HomeMy WebLinkAbout25383AGREEMENT INFORMATION
AGREEMENT NUMBER
25383
NAME/TYPE OF AGREEMENT
MIAMI-DADE COUNTY
DESCRIPTION
PROMISSORY NOTE/HIDEAWAYS BY THE BAY
($8M)/MATTER ID: 24-3280/#2
EFFECTIVE DATE
January 8, 2025
ATTESTED BY
ATTESTED DATE
DATE RECEIVED FROM ISSUING
DEPT.
1/8/2025
NOTE
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PROMISSORY NOTE (HOME INVESTMENT PARTNERSHIPS-AMERICAN RESCUE
PLAN ACT OF 2021 ("HOME -ARP") FUNDS) FOR
HIDEAWAYS BY THE BAY
$8,000,000.00
Miami, Florida
1Q.rV4rY , 20;4' 5
FOR VALUE RECEIVED the undersigned, MIAMI-DADE COUNTY, a political subdivision
of the State of Florida (hereinafter referred to as the "Maker") at 111 Northwest 1st Street, Miami,
FL 33128, promises to pay to the order of the CITY OF MIAMI (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 Eight Million and 00/100 Dollars
($8,000,000.00), together with interest thereon on funds outstanding as indicated on Attachment 1
hereto.
This Promissory Note (the "Note" or "Promissory Note") evidences a Loan from the
Lender to the Maker for development costs for Hideaways by the Bay, an affordable rental Project,
as described more fully in that certain HOME -ARP Loan Agreement between the Maker and the
Lender of even date herewith (the "HOME -ARP Loan Agreement"). All capitalized terms not
defined herein shall have the meanings provided in the HOME -ARP Loan Agreement.
This Promissory Note is secured by that certain Mortgage and Security Agreement (the
"HOME -ARP Mortgage" or "Mortgage") and the other Loan Documents of even date herewith
executed in favor of the Lender, relating to real property located approximately 10821 Caribbean
Boulevard Miami, Florida 33189 (folio number: 36-6007-027-0010) (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 notice
and/or 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 hereof which shall continue beyond any applicable cure period set
forth in the HOME -ARP Loan Agreement; (d) any uncured breach, following the giving of notice
of breach and the expiration of applicable cure period(s), by the Maker of any of the terms,
covenants or conditions set forth in the HOME -ARP Loan Agreement, the HOME -ARP 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 as provided in the HOME -ARP Loan Agreement. Upon the
occurrence of any of the foregoing events, and in addition to any other remedies provided in the
HOME -ARP Loan Agreement, the amount of the Funds disbursed, together with interest accrued
thereon at the rate provided herein, all Program Income 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.
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.
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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 HOME -ARP 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 HOME -ARP Loan Agreement. If this Promissory Note becomes in default and is
placed in the hands of an attorney for collection, then each Party hereto shall bear its own
respective costs, expenses, and attorney's fees.
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.
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 described herein or
an Event of Default as defined in the HOME -ARP Loan Agreement, 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 endorser of this Promissory Note, and without any
affirmative action or declaration on the part of the Lender, subject to any applicable cure periods.
In the event of the sale of the 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
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Default Rate from the date of disbursement, without notice to the Maker 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 hereto 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 the Maker and the Lender, or their
respective successors or assigns.
Except as may be provided in the HOME -ARP Loan Agreement, this Promissory Note is
a non -recourse obligation of the Maker and its members and neither Maker nor its members 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 5
WITNESSES:
(-bU( 9JLL
Print Name: Ma N, de w S - 4i71,-' ._
Print Name: ‘7eA nYj 7)J La)1 S
MAKER'S ADDRESS:
Miami -Dade County
111 Northwest 1st Street
Miami, FL 33128
Attention:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
MAKER:
MIAMI-DADE COUNTY, a
subdivision of the State of Florida
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means
online notarization, this g day of L.,-; 2024 by
political
of ®physical presence or O
as of
Miami -Dade County, a po tical subdivision of the State of Florida.
to me or has produced as identification.
(NOTARY PUBLIC SEAL)
. i'e� RONALD LEE BOCK
Fr�'� youry Fj6itc • State of Florida
t y 1 Commiuicfl 9 NH 241777
My :amm, Ex;fires mar 17, 2026
lereec xrw An reCcra vctary Assn.
She/He is personally known
Signature of Person Taking
Acknowledgment
(Printed, Typed, or Stamped Name of Notary
Public)
Serial Number, if any
Page 4 of 5
Attachment 1
Hideaways by the Bay Located at 10821 Caribbean Boulevard Miami, Florida 33189 (folio
number: 36-6007-027-0010)
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/or interest shall be due during
the construction of the Project.
Interest on funds 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 end of the Affordability Period, the entire
indebtednesss and other sums due on the HOME -ARP Loan may be forgiven.
If during the Affordability Period any HOME -ARP Assisted Unit fails to comply, beyond
any applicable cure period, with the affordability requirements of HOME -ARP or the Loan
Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this
Note, all unpaid interest accrued thereon, all Program Income derived therefrom, as described in
HOME -ARP, or in connection therewith, and all unpaid fees, charges and other obligations of the
Maker due under any of the Loan Documents.
PV6'
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