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HomeMy WebLinkAbout25889AGREEMENT INFORMATION AGREEMENT NUMBER 25889 NAME/TYPE OF AGREEMENT OMNI CRA & 14TH STREET DEVELOPMENT, LLC DESCRIPTION AMENDED & RESTATED PROMISSORY NOTE (CRA FUNDS)/MIXED-USE & MIXED INCOME PROJECT/FILE ID: 18194/CRA-R-25-0055 EFFECTIVE DATE December 19, 2025 • ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 12/22/2025 NOTE abgA $27,000,000.00 AMENDED AND RESTATED PROMISSORY NOTE (CRA FUNDS) FOR 14th Street Development, LLC Miami, Florida -—e-• La ,2025 FOR VALUE RECEIVED the undersigned, 14th STREET DEVELOPMENT, LLC, a Florida limited liability company (hereinafter referred to as the "Maker") at 1600 NE 1st Avenue, Suite 3800, Miami, Florida 33132, promises to pay to the order of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as the "Lender" or "CRA"), at 1401 N. Miami Avenue, Miami, FL, 33136, or such other location or address as the Lender may direct in writing from time to time, the principal sum of Twenty -Seven Million and 00/100 Dollars ($27,000,000.00) (the "CRA Loan"), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a CRA Loan from the Lender to the Maker for development and construction costs for the 14th Street Development Project, a rental Project, as described more fully in that certain Forgivable Project Loan Agreement for 14th Street Development, 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 Mortgage and Security Agreement — Construction Loan (the "Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to real property located at 1445 North Miami Avenue, 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 grace, notice and/or cure period or waiver 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 following written notice from Lender to Maker and the expiration of a ten (10) business day cure period; (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 grace, notice and/or cure period set forth in the 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 Loan Agreement, the Mortgage, the Covenant, any of the other Loan Documents or other CRA 14th Street Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the CRA 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 in addition to any other remedies provided in the Loan Agreement, the Unamortized Amount of the CRA Funds disbursed, together with interest Page 1 of 6 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, 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 grace, notice and/or 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 the right of payment to the prior payment in full of third -party indebtedness ("Senior Financing") executed by Maker in favor of such third -party lender (the "Senior Lender"). Notwithstanding the foregoing, in no event shall the CRA's position or priority of indebtedness be subordinated beyond 3rd priority lien to Senior Financing. 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 outstanding principal balance hereof. Each maker, endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the CRA Loan evidenced by this Promissory Note (each an "Other Party"), hereby consents to any renewals, extensions, modifications, releases of security or any indulgence agreed to in writing between the Lender and Maker, without notice to such Other Party, and each Other Party jointly and severally agrees that he/she/it 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 Page 2 of 6 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 lesser of (i) twelve percent (12%) per annum, or (ii) the highest rate allowable by law commencing on the date immediately following the day upon which the payment was due (such lesser rate being the "Default Rate"). Upon the occurrence (and during the continuance) of any Event of Default as defined herein or an Event of Default as defined in the Loan Agreement, the Unamortized Amount and all other sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate from the date of Event of Default. 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. The terms of this Promissory Note may not be changed orally. Notwithstanding anything to the contrary in this Promissory Note and/or 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 CRA 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 CRA LOAN EVIDENCED BY THIS PROMISSORY NOTE. For as long as HUD is the insurer or holder of the Senior Note (as such term and other capitalized terms are defined in the form Subordination Agreement, [HUD-92420M]) on FHA Project No. 066-35399, the following provisions ("HUD Provisions") shall be in full force and effect: (1) any payments due under the Subordinate Note shall be payable only (i) from Surplus Cash of the Project; but in no event greater than seventy-five percent (75%) of the total amount of Surplus Cash; or (ii) from monies received from Non -Project Sources. In no event may payments due under all subordinate debt of Maker cumulatively exceed 75% of available Surplus Cash. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by the Subordinate Note; (2) no prepayment of the Subordinate Note shall be made until after final endorsement by HUD of the Senior Note, unless such prepayment is made from Non -Project Sources and is approved in writing by HUD. Page 3 of 6 (3) this Subordinate Note is non-negotiable and may not be sold, transferred, assigned, or pledged by the Subordinate Lender except with the prior written approval of HUD; (4) interest on the Subordinate Note shall not be compounded as long as HUD is the insurer or holder of the Note secured by the Security Instrument; (5) Maker hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Subordinate Note; (6) the terms and provisions of this Subordinate Note are also for the benefit of and are enforceable by HUD against any party hereto, their successors and assigns. This Subordinate Note may not be modified or amended, with the exception of clerical errors or administrative correction of non -substantive matters, without HUD's prior written consent; and (7) in the event of any conflict between the terms of the Subordinate Note and the HUD Provisions, the terms of the HUD Provisions shall control. [Signature Page Follows] Page 4 of 6 IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal the day and year first above written. WITNESSES: MAKER: 14th STREET DEVELOPMENT, LLC, a Florida limited liability company By NR Manager, L •C, a Florida limited liability company, its Mana;,er By: Nir Shoshani, Manager Date: AZ - 4, '2-X- Page 5 of 6 Attachment 1 14TH Street Development Project at 1445 North Miami Avenue, Miami, Florida 33146 in the County of Miami -Dade, State of Florida. Payment of the Unamortized Amount, 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 unless otherwise provided by the Loan Documents of even date herewith. Interest on funds outstanding shall accrue as follows: The CRA Loan shall bear zero percent (0%) interest during the term of the Project. Upon Maker's receipt of the first disbursement of Funds, the CRA Loan will be converted to a loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with the entire Unamortized Amount, and other charges due at maturity. If during the Affordability Period, as defined in the Loan Agreement of even date herewith, any CRA Assisted Unit fails to comply, beyond any applicable cure period, with the affordability requirements of the applicable funding source, the Loan Agreement and/or the other Loan Documents, the Maker shall repay to the Lender all funds received by the Maker pursuant to this Note, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents. Notwithstanding anything in this Promissory Note or any of the other Loan Documents to the contrary, the CRA Loan shall be forgiven pursuant to the terms of 2.6.1 of the Loan Agreement. a5° Page 6 of 6