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Home My WebLink About24683AGREEMENT INFORMATION AGREEMENT NUMBER 24683 NAME/TYPE OF AGREEMENT STADIUM TOWER APARTMENTS LLC DESCRIPTION 1ST AMENDMENT TO ARPA LOAN AGREEMENT/FILE ID: 12775/R-22-0420/MATTER ID: 23-2812/#32 EFFECTIVE DATE October 20, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/23/2023 DATE RECEIVED FROM ISSUING DEPT. 12/8/2023 NOTE FIRST AMENDMENT TO ARPA LOAN AGREEMENT FOR STADIUM TOWER APARTMENTS LLC THIS FIRST AMENDMENT TO ARPA LOAN AGREEMENT FOR STADIUM TOWER APARTMENTS LLC (this "Amendment") dated as of OCTOBER..O, 2023 (the "Amendment Effective Date"), is by and between the CITY OF MIAMI, a municipal corporation of the State of Florida ("Lender" of "City"), and STADIUM TOWER APARTMENTS LLC, a Florida limited liability company ("Borrower" or "Project Sponsor"). RECITALS WHEREAS, Lender and Borrower entered into that certain ARPA LOAN AGREEMENT FOR STADIUM TOWER APARTMENTS LLC dated as of DECEMBER 19, 2022 (as amended, modified or restated from time to time, the "Agreement") pursuant to which Lender agreed to make the Loan available to Borrower on the terms and conditions set forth therein; and WHEREAS, the parties desire to amend the Agreement pursuant to the terms and conditions set forth herein; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby. 2. Amendments. The following notice parties and addresses are hereby added to Section 12.8 ("Notices and Contact") of the Agreement: To investor member of Project Sponsor: TCC Stadium Tower, LLC CDC Special Limited Partner, L.L.C. c/o Truist Community Capital, LLC 303 Peachtree Street, N.E., Suite 2200 Mail Code GA-ATL-0243 Atlanta, GA 30308 With copies to: Nixon Peabody LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Nathan A. Bernard, Esq. 3. Notice and Cure Rights to the Investor Member. Notwithstanding anything to the contrary contained in the Loan Documents, the City shall provide the investor member of Project Sponsor with the opportunity, but not the obligation, to cure any event of default on behalf of the Project Sponsor within any provided cure periods, and the City shall accept such cure as though it was performed by the Project Sponsor. If a cure is being tendered or effected by the Investor Member, then the Investor Member shall provide written notice to the City that the cure is being tendered or effected by the Investor Member on behalf of the Project Sponsor. The Lender retains the sole right to reject any cure being tendered or effected by the Project Sponsor or Investor Member if in Lender's sole discretion the cure being tendered or effected does not adequately cure the event of default. Notwithstanding the foregoing, failure by City to deliver any such notice to the investor member shall not impair the City's rights and remedies FIRST AMENDMENT TO ARPA LOAN AGREEMENT — PAGE 1 STADIUM TOWER APARTMENTS LLC hereunder or under any of the other Loan Documents. This provision shall not be construed to provide the Investor Member any rights pursuant to the Loan Documents or any third -party rights pursuant to the Loan Documents. 4. Ratifications. Except as expressly modified and superseded by this Amendment, the Loan Documents are ratified and confirmed and continue in full force and effect. The Loan Documents, as modified by this Amendment, continue to be legal, valid, binding and enforceable in accordance with their respective terms. 5. Representations, Warranties and Confirmations. Borrower hereby represents and warrants to Lender that (a) this Amendment and any other Loan Documents to be delivered under this Amendment (if any) have been duly executed and delivered by Borrower, are valid and binding upon Borrower and are enforceable against Borrower in accordance with their terms, except as limited by any applicable bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and except to the extent specific remedies may generally be limited by equitable principles, (b) no action of, or filing with, any governmental authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance by Borrower of this Amendment or any other Loan Document to be delivered under this Amendment, and (c) the execution, delivery and performance by Borrower of this Amendment and any other Loan Documents to be delivered under this Amendment do not require the consent of any other person that has not been obtained and do not and will not constitute a violation of any laws, agreements or understandings to which Borrower is a party or by which Borrower is bound. 6. Multiple Counterparts. This Amendment may be executed in a number of identical separate counterparts, each of which for all purposes is to be deemed an original, but all of which shall constitute, collectively, one agreement. Signature pages to this Amendment may be detached from multiple separate counterparts and attached to the same document and a telecopy or other facsimile of any such executed signature page shall be valid as an original. 7. Reference to Agreement. As of the Amendment Effective Date, each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof containing a reference to the Agreement shall mean and refer to the Agreement as amended hereby. 8. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 9. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. FIRST AMENDMENT TO ARPA LOAN AGREEMENT — PAGE 2 STADIUM TOWER APARTMENTS LLC IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written. LENDER: CITY OF MIAMI, a municipal Corporation 9€ the State of Florida Arthur Noriega V City Manager APPROVE REQUI ate: CE Ann -Mari Sh rpe Date: Director STATE OF FLORIDA ) ss: COUNTY OF DADE The foregoing instrument was agknowledged before me this t day of L\Uhe ✓ , 2023 by personal presence or online notarization by lirll�r„ ( ►� pr U. , as ( GnA , ( of Miami - Dade County, Florida. ATTEST: Todd Hannon City Clerk l C? /�.3 p`�,0.a3 APPROVED AS TO FORM AND CORRECTNESS: f� City Attorney d 3t,� Personally Known Produced Identification ❑ Type of Identification: ❑ Did ❑ Did Not Take an Oath NOTARY STAMP s o SANDRA GILBERT :; MY COMMISSION # HH 112572 H9 EXPIRES: April 20, 2025 , off, f`, Bonded Thru Notary Public Underwriters BORROWER: STADIUM TOWER APARTMEN Florida limited liability company By: Stadium Florida limited STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) LC, a ager The foregoing instrument was acknowledge;+ - fore me this '1'IY day of ? d .a 2023 by V ersonal presence or online notarization Lewis V. Swezy, Manager of Stadium Tower partments MM LLC, a Florida limited liability company, as manager of Stadium Tower Apartments LLC, a Florida limited liability company. Personally Known Produced Identification ❑ Type of Identification: ❑ Did Z.Did Not Take an Oath NOTARY ST Notary Public State of Florida Carol E Morales 111 My Commission HH 345994 Expires 1/3/2027 AT LARGE I , STATE OF FLORIDA 1.40