HomeMy WebLinkAbout26226AGREEMENT INFORMATION
AGREEMENT NUMBER
26226
NAME/TYPE OF AGREEMENT
LAFAYETTE SQUARE, LLC & LAFAYETTE SQUARE, L.T.D &
GH LAFAYETTE SQUARE L.P.
DESCRIPTION
ASSIGNMENT & ASSUMPTION, & GLOBAL MODIFIATION OF
MORTGAGE, REGULATORY AGREEMENTS & OTHER LOAN
DOCUMENTS/PARCEL I & PARCEL II LAFAYETTE
SQUARE/MATTER ID: 26-734 #53
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/28/2026
DATE RECEIVED FROM ISSUING
DEPT.
7/29/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Housing and Community Development
DEPT. CONTACT PERSON: Maria T Ason
NAME OF CONTRACTUAL PARTY/ENTITY: Lafayette Square, LLC and GH.Lafayette Square, L.P.
IS THIS AGREEMENT TO BE EXPEDITED/RUSH:
TOTAL CONTRACT AMOUNT: $
EXT. 1971
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICE AGREEMENT
0 GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
+OTHER (PLEASE SPECIFY):
Execute Assignment and Assumption,
7 YES — NO
FUNDING INVOLVED? YES J NO
❑ PUBLIC WORKS AGREEMENT
0 MAINTENANCE AGREEMENT
0 INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
and Subordination Agreements
PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITONAL PAGES IF NECESSARY):
Execute Assignment and Assumption loan
documents and Subordination Agreement in connection with an affordability project known as Lafayette Square.
COMMISSION APPROVAL DATE: FILE ID: ENACTMENT No.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: HCLC approval 3/25/26
ROUTING INFORMATION
DATE
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENT DIRECTOR/
DESIGNEE
PRINT: VICTOR TUR4
SIGNATURE: 7
JOH QUADE
APPROVAL BY RISK MANAGEMENT
N/A
PRINT: DAVID RUIZ JD CPCU
SIGNATURE:
APPROVAL BY CITY ATTORNEY
(_1(1)--
7z2• P4-
PRINT: GEORGE K. WYSONG
SIGNATU: /�
1I1
APP OVAL BY ASSISTANT CITY MANAGER-7
7Adi-/46.
PRINT: ERICA PA HAL DA -t G
SIGNATURE: A
APPROVAL BY DEPUTY CITY MANAGER
7/2-q/26
PRINT: NATASHA COLE OOK-WI LIAMS
SIGNATURE: e c...#.%�
APPROVAL BY CITY MANAGER
- 1 V l'7&
PRINT: JAMES RE /ES
SIGNATURE:
APPROVAL BY CITY CLERK
/26
PRINT: TODD B. A..et:)-8'
SIGNATURE:
N
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
This Instrument Was Prepared By:
Laura Lefebvre Balard, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler St., Suite 2200
Ivliami, Florida 33130
Record and Return To:
Maria T. Ason
Contract Compliance Analyst
City of Miami
Department of Housing and Community Development
444 S.W. 2nd Avenue
Miami, FL 33130-1910
ASSIGNMENT AND ASSUMPTION, AND GLOBAL MODIFICATION OF
MORTGAGE, REGULATORY AGREEMENTS AND OTHER LOAN DOCUMENTS
THIS CONSOLIDATION, ASSIGNMENT AND ASSUMPTION, AND GLOBAL
MODIFICATION OF MORTGAGE AND OTHER LOAN DOCUMENTS (the "Agreement"),
is made and entered into as of the day of [ ], 2026 (the "Effective Date"), by and
between LAFAYETTE SQUARE, LLC, a Florida limited liability company (the "GP"), whose
address is 120 Forbes Boulevard, Suite 180, Mansfield, Massachusetts 02048 LAFAYETTE
SQUARE, LTD., a Florida limited partnership (the "Seller", and together with the GP, the
"Assignor"), whose address is 120 Forbes Boulevard, Suite 180, Mansfield, Massachusetts 02048,
and GH LAFAYETTE SQUARE, L.P., a Delaware limited partnership (the "Assignee") whose
address is 591 West Putnam Avenue, Greenwich, Connecticut 06830, arid the CITY OF MIAMI,
a municipal corporation of the State of Florida (the "City") , with offices at 444 S.W. 2nd Avenue,
Miami, Florida 33130-1910.
WHEREAS, Seller is the owner of a multifamily residential apartment project known as
Lafayette Square, located on certain property in Miami -Dade County, Florida more particularly
described in Exhibit "A" attached hereto ("the Property");
WHEREAS, on or about November 6, 2007, the City made two loans to the GP in the
aggregate original principal amount of Two Million and No/100 Dollars ($2,000,000.00)
(collectiyely; the "City Loan"), evidenced by (i) a promissory note dated November 6, 2007, in
,the original -principal amount of $1,050,062, (ii) a promissory note dated November 6, 2007, in the
original principal amount of $949,938 (collectively, the "Original Note"), and (iii) two Loan
*Agreements by and between the City and the GP dated as of November 6, 2007 (collectively, the
`;`Loan Agreement", and together with the Original Note, the "Loan Documents"); and secured
inter altar:.by that certain Collateral Assignment of Mortgage and Other Loan Documents in favor
Of the City dated as of November 6, 2007 and recorded in Official Records Book 26144, Page
1231 of pie Public Records of Miami -Dade County, Florida (the "Public Records") encumbering
the Property (the "Collateral Assignment");
WHEREAS, simultaneously with the City Loan, the GP made two loans to the Assignor in
the aggregate original principal amount of Two Million and No/100 Dollars ($2,000,000.00)
(collectively, the "Re -Loan"), evidenced by (i) an amended and restated promissory note dated
November 6, 2007, in the original principal amount of $1,050,062, and (ii) an amended and
restated promissory note dated November 6, 2007, in the original principal amount of $949,938
Error! Unknown document property name.
(collectively, the "A&R Note"); and secured inter alia by that certain Mortgage Deed recorded in
Official Records Book 24974, Page 3554, as assigned to the GP by Assignment of Mortgage and
Promissory Note recorded in Official Records Book 24974, Page 3554 of the Public Records, as
amended and restated by that certain Mortgage and Security Agreement encumbering the Property
and recorded in Official Records Book 26144, Page 1195 of the Public Records (collectively, the
"Mortgage"). The Mortgage was collaterally assigned to the City pursuant to the Collateral
Assignment;
WHEREAS, to induce the City to make the City Loan, the Seller simultaneously entered
into that certain Declaration of Restrictive Covenants in favor of the GP recorded in Official
Records Book 26144, Page 1217 (the "DOR") encumbering the Property, and (ii) that certain Rent
Regulatory Agreement in favor of the GP recorded in Official Records Book 26144, Page 1222
(the "RRA", and together with the DOR, the "Regulatory Agreements") encumbering the
Property. The Regulatory Agreements were collaterally assigned by the GP to the City by the
Collateral Assignment;
WHEREAS, Seller has agreed to sell the Property and Assignee has agreed to purchase the
Property (the "Transfer") pursuant to that certain Purchase and Sale Agreement dated as of
November 13, 2025 (as amended, the "PSA");
WHEREAS, in connection with the Transfer, Assignee desires to assume and Assignor
desires to assign the City Loan as evidenced by the Original Note, and the Loan Documents;
WHEREAS, in connection with the Transfer, Assignee desires to assume and Assignor
desires to assign the Regulatory Agreements;
WHEREAS, the GP and Seller will be releasing the Re -Loan.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable considerations, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions and Recitals. All capitalized terms used in this Agreement and
not otherwise defined herein shall have the same meanings as set forth in the Loan Documents,
unless the context clearly requires otherwise. The recitals hereinabove contained are true and
correct and are incorporated into and made a part hereof.
• 2. Assumption of Obligations under Loan Documents. From and after the
Effective Date, Assignee hereby accepts and assumes to the extent provided herein, and Assignor
is hereby released from, all of Assignor's rights, title, interest and obligations, including such
"payment and performance obligations as set forth in the Loan Documents and the Mortgage.
c..
c.=• ` 3. Assumption of Indebtedness. The Assignee hereby assumes the City Loan.
For avoidance of doubt, as of the Effective Date, the City Loan consists of the following
outstanding principal amounts: (a) Nine Hundred Forty Nine Thousand Nine Hundred Thirty Eight
00/100 Dollars ($949,938.00), bearing interest at the rate of zero percent (0%) per annum through
November 6, 2025, and thereafter at the rate of one percent (l %) simple interest per annum
commencing November 7, 2025, with unpaid accrued interest of $5,803,73, and (b) One Million
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Forty -Two Thousand Five Hundred Seventeen and 00/100 Dollars ($1,042,517.00), bearing
interest at the rate of zero percent (0%) per annum. through November 6, 2025, and thereafter at
the rate of one percent (1%) simple interest per annunu commencing November 7, 2025, with
unpaid accrued interest of $6,397.91. The aggregate principal amount of the City Loan assumed
by Assignee is One Million Nine Hundred Ninety -Two Thousand Four Hundred Fifty -Five and
00/100 Dollarsand ($1,992,455.00). The principal and accrued interest on the City Loan shall be
payable in five (5) annual installments of interest only, commencing on November 6, 2026, and
continuing on November 6 of each year thereafter through and including November 6, 2030.
4. Assignment of Loan and Loan Documents. Assignor hereby assigns,
transfers, and sets over unto Assignee all of Assignor's rights, benefits, title, interest, and
obligations conferred to Assignor in the Loan Documents and the Mortgage, including without
limitation, all of the benefits, duties, liabilities and obligations of the Assignor under the Loan
Documents and the Mortgage, each as modified by the terms of this Agreement, which assignment
shall be effective as of the Effective Date.
5. Assumption of Obligations under Regulatory Agreements. From and after
the Effective Date, Assignee hereby accepts and assumes to the extent provided herein, and the
Seller is hereby released from, all of the Seller's rights, title, interest and obligations set forth in
the Regulatory Agreements. Notwithstanding any provision to the contrary in this Assignment or
in the Regulatory Agreements as assumed hereby, Assignee and its members, partners and/or
manager(s) shall have no responsibility, obligation or other liability to the City, to the Seller or
any member, shareholder, director or manager of Assignor, to any obligations under the Loan
Documents related to tenant or former tenant of the Property for: (a) any breach or default by Seller
under the Regulatory Agreements, occurring, accruing, arising or relating to any time prior to the
Effective Date; (b) all obligations of Seller which arise from events, actions or omissions that
occurred during Seller's ownership and operation of the Property at any time prior to the Effective
Date; and (c) any obligation or liability in connection with any violation of, or misrepresentation
by Seller during the period of time Seller owned its interest in the Property.
6. Assumption of Rights under Regulatory Agreements. From and after the
Effective Date, the GP hereby assigned to the City and the City hereby accepts and assumes all of
the GP's rights, title and interest set forth in the Regulatory Agreements.
7. Release of Re -Loan. As consideration for the Transfer and Assignee's
assumption of the City Loan, and subject to the terms of this Agreement, the GP and the Seller
each hereby release the other from all rights, obligations and liabilities under the Re -Loan and,
excluding the Mortgage, any documents related thereto and all such documents shall be considered
null and void. Notwithstanding the foregoing, the Mortgage shall remain an active lien on the
Property pursuant and subject to the terms of Section 8 of this Agreement.
8. Assignment of Mortgage and Termination of Collateral Assignment of
Mortgage. From and after the Effective date, Assignor hereby assigns, transfers and sets over unto
the City all of Assignor's rights, benefits, title, interest, and obligations conferred to Assignor
under the Mortgage. Subject to the terms of this Agreement, the Collateral Assignment shall be
and hereby is terminated and shall be of no further force or effect.
Error! Unknown document property name.
9. Amendments to the Loan Documents and Regulatory Agreements.
(a) All references in the Loan Documents to the terms "Borrower",
"Mortgagor", "Developer", or "Project Sponsor", as applicable, are
hereby revised to mean GH LAFAYETTE SQUARE, L.P., a Delaware
limited partnership.
(b) All references in the Mortgage to the term "Mortgagee" are hereby
revised to mean THE CITY OF MIAMI, a municipal corporation of the
State of Florida.
(c) All references in the Regulatory Agreements to the term `Borrower" are
hereby revised to mean GH LAFAYETTE SQUARE, L.P., a Delaware
limited partnership.
(d) All references in the Regulatory Agreements to the term "Lender" are
hereby revised to mean THE CITY OF MIAMI, a municipal corporation
of the State of Florida.
10. Assignor's Representations and Warranties. The Assignor covenants and
represents unto Assignee that (a) prior to the execution hereof, other than the Collateral
Assignment, which has been terminated under Section 8 of this Agreement, Assignor has not sold,
transferred, assigned, conveyed, pledged or endorsed any right, title or interest in the Loan
Documents to any person or entity other than Assignee, (b) subject to the City's consent set forth
in Section 11 hereof, Assignor has full right, power and authority to sell and assign the same to
Assignee, to execute and deliver this Assignment and to engage in the transaction contemplated
hereby, (c) other than the City Loan, there are no outstanding unpaid loans from the City to the
Assignor, and (d) Assignor has substantially complied with the terms and conditions of the
Regulatory Agreements and Assignor has not received any written notice of default under or
noncompliance with the Regulatory Agreements.
11. Consent by the City of Miami. The City hereby consents to the following:
(a) the sale, assignment and transfer of all right, title and interest of the Assignor's interest in
Property to Assignee; (b) the assignment and transfer to Assignee of all rights and benefits
conferred on Assignor and its affiliates under the Loan Documents and Regulatory Agreements,
(c) the assumption by Assignee of those obligations and liabilities of Assignor under the Loan
Documents and Regulatory Agreements, and (d) the assumption by the City of the GP's rights and
obligations under the Regulatory Agreements.
12. The City's Representations and Warranties. The City represents and
warrants to Assignor and Assignee that:
(a) The undersigned signatory on behalf of the City has the requisite
capacity and authority to execute this Assignment on behalf of the City
and to legally bind the City to the terms and provisions hereof.
(b) From and after the Effective Date, the City will recognize the right of
Assignee to exercise all rights and benefits conferred upon Assignor and
Error! Unknown document property name.
its affiliates under the Loan Documents, and shall be bound by all the
terms and conditions in the Loan Documents.
(c) As of the Effective Date: (i) the aggregate principal amount owing under
the Loan Documents is One Million Nine Hundred - Ninety -Two
Thousand Four Hundred Fifty -Five and 00/100 Dollarsand
($1,992,455.00), and (iii) Assignor is not in default with respect to its
obligations under the Loan Documents.
(d) From and after the Effective Date, the City will recognize Assignee, of
its designee, to have assumed the rights of Assignor, to the benefits
conferred under the Original Note and Loan Documents, including,
without limitation, the right to have any unpaid accrued interest and any
outstanding principal of the City Loan forgiven upon Assignee meeting
the conditions set forth in the Original Note.
(e) The City has not given Assignor any notice of (i)
noncompliance with the Regulatory Agreements.
13. Notices. Any notices regarding this Assignment or
Documents will be provided to:
Assignor:
Lafayette Square, Ltd
Lafayette Square, LLC
120 Forbes Boulevard
Mansfield, Massachusetts 02048
Attn: Roger Yorkshaitis
Email: yorkshaitisr@gatehousemgt.com
With a copy to:
Stearns Weaver Miller Weissler
Alhadeff and Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
Attn: Brian J. McDonough, Esq.
Email: bmcdonough@stearnsweaver.com
Assignee:
GH Lafayette Square, L.P.
c/o Stanwood Capital Group Global, L.P.
591 West Putnam Avenue
Greenwich, Connecticut 06830
Attn: Hays Meyer
Email: hays.meyer@starwood.com
With a copy to:
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default under, or (ii)
the underlying Loan
Nelson Mullins Riley & Scarborough LLP
390 N. Orange Avenue, Suite 1400,
Orlando, Florida 32801
Attn: Yisell Rodriguez, Esq.
Email: ysell.rodriguez@nelsonmullins.com
City:
City:
Department of Housing and Community Development
444 S.W. 2nd Avenue
Miami, Florida 33130-1910
Attention: Victor T. Turner
With a copy to:
George K. Wysong III
City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, Florida 33130
14. Miscellaneous. This Assignment will be construed in accordance with
Florida law and will be recorded in Miami -Dade County, Florida. The recordation of this
Assignment is not intended to affect the priority of the Mortgage or the other Loan Documents,
that are senior in status and priority to any other claims or liens against the Property.
15. Successor and Assigns. The terms, covenants and conditions contained
herein shall bind both the Assignor and the Assignee and their respective heirs, executors, personal
representatives, successors and assigns and shall inure to the benefit of the Assignee, its successors
and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
on the day and year first hereinabove written.
ATTEST:
(3y:
odd Ha
Cit Clerk
Date: '1 a. /ae)
APPROVED AS TO FOR
AND CORRECTNESS:
By: ie
George K. ysong III
City Attorney
`urn —73 4)
STATE OF FLORIDA )
COUNTY OF M1AMI-DADE )
CITY:
CITY OF MIAMI,
of the State of F
By:
icipal corporation
The foregoing instrument was acknowledged before me, by means ophysical presence
or ❑ online notarization, this afl day of :ft) , 2026, by James Reyes as City Manager of
the City of Miami, a municipal corporation of the)state of Florida, on behalf of that city, who
is personally known to me or ❑ has produced
identification.
OFELIA E. GONZALEZ
MY COMMISSION # HH 408741
EXPIRES: August 2, 2027
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Signature:
Print Name:
Title: Notary Public
Serial No., if any:
My commission expires:
as
00��.
.rm A me /lr'
) S S :
COUNTY OF
)
SELLER:
Lafayette Square, Ltd., a Florida limited
partnership
By: Lafayette Square, LLC, a
Florida limited liability company, its
general partner
By: The Gatehouse Group, Inc, a
Massachusetts corporation, its Manager
By:
R
aitis, Treasurer
The foregoing instrument ws ackno ledged before me, by means of Q"physical presence or ❑
online notarization, this —day of , 2026, by Roger Yorkshaitis, as Treasurer of The
Gatehouse Group, Inc, a Massachus tts corporation, as manager of Lafayette Square, LLC, a
Florida limited liability company, as general partner of Lafayette Square, Ltd., a Florida limited
partnership on behalf of the limited partnership, who Yis personally known to me or ❑ has
produced as identification.
KIMBERLEY 8. ROHM
Notary Public, Commonwealth of Massachusetts
My Commission Expires October 06, 2028
Signature:_
Print Name: 7 kivn be4e/ /S . /2o h m
Title: Notary Public
Serial No., if any: N /29
My commission expires: &LIP��-t & o; 0
City Assignment and Modification — Lafayette Square
20/4
GP:
Lafayette Square, LLC, a Florida limited
liability company, its general partner
By: The Gatehouse Group, Inc, a
Massachusetts corporation, its Manager
By:
Cffival ..6e )7tetzdkelti i
STATE -OFF (/ )
) SS:
COUNTY OF
The foregoing instrument wigs acknowledged before me, by means of Q physical presence or ❑
online notarization, this �6 y of 2026, by Roger Yorkshaitis, as Treasurer of The
Gatehouse Group, Inc, a Massachus s corporation, as manager of Lafayette Sque, LLC, a
Florida limited liability company on behalf of the limited liability company, who 0 is personally
known to me or ❑ has produced as identification.
KIMBERLEY B. ROHM
Notary Public, Commonwealth of Massachusetts
My Commission Expires October 08, 2028
Signature:
Print Name: / Kimbe lei/ 6.11°hm
Title: Notary Public /
Serial No., if any: NJFJ
My commission expires: £ h2 e-k- 1,, o olg
City Assignment and Modification — Lafayette Square
STATE OF GEORGIA )
) SS:
COUNTY OF COBB
ASSIGNEE:
GH LAFAYETTE SQUARE, L.P., a
Delaware limited partnership
By: GH Lafayette Square GP, L.L.C, a
Delaware lilted iablity compan
By:
The foregoing instnmlent was acknowledged before me, by means of 121 physical presence or 0
online notarization, this 7th day of July , 2026, by Hays Meyer as Authorized Signatory
of GH Lafayette Square GP, L.L.C, a Delaware limited liability company, as a general partner of
GH LAFAYETTE SQUARE, L.P., a Delaware limited partnership, on behalf of that company and
the partnership, who is personally known to me or 0 has produced
as identification.
Mellany Williamson
NOTARY PUBLIC
COBB COUNTY, GEORGIA
My Commission Expires 03/18/2028
Signatur
Print Nat ie: Mel : y Willia
Title: Notary Public
Serial No., if any:
My commission expires: March 18, 2028
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel I (Fee Parcel)
Tract A of IAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book 165, Page 2, of the
Public Records of Miami -Dade County, Florida.
AND
Percent (Easement Parcel):
Together with the Phase II Parking Garage Area Easement pursuant to that certain Declaration of Restrictive
Covenants and Easements between Lafayette Square, Ltd. and Lafayette Square II, Ltd., over. under, and across
the following described property:
A portion of Tract "B", LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book 165, Page
2, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows:
Commence at the Southwest corner of said Tract "B"; thence North 00° 00' 25" East for 40.93 feet to the Point of
Beginning; thence continue North 00' 00' 25" East for 81.32 feet (the last mentioned two courses being coincident
with the West boundary line of said Tract "8"); thence South 89° 51' 40" East, along a Northerly boundary of said
. Tract "B", for 123.03.feet; ; thence due South, for 81.02 feet; thence West for 123.03 feetto the Point of
Beginning, lying and being in Section 12, Township 53 South, Range 41 East, City of Miami, Miami -Dade County,
Florida.
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