HomeMy WebLinkAbout26221AGREEMENT INFORMATION
AGREEMENT NUMBER
26221
NAME/TYPE OF AGREEMENT
EMERALD TERRACE, LLC, EMERALD TERRACE LIMITED
PARTNERSHIP & GH EMERALD TERRACE, L.P.
DESCRIPTION .
ASSIGNMENT & ASSUMPTION, & GLOBAL MODIFICATION
MORTGAGE, REGULATORY AGREEMENTS & OTHER LOAN
DOCUMENTS/PARCEL 1, 2 & 3 OF EMERALD
COURT/MATTER ID: 26-733/#51
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: Emerald Terrace LLC and GH Emerald Terrace L.P.
IS THIS AGREEMENT TO BE EXPEDITED/RUSH:
TOTAL CONTRACT AMOUNT: $
a-L2 733
EXT. 1971
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICE AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
rOTHER (PLEASE SPECIFY):
Execute Assignment
YES — NO
FUNDING INVOLVED? YES J NO
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
and Assumption, 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 Emerald Terrace.
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 TU . N JOHN QUADS
SIGNATURE:
APPROVAL BY RISK MANAGEMENT
_
N/A
PRINT: DAVID RUIZ JD CPCU
SIGNATURE:
APPROVAL
\)
BY CITY ATTORNEY
(.2U-133)
PRINT: GEORGE K. WYS NG III
SIGNATURE
APPROVAL BY ASSISTANT CITY MANAGER
„ . •.
1441/1).
PRINT: ERICA PASCHAL DA
SIGNATURE:
APPROVAL'BY DEPUTY CITY MANAGER
7/211 /2(O
PRINT: NATASH i OLEB OK-WILLIAMS
SIGNATU :
APPROVAL BY CITY MANAGER
—'1 In I 16
/
PRINT: J ES R
SIGNATURE:
APPROVAL BY CITY CLERK
P6
/j/
PRINT: TODD B. HANNON
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 ASSIGNMENT AND ASSUMPTION, AND GLOBAL MODIFICATION OF
MORTGAGE, REGULATORY AGREEMENTS AND OTHER LOAN DOCUMENTS (the
"Agreement"), is made and entered into as of the day of [ I, 2026 (the "Effective
Date"), by and between EMERALD TERRACE LLC, a Florida limited liability company (the
"GP"), whose address is 120 Forbes Boulevard, Suite 180, Mansfield, Massachusetts 02048,
EMERALD TERRACE LIMITED PARTNERSHIP, 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 EMERALD TERRACE, 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
Emerald Terrace, 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 two loans to the GP in the aggregate
original principal amount of One Million Sixty -Three Thousand Five Hundred Eighty and No/100
Dollars ($1,063,580) (collectively, the "City Loan"), evidenced by (i) a promissory note dated
Mrie 5, 2009; in the original principal amount of $338,580, (ii) a promissory note dated June 5,
27009, iri..the original principal amount of $725,000 (collectively, the "Original Note"), and (iii)
two Loan Agreements by and between the City and the GP both dated as of June 5, 2009
(collectively, the "Loan Agreement", 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 June 5, 2009 and recorded in Official Records
Book 270.12,: ,Page 2028 of the 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 Seller in
the aggregate original principal amount of One Million Sixty -Three Thousand Five Hundred
Eighty and No/100 ($1,063,580) (collectively, the "Re -Loan"), evidenced by (i) an amended and
restated promissory note dated June 5, 2009, in the original principal amount. of $338,580, and (ii)
an amended and restated promissory note dated June 5, 2009, in the original principal amount of
$725,000 (collectively, the "A&R Note"); and secured inter alia by that certain Mortgage Deed
recorded in Official Records Book 26241, Page 1028, as assigned to the GP by Assignment of
Mortgage and Promissory Note recorded in Official Records Book 27012, Page 1971 of the Public
Records, as amended and restated by that certain Mortgage and Security Agreement encumbering
the Property and recorded in Official Records Book 27012, Page 1983 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 27012, Page 2001 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 2006 (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,
G":-uniess 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
paynieiit and performance obligations as set forth in the Loan Documents and the Mortgage.
3. Assumption of Indebtedness. The Assignee hereby assumes the City Loan.
For avoidance of doubt, the City Loan consists of the following principal amounts: (a) Seven
Hundred Twenty -Five Thousand and No/100 Dollars ($725,000.00), bearing interest at the rate of
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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, with $0 unpaid accrued interest owing under
the City Loan and (b) Three Hundred Thirty -Eight Thousand Five Hundred Eighty and No/100
Dollars ($338,580.00), 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, with $0 unpaid accrued interest owing under the City Loan. The aggregate principal
amount of the City Loan assumed by Assignee is One Million Sixty -Three Thousand Five Hundred
Eighty and No/100 Dollars ($1,063,580.00). The principal and accrued interest on the City Loan
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.
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
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under the Mortgage. Subject to the terms of this Agreement, the Collateral Assignment shall be
and hereby is tenninated 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 EMERALD TERRACE, 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 EMERALD TERRACE, 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:
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(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 aggregate principal amount owing under
the Loan Documents is $1,063,580, (ii) unpaid accrued interest owing
under the 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 interestand 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:
Emerald Terrace Limited Partnership
Emerald Terrace 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:
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GH Emerald Terrace, L.P.
c/o Starwood Capital Group Global, L.F.
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,
Orlando, Florida 32801
Attn: Yisell Rodriguez, Esq.
Email: ysell.rodriguez@nelsonmullins.com
City:
Depaitaaient 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
day and year first her
ATTEST:
Todd
Date: 'Cit Clerk
ate 3da�
APPROVED AS TO FORM
AND CORRECTNESS:
George KUWysong II
City Attorney
044-(,21Q
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
arties hereto have caused these presents to be executed on the
CITY:
CITY OF MIA I, a municipal corporation
of the State of
By:
ames
City
The foregoing instrument was acknowledged before me, by means ocf< physical presence
or ❑ online notarization, this of day of j)\`A , 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, whilir
is personally known to me or 0 has produced as
identification.
°! •,; OFELIA E. GONZALEZ
';. .41 MY COMMISSION # HH 408741
• a EXPIRES: August 2, 2027
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Signature:
Print Name:
Title: Notary public
Serial No., if any:
My commission expires:
/./y
SELLER:
Emerald Terrace Limited Partnership, a Florida
limited partnership
By: Emerald Terrace LLC, a
Florida limited liability company, its
general partner
By: The Gatehouse Group, Inc, a
Massachuse corporation, its Manager
By:
) SS:
Ru j7 or aitis, Treasurer
The foregoing instrument w s acknowledged before me, by means of physical presence or El
online notarization, this,A3--day of , 2026, by Roger Yorkshaitis, as Treasurer of The
Gatehouse Group, Inc, a Massachus s c rporation, as manager of Emerald Terrace LLC, a
Florida limited liability company, as general partner of Emerald Terra Limited Partnership, a
Florida limited partnership on behalf of the limited partnership, who L "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 — Emerald Terrace
--&24-----
Signature: /7/14v40
Print Name` fir /6 rib e f -- 4 . /2o h m y
Title: Notary Public /
Serial No., if any: N/A
My commission expires: ,QED 6-GC.. Lo/ of 0 a 8
erilric: )i
)Ss:
COUNTY OF
GP:
Emerald Terrace LLC, a Florida limited
liability company, its general partner
By: The Gatehouse Group, Inc, a
Massachusetts corporation, its Manager
By:
tis, Treasurer
The foregoing instrument vs acknowledged before me, by means of Cf physical presence or ❑
online notarization, this -day of Ciptt-P , 2026, by Roger Yorkshaitis, as Treasurer of The
Gatehouse Group, Inc, a Massachusetts corporation, as manager of Emerald Terrr ce LLC, a
Florida limited liability company on behalf of the limited liability company, who C9'is personally
known to me or ❑ has produced as identification.
KIMBERLEY B. ROHM
Notary Public, Commonwealth of Massachusetts
My Commission Expires October 06, 2028
Signature: 2L/13--
Print Nam f m /P - (2o h m
Title: Notary Public
Serial No., if any: iv P4
My commission expires: a-LfD 9
City Assignment and Modification — Emerald Terrace
ASSIGNEE:
GH EMERALD TERRACE, L.P., a
Delaware limited partnership
By: GH Emerald Terrace GP, L.L.C, a
Delaware limite• liability company
By:
STATE OF GEORGIA )
) SS:
COUNTY OF COBB )
Hays r, A r'orized . _natory
The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0
online notarization, this 7th day of July , 2026, by Hays Meyer as Authorized Signatory
of GH Emerald Terrace GP, L.L.C, a Delaware limited liability company, as a general partner of
GH EMERALD TERRACE, L.P., a Delaware limited partnership, on behalf of that company and
the partnership, who 0 is personally known to me or 0 has produced
as identification.
Mellany Williamson
NOTARY PUBLIC
COBB COUNTY, GEORGIA
My Commission Expires 03/1812028
Signature
Print Name: Mel : ny Williams n
Title: Notary Public
Serial No., if any:
My commission expires: March 18, 2028
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL 1:
Lots 10, 12, 14, 16, 18, and the South 31.75 feet of Lots 1, 5, 7, 9, 11, 13, 15, 17, 19 and
21, LESS AND EXCEPT the West 4'feet of said Lot 21, EMERSON COURT, according to the
Plat thereof, recorded in Plat Book 6, Page 127, of the Public Records of Miami -Dade
County, Florida.
AND
PARCEL 2:
That certain strip of land 18 feet and 6 inches in depth, more or Tess, from North to South,
and 30 feet in width from East to West, contiguous to and immediately North of and being
an extension of that certain street known as NW 2 Court, Miami -Dade, County, Florida,
.being easement to that strip of land that lies between the subdivision of DU PONT SQUARE
NORTH, as recorded in Plat Book 7, Page 18, and the subdivision of EMERSON COURT, as
recorded in Plat Book 6, Page 127, of the Public Records of Miami -Dade County, Florida.
PARCEL 3:
Lots 22,,24, and 26, EMERSON COURT, according to the Plat thereof, as recorded in Plat
Book 6, Page 127, of the Public Records of Miami -Dade County, Florida,
Less and except:
A portion of Lot 26, EMERSON COURT, according to the Plat thereof, as recorded in Plat
Book 6, Page 127, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
The external area of a circular curve to the southeast, having a radius of 25.00 feet and
tangent with the north boundary and the west boundary of said Lot 26.
Lying and being in Section 12, Township 53 South, Range 41 East, City of Miami, Miami -
Dade County, Florida.
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