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HomeMy WebLinkAbout25650AGREEMENT INFORMATION AGREEMENT NUMBER 25650 NAME/TYPE OF AGREEMENT 5215 FLAGLER STREET, LLC DESCRIPTION PROMISSORY NOTE/FLAGLER VILLAS $3,500,000/FILE ID: 17237/R-25-0061/MATTER ID: 25-850/#90 EFFECTIVE DATE July 2, 2025 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 7/9/2025 NOTE COPY PROMISSORY NOTE 5215 FLAGLER STREET, LLC (CPF) $3,500,000.00 wQ5 Miami, Florida July 2, 2025 FOR VALUE RECEIVED the undersigned, 5215 FLAGLER STREET, LLC, a Florida limited liability company (hereinafter referred to as the "Maker") whose address is 2850 Tigertail Avenue, Suite 800, Miami, FL 33133, 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 Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000.00), 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 Flagler Villas, a rental Project, as described more fully in that certain Community Project Funding Loan Agreement for 5215 Flagler Street, LLC 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 Leasehold Mortgage and Security Agreement (the "Mortgage") and the other Loan Documents in favor of the Lender, relating to real property located at 5215 Flagler Street, Miami, Florida 33134 (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, 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 Miami For Everyone 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 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, Page 1 of 5 now existing or hereafter created, acquired or contracted, of the Maker to the Lender. 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 prior payment in full of the Permitted Senior Financing. The Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to documents governing any Permitted Senior Financing, as more particularly set forth in one or more subordination agreements to be entered into by the Lender and the Permitted Senior Lenders. The rights and remedies of the Lender and each subsequent holder of this Promissory Note under the Mortgage securing this Promissory Note shall be subject to the restrictions and limitations set forth in such subordination agreements. 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. 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 Page 2 of 5 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 orally changed, modified, terminated, or discharged, in whole or in part. Except as provided in the Loan Documents, 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] Remainder of page intentionally left blank. Page 3 of 5 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. PROJECT SPONSOR'S ADDRESS: 5215 Flagler Street, LLC 2850 Tigertail Avenue, Suite 800 Miami, FL 33133 Attention: Tony Del Pozzo STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: MAKER: 5215 FLAGLER STREET, LLC, a Florida limited liability company BY: 5215 Flagler Street Manager, LLC, a Florida limited liability company, Its manager By, 10.e/V Tony Del Pozzo Title: Vice President ACKNOWLEDGMENT The foregoing insteat was acknowledged before me by means of f�' physical presence or O online notarization, thi day of • 2025 by Tony Del Pozzo as Vice President of 5215 Flagler Street Manager, LLC, a Florida limited lia company, the manager of 5215 FLAGLER STREET, LLC, a Florida limited liability company. Shes personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) ;=o`.•Y?� VANESSAPILOTO *•• :*_ MY COMMISSION#HH213353 .•. February jI •^.. oP= EXPIRES:Febl8 2028 �- .T • 0-1111A4- 1 Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 4 of 5 Attachment 1 5215 Flagler, LLC, at 5215 Flagler Street, Miami, Florida 33134 All payments of principal, interest, and all other charges, expenses, and fees set forth in the Loan Documents shall accrue as follows: The principal of this Promissory Note shall bear zero percent (0%) interest from the Effective Date until the seventh (7th) anniversary date following the Close -Out of the Project (as defined in the Loan Agreement). Beginning on the seventh (7th) anniversary date following the Close -Out of the Project, the principal of this Promissory Note shall bear interest at the rate of 0.60% per annum (the "Interest Rate'), simple interest, and Maker shall make annual interest -only payments in the amount of Twenty -One Thousand and 00/100 Dollars ($21,000.00) per year beginning on the eight (8th) anniversary date to Lender based on said Interest Rate, through year thirty (30) following Close -Out of the Project. If during the Affordability Period any City 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. Page 5 of 5