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HomeMy WebLinkAbout25660AGREEMENT INFORMATION AGREEMENT NUMBER 25660 NAME/TYPE OF AGREEMENT GROVE PROSPERITY PARTNERS LLC DESCRIPTION PROMISSORY NOTE/DEVELOPMENT OF GRAND BAHAMAS PLACE HOMEOWNERSHIP PROJECT/3655-3659 GRAND AVE & 3650 FLORIDA AVE/$4,120,000.00 /FILE ID: 17306/R-25- 0104/MATTER ID: 25-555/ #44 EFFECTIVE DATE June 11, 2025 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 7/10/2025 NOTE PROMISSORY NOTE GROVE PROSPERITY PARTNERS LLC (MIAMI FOREVER BOND FUNDS) Miami, Florida $4,210,000.00 Zu u e I I TK 2025 FOR VALUE RECEIVED the undersigned, GROVE PROSPERITY PARTNERS LLC, a Florida limited liability company (hereinafter referred to as the "Maker"), promises to pay to the order of the CITY OF MIAMI (hereinafter referred to as the "Lender"), at 444 S.W. 2°a Avenue, Miami, Florida 33130, or such other location or address as the Lender may direct from time to time, the principal sum of Four Million Two Hundred Ten Thousand and 00/100 Dollars ($4,210,000.00), 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 acquisition, development and construction costs for Grand Bahamas Place, a Project, and the Property, 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 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 3655-3659 Grand Ave and 3650 Florida Ave 33133 (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, each 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 as provided in the Loan Agreement. Upon the occurrence of any of the foregoing events and the expiration of any applicable cure periods, 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 Page 1 of 5 or contingent, 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 indebtedness evidenced by (i) Florida Loan Community Loan Fund Loan and (ii) any other Permitted Senior Financing up to the amount set forth in the Loan Agreement. 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 of the Permitted Senior Financing, as more fully set forth in the Subordination Agreement, if any. 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. 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 5 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) calendar 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 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 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 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. MAKER: GROVE PROSPERITY PARTNERS LLC, a Florida limited liability company By: Ellen `Buckley Title: Manager GROVE PROSPERITY PARTNERS, LLC Grove Prosperity Partners, LLC 1825 Ponce De Leon Boulevard, #379 Miami, FL 33134 Attention: Ellen Buckley ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing instrument was acknowledged before me by means of Cil-physical presence or O online notarization, this Qiday of" )) � , 2025 by Ellen Buckley as Manager of Grove Prosperity Partners LLC, a Florida limited liabilitycompany. She/He is personally known to me or has produced OZ(vtvj iteilk as identification. (NOTARY PUBLIC SEAL) •2ocrgi Puee JASON GARCIA Commission # HH 111010 � ,oe Expires July 30, 2025 9r"OFA,o BondedThftl BudgetNotary Services ature of Person Taking owledgment ted, Typed, or Stamped Name of Notary ic) \D Serial Number, if any Page 4 of 5 Attachment 1 Grand Bahamas Place at 3655-3659 Grand Ave and 3650 Florida Ave 33133 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 for thirty (30) years commencing on the Effective Date (such period is the "Affordability Period"), subject to the terms of the Agreement. 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 Close -Out of the Project, the loan will be converted to a construction loan that will be converted into permanent first-time homebuyer loans amongst the fifty-six (56) homeownership units. Each homebuyer will then take on a portion of the original construction loan as a subordinate mortgage. Each subordinate mortgage will carry zero percent (0%) interest and will be non -amortizing. Each subordinate mortgage will be a deferred payment 30-year loan whose principal will be forgiven at the end of maturity provided that the homeowner resides in the house as their primary residence. Notwithstanding anything contained herein to the contrary, once construction is complete and a Certificate of Completion is received by the City, a $10,000 portion of the loan will be automatically forgiven leaving the outstanding balance of Four Million Two Hundred Thousand and 00/100 ($4,200,000.00) to be repaid. For each Bond Assisted Unit sold to a Low Income Homebuyer approved by the Lender in accordance with the terms of the Loan Agreement, the Lender shall release such Bond Assisted Unit from the lien of the mortgage and shall cancel a portion of the indebtedness repayable on the Loan in the amount of Eighty Two Thousand Six Hundred Thirty Eight and 00/100 ($82,638.00) for each one bedroom unit sold from the Project or One Hundred Thousand Four Hundred and Ninety and 00/100 Dollars ($100,490.00) for each two bedroom unit sold from the Project. Page 5 of 5