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HomeMy WebLinkAbout26224AGREEMENT INFORMATION AGREEMENT NUMBER 26224 NAME/TYPE OF AGREEMENT LAFAYETTE SQUARE II, LLC, LAFAYETTE SQUARE II, LTD & GH LAFAYETTE PLAZA, L.P. DESCRIPTION ASSIGNMENT & SSUMPTION, & GLOBAL MODIFICATION OF MORTGAGE, REGULATORY AGREEMENTS & OTHERL LOAN DOCUMENTS/TRACT B OF LAFAYETTE SQUARE/MATTER ID: 26-735 #52 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 at�aaLi CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development 4. L DEPT. CONTACT PERSON: Maria T Ason NAME OF CONTRACTUAL PARTY/ENTITY: Lafayette Square II, LLC and GH Lafayette Plaza, L.P. IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ EXT. 1971 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT 0 PROFESSIONAL SERVICE AGREEMENT ❑ GRANT AGREEMENT 0 EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT COTHER (PLEASE SPECIFY): Execute Assignment and Assumption, YES — NO FUNDING INVOLVED? YES J NO 0 PUBLIC WORKS AGREEMENT 0 MAINTENANCE AGREEMENT 0 INTER -LOCAL AGREEMENT 0 LEASE AGREEMENT 0 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 Plaza. 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 T O 7 E SIGNATURE: APPROVAL BY RISK MANAGEMENT N/A PRINT: DAVID RUIZ JD CPCU __may SIGNATURE: APPROVAL BY CITY ATTORNEY 2-(12.--1 F9) PRINT: GEORGE . WYSONG 11I SIGNATUR ie. Pl/r APP OVALVBYASSISTANT CITY MANAGER 1 i 9_4A-co PRINT: ERICA P SCHAL DA- G SIGNATURE: f G APPROVAL BY DEPUTY CITY MANAGER J,,.. .. 7/'J,1//2 PRINT: NATASHA C •. . =ROOK-WILLIAMS 1 • SIGNATURE: ,r •4,..,L1y APPROVAL BY,CITY MANAGER 1 o 74 PRINT: JAMES SIGNATU APPROVAL BY CITY CLERK - /zD /4 PRINT DD B. NON SIGNATURE: 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 Miami, 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 II LLC, a Florida limited liability company (the "GP"), whose address is 120 Forbes Boulevard, Suite 180, Mansfield, Massachusetts 02048, LAFAYETTE SQUARE II, 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 PLAZA, L.P., a Delaware limited partnership (the "Assignee") whose address is 591 West Putnam Avenue, Greenwich, Connecticut 06830, and 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 Plaza, located on certain property in Miami -Dade County, Florida more particularly described in Exhibit "A" attached hereto (the "Property"); WHEREAS, on or about June 5, 2009, the City made a loan to the GP in the original principal amount of One Million One Hundred Sixty -Six Thousand Five Hundred Seven and No/100 Dollars ($1,166,507.00) (the "City Loan"), evidenced by (i) a promissory note dated June 5, 2009, in the original principal amount of $1,166,507 (the "Original Note"), and (ii) a Loan Agrtnents by and between the City and the GP dated as of June 5, 2009 (the "Loan Agreement", k and together with the Original Note, the "Loan Documents"); and secured inter alia by that certain Collateral Assignment of Mortgage and Other Loan Documents in favor of the City dated as of • Chine 5; 2009 and recorded in Official Records Book 27012, Page 1600 of the Public Records of tiff Miani=Dade County, Florida (the "Public Records") encumbering the Property (the "Collateral :•Assignment"); C.) :WHEREAS, simultaneously with the City Loan, the GP made a loan to the Seller in the original principal amount of One Million One Hundred Sixty -Six Thousand Five Hundred Seven and No/100 Dollars ($1,166,507.00) (the "Re -Loan"), evidenced by an amended and restated promissory note dated June 5, 2009, in the original principal amount of $1,166,507 (the "A&R Note"); and secured inter alia by that certain Mortgage Deed recorded in Official Records Book 25725, Page 1812, as assigned to the GP by Assignment of Mortgage and Promissory Note Error! Unknown document property name. recorded in Official Records Book 27012, Page 1537 of the Public Records, as amended and restated by that certain Amended and Restated Mortgage and Security Agreement encumbering the Property and recorded in Official Records Book 27012, Page 1550 of the Public Records (collectively, the "Mortgage"); 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 27012, Page 1569 of the Public Records (the "DOR") encumbering the Property, and (ii) that certain Rent Regulatory Agreement in favor of the GP recorded in Official Records Book 27012, Page 1575 (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 pursuant to the Collateral Assignment; WHEREAS, Seller has agreed to sell the Property to Assignee and Assignee has agreed to purchase the Property from the Seller (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 providedherein, and Assignor is hereby released from, all of Assignor's rights, title, interest and obligations, including such payment antperformance obligations as set forth in the Loan Documents and the Mortgage. 1.; 3. Assumption of Indebtedness. The Assignee hereby assumes the City Loan. or avoidance of doubt, the principal amount of the City Loan being assumed by Assignee is One (2: ZMillioni..?One Hundred Sixty Six Thousand Five Hundred and Seven Dollars and 00/100 01,166;507.00), bearing interest at the rate of zero percent (0%) per annum through June 30, 2037, -and thereafter. -at the rate of one percent (1 %) simple interest per annum commencing July 1, 2037, pith $0 unpaid accrued interest owing under the City Loan. The principal and accrued interest on the CitjLoan.shall be payable in five (5) annual installments of interest only, commencing on July 1, 2038, and continuing on July 1 of each year thereafter through and including July 1, 2042. Error! Unknown document property name. 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. 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 PLAZA, L.P., a Delaware limited partnership. Error! Unknown document property name. (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 PLAZA, 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 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 principal amount owing under the Loan Documents is $1,166,507, (ii) unpaid accrued interest owing under the Error! Unknown document property name. Loan Documents is $0, 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, or 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) default under, or (ii) noncompliance with the Regulatory Agreements. 13. Notices. Any notices regarding this Assignment or the underlying Loan Documents will be provided to: Assignor: Lafayette Square II, Ltd Lafayette Square II 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 Plaza, L.P. c/o Starwood Capital Group Global, L.P. 591 West Putnam Avenue Greenwich, Connecticut 06830 Attn: Hays Meyer Email: hays.meyer@starwood.com With a copy to: Nelson Mullins Riley & Scarborough LLP 390 N. Orange Avenue, Suite 1400, Error! Unknown document property name. Orlando, Florida 3280.1 Attn: Yisell Rodriguez, Esq. Email: yisell.rodriguez@nelsonmullins.com 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] Error! Unknown document property name. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. ATTEST: odd Ha Clerk, Clv a a Date: 0 APPROVED AS TO FOR AND CORRECTNESS: B J l/V George K. ysong III City Attorney U-La —13_)1444- STATE OF FLORIDA COUNTY OF MIAMI-DADE ) CITY: CITY OF MIA of the State unicipal corporation The foregoing instrument was acknowledged before me, by means of physical presence or ❑ online notarization, this P) day of ,TU\ , 2026, by James Reyes as City Manager of, the City of Miami, a municipal corporation of tWe state of Florida, on behalf of that city, wh is personally known to me or ❑ has produced identification. 'aY.P ;g•,'`•�r•, OFELIA E. GONZALEZ MY COMMISSION # NH 408741 EXPIRES: August 2, 2027 Error! Unknown document property name. Signature: Print Name: Title: Notary public Serial No., if any: My commission expires: as SELLER: Lafayette Square II, Ltd., a Florida limited partnership By: Lafayette Square II LLC, a Florida limited liability company, its general partner By: The Gatehouse Group, Inc, a Massachusetts corporation, its Manager By: �iG STATE err (/ /1 ) COUNTY OFSS:4��`� ) The foregoii/ig instrument was acknowledged before me, by means of 0 physical presence or ❑ online notarization, this Relay of , 2026, by Roger Yorkshaitis, as Treasurer of The Gatehouse Group, Inc, a Massachuse t�ation, as manager of Lafayette Square II LLC, a Florida limited liability company, as general partner of Lafay e Square II, Ltd., a Florida limited partnership on behalf of the limited partnership, who is personally known to me or ❑ has produced as identification. KIMBERLEY B. ROHM Notary Public, Commonwealth of Massachusetts My Commission Expires October 06, 2028 City Assignment and Modification — Lafayette Plaza Signature Print Name: [ e%imb�C/ /3 . e4h' Serial No., if any: NVg My commission expires: Oat - DIVA- 4 ,' Dal Title: Notary Public iti_tegimtb6- ) SS: COUNTY OF GP: Lafayette Square II LLC, a Florida limited liability company, its general partner By: The Gatehouse Group, Inc, a Massachusetts corporation, its Manager By: Ro;'?orksh. tis, Treasurer The foregoing instrument whs acknowledged before me, by means of C7 physical presence or D online notarization, thispi3-day of , 2026, by Roger Yorkshaitis, as Treasurer of The Gatehouse Group, Inc, a Massachuse s corporation, as manager of Lafayette Squar I LLC, a Florida limited liability company on behalf of the limited liability company, who Q is personally known to me or D has produced as identification. KIMBERLEY B. ROHM Notary Public, Commonwealth of Massachusetts My Commission Expires October 06, 2028 City Assignment and Modification — Lafayette Plaza fei h--/-7 Print Name:ttfrniVe-: Signature:a Title: Notary Public Serial No., if any: My commission expires: /V / A o-L/v k-L n -r ASSIGNEE: GH LAFAYETTE PLAZA, L.P., a Delaware limited partnership By: GH Lafayette Plaza GP, L.L.C, a Delaware limited liability com . ry By: STATE OF GEORGIA ) SS: COUNTY OF COBB ) Hays Me` atory The foregoing instrument was acknowledged before me, by means of E2' physical presence or ❑ online notarization, this 7th day of July , 2026, by Hays Meyer as Authorized Signatory of' GH Lafayette Plaza GP, L.L.C, a Delaware limited liability company, as a general partner of GH LAFAYETTE PLAZA, L.P., a Delaware limited partnership, on behalf of that company and the partnership, who I,7 is personally known to me or ❑ has produced as identification. Mellany Williamson NOTARY PUBLIC COBB COUNTY, GEORGIA My Commission Expires 03/18/2028 Signature: Print Name: Mellany William Title: Notary Public Serial No., if any: My commission expires: March 18, 2028 EXHIBIT "A" LEGAL DESCRIPTION Parcel I (Fee Parcel): Tract B of LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book 165. Page 2, of the Public Records of Miami -Dade County, Florida. AND Parcel II (Easement Parcel): TOGETHER WITH the following easements pursuant to that certain Declaration of Restrictive Covenants and Easements between Lafayette Square, Ltd. and Lafayette Square II, Ltd., recorded in Official Records Book 24974, Page 3463, of the Public Records of Miami -Dade County, Florida, over, under, and across the following described property: Parking Garage Easement Area: A portion of Tract "A", 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 Northeast corner of said Tract "A"; thence run South 00° 00' 11" West for 92.03 feet; thence South 89° 51' 22" East for 36.00 feet; thence South 00° 00'11" West for 65.67 feet (last mentioned three courses being coincident with the boundaries of said Tract "A"); thence North 89° 51' 40" West, being a portion of the Southerly boundary of said Tract "A" and its Westerly prolongation, for 120.85 feet; thence North for 18.08 feet; thence West. at right angles to the last and next mentioned courses, for 21.67 feet; thence North for 37.67 feet; thence West at right angles to the last and next mentioned courses for 12.83 feet; thence South for 6.08 feet; thence West, at right angles to the last and next mentioned courses, for 49.00 feet; thence North for 6.08 feet; thence West, at right angles to the last and next mentioned courses for 7.92 feet; thence South for 9.76 feet to the Point of Beginning of the following described parcel; thence East, at right angles to the last and next mentioned courses for 5.25 feet; thence South for 106.94 feet; thence North 89° 51' 40" West, along portion of a Southerly boundary of said Tract "A", for 123.03 feet; thence North 00° 00' 25" East, along a Westerly boundary of said Tract "A", for 126.85 feet; thence South 89° 51' 22" East, along a boundary of said Tract "A" and its Easterly prolongation, for 109.42 feet; thence South, for 19.94 feet; thence East, at right angles to the last mentioned course, for 8.33 feet to the Point of Beginning. Access Road Easement Area: A portion of Tract "A", LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book 165 Pape 2 of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin at the Northeast corner of said Tract "A"; thence run South 00° 00' 11" West, for 92.03 feet; thence South 89° 51' 22" East, for 36.00 feet; thence South 00° 00' 11" West for 65.67 feet; thence North 89° 51' 40" West, for 83.05 feet (last mentioned four courses being coincident with the boundaries of said Tract "A"); thence due North, for 66.57 feet; thence West at right angles to the last and next mentioned courses, for 6.89 feet; thence North for 56.01 feet; thence West, at right angles to the last and next mentioned courses for 128.08 feet; thence South, for 39.24 feet; thence West, at right angles to the last and next mentioned courses, for 2.57 feet; thence South, for 17.32 feet; thence North 89° 51' 22" West, for 29.42 feet; thence North f°;;:..,p0° 00' •25" East for 92.03 feet; thence South 89° 51' 22" East, for 214.00 feet to the Point of Beginning (last mentioned two caur'ses being coincident with the boundaries of said Tract "A") C'Blankgt.:Jtility Easement over Tract A of LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book Pare 2, of the Public Records of Miami -Dade County, Florida. 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