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75. Promissory Note (HACMB) PROMISSORY NOTE Miami Beach, Florida $8,800,000 December 15, 2023 For value received, VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), promises to pay to the order of the HOUSING AUTHORITY OF THE CITY OF MIAMI BEACH, a public body corporate and politic, having its principal office at 200 Alton Road, Miami Beach, FL 33139 (the “Authority”), the original principal sum of EIGHT MILLION EIGHT HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($8,800,000) The term of this Note (“Term”) shall commence on the date hereof (“Note Date”) and continue until the seventy-fifth (75th) anniversary of the date hereof (the “Maturity Date”). Borrower covenants and agrees, subject to provisions below, to pay to the Authority annual fixed payments in an amount (the "Annual Note Payment") equal to $454,085.51 for the Term on or before each anniversary of the Note Date. The Annual Note Payment shall be paid at the address specified for the Authority above, or at such other address as the Authority designates. During the first fifty (50) years following the Note Date (the “Initial Note Period”), the Annual Note Payment and any Deferred Note Payment (as defined below) will be due and payable from Borrower solely to the extent cash flow is available from the Borrower’s previous fiscal year in the order and priority set forth in Section 10.1A of the Borrower’s Amended and Restated Agreement of Limited Partnership (the “LPA”) and subject to the limitations therein, within 120 days following the end of each fiscal year of the Borrower. If the cash flow available pursuant to the terms of the LPA is insufficient to pay the full amount of the Annual Note Payment when due and payable, any unpaid portion of the Annual Note Payment shall accrue interest, compounding annually at a rate equal to Five and Fifty-Four Hundredths Percent (5.54%) (110% of the Closing AFR) and be due and payableby Borrower, until paid (the “Deferred Note Payment”). All unpaid and accrued Deferred Note Payments and interest thereon shall be unconditionally due and payable at the end of the Initial Note Period. Following the Initial Note Period for the remaining Term, Annual Note Payments shall be due and payable within 120 days following the end of each fiscal year of the Borrower on a “must pay” basis, not solely from available cash flow. Notwithstanding the cash flow limitation during the Initial Note Period stated above, Borrower shall make a payment of Eight Hundred Thousand and No/100 U.S. Dollars ($800,000.00) (the “Stabilization Payment”) no later than the Development Obligation Date as the same is defined in the LPA, which Stabilization Payment shall be applied to Borrower’s Annual Note Payment obligation in the year the Stabilization Payment is made, including, without limitation, the obligation to make any Deferred Note Payment remaining accrued and unpaid. Except as set forth above, no payments of principal or interest shall be due during the Term hereof until the Maturity Date whereupon the outstanding principal balance hereof, and all accrued interest and other charges, shall be due and payable. Notwithstanding anything herein to the contrary, all outstanding principal and interest on the Note, as described in that certain Note Covenant Agreement of even date -2- herewith between the Authority and the Borrower (the “Agreement”) shall be due and payable upon the sale of the Property and/or the Project, as each term is defined in the Agreement. This Note evidences an obligation to pay pursuant to the Agreement and is secured by a mortgage of even date herewith from the Borrower to the Authority entitled Open-End Leasehold Mortgage and Security Agreement (the “Mortgage”) covering a leasehold interest in certain premises in the City of Miami Beach, Miami-Dade County, Florida and more particularly described therein. All payments shall be applied in the following order: (1) to late payment charges and similar charges, if any, due under this Note, the Agreement, the Mortgage or any document executed in connection therewith (collectively the “Authority Documents”); (2) to accrued but unpaid interest; and (3) to reduce the principal balance of this Note. The Borrower shall have the right to prepay this Note in whole at any time or in part from time to time during its term. Any such prepayment may be made without premium or penalty. Any such prepayment will be applied to Annual Note Payments next coming due as if the same were discounted to the day of prepayment using an interest rate of 110% of Closing AFR. All payments hereunder shall be made at the office of the HOUSING AUTHORITY OF THE CITY OF MIAMI BEACH, 200 Alton Road, Miami Beach, FL 33139, or elsewhere as shall be directed in writing by any holder hereof. In the event that Borrower (i) fails to pay any installment of principal within fifteen (15) days after the same is due, (ii) fails to perform or breaches any of the covenants, conditions or agreements contained in any of the Authority Documents, which failure continues beyond the expiration of any applicable notice and cure period set forth therein, or (iii) defaults under any mortgage superior in lien to the Mortgage, which default continues beyond the expiration of any applicable notice and cure period set forth therein (each an “Event of Default”), subject to the terms of the Agreement, the entire unpaid balance of the principal debt and all accrued and unpaid interest and all other sums paid by any holder hereof to or on behalf of the Borrower pursuant to the terms of the Authority Documents, together with unpaid interest thereon, shall at the option of the Authority and without further notice become immediately due and payable and no failure on the part of the Authority to exercise any of its rights hereunder shall be deemed a waiver of any such rights or any default hereunder. The restriction on payment of interest and principal imposed by this Note shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by this Note. To the extent not otherwise required by this paragraph, if Borrower’s leasehold interest securing the Mortgage is terminated prior to the end of the term of the ground lease creating Borrower’s leasehold interest, Borrower shall pay to the Authority on the date of such termination the then outstanding balance of any “Section 467 loan,” as such term is defined in Treas. Reg. §1.467-4, such payment to be set off against any amounts then owed by landlord to tenant pursuant to any provision of Bororwer’s ground lease. Commencing on an Event of Default and continuing until this Note is paid in full or all defaults are cured, whichever first occurs, interest on this Note shall accrue on the outstanding principal balance at a rate per annum equal to the rate announced by Bank of America, N.A. (or its successor) as its Prime Rate plus five (5%) percent; however, in no event shall interest accrue or be payable on this Note at a rate that is higher than the maximum rate permissible under the laws of the State of Florida. If this Note subsequently is reduced to a judgment, the judgment amount shall bear interest at the statutory interest rate provided for such judgments. Notwithstanding anything in this Note to the contrary, if an affiliate of the Authority (an “Authority Affiliate”) becomes the Borrower's Managing General Partner, then, for so long as such Authority Affiliate is the Managing General Partner: (i) upon the occurrence of any one or more Events of Default caused by the Authority Affiliate acting as Managing General Partner and not at the direction of the Investor Limited Partner (as defined in the LPA) or the Special Limited Partner (as defined in the LPA), the Authority agrees to refrain from exercising any right or remedy available to the Authority in connection -3- therewith for so long as the Investor Limited Partner or the Special Limited Partner is a partner of the Owner or for so long as the Senior Mortgage (as defined in the Agreement) remains outstanding; and (ii) upon the occurrence of any one or more Events of Default that are not caused by the Authority Affiliate acting as Managing General Partner and at the direction of the Investor Limited Partner or the Special Limited Partner, the Authority shall have no right to exercise a Possessory Remedy, but shall retain any right or remedy it may have that is not a Possessory Remedy for so long as the Investor Limited Partner or the Special Limited Partner is a partner of the Borrower or for so long as the Senior Mortgage remains outstanding. For purposes of this Note, a “Possessory Remedy” shall mean termination, ejection, receivership, confession of judgment, or other remedy that deprives the Borrower of possession of the Property and/or the Project. If this Note is not paid when due and is placed with an attorney for collection, and whether or not suit is entered hereon, the Borrower further agrees to pay the Authority, in addition to the principal then due, the costs of suit and reasonable attorneys' fees. No failure on the part of the Authority to exercise any of its rights hereunder shall be deemed a waiver of such rights or of any Event of Default. Any notice which the Authority shall elect or be required to give shall be deemed to be given as provided in Section 16.01 of the Agreement. Presentment, protest and notice of dishonor are hereby waived, to the extent such may legally be waived. The liability of Borrower for the payment of any amount payable hereunder or any obligation set forth herein shall be enforceable only out of the property subject to the Mortgage, and the rents and issues therefrom. Neither the Authority nor any subsequent holder of this Note shall have any right to seek collection of this Note or the performance of any obligation hereunder out of the assets (personal or otherwise) of Borrower or any partner, member, stockholder, officer or director of any partner of the Borrower it being understood that the Authority's sole recourse shall be to the property subject to the Mortgage. This Note shall be governed by and construed in accordance with the laws of the State of Florida, without application of any statute relating to conflicts of law. The Borrower hereby irrevocably submits and consents to the jurisdiction of the state courts of Miam-Dade County, Florida in connection with any action, suit or other proceeding arising out of or relating to this Note. [SIGNATURE PAGE FOLLOWS]