any time in the
case of the Maker(s), but only with respect to matured liabilities in the case of guarantors.
No delay or omission on the part of the Lender in the exercise of any right hereunder shall
operate as a waiver of such right or of any other right under this Promissory Note. A waiver by
the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be
construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion.
The Maker agrees that in the event each and every of the terms and conditions of this
Promissory Note or any instrument which secures or collateralizes the payment of the sums
hereunder is not duly performed, complied with, or abided by, subject to applicable notice and
cure period(s) set forth in the Loan Agreement, the whole of said indebtedness then outstanding
shall thereupon, at the option of the Lender, become immediately due and payable, as provided in
the Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an
attorney for collection, then Maker and Lender shall each bear its own respective costs, expenses,
and attorney's fees.
The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of
payment to the extent and in the manner provided in Subordination Agreement among the Housing
Finance Authority of Miami -Dade County, Florida, the Bank of New York Mellon Trust
Company, N.A., the City of Miami Florida and Maker (collectively, the "Subordination
Agreement"), all recorded in the Public Records of Miami -Dade County. The Mortgage and other
documents securing this Promissory Note are and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions as more fully set forth in the Subordination
Agreements, if any, and Permitted Senior Financing, as deemed in the Loan Agreement. The rights
and remedies of the lender and each subsequent holder of this Promissory Note under the Mortgage
securing this Promissory Note are subject to the restrictions and limitations set forth in the
Subordination Agreement and the Loan Agreement. Each subsequent holder of this Promissory
Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have
agreed to perform and observe all of the terms, covenants and conditions to be performed or
observed by the Subordinate Lender under the Subordination Agreement.
The Maker and all persons now or hereafter becoming obligated or liable for the payment
hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor
and presentment.
The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge,
collect or accept, any interest greater than the highest legal rate of interest which may be charged
under any applicable law. Should the acceleration hereof or any charges made hereunder result in
the computation or earning of interest in excess of such legal rate, any and all such excess shall be
and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender
to the balance hereof.
Each Maker, endorser, or any other person, firm or corporation now or hereafter becoming
liable for the payment of the Loan evidenced by this Promissory Note, hereby consents to any
renewals, extensions, modifications, releases of security or any indulgence shown to or any
dealings between the Lender and any party now or hereafter obligated hereunder, without notice,
and jointly and severally agree that they shall remain liable hereunder notwithstanding any such
renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid.
Page 2 of 3
The Maker agrees to pay a late charge equal to ten percent (10.0%) of each payment of
principal and/or interest which is not paid within five (5) days of the date on which it is due. In
the event that any payment is returned on account of insufficient or uncollected funds, the Maker
shall additionally be liable for a return check charge of five percent (5.0%) of the amount of the
check and Lender may require that all future payments be made by cashier's check.
Any payment of principal and/or interest due under this Promissory Note which is not
promptly paid on the date such payment becomes due, shall bear interest at the highest rate
allowable by law ("Default Rate") commencing on the date immediately following the day upon
which the payment was due. Upon the occurrence of any event of default as defined herein or an
Event of Default as defined in the Loan Agreement, and the expiration of any applicable cure
period(s), all sums outstanding under this Promissory Note shall thereon immediately bear interest
at the Default Rate from the date of disbursement, without notice to the Maker or any guarantor or
endorser of this Promissory Note, and without any affirmative action or declaration on the part of
the Lender.
In the event of the sale of Project or the Property in violation of the requirements set forth
in the Agreement, all sums outstanding under this Promissory Note shall bear interest at the highest
rate allowable by law from the date of disbursement, without notice to the Maker or any guarantor
or endorser of this Promissory Note, and without any affirmative action or declaration on the part
of the Lender.
This Promissory Note shall be construed and enforced according to the laws of the State of
Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action
pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County
and no other venue. All meetings to resolve said dispute, including voluntary arbitration,
mediation, or other alternative dispute resolution mechanism, will take place in this
venue. The parties both waive any defense that venue in Miami -Dade County is not
convenient.
This Promissory Note shall not be changed, modified, terminated, or discharged, in whole
or in part, except by an instrument in writing signed by both parties hereto, or their respective
successors or assignees.
Except as provided in the Loan Documents, this Promissory Note is a non -recourse
obligation of the Maker and its partners and neither Maker nor its partners have personal liability
for repayment of the Loan.
THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN
DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING
CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF
ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE.
[Signature Page Follows]
Page 3 of 3
IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first
above written.
WITNESSES:
Print Name: ;,, Qr t b4& fr .t
Print Name:
MAKER'S ADDRESS:
2901 FLORIDA AVENUE
COCONUT GROVE, FL 33133
MAKER: Block 55 Residential, LP,
a Florida limited partnership
By: Pacific Southwest Community
L-4....--- Development Corporation, a California
nonprofit public benefit corporation, its
general partne
By:
Print Name: Robert WfLaing
Title: President/Executive Director
Date:
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
State of California
County of ik)
U & ) 't before me,
(insert name and title of the officer)
who proved to me on the basis of satisfactory evidence to be the person whose
name') is/a,re subscribed to the within instrument and acknowledged tome that
hitMe/fey executed the same in his/hpr/heir authorized capacity(ies1, and that by
his/hoer/their signature on the instrument the person,('), or the entity upon behalf of
which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
personally appeared
WITNESS my hand and official seal.
Signature ��-�� (Seal)
GREGG MILLER
Notary Public - California
San Diego County
Commission # 2345570
My Comm. Expires Feb 7, 2025
Attachment 1
Sawyer's Walk at 249 NW 6 Street Miami, Florida 33136
Payment of Principal, Interest, and all other charges, expenses, and fees set forth in the
Loan Documents shall be deferred and no payments of Principal and Interest shall be due until the
end of the Affordability Period (as defined in the Loan Agreement). Interest on Principal
outstanding shall accrue as follows:
The Principal of this Promissory Note shall bear zero percent (0%) from the Effective Date
until the Close -Out of the Project. Upon the Close -Out of the Project, the loan will bear interest at
the rate of three percent (3%) per annum simple interest only, with the entire principal balance and
any accrued and unpaid interest and other charges due at the end of the Affordability Period.
If during the Affordability Period any Bond Assisted Unit fails to comply, beyond any
applicable cure period, with the affordability requirements of the applicable funding source, the
Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds
received by the Maker pursuant to this Agreement, all unpaid interest accrued thereon, and all
unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents.
RESOLUTION OF BOARD OF DIRECTORS OF
PACIFIC SOUTHWEST COMMUNITY DEVELOPMENT CORPORATION
(Sawyer's Walk)
The Board of Directors of PACIFIC SOUTHWEST COMMUNITY DEVELOPMENT
CORPORATION, a California nonprofit public benefit corporation (the "Corporation") ,
hereby held a meeting of the Corporations Board of Directors on July 29 , 2021 and
following the establishment of a quorum, the Board of Directors, acted as follows: adopt the
following resolutions effective as of � , 2020.
WHEREAS, The Corporation) is a California nonprofit public benefit corporation, and
is qualified under Internal Revenue Code Section 501(c)(3).
WHEREAS, the Corporation is the sole general partner of Block 55 Residential, LP, a
Florida limited partnership (the "Partnership").
WHEREAS, the Corporation deems it to be in the best interests of and consistent with
the charitable purposes of the Corporation to consummate and to cause the Corporation to
consummate the following respective transactions (collectively, the "Transactions").
1. Enter into that certain Amended and Restated Agreement of Limited Partnership
of the Partnership together with: Block 55 Owner, LLC a Florida limited liability company, R4
SLFL Acquisition LLC, a Delaware limited liability company, as the investor limited partner of
the Partnership (the "Investor Limited Partner"), and SG Manager, LLC, a Florida limited
liability company, as the withdrawing general partner;
2. The Partnership's acquisition, development, ownership, maintenance, and
operation as an affordable housing project to be located at 249 NW 6th Street, Miami, Miami -
Dade County, Florida and to be known as Sawyer's Walk (collectively, the "Project"); and
3. The Partnership's financing of the acquisition and development of the Project is
to be accomplished using the following sources (collectively, the "Sources"):
a. (i) $150,000,000.00 Housing Finance Authority of Miami -Dade County,
Florida Multifamily Housing Revenue Bonds (Sawyer's Walk), Series 2021A; (ii)
$17,500,000.00 Housing Finance Authority of Miami -Dade County, Florida Multifamily
Housing Revenue Bonds (Sawyer's Walk), Series 2021B; and (iii) $32,500,000.00 Block 55
Residential, LP Taxable Multifamily Housing Revenue Notes (Sawyer's Walk), Series 2021; all
of which will be secured by a mortgage to be recorded against the Project;
b. a loan (to be secured by a mortgage to be recorded against the Project) in
the approximate amount of $7,500,000.00 from City of Miami (the "City Loan"); and
c. an equity contribution from the Limited Partners in the approximate
amount of $75,048,000.00, in exchange for low income housing tax credits.
1
WHEREAS, the Corporation is required to execute various documents relating to the
Transactions.
NOW, THEREFORE BE IT RESOLVED as follows:
1. In order to consummate the Transactions, Robert W. Laing, in his capacity as the
President/Executive Director, and Juan P. Arroyo, in his capacity as the Vice President of the
Corporation, which is the general partner of the Partnership (each an "Authorized
Representative") are, and each acting alone is, hereby authorized, directed and empowered to:
execute and deliver in the name of the Corporation and/or as the general partner of the
Partnership, such documents as either of the Authorized Representatives may approve, including,
without limitation: purchase and sale agreements, agreements, notes, loan agreements,
reimbursement agreements, deeds of trust, pledges, security agreements, regulatory agreements,
subordination agreements, partnership agreements, development agreements, assumption
agreements, assignments, indemnities, guaranties, interest rate swap or hedge agreements,
disclosure statements, receipts, instructions, certificates, authorizations, acknowledgements, and
other documents relating to the Transactions (collectively, the "Documents"), such approval to
be conclusively (but not exclusively) evidenced by the execution thereof by an Authorized
Representative.
2. The Authorized Representatives are, and each acting alone is, authorized to make
such changes to the Documents as they approve, such approval to be conclusively (but not
exclusively) evidenced by any of their execution thereof.
3. The authority given hereunder shall be deemed retroactive. Any actions
authorized herein and performed prior to the date of this written consent are hereby ratified,
confirmed and approved.
4. The Authorized Representatives are, and each acting alone is, hereby authorized
to take such further actions (including, without limitation, the payment of costs, fees, expenses
and other amounts) as they deem appropriate to consummate the Transactions or perform the
Corporation's and the Partnership's obligations under any of the Documents.
5. If lenders, sellers, escrow, title or investors request other foul's of board
resolutions, Interested Party drafted resolutions shall control over any conflict with the
resolutions contained herein. The Corporation is fully authorized and its officers are empowered
to cause the Corporation to perfoiin its obligations contemplated under the Documents and to
which the Partnership or the Corporation are a party.
[Signature Page to Follow]
2
IN WI
sign these
SS WHEREOF, the undersigned Secretary of the Corporation does hereby
as a record of the meeting.
Marco Antonia. ` Secretary
3
PACIFIC SOUTHWEST COMMUNITY DEVELOPMENT CORPORATION,
a California nonprofit public benefit corporation
SECRETARY'S CERTIFICATE
I, Marco A. Reyes, Secretary of Pacific Southwest Community Development
Corporation, a California nonprofit public benefit corporation (the "Corporation"), hereby
certify as of the date of my signature below, that attached hereto is a true, correct and complete
copy of the resolutions of the Board of Directors of the Corporation adopted at a meeting of the
Board of Directors of the Corporation, which was held telephonically on July , 2021 and at
which a quorum of the Board of Directors was established; such resolutions have not been
substantively amended, modified or rescinded and remain in full force and effect; and such
resolutions shall govern in case of conflict with any prior resolutions of the Corporation's Board
of Directors relating to the transactions described therein.
IN WITNESS WHEREOF, I have hereunto signed my name
Dated: ? Z q , 2021
Marco A. Reyes
Secretary
I, Robert W. Laing, Executive Director/President of the Corporation, hereby certify that
Marco A. Reyes is the duly elected, qualified and acting Secretary of the Corporation and that
the signature appearing above is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: 7/Z 4 , 2021
Robert W. Laing
Executive Director/President
CERTIFICATE
The undersigned, as an officer of Pacific Southwest Community Development
Corporation, a California nonprofit public benefit corporation (the "Corporation"), as general
partner of Block 55 Residential, LP, a Florida limited partnership (the "Partnership"), does
hereby certify that:
(a) the Certificate of Limited Partnership, as amended, of the Partnership, true, correct
and complete copies of which are attached hereto as Exhibit A, are currently in full
force and effect; and
(b) the Amended and Restated Agreement of Limited Partnership of the Partnership, a
true, correct and complete copy of which is attached hereto as Exhibit B, are
currently in full force and effect; and
(c)
attached hereto as Exhibit C is a true, correct and complete copy of that certain
Partnership Certificate of Authority (existing partners) and that certain Partnership
Certificate of Authority (investment partners) of the Partnership; such authorization
has not been amended, rescinded or revoked and remains in full force and effect on
the date hereof; and
(d) attached hereto as Exhibit D is a Certificate of Good Standing issued by the Florida
Department of State for the Partnership; and
(e) As of the date hereof, the person(s) named below are duly elected officers of the
Corporation, as general partner of the Partnership, holding the offices as shown, and
the respective signature set forth opposite their names are the genuine and originals
of each respectively:
Name
Title Siznatu
Robert W. Laing Executive Director/
President
Juan P. Arroyo Executive Vice President
Marco Antonio Reyes Secretary
Dated as of the ZQ day of /, , 2021.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
4836-4729-8792 v.3