Loan Agreement 1965 & 1975 Washington AvenueLOAN AGREEMENT
HIS LOAN AGREEMENT (the "Loan" or the "Agreement") executed this`J~day of
2007, by MBCDC: THE LONDON LLC, a Florida limited liability company (the
"B mower"), whose address is 945 Pennsylvania Avenue, Miami Beach, Florida 33139, and the
MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic (the
"RDA") (which terms as used in every instance shall include the RDA's successors and assigns),
whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139.
WHEREAS, Borrower is a Florida limited liability company whose sole member is
Miami Beach Community Development Corporation (MBCDC) Inc., a Florida not-for-profit
housing corporation which is also the City of Miami Beach, Florida's designated Community
Housing Development Organization (CHDO); and
WHEREAS, Borrower is undertaking a project to acquire and construct, improve,
renovate, rehabilitate, and equip that certain historically designated real property located at 1965
Washington Avenue and 1975 Washington Avenue, Miami Beach, Florida (and hereinafter
referred to as the "Premises", as defined herein) for the purpose of providing affordable rental
housing for low to moderate income individuals and families (the "Project"); and
WHEREAS, the Premises and Project are/is located within the City Center/Historic
Convention Village Redevelopment Area, a community redevelopment area in the City of Miami
Beach, Florida, designated and created pursuant to Sections 163.330 - 163.463, Florida Statutes
(the "Community Redevelopment Act of 1969' (hereinafter referred to as the "City Center
RDA"); and
WHEREAS, the Project is consistent with the City Center/I3istoric Convention Village
Redevelopment and Revitalization Area Plan, as adopted by the City of Miami Beach
Commission and the Miami Beach Redevelopment Agency, respectively, and as approved by the
Miami-Dade County Board of County Commissioners (hereinafter referred to as the
"Redevelopment Plan"); and
WHEREAS, the Project will promote the Redevelopment Plan objectives by (i) restoring
and preserving historically contributing properties within the City Center RDA; and (ii) creating
new affordable housingopportunities within said RDA for low and moderate income individuals
and families; and
WHEREAS, pursuant to Miami Beach Redevelopment Agency Resolution No. 540-
2007, passed and adopted on January 17, 2007, and Miami Beach Redevelopment Agency
Resolution No. 545-2007, passed and adopted on March 14, 2007, and subject further to the
terms and conditions hereinafter contained, the RDA has agreed to loan Borrower the funds for
Borrower's acquisition of the Premises.
__
VVITNESSETH:
That for valuable consideration, and also in consideration of the aggregate sum of money
described in that certain Promissory Note (the "Note") of even date herewith, executed by
Borrower in favor of the RDA, in the original principal amount of $4,603,852.50 (the "Principal
Amount" or the "Loan', and attached and incorporated as Exhibit `6A" hereto, the Borrower
does grant, bargain, sell, alien, remise, release, convey and confirm unto the RDA, a lien upon
and security interest in that certain parcel of real property located hi Miami-Dade County,
Florida, which is described in Exhibit'B", attached hereto and made a part hereof. Hereinafter
said real estate, buildings, improvements (including any and ali improvements to be made
hereafter), and fixtures herein below described and Iocated on said real estate are collectively
referred to as the "Premises".
The Borrower covenants with the RDA as follows:
ARTICLE I.
A, R~-m-,~rn~s Cova>ants and W~ranties of the' )\?arm Beach Redeveloament Aaeaicv t'RDAI... The
RDA represents, covenants atrdwarrants that:
(i) The RDA is a public body corporate and politic, created pursuant to the Community
Redevelopment Act 1969.
{ii) The RDA has been duly authorized to execute and deliver this Agreement, and is authorized
to enter irdo the transaction(s) contemplated by this Agreanent and to carry out its obligations
hereunder.
B stations Coverranis and Warranties of the Borrower. The Borrower represents, covenants and
warrantsthat:
(i) The Borrower is a limited liability company validly organized and existing under the laws of
the State ofFlorida, whose sole member is Miami Beach Community Development Corporation, lna, anot for-
profit housing corporation validly arganized and exf sting under ffie laws ofthe Site ofFlorida.
(ii) The Borower is not in violafian of arty provision of its Articles of Organization, has the
corporate power to enter inmo this Agreemart and the Note, ar any agreement or irLShlrment to which the
Borrower is a party, used ar contemplated for use in the conaununation of the transaction(s) contemplated
hereby, and has duly authorized the execrrtion and delivery of this Agr+eanient and the Note, and has ar shall
anthorizethe execution ofany agreement orinshumentto which the Borrower is a party, used or comemplated
faruseinthecox>swrrmation ofthetransaction(s) contemplatedhereby.
(iii} The Borrower agrces that during the tears of the Affordability Period, as hereinafter defined, it
will maintain its existence as a limited liability company, will have as its sole member Miami Beach
Community Development Corporation, lnc., will not dissolve or otherwise dispose of all or substantially all of
its assets, andwill rrot consolidatewith ormergeinto anotherlegal entityorpennit one ormore otherlegal entities
to corrsolidatewith ormergeinto it, withoutthe priorwdttenconsent oftheRDA, which consent, if givenat all,
shallbe at theRDA's sole judgment and discretion.
(iv) Neitherthe execution and delivery ofthis Agreement and the Note, nor the consummation of
the transaction(s) contemplated hereby, nor the fulfillment of or compliance with the teens and conditions
hereofand thereof conflicts with or results in abneach ofthe tears, conditions, or provisions ofany agreement
or instnunent to which the Borrower is now apariy or by which the Borrows is bowed, or constitutes a default
urxler anyof the fixegoing, or results in the creation or imposition ofany lien, charge or encumbrarx;e whatsoevea
upon any of the property or assets of the Borrower under the terms of any such inshwnent or ageement
(v) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, known to be pending or threatened against or
affecting the Borrows or any of its officers, nor to the best knowledge of the Borrower, is there any
basis therefore, wherehr an unfavorable deasion, Wiling, or finding would materially adversely affect the
transactions contemplatedby this Agreement and the Note or which would adversely affect, in any way,
the Premisesand/or the Project, or any agreement or instnunent to which ffie Borrower is a party, used or
contemplated foruse ur the consrunaration of the transaction(s) contemplated hereby.
(vi) The Principal Amount will be used only to fund the cost(s) of acquisition for the
Premises.
(vii) Borrower will use due diligence to cause the Premises and the Project to be operated
in accordance with the laws, rulings, regulations and ordirrances of the State of Florida and the departments,
agencies and political subdivisions thenro£ Borrower has obtained or will cause to be obtaaled all requisite
approvals of the Stater of Florida and of other federal, State, regional and local governmental bodies, for
the acquisition, construction, improvement, renovation, rehabilitation, and equipping of the
Premises and the Project.
(viii) Borrower agrees that it shall use, maintain and operate, or caused to be used,
maintained or operated, the Premises and the Project for the welfare and benefit of the general public,
without regard to race, creed, color, sex, age or national origin. Borrower agrees that it shall rx>t use,
maintain or operate, or cause to be used, maintained or operated the Premises and the Project, or any
part thereoi; in a manner which is pmhrbited by (i) the Establishment of Religion Clause of the First
Amendment to the Constitution of the United States of America and the decisions of the United States
Supreme Court irrterpret¢rg the carne, or (ii) arry comparable provision of the Constitution of the State of
Florida and the decisions ofthe Florida Supreme Court interpreting the same.
(ix) Reasonable Expectations. Based on current facts, estimates and circumstances, it
is expected that:
(a) The Principal Amount is needed for the purpose of paying for the cost of
acquisition of the Premises which, together with other funds to be secured by Borrower
from other sources, are sufficient to complete the Project; and
(b) WodconlheProjectwillpraceedwithduediligencetocompletion,
(c) The completiondateoftheProjectwilloccuronorpriorto May 1, 2012.
(x) Chances in Use. No substantial changes will be made in the facilities comprising the
Premises or in the use of the Project without the prior written consent of the Miami Beach
Redevelopment Agency, which consent, if given at all, shall be at the RDA's sole discretion and
judgment.
(xi) Compliance with Other Contracts. The Borrower has received or will receive ce<i"ain
gents, loans, contributions or other forms of funds for rehabilitation, renovation, construction,
improvement and equipping of the Project, and shall use such funds as required pursuant to the
respective grant, loan, contribution or other document providing tears and conditions for the use of such
funds.
ARTICLE II.
A. Loan of Proceeds.
(i) The RDA agrees, upon the terms and conditions contained in this Agreement,
to lend to the Borrower the Principal Amount, which shall be payable to Borrower out
ofmonies from the City Center RDA.
(ii} Amounts Payable.
(a) The Borrower hereby covenants and agrees that, provided
Borrower is in good standing, in compliance with, and free from default under the
terms and conditions of this Agreement and complies with the Declaration of
Covenants and Restrictions (the "Covenant") executed by Borrower in favor of
the RDA and the City of Miami Beach, Florida, which Covenant is attached and
incorporated as Exhibit °`C" hereto, then Borrower shall not be required and shall
have no obligation to make any payments on the Principal Amount during the
Term hereof; provided however that Borrower shall continue to be obligated to
perform under all other terms and conditions of this Agreement.
(b} Notwithstanding the provisions of Article II (A)(ii)(a) above, and
as additional valuable consideration for the RDA's agreement to defer any
repayment obligation of the Principal Amount during the Term of this Agreement,
Borrower shall satisfy its repayment of the Loan to the RDA as follows: At the
end of the Term of this Agreement, or the conclusion of the Affordability Period
(as said term is defined herein), whichever is later, Borrower shall immediately,
upon written demand from the RDA, convey good and marketable fee simple title
to the Premises to the RDA, by execution and delivery of a Special Warranty
Deed (subject to no liens and encumbrances). Borrower shall be responsible for
the cost of documentary stamps and/or other tax(es) imposed as a result of the
conveyance contemplated by this subsection.
(c) Oblieations of Borrower Unconditional. The obligations of the
Borrower required in Article II (A)(ii)(b) above, and to perform and observe the
other terms and conditions of the Agreement and of the Covenant, shall be absolute
and unconditional and shall not be subject to any defense or any right of setoff,
counterclaim or recoupment arising out of any breach by the City of any obligation
to the Borrower, whether hereunder or otherwise, or out of any indebtedness or
liability at any time owing to the Borrower by the City, and, until such time as
Borrower's obligation has been discharged and Borrower has conveyed the Premises
to the RDA, the Borrower will continue to perform and observe all other agreements
contained in this Agreement and the Covenant and will not terminate the Agreement
or the Covenant for any cause including, without limiting the generality of the
foregoing, failure of the Borrower to complete the construction, renovation,
rehabilitation, improvement and equipping of the Premises and of the Project, the
occurrence of any acts or circwnstances that may constitute failure of consideration,
eviction or constructive eviction, destruction of or damage to the Premises, the
taking by eminent domain of title to or temporary use of any or all of the Premises,
commercial fiustration of purpose, any change in the tax or other laws of the United
States of America or of the State or any political subdivision of either thereof, or any
failure of the RDA to perform and observe any agreement, whether express or
implied, of any duty, liability or obligation arising out of or connected with this
Agreement.
B. Taxes Liens and Other Charles.
(a) In the event of the passage of any State, federal, municipal or other
governmental law, order, rule or regulation, subsequent to the date hereof, in any manner
changing or modifying the laws now in force governing the taxation of debts secured by
the Agreement or the manner of collecting taxes so as to affect adversely the RDA, the
Borrower will promptly pay any such tax; if the Borrower fails to make such prompt
payment or if any such State, federal, municipal or other governmental law, order, rule or
regulation prohibits the Borrower from making such payment or would penalize the RDA
from making such payment or would penalize the RDA if the Borrower makes'such
payment, then, at the sole option and discretion of the RDA, either (i) the entire balance
of the Principal Amount secured by this Agreement and all interest accrued thereon shall,
without notice, immediately become due and payable, or (ii) the Premises shall be
conveyed to the RDA in the manner provided in Article II A (ii)(b).
(b) The Borrower will pay, before the same become delinquent, all taxes,
liens, assessments and charges of every character aheady levied or assessed or that may
hereafter be levied or assessed upon or against the Premises and all utility charges,
whether public or private; and upon demand will famish the RDA receipted bills
evidencing such payment.
(c) The Borrower will not suffer any mechanic's, materiahnen's, laborer's,
statutory or other lien which might or could be prior to or equal to the security interest
and Agreement liens of this Agreement to be created or to remain outstanding upon any
part of the Premises.
C. No Subordination of RDA's Interest in Premises. The RDA's interest in the Premises, in
accordance with the provisions of this Agreement, the Note, and the Covenant, and as same may
be modified, amended or reviewed in accordance with the provisions thereof, shall not be subject
or subordinate to (i) any agreement now or hereafter existing, or (ii) any other liens or
encumbrances now or hereafter affecting the Premises without the written consent of the Miami
Beach Redevelopment Agency which consent, if given at all, shall be at the RDA's sole and
absolute discretion. Borrower shall provide written notice to the RDA prior to applying for any
mortgage, loan, grant, contribution, contract, agreement, and/or other funding application
(hereunder individually, a "funding application" or collectively, the "funding applications',
which may potentially affect or encumber the Premises; such written notice shall provide the
RDA adequate lead time (and, in any event, shall be given no less than thirty (30) Business days
prior to the submittal of Borrower's application) for review of a proposed funding application,
and shall in no event be deemed by Borrower to constitute approval, whether express or implied,
of a particular funding application.
D. Insurance.
(i) The Borrower will keep all buildings and improvements now or hereafter
on the Premises continuously insured against loss or damage by fire, extended coverage,
and other perils, in such amounts and with such deductible provisions as are satisfactory
to the RDA and at least as are customary in connection with the operation of facilities of
the type and size comparable to the Premises and of the Project, and agrees to deliver said
policy or policies to the RDA when issued with the receipts for the payment of the
premium therefore. In the event any sum of money becomes payable under such policy
or policies, the RDA shall permit the Borrower to receive and use it, or any part thereof,
for repair or restoration of the Premises, subject to teens reasonably acceptable to RDA,
without thereby waiving or impairing any equity, lien or right under or by virtue of this
Agreement, and the RDA if it deems necessary may place and pay for such insurance, or
any part thereof, without losing, waiving or affecting RDA's option to default Borrower
for breach of this covenant, or any part thereof, or any other right or option under this
Agreement, and every such payment shall beaz interest from the date thereof until paid at
the default interest rate, and all such payments with interest as aforesaid shall be secured
by the lien hereof. In the event any loss or damage is suffered, Borrower shall notify
RDA of such loss or damage within seven (7) days after the happening thereof; the
failure to give such notice shall constitute a default and the RDA shall have the rights
herein given for all defaults.
(ii) The insurance policy or policies obtained in satisfaction of the requirements of
subsection (i) above:
(a) shall be by such insurer (or insurers) as shall be financially responsible, qualified
todobusinessintheState ofFlorida, and ofrecognized standing;
(b) shall be in such form and shall have such provisions (including, without
limitation, the loss payable clauses, the waiver of subrogation clause, the deductible
amount, if any, and the standard agreement ~t clause), as are satisfactory to the
RDA and as are generally wnsidered standard provisions for the type of insurance
irrvolved;
(c) shall prohibit cancellation or modification by the insurer without at least thirty
(30) days'priorwrittenrioticeto the RDA;
(d) shall provide that losses thereunder shall be adjusted with the insurer by the
Borrower at its expense on behalf of the insured parties, and the decision of the
Borrower as to any adjustment shall, with the prior written consent of the RDA, which
consent shall not be unreasonably or untimely withheld, be final and conclusive;
(e) shall provide that the RDA shall not be liable for payment of any premiums
and assessments;
(f) without limiting the generality of the foregoing, such irisruance policy or
policies shall name both the Miami Beach Redevelopment Agency and the City of Miami
Beach, Florida, respectively, as additional insureds.
(iii) At least thirty (30) days prior to the expiration of any such policy or policies, the
Borrower shall famish the RDA with evidence satisfactory to the RDA that the policy or
policies has/have been renewed or replaced. At least ten (10) days prior to the due date of any
premium payment(s) for any such policyorpolicaes, Borower shall famish the RDAwithproofofsuch
payment(s).
E. Care of Premises.
(i} The Borrower will keep the improvements now or hereafter erected on the
Premises in good condition and repair, will not commit or suffer any waste, and
will not do or suffer to be done anything which will increase the risk of fire or
other hazard to the Premises or any part thereof.
(ii) The Borrower will not remove or demolish nor alter the design or
structural character of any building (now or hereafter erected), fixture or chattel
which are part of the security or other part of the Premises, without the prior
written consent of the RDA.
(iii) If the Premises or any part thereof is damaged by fire or any other cause,
the Borrower will immediately give written notice of the same to the RDA.
(iv) The RDA, or its duly authorized representative(s), shall have the right,
but shall not be required, to enter upon and inspect the Premises at all reasonable
times (including, without limitation, at anytime during normal business hours).
(v) The Borrower will promptly comply with all present and future laws,
ordinances, rules and regulations of any governmental authority affecting the
Premises and/or the Project, or any part thereof.
(vi) If all or any part of the Premises shall be damaged by fire or other
casualty, the Borrower will, upon request of the RDA, promptly restore the
Premises to the equivalent of its condition immediately prior to such damage, and
if a part of the Premises shall be damaged through condemnation, the Borrower
will, upon request of RDA, promptly restore, repair or alter the remaining part of
the Premises in a manner reasonably satisfactory to the RDA.
(vii) Maintenance and Modifications of Premises/Proiect by Borrower. The
RDA shall not be under any obligation to operate, maintain or repair all or any part of
the Premises and/or the Project. Borrower will at its sole cost and expense ()keep
the prsnises/Project in safe operating condition; (ii) keep the Prsruses/Project ingoodrepair
and in good condition; anti (iii) make from time to time all necessary repairs thereto and
renewals and replacements thereof. Borrower shall not permit or suffer others to
commit a nuisance in or about the Premises and/or Project or itself commit a
nuisance in connection with its use, operation, maintenance, and repair of the Premises
and/or Project. Borrower shall duly observe and conform to all present and future
requirements of law and requirements of governmental authorities relative to the use,
operation, maintenance, and repair of the Premises and/or the Project.
(viii) No warranty by the RDA and/or City of Miami Beach. Borrower recognizes
that since all components of the Premises and of the Project have been and are to be
selected by it, and tat the Premises and the Project are to be constnrcted, nmovated,
rehabilitated, improved, equipped, opsated, maintained, and repaired solely by Borrower
(including without limitation, any officers, ditectois, msnbera, agents, contractors, servants,
employees, andlor licexrcees of Borrower), neither the RDA nor the City of Miarrri Beach,
Florida (City) makes any warranty or representafion, express or implied or otherwise, with
respect to the same, or to the location, use, descripfion, design, merchantability, fitness
foruse foranyparticularpurpose, condition or durability of the Premises and/or thel?roject;
it being agreed fltat atl risks incident ther~o are to be home by the Borrows: In the event of
any defect or deficiency of any nature in the Premises or any building, improvement,
fixture or other item constituting a portion thereof, neither the RDA nor the City shall
have any responsibility or liability with respect thereto. The provisions of this
subsection (viii) have been negotiated and aze intended to be a complete exclusion and
negation of any warranties orreptesexrtations bylheRDA azullorthe City, express or implied,
with n~pect to thePremisesand/or the Project, or atrybuilding improvement, fixture or other
item constituting a portion thereof whether azisingpursuant to $~o Uniform Cmrurtscial Code
of Florida, or any other law now or hereafter in effect or otherwise.
F. Further Assurances: Modifications. At any time, and from time to time, upon the
reasonable request by the RDA, the Borrower will make, execute and deliver or cause to be
made, executed and delivered, to the RDA, any and all other further instruments, certificates and
other documents as may, in the opinion of the RDA, be necessary or desirable in order to
effectuate, complete, or perfect or to continue and preserve the obligations of the Borrower under
the Agreement, the Nate, and/or the Covenant.
G. Ex enses. The Borrower will pay or reimburse the RDA for all reasonable attorney's
fees, costs and expenses, of any action, legal proceeding or dispute of any kind in which the
RDA is victorious, affecting the indebtedness secured hereby, this Agreement or the interest
created herein, or the Premises, including but not limited to the RDA's prosecution to enforce
any term and/or condition, and/or default, of this Agreement and/or the Covenant, any
condemnation action involving the Premises, or any action to protect the security hereof; and any
such amounts paid by the RDA shall be secured by this Agreement.
(i) Estoppel Affidavits. The Borrower, upon ten (10) days prior written
notice, shall famish the RDA with a written statement, duly acknowledged, which
may be relied on by the RDA, certifying the unpaid principal of, and interest on,
the indebtedness secured hereby and whether or not any off-sets or defenses exist
against such principal and interest. The RDA shall provide a similar estoppel
affidavit to Borrower, upon ten (10) days prior written notice to RDA.
H. Performance by RDA of Defaults by Borrower. If the Borrower shall default in the
payment of any tax, lien, assessment or charge levied or assessed against the Premises and/or the
Project; in the payment of any utility charge, whether public or private; in the payment of any
insurance premium; in the procurement of insurance coverage and the delivery of the insurance
policies required hereunder; in the performance of any covenant, term or condition of any leases
affecting all or any part of the Premises; or in the perfomumce or observance of any covenant,
condition or term of this Agreement; then the RDA, at its option, may perform or observe the
same, and all payments made or costs incurred by the RDA in connection therewith, shall be
secured hereby and shall be, without demand, immediately repaid by the Borrower to the'RDA.
The RDA is hereby empowered to enter and to authorize others to enter upon the Premises or
any part thereof for the purpose of performing or observing any such defaulted covenant,
condition or term, without thereby becoming liable to the Borrower or any other person in
possession holding under the Borrower.
I. Restrictive Covenants. Borrower shall be subject to the following covenants and
restrictions:
(i) It is acknowledged by the parties hereto that the Borrower must use the
Premises as an affordable rental property for a thirty (30) year period,
commencing from the date of issuance by the City of Miami Beach Building
Department of a Final Certificate of Completion for the rehabilitation/renovation
of the Premises (the "Affordability Period"), and the rents charged and the tenants
thereof must qualify under the rules and regulations promulgated by the United
States Department of Housing and Urban Development at CFR Part 92, as same
maybe amended from time to time, Terms defined in 24 CFR Part 92, and any
amendments thereto, not otherwise defined in this Agreement, shall have the
meaning set forth therein. Jn order to further ensure the enforcement of this
subsection (i), Borrower hereby recognizes, agrees, authorizes, and covenants that
the Premises shall not be sold, transferred, disposed of, or otherwise conveyed,
except to the RDA as provided herein.
(ii) If, at any time during the Affordability Period, the Premises aze no longer
used as an affordable rental property by the Borrower, then the Miami Beach
Redevelopment Agency, at its sole option and discretion, may elect one of the
following options:
(a} Require Borrower to re-pay the Principal Amount, in full, together
with all interest thereon, and any and all other amounts secured by this
Agreement; or
(b) Require Borrower, automatically, and without further action
required by the RDA, to promptly, on written demand by the RDA,
convey fee simple mazketable title to the Premises, by execution and
delivery of a Special Warranty Deed (subject to no liens or encumbrances
created by through or under Borrower) to the RDA. Borrower shall be
responsible for the cost of documentary stamps and/or other tax(es)
imposed as a result of the conveyance contemplated by this subsection (ii)
{b).
(iii) Upon the conclusion of the Term of this Agreement or the Affordability
Period, whichever is later, the Miami Beach Redevelopment Agency may, at its
sole option and discretion, elect on of the following options:
(a) Extend this Agreement and the Affordability Period for an
additional term, with such term to be determined in the sole judgment and
discretion of the RDA; or
(b) Require Borrower, .automatically, and without further action
required by the RDA, to promptly, on written demand by the RDA,
convey fee simple marketable title to the Premises, by execution and
delivery of a Special Warranty Deed {subject to no liens or encumbrances
created by through or under Borrower) to the RDA.. Borrower shall be
responsible for the cost of documentary stamps and/or other tax(es)
imposed as a result of the conveyance contemplated by this subsection (iii)
~)•
(iv) The Principal Amount, together with all interest thereon, and any and all
other amounts secured by this Agreement, shall remain a lien superior in dignity
to all other liens, titles, claims, Agreements, and/or other encumbrances, until
satisfied in the manner provided herein.
(v) Borrower further recognizes, agrees, acknowledges and herein covenants
that, in order to ensure the enforcement of this Article II (I.), Borrower shall,
concurrent with its execution and delivery of this Agreement and the Note,
10
execute and deliver to the RDA the Declaration of Covenants and Restrictions
(the "Covenant"), which Covenant is attached and incorporated as Exhibit "C"
hereto.
{vi) The foregoing covenants and restrictions (as also set forth in the Covenant
attached and incorporated as Exhibit "C" hereto) shall be considered and
construed as covenants and restrictions running with the land and recorded against
the Premises, and the same shall bind .all persons and/or entities claiming
ownership of all or any portion of the Premises. The Borrower hereby
acknowledges and agrees that the RDA and the City of Miami Beach, Florida are
beneficiaries of the restrictive covenants contained herein and in the Covenant,
and that the Covenant shall not be released and/or amended without the prior
written consent of the RDA.
(vii) Invalidation of any of these covenants by a Court of competent
jurisdiction shalt in no way affect any of the other covenants which shall remain
in full force and effect.
J. Condemnation. If all or any material part of the Premises shall be damaged or taken
through condemnation (which term when used in this Agreement shall include any damage or
taking by any governmental authority, and any transfer by private sale in lieu thereof), either
temporarily or permanently, the entire indebtedness secured hereby shall, at the sole option of the
RDA, become immediately due and payable. The RDA shall be entitled to all compensation
awards, and other payments or relief therefore and is hereby authorized, at its option, to
commence, appear in and prosecute, in its own or the Borrower's name, any action or proceeding
relating to any condemnation, and to settle or compromise any claim in connection therewith.
Ali such compensation, awards, damages, claims, rights of action and proceeds and the right
thereto are hereby assigned by the Borrower to the RDA,' who, after deducting therefrom all its
expenses, including attorney's fees, may, at its sole option, release any moneys so received by it
to Borrower without affecting the lien of this Agreement or may apply the same to the reduction
of the sums secured hereby, and to any prepayment charge herein provided, and any balance of
such moneys then remaining shall be paid to the Borrower. The Borrower agrees to execute such
further assignments of any compensations, awards, damages, claims, rights of action and
proceeds as the RDA may reasonably require. Notwithstanding the foregoing, RDA shall allow
any proceeds or other sums payable from a condemnation proceeding to be applied for
restoration of the Premises, subject to such teens and conditions as are reasonably satisfactory to
the RDA.
K. Hazardous Waste Storaee. The Bonnwer covenants with the RDA that the Premises
have not been used and will not be used in whole or in part for the storage of hazardous waste
other than in accordance with all applicable governmental requirements.
L. Reoorts,
(i) Pro egr se Reports. During the construction for the improvement, rehabilitation
and renovation of the Premises (as contemplated by the Project herein), Borrower agrees to
11
submit monthly progress reports to the RDA, describing the status of the Project and
achievement of objectives as provided herein. The progress reports shall be submitted no later
than 10 days after the end of each month until such time as the Project is issued a Final
Certificate of Completion firm the City of Miami Beach Building Department and is fully
occupied.
(ii) Tenant and Rent Schedule Certification.
(a). Borrower shall submit to the RDA for its review and written approval the
proposed rents for the units and, if applicable, the monthly allowances for utilities
and services to be paid by tenant(s). The RDA shall approve submitted rents if
such rents comply with the applicable rules and regulations promulgated by the
United States Deparhnent of Housing and Urban Development at CFR Part 92, as
same may be amended from time to time.
(b) Borrower shall provide the RDA with the initial tenant list, and any and all
subsequent updates, amendments and modifications thereto, with documentation
for all tenants confirming family size, income, financial classification, ethnicity,
rents chazged, and other information the RDA may reasonably require to ensure
that the objectives of the Project are being met. This report will continue to be
required for the duration of the Term of this Agreement or the Affordability
Period, whichever is later. The initial report shall be due within thirty (30) days
of Project lease-up.
(c). Annually, Borrower shall deliver to the RDA, by October 31st of each
calendar year, its signed report in form and substance acceptable to the RDA, to
include names of tenants, unit type, family size and income, rents charged, and
occupancy/vacancy factor of each unit for the prior fiscal year (October let
through September 30th). The report will continued to be required throughout the
Term of this Agreement or the Affordability Period, whichever is later, beginning
on the date of issuance of a Final Certificate of Completion for the Project.
(iii) Borrower shall submit such other reports as may be reasonably required by the
RDA to demonstrate compliance with any of the terms of this Agreement and/or the Covenant.
M. Audit and Inspection. At any time during normal business hours, and as often as
the RDA may deem necessary, there shall be made available to the RDA to audit, examine and
make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of
employment, and other data relating to all matters covered by this Agreement. Borrower must
maintain records necessary to document compliance with the provisions of this. Agreement
and/or the Covenant.
N. ~ Access to Records. Borrower, agrees to allow access during normal business hours to
all financial records to authorized RDA representatives and agrees to provide such assistance as
may be necessazy to facilitate fmancial audit by such representatives when deemed necessary to
insure compliance with the provisions of this Agreement and/or the Covenant. Borrower shall
12
allow access during normal business hours to all other records, forms, files, and documents
which have been generated in performance of this Agreement and to those personnel as may be
designated by the RDA.
O. ProiectMarketingPlan: In order to ensure that the Project is, and continues to,
provide the target affordable rental housing benefits to low and moderate income individuals and
families, Borrower shall submit, prior to commencement of any leasing activities for the
Premises/Project, for the RDA's review, comment, and approval, its initial "mazketing plan" for
the Project which shall, without limitation, set forth and demonstrate Borrower's objectives and
strategies for leasing of the Project, in accordance with the stated purposes contained herein.
Following the RDA's initial approval of Borrower's marketing plan, Borrower shall, upon
reasonable periodic requests by the RDA, update and revise said plan (or prepare a new plan) in
order to continue to ensure that the Project objectives are being met.
P. RDA Review of Project Income. With one (1) year from the Effective Date of this
Agreement (as said term is defined herein), the RDA and Borrower shall mutually agree upon the
(i) methodology and (ii) policies and procedures under which Boroower shall submit, for RDA's
review, comment, and written recommendation, the appropriation, allocation and/or expenditure
by Borrower of any excess net Project revenues remaining after Borrower's payment of annual
Project operating expenses (hereinafter, the "Project hrcome'~. Said policies, at a minimum,
shall provide for Borrower's timely submittal of proposed Project Income, on an annual basis, in
order to allow adequate time for review and comment by the RDA in conjunction with its annual
fiscal year budget process.
ARTICLE III.
A. Default. A default shall have occurred hereunder if:
(i) Borrower shall fail to duly observe on time any covenant, condition or agreement
of this Agreement or of any other instrument evidencing, securing or executed in
connection with the indebtedness secured hereby (hereinafter this Agreement, the Note,
the Covenant, and said other instruments may sometimes be collectively referred to as the
"Loan Documents") and such failure remains uncured for a period of thirty (30) days
after notice thereof shall have been given by the RDA to the Borrower (or for an
extended period approved by RDA, in its sole discretion, if such default stated in such
notice can be corrected, but not within such thirty (30) day period, and if the Borrower
commences such correction within such thirty (30) day period and thereafter diligently
pursues the same to completion within such extended period); or
(ii) Failure by Borrower to comply with the restrictive covenants set forth in Article IT
(I.) and/or the Covenant attached and incorporated as Exhibit "C" hereto; or
(iii) Any warranties or representations made or agreed to be made in any of the Loan
Documents shall be breached by the Borrower or shall prove to be false or misleading in
any material respect; or
13
(iv) Any lien for labor or material or otherwise shall be filed against the Premises, and
such lien is not canceled, removed, transferred, or bonded off within thirty (30) days; or
(v) A levy shall be made under any process on, or a receiver be appointed for, the
Premises or any other property of the Borrower; or
(vi) The Borrower shall file a voluntary petition in bankruptcy, or any other petition or
answer seeking or acquiescing in any reorganization, arrangement, composition,
readjustment, liquidation or similar relief for the Borrower under any present or future
federal, state or other statute, Iaw or regulation relating to bankruptcy, insolvency or other
relief for debtor; or
(vii) The Borrower shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of the Borrower or of all or any part of the Premises or of
any or all of the rents, revenues, issues, earnings, profits or income thereof; or
(viii) The Borrower shall make any general assignment for the benefit of creditors; or
(ix) In any legal proceeding the Borrower shall be adjudged to be insolvent or unable
to pay the Borrower's debts as they become due; or
(x) The Borrower shall do, or shall omit to do, any act, or any event shall occur, as a
result of which any obligation of the Borrower, not arising hereunder, may be declazed
immediately due and payable by the holder thereof.
(xi) An Event of Default occurs under the terms of the documents executed in
connection with the Note.
B. Remedies on Default. If a default shall have occurred the RDA may take one or any
combination of the following remedial steps hereunder:
(i) by written notice to Borrower, declare the whole debt and/or other obligated secured
hereby with interest accrued thereon, at the option of the RDA, to become immediately
due and payable, time beir-g of the essence of this Agreement and of the Note secured
hereby; and no omission on the part of the RDA to exercise such option when entitled so
to do shall be considered as a waiver of such right.
(ii) Ri¢ht of RDA to Enter and Take Possession.
(a) If any default shall have occurred and be continuing beyond any
applicable grace period, the RDA may, upon written demand, exercise its rights
pursuant to Article II (A.)(ii)(b) herein and, in such event, the Borrower, upon
demand of the RDA, shall convey the Premises to the RDA (in the manner
provided in I (A)(ii)(b)) and shall forthwith surrender to the RDA the actual
possession of the Premises and, the RDA may enter and take possession of the
14
Premises, and may exclude the Borrower and the Borrower's agents and
employees wholly therefrom.
(b) For the purpose of carrying out the provisions of this paragraph, the
Borrower hereby constitutes and appoints the RDA the true and lawful attorney in
fact of the Borrower to do and perform, from time to time, any and all actions
necessazy and incidental to such purpose and does, by these presents, ratify and
confirm any and all actions of said attorney in fact in the Premises.
(c) Borrower shall deliver to RDA, upon demand of the RDA, all agreements
for deed, contracts, leases, abstracts, title insurance policies, muniment of title,
surveys and other papers relating to the Premises.
(iii) enforce any remedy provided under the Agreement, the Note, and/or the Covenant,
including, without ]imitation, enforcing any liens granted thereunder; or
'(iv) take whatever action at law or in equity may appear necessary or desirable to collect
the amounts then due and there-after to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the Bonower under this Agrcement,
the Note, and/or the Covenant.
(v) Ramedies Cumulative. No right, power or remedy conferred upon or reserved by
the RDA by this Agreement is intended to be exclusive of any other right, power or
remedy, but each and every such right, power and remedy shall be cumulative and
concurrent and shall be in addition to any other right, power and remedy given hereunder
or now or hereafter existing at law or in equity or by statute.
(~) A~ * to Pav Attomevs' Fees and Expenses. Tn the event the Borrower should
default under any ofthe provisions ofthis Agreement and/or the Covenant and the RDA should
employ attorneys or incur other expenses for the collection of payments required hereunder or
the enforcement of performance or observance of any obligation or agreement on the part of the
Borrower herein contained the Borrower agrees that it will on demand therefore pay to the
RDA the reasonable fees of ouch attorneys and such other expenses so incumd by the RDA.
(vii) No Additional Waiver lmylied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either patty and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any otherbreach hereunder.
ARTICLE IV.
A. Su~ressors and Assians Included in Parties. Whenever in this Agreement one of the
parties hereto is named or referred to, the hems, legal representatives, successors and assigns of
such patties shall be included and all covenants and agreements contained in this indenture by or
on behalf of the Borrower and by or on behalf of the RDA shall bind and inure to the benefit of
t5
their respective heirs, legal representatives, successors and assigns, whether so expressed or not.
Provided, however, that the Borrower shall have no right to assign its obligations hereunder
without the prior written consent of the RDA, which consent shall be at the RDA's sole
judgment, if given at all, and discretion.
B. Headin s. The headings of the sections, pazagraphs and subdivisions of this Agreement
are for the convenience of reference only, are not to be considered a part hereof and shall not
limit or otherwise affect any of the terms hereof.
C. Invalid Provisions to Affect No Others. If fulfillment of any provision hereof or any
transaction related hereto or to the Note, at the time performance of such provisions shall be due,
shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation
to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision herein
contained operates or would prospectively operate to invalidate this Agreement in whole or in
part, than such clause or provision only shall be held for naught, as though not herein contained,
and the remainder of this Agreement shall remain operative and in full force and effect.
Notwithstanding any provision contained herein, the total liability of Borrower for payment of
interest, including service charges, penalties or any other fees pursuant to the Loan Documents,
shall not exceed the maximum amount of such interest permitted by applicable law to be
charged, and if any payments by Borrower include interest in excess of the maximum allowable
amount then said excess shall be applied to the reduction of the unpaid principal amount due
pursuant hereto.
D. Number and Gender. Whenever the singular or plural number, masculine or feminine or
neuter gender is used herein, it shall equally include the other.
ARTICLE V.
A. Notice. Any notice or other communication required or permitted to be given hereunder
shall be sufficient if in writing and delivered in person or sent by United States Certified Mail,
postage prepaid, to the parties being given such notice at the following addresses:
BORROWER: MBCDC: The Allen, LLC
945 Pennsylvania Avenue
Miami Beach, FL 33139
Attention: Roberto Datorre, President
With copies to: Miami Beach Community Development
Corporation, Inc.
945 Pennsylvania Avenue
Miami Beach, FL 33139
Attention: Roberto Datorre, President
RDA; MIAMI BEACH REDEVEOPMENT AGENCY
1700 Convention Center Drive
16
Miami Beach, Florida 33139
Attention: Executive Director
With copies to: CITY OF MIAMI BEACH
City Manager's Office
1700 Convention Center Drive
Miami Beach, Florida 33139
and
CITY OF MIAMI BBACH
Office of the City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
Any party may change said address by giving the other parties hereto notice of such change of
address. Notice given as hereinabove provided shall be deemed given on the date of its deposit
in the United States Mail and, unless sooner received, shall be deemed received by the party to
whom it is addressed on the third calendar day following the date on which said notice is
deposited in the mail, or if an courier system is used, on the date of delivery of the notice.
ARTICLE VI.
INDEMNIFICATION
A. Borrower shall and hereby agrees to indemnify and save the Miami Beach Redevelopment
Agency (RDA), and the City of Miami Beach, Florida (City), respectively, harmless against and from
all claims by or on behalf of any person, firm, corporation or other legal entity arising from the
conduct or management of, or from any work or thing done on, the Premises and/or the Project,
including without limitation, (i} any condition of the Premises and/or the Project; (d) arty breach or default on
the part of the Borrower in thc performance of any of its obligations under this Agreement, the Note,
and/or the Covenant; (iii) any act or negligence of the Borrower or of any ofits agents, ~ servairis,
anployces ar licensees; ar (iv) any act or negligence of any assignee ar lessee of the Borrower, ar of any
agents, contractors, servards, employees or licensees of any assignee ar lessee ofthe Borrower.Borrower shall
indemnify arYi save the RDA anrl/ar the City harrnless from any such claim arising as aforesaid, or in
connection with any action or proceeding brought thereon, and upon notice fiiwri the RDA and/or the City ,
Borrower shall deferulit in any such action or proceeding.
B. Notwithstanding the fact that it is the intention of the parties hereto that the RDA and/or the City
shall not ineru any pecuniary liability by reason of the tams of this Agreearrent ,the Note, and/or the
Covenant; nevertheless, if the RDA ardor the City should incur any such pecurriary liability, then in such
event the Borrower shall indemnify and hold the RDA andlor the City harmless against all claims,
demands ar causes of action whatsoever, by ar on behalf of any person, firm or corporation ar other legal
entity arising out of the same and all vests and expenses iricwred in connech°n with anY such claim or in
t7
connection with any action or proceeding brought thereon, and upon notice from the RDA and/or the
City, theBorrowershall defendtheRDA ancUortheCityinanysuchaction orpiviceedutg.
C. Borrower agrees to indemnify the RDA and/or the City, against all claims arising out of the
acquisition, conshuction, improvement, renovation, rehabilitation, equipping, operationand/or management
of the Premises and/or the Project, and to pay or bond or discharge and indemnify and hold ham>less the
RDA and/or the City, from and against (i) any lien ar charge upon payments by the Boirowea, to ar for the
account of the RDA and/or the City hereunder, and (ii) any taxes, assessmehts, impositions and other
charges of any federal, State ar other governmental agency ar political body in respect ofthe Premisesand/or
the Project. Tf any such claim is asserted, or any such lien ar charge upon payments or any such taxes,
assessments, impositions ar other charges are sought to be imposed, the RDA and/or the City will give
prompt notice to Borrower, and Borrower shall pay the same or bond and assume the defense
thereof, with full power to contest, litigate, compromise ar settle the same in its sole discretion.
D. Borrower shall at all times protect and hold the RDA andlar the City, harmless against any
claims or liability resulting from any loss or damage to properly or arty injuryto or death of anypetson that
may be occasioned by any cause whatsoever pertaining to the Premises and/ar the Protect ar the use
thereof, such indemnification to include reasonable expenses and attorneys' fees incurred by the RDA
and/artheCity, in connection therewith.
B. For purposes of the Indemnification provisions contained in this Article VI, all references
to the RDA and/or the City shall be deemed to include their respective commissioners, members,
officials, employees, agents, and contractors.
F. The indemnification provisions in this Article VI are intended to survive beyond
satisfaction, termination and/or other expiration of this Agreement, the Note, and/or the
Covenant.
ARTICLE VII.
A. Assienment of Rents and Leases. As further security for payment of principal, interest
and other amounts due the RDA now, or hereafter secured hereby, Borrower hereby transfers,
assigns and sets over unto RDA all leases, if any, now or hereafter entered into by Borrower with
respect to all or any part of the Premises, and all renewals, extensions, subleases or assignments
thereof, and all other written or oral occupancy agreements, by concession, license or otherwise,
together with all of the rents, income, receipts, revenues, issues and profits arising therefrom.
B. Security Agreement. This instrument also creates a security interest in any and all
equipment and furnishings as are considered or determined to be personal property or fixtures,
together with all replacements, substitutions, additions, products and proceeds thereof, in favor
of the RDA under the Florida Uniform Commercial Code to secure payment of principal, interest
and other amounts due RDA now or hereafter secured hereby, and RDA shall also have all the
rights and remedies of a secured party under the Florida Uniform Commercial Code and, without
limitation, upon or in derogation of the rights and remedies created and accorded to the RDA by
this Agreement, pursuant to the common law or any other laws of the State of Florida or any
18
other jurisdiction, it being understood that the rights and remedies of RDA under the Florida
Uniform Commercial Code shall be cumulative and in addition to all other rights and remedies
of RDA arising under the common law or any other laws of the State of Florida or any other
jurisdiction.
C. Choice of Law. This Agreement is to be construed in all respects and enforced according
to the laws of the State of Florida. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, both substantive and remedial, without regard
to principles of conflict of laws. The exclusive venue for any litigation arising out of this
Agreement shall be Miami-Dade County, Florida, if in State court, and the U.S. District Court,
Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT,
THE RDA AND BORROWER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF, THIS AGREEMENT.
D. Bindine Bffect. This Agreement shall be binding upon and inure to the benefit of the
Borrower and RDA hereto, and their respective heirs, successors and assigns.
E. Term of Agreement. This Agreement shall commence upon execution by the parties
hereto (which date, hereinafter the "Effective Date", shall be the date written on page I of the
Agrecment), and shall continue in full force and effect for a term of thirty (30) years from such
Effective Date, or from the last date of the term of the Affordability Period, as said date is
defined in Article II (I.) of the Agreement and the Covenant, whichever is later.
pdattaV~GURVsGREIIMNnMBCCC (The Londan, LLC Closing -Loan Agrcemrnt (Flnat 427-07).doc
[REMAINDER OP THIS PAGE LEFT INTENTIONALLY BLANK]
19
IN WITNESS WHEREOF, Borrower has caused this Agreement to be executed on the date
first above written.
WITNESSES: BORROWER:
MBCDC: The London, LLC, a Florida limited
liability company
By: Miami Beach Community Development
Corporation, A Florida non-profit corporation, its
~.,,i/' sole member
Pn to Name: fLro ~t~o.s
By:
' Nam : o e o atone
Print Name: (~I(Chn-o~ ~,''~ Title: President
STATE OF FLORIDA
COUNTY OF MIANII-DARE
The fore om Agreement and Security Agreement was acknowledged before me this
day off )L~___, 2007, by Roberto Datorre, as President of Miami Beach Community
Development Corporation, a Florida non-profit corporation, the sole member of MBCDC: The
London, LLC, a Florida limited liability company, on behalf of fire corporatio . He is p~ nalas
known to me or has produced Florida Driver's License No.
identification.
~,~~~ ~c
Name:
Notary Public
State of Florida at Lazge
My commission expires:
20
EXHIBIT "A'•
NOTE
zi
PROMISSORY NOTE
$4,603,852.50
April 30, 20D7
Miami Beach, Florida
FOR VALUE RECEIVED the undersigned, MBCDC: THE LONDON LLC, a Florida limited
liability company ("Maker"), promises to pay to the order of the MIAMI BEACH
REDEVELOPMENT AGENCY, a public body corporate and politic, together with any other holder of
this Note ("the "RDA" and/or Holder"), at 1700 Convention Center Drive, Miami Beach, Florida 33139,
Attention: Executive Director or such other place as Holder may from time to time designate in writing,
the principal sum of FOUR MILLION SDC HUNDRED THREE THOUSAND. EIGHT HUNDRED
FIFTY TWO DOLLARS AND .50/100 ($'4,603,852.50) (the "Principal Amount"), to be paid in lawful
money of the United States of America in accordance with the terms of this Note.
This Note is secured by a Loan Agreement of even date herewith between Maker and Holder (the
"Loan Agreemenf~ encumbering that certain real property located in Miami-Dade County, Florida, 1965
Washington Avenue and 1975 Washington Avenue, Miami Beach, Florida, attached and described as
Exhibit "A" hereto (the `Properly"). The foregoing and all other exhibits, agreements, instruments and
documents delivered in connection with the Loan Agreement and with this Note are collectively referred
to as the "Loan Documents" (as said term is also defined in the Loan Agreement).
This Note shall not bear interest. Notwithstanding anything to the contrary herein, the entire
Principal Amount shall be due and payable as follows: At the end of the Term of the Loan Agreement, or
the conclusion of the Affordability Period (as said term is defined in the Loan Agreement) (hereinafter the
"Maturity Date', whichever is later, Maker shall immediately, upon written demand from the Holder,
convey good and marketable fee simple title to the Property to the RDA, by execution and delivery of a
Special Warranty Deed (subject to no liens and encumbrances). Boaower shall be responsible for the
cost of documentary stampsand/or other tax(es) imposed as a result of the conveyance contemplated by
this subsection
ht the event of a default by the Maker under this Note; the Holder's sole remedy shall be limited
to exeroising its rights under the Loan Documents.
This Note has been executed and delivered in, and is to be governed by and construed under the
laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United
States of America.
The "Default Interest Rate" and, in the event no specific Maximum Rate is applicable, the
Maximum Rate shall be twelve percent (12%) per annum.
Holder shall have the right, at its sole option and discretion, to declaze the total unpaid balance
and/or obligation hereof to be immediately due and payable in advance of the Maturity Date or require
Maker to convey the Property to Holder, in the manner set forth above and in the Loan Documents, upon
the failure of Maker to comply with the terms of the Loan Documents (including without limitation, that
certain Restrictive Covenant attached and incorporated thereto); or upon the occurrence of an event of
default pursuant to any one of the Loan Documents now or hereafter evidencing, securing or guaranteeing
payment of the indebtedness evidenced by this Note. Exercise of this right shall be without notice to
Maker or to any other person liable for payment of this Note, notice of such exercise is expressly waived.
Any payment and/or obligation under this Note not paid and/or satisfied when due (at maturity,
upon acceleration or otherwise) taking into account applicable grace periods shall bear interest at the
Default Interest Rate from the due date until paid.
Time is of the essence. In the event that this Note is collected by law or through attorneys at law,
or under their advice therefrom, Maker agrees, to pay al] costs of collection, including reasonable
attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial,
appeal, banlnuptcy or other creditors proceedings or otherwise.
Acceptance of partial', payments or payments marked "payment in full" or "in satisfaction" or
words to similar effect shall not affect the duty of Maker to pay all obligations due under this Note, and
shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents.
The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly,
successively or together, at the'sole discretion of Holder, and may be exercised as often as occasion
therefore shall arise. No action or omission of Holder, including specifically any failure to exercise or
forbearance iri'the exercise of any remedy, shall'b'e deemed to'be a waiver or release of the same, such
waiver or release to be effected only to the extent specifically recited in a written document executed by
Holder. A waiver or release with reference to any one event'shall not be construed as continuing or as
constituting a cause of dealirig; nor shall it be construed as a bar to, or as a waiver or release of, any
subsequent remedy as to a subsequent event.
Any notice to be given or to be served upon the Maker or the Holder in connection with this Note,
whether required or otherwise, maybe given in any mamrer permitted under the Loan Documents.
The term "other person liable for payment hereof' shall include any endorser, guarantor, surety or
other person now or hereafter primarily or secondarily liable for-the payment of this Note, whether by .
signing this or another instrument.
Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as
the case maybe, and the singular number includes the plural, and the plural number includes the singular.
Maker and any other person liable for the payment hereof respectively, hereby (a) expressly
waive airy valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice
of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; and (b).
consents that Holder may, from time to time and without notice to any of them or demand, (i) extend,
rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any
part of the collateral for this Note, and/or (iii) release Maker (or any co-maker) or any other person liable
for payment hereof, without in any way modifying, altering, releasing, affecting or limiting their
respective liability or the lien of any security instrument.
BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WANES ITS RIGHTS OR TFIH RIGHTS OF ITS HEIILS, ASSIGNS,
SUCCESSORS OR PERSONAL REPRESENTATNES TO A TRIAL BY NRY, IF ANY, IN ANY
ACTION, PROCBEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE,
AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM,
COUNTERCLAIM, AFFIItMATNE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF,
p DEAGREEMENT TO TBE EXECUTED IN CONN~ ON HEREWITH ORS WITH THE
FOREGOING OR ANY FUTUlR2E EADVANCE TIIEREIJNDER. TH S PROMOS ON IS A MATERIAL
INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO A BORROWER AND NO WAIVER OR
LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN
WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF.
Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part
of the transaction with Maker and that, but for Maker's agreement to such paragraph, Holder would not
have loaned the Principal Amount to the Maker pursuant to the terms of this Note.
THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAIR ON THIS NOTE
AND EVIDENCE OF SUCH PAYMENT APPEARS ON THE LOAN DOCUMENTS SECURING
THIS NOTE.
IN WITNESS WHEREOF, Maker has executed this Note on the day and year first above written.
MBCDC: THE LONDON LLC, a Florida limited
- - liability company
• By: -Miami Beach Community Deve]opment
Corporation, A Florida non-profit corporation, its
. sole member
Witnesses:
i/
Signature
nh4 i=~ o iz.~4.~ S
Print Name
Signature~~i5~~~ Q/D~'~
T~
Print Name
By.
Name: o e o atorre
Title: 'President
F:~atloV+t1URWGREBMNTMBCDC (71ia London, LLC Closing-Nola (Final 4-27.07).doc
EXHIBIT "B"
LEGAL DESCRIPTION
The Premises shall be defined as the real property (the Land) located at 1965 Washington
Avenue and 1975 Washington Avenue, Miami Beach, Miami-Dade County, Florida, and legally
described as follows:
That portion of Lot 1, Block H of Resubdivision of Blocks G, H, J and K and
Triangulaz Tract lying South of Block K and West of Block G, together with
Cardinal Street (now vacated), according to the Amended Map of Ocean Front
Property, of the Miami Beach Improvement Company (said map being recorded
in Plat Book 5 on Page 7 and 8 of the Public Records of Dade County, Florida}
according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public
Records of Dade County, Florida, more particularly described as follows, to wit:
Commence at the Northeast corner of Lot 1, Block H of a resubdivision of Blocks
G, H, J, K and Triangular Tract lying South of Block K and West of Block G,
together with Cardinal Street (now vacated) according to the Amended Map of
Ocean Front Property of Miami Beach Improvement Company (recorded in Plat
Book 5 on Pages 7 and 8 of the Public Records of Dade County, Florida)
according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public
Records of Dade County, Florida; thence Northwesterly along the Northerly
boundary line of said Lot 1, for a distance of 120 feet to an iron pipe, thence
Southwesterly parallel to the Easterly boundary line of said Lot 1 for a distance of
61.19 feet to an iron pipe which iron pipe is located 64 feet Northerly from the
Southerly boundary. line of said Lot I, measured along the prolongation
Southwesterly of the last preceding course and said iron pipe is the point of
beginning of the parcel of land herein described; thence continue Southwesterly
parallel with the Easterly boundary line of said Lot 1 for a distance of 44 feet to
an iron pipe located 20 feet Northerly from the Southerly line of said Lot 1
measured along the prolongation Southwesterly of the last preceding course;
thence Northwesterly along a line 20 feet Northeasterly from and parallel to the
Southerly boundary line of said Lot 1 for a distance of 93.78 feet to an iron pipe
• located on the Westerly boundary line of said Lot 1 at a distance of 21.53 feet
Northerly from the Southwesterly comer of said Lot 1, measured along the
Westerly boundary line of said Lot 1; thence Northerly along the Westerly
boundary line of said Lot 1 for a distance of 47.79 feet to an iron pipe; thence
Southeasterly parallel with the Northerly boundary line of said Lot 1 and 61,19
feet Southwesterly therefrom, measured at right angles thereto for a distance of
111,61 feet to the Point of Beginning of the parcel of land herein described.
AND
That portion of Lat 1, Block H, of a Resubdivision of Blocks G, H, J and K and
Triangular Tract lying South of Block K and West of Block G, together with
Cazdinal Street (now vacated) according to the Amended Map of Ocean Front
Property of the Miami Beach Improvement Company (said map being recorded in
22
Plat Book 5, Pages 7 and 8 of the Public Records of Dade .County, Florida),
according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public
Records of Dade County, Florida, more particularly described as follows, to wit:
Commence at the Northeasterly comer of Lot 1, Block H of a Resubdivision of
Blocks G, H, J, K and Triangular Tract lying South of Block K and West of Block
G, together with Cardinal Street (now vacated) according to the Amended Map of
Ocean From Property of the Miami Beach Improvement Company (recorded in
Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida),
according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public
Records of Dade County, Florida; thence Northwesterly along the Northerly
boundary ]ine of said Lot 1 for a distance of 120 feet to an iron pipe mazking the
Point of Beginning of the parcel of land herein described; thence Southwesterly
parallel to the Easterly boundary line of said Lot 1 for a distance of 61.19 feet to a
point which is 64 feet Northerly from the Southerly boundary line of said Lot 1
measured along the prolongation Southwesterly of the last preceding course;
thence Northwesterly parallel with the Northerly boundary of said Lot 1 for a
distance of 111.64 feet to an iron pipe located on the Westerly boundary line of
said Lot 1 at a distance of 69.32 feet Northerly from the Southwesterly corner of
said Lot 1, measured along the Westerly boundazy line of said Lot 1; thence
Northerly along the Westerly boundary line of said Lot 1 for a distance of 43.76
feet to the beginning of a tangentisi circular curve; thence Northerly and Easterly
along the Northwesterly boundary line of said Lot 1 and along a tangential
circular curve having a radius of 15 feet through a central angle of 111 degrees 56
minutes 30 seconds for an arc distance of 29.31 feet to the end of said curve;
thence Southeasterly along the Northerly boundary line of said Lot 1 for a
distance of 114.09 feet to the point of Beginning of the parcel of land herein
described.
and shall include the Land thereof together with any buildings (including footings and
foundations), equipment, fixtures, and other improvements and appurtenances of every kind and
description now or hereafter executed, constructed or placed upon the Land and any and all
alterations and replacements thereof, additions thereto and substitutions therefor.
23
EXHIBIT "C"
RESTRICTIVE COVENANT
24
This instrument prepared by:
Raul J. Aguila
Office of the City Attorney
City of Miami Beach
1700 Convention Center DI1Ve S ce nscrved Cor Clerk of Coun)
Miami Beach, Florida 33139 <
DECLARATION OF RESTRICTIVE COVENANTS
,2007
This Declaration of Restrictive Covenants (hereinaIIer the "Covenant"), is made this day of
byMBCDC; The London LLC,aFloridalimitedliabilitycompanywhoseaddressis945PennsylvaniaAvenue,Miami
Beach, Florida, 33139 (hereinafter the "Owner").
RECTfALS:
WHEREAS, Owner is a Florida limited liability company whose sole member is Miami Beach Community
Development Corporation, Inc., a Florida not-for-profit housing corporation which is also the City of Miami Beach,
Florida's designated Community Housing Development Organization (CIiDO); and
WHEREAS, Owner is undertaking a project to acquhe and renovate/rehabilitate that certain historically
designatedreal property located at 1965 W ashingtonAvenue and 1975 W ashington Avenue, Miami Beach, Florida (and
hereinafter referred ro as the "Premises", as defined herein and inExhiblt °A"attached and incorporated hereto) for the
purpose of providing affordable rental housing for low to moderate income individuals and families (the "Project"); and
WHEREAS, the Premises and Project are/is located within the City CentedJlistoric Convention Village
Redeveloprrunt Area, a community redevelopment area in the City of Mianri Beach, Florida, designated and created
pursuant ro Sections 163.330 -163.463, Florida Statutes (the "Community Redevelopment Act of 1969" or the "Act")
(hereinafter refemd to as the "City Center RDA"}; and
WHEREAS, the Pmject is consistent with the City Center/Histaric Convention Village Redevelopment and
Revitalization Area Plan, as adopted by the City of Miami Beech Conuniasion and the Miami Beach Redevelopment
Agency, respectively, and as approved by the Miami-Dada County Board of County Commissioners (hereinafter referred
ro as the "Redevelopment Plan'; and
WHEREAS, the Project will promote the Redevelopment Plan objectives by (i) restoring and preserving
historically contributing properties within the City Center RDA; and (ii) creating new affordable housing opportunities
within said RDA for low and moderate income individuals and families; and
WHEREAS, pursuant to Miami Beach Redevelopment Agency Resolution No.540-2007, passed end adopted
on January 17, 2007, and Miami Beach Redevelopntant Agency ResolutionNo. 545-2007, passed and adopted on March
14, 2007, end subject further to the terms and conditions hereinafter contained, the RDA has agreed to loan Owner the
funds for Owner s acquisition of the Premises.
WHEREAS, Owner and the Miami Beach Redevelopment Agency, a public body corporate and politic (the
"RDA") have entered inro a Loan Agreement, dated April 30, 2007 (the "Loan Agrcament"), which principal amount was
uGllzed by Owner in the purchase of the Premises ro accomplish the stated purposes of the Project; and
WHEREAS, the RDA desires, and Ownerhereby acknowledges and agrees, to impose certainprovisions of the
Loan Agreement as covenants and restrictions upon the Premises and any improvemerds located or hereinafter to be made
thereon.
NOW, THEREFORE, Owner voluntarily covenants and agrees that the following Premises located in the City
of Miami Beach, Miami-Dade County, Florida, and legally described in Exhibit "A" attached and incorpozated hereto
(hereinafter the "Premises"), shall be subject ro the following restrictions that axe intended and shall be deemed to he
covenants rutuiing with the land and binding upon Owner, and its successors in interest and assigns, as follows:
1. ThefindingssetforthintheRecitalsofthiaCovenantareherobyadoptedbyrefereaceandincorporared
herein as if fully set forth in this SecBon.
2. Miami Beach Redevelopment Agency(RDA)funds,intheamountofFourMillion Six Hundred Three
Thousand Eight Hundred Fifty Two Dollarsand.50/100 ($4,603,852.50)(tho"PrincipalAmounf7,were utilized in the
purchase of the Premises, in order to provide affordable housing for tenants in accordance with and consistent with the
powers granted ro the RDA pursuant to the Act, and the tents charged and the tenants thereof shall qualify underthe roles
and regulations promulgated by the United States Department of Housing and Urban Development, ae same maybe
amended fromtitna to time. 1n consideration ofthese funds, the Premises shall be subject to the following restrictions for
aperiod ofthirly (30) years (Affordability Period), which period ahnll commence upon the date of issuance by the City of
Miami Beech Building Department of a Final Certificate of Completion for the renovation and rehebilitarion of the
Premises for the stated use and purposes contemplated by the Project.
3. Restrictive Covenants. Owner shall be subject ro the following covenants and resnictions:
(i) Owner must use the Premises as an affordable rental property for a thirty (30) year period,
commencing from the date of issuance by the City of Miami Beach Building Department of a Final
Certificate of Completion for the rehabilitation/rarovation of the Premises (the "Affordability
Period', and the reins charged and the tenants thereof must qualify under the rules and regulations
promulgated by the United States Department ofHousing and UrbanDevelopment at CFR Part 92, as
same maybe amended from time ro time. Tema defined in 24 CFR Part 92, and any amendments
theroro, not otherwise defined in this Covenan4 shall have the meaning set forth therein. In order ro
further ensnre the enforcement of this Section (3), Owner herby recognizes, agrees, authorizes, and
covenants that the Premises shall not ba sold, transferred, disposed of, or otherwise conveyed, except
to the RDA, as provided herein.
(ii) If at any time during the Affordability Period, the Premises ate no longer used as .an
affordable rental pmpertyby the Owner, thenthe RDA, at its sole option and discretion, may elect one
of the following options:
(a) Require Owner to repay the Principal Amount, in Hill, together with all interest
thereon, and auy and all other amounts as may then be or become due pursuant to the Loan
Agreement; or
(b) Require Owner, automatically and without further action requred by the RDA, ro
promptly, on written demand, exearte and deliver a Special Warranty Deed (subject ro no
liens or arcnmbranxs croated by through orunder Owaer),conveying good and rnarketeble
fee simple title in the Preadsos ro the RDA. Owner shall be responsible for the cost of
documentary atampsand/or other tax(es) imposed ass insult ofthe conveyance contemplated
by this subsection (ii)(b).
(iii} Upon the conclusion of the Affordability Period, the RDA may, at its sole option and
discretion, elect one of the following options:
(a) Extend the Loan Agreement and the Affordability Period for an additional term,
with such teen to be determined in the sole judgment and discretion of the RDA; or
(b) Require Owner, automatically and without further action required by the RDA, to
promptly, on written demand, execute and deliver a Special Warranty Deed (subject ro no
liens or encumbrances created by through or under Owner), conveying good and marketable
fee simple title in the Premises to the RDA. Owner shall be responsible for the cost of
documentary stamps and/or other tax(es) imposed as a result ofthe conveyance contemplated
by this subsection (ii)(b).
(iv) The Principal Amount, rogether with all interest thereon, and any and all other amounts which
may become due and payable to the RDA under the Loen Agreement, shall remain a lien superior in
dignity to all other liens, titles, claims, Agreements, and/or other encumbrances, until satisfied in the
manner provided in this Covenant, or in the Loan Agreement.
4. IT IS SPECIFICALLY ACKNOWLEDGED BY THE PARTIES HERETO THAT THE
PREMISES ARE TO BE USED, OPERATED, AND MAINTAINED ONLY AS AN AFFORDABLE HOUSING
RESIDENTIAL RENTAL PROPERTY, AND FOR NO OTHER PURPOSE. USE OF THE PREMISES FOR
PURPOSES OTHER THAN AS AN AFFORDABLE HOUSING RESD)ENTIAi. RENTAL PROPERTYSHALL
BE DEEMED A DEFAULT UNDER SECTION 3 HEREOF.
5. The foregoing covenants and restrictions shall be considered and constmed as covenants and
restrictions running with the land, and the same shall bind all persons claiming ownership of all, or any portion of, the
Premises. The Owner hereby acknowledges and agrees that the RDA and the City of Miami Beach, Florida ("City"),
respectively, are intended ro be the sole beneficiarica of this Covenant, and nothing in this Covenant shall confer upon
any peroon or amity, other than the RDA and/or the Ciry, any rights or remedies under or by reason of this Covenant.
6. The Owmr shall not release or amend this Covenant without the prior written consent of We RDA.
7. Invalidation of any of these covenants by a court of competent jurisdiction shall inno way affect any of
the other covenants, which shall remain in full force and effect.
g. This Covenant shall be recorded in the Public Records ofMiami-Dada County, Florida, at the cost of
the Owner.
9. It is understood and agreed that any official of the Miami Beach Redevelopment Agency (RDA) may
have the right et any time during normal working hours of entering and investigating the use of the Premises, to determine
whether the conditions of this Covenant and the requirements set forth hernia, era being compiied with.
10. An action to enforce the terms and conditions of this Covenant tnay be brought by the RDA and/or the
City and may be by action at law of in equity against anyparty or person violating or attempting to violate any provision
of this Covenant, either to restrain violations or ro recover damages. The prevailing party in the action or suit shall be
entifled to recover costs and reasonable attorneys' fees, at all levels of trial and appeal. This enforcement provision shell
be in addition to any other remedies available under the law.
I1. This Covenant is to be construed in all respects and enforced according to the laws of the State of
Florida. This Covenant shall be governed by, and construed in accordance with, the laws of the State of Florida, both
substantive and remedial, without regard ro the principles of conflict of laws. The exclusive venue for any litigation
arising out of this Covenatt shall be Miami-Dade County, Florida, if in State court, on the U.S. District Court, Souther
District of Florida, if in federal court.
FdatloUCURUGREEMNIIMBCDC(Tha London, LLC Clasin~ -Restrictive Covenant (final 4.27A7).doc
(REMAINDBR OF THIS PAGE LEFT INTENTIONALLY BLANK]
1N WITNESS WHEREOF, the Owner has hereunto caused these presents to be signed and, attested 6y the
respective wifiesses on this _, day of , 2007.
WITNESSES: OWNER:
MBCDC: The London,LLC,aFloridalimitedliabilitycompany
By: Miami Beach Community Development Corporation, A
Florida non-profit corporation, its sole member
Print Nama:
By:
Name: Robero Damrre
Print Name: Title: President
STATE OF FLORIDA )
COUNTY OF MIAMI-DARE )
The foregoing Restrictive Covenant was acknowledged before me this _ day of , 2007, by
Roberto Datorn, as President ofMiatni Beach Community Development Corporation, a Florida non-profit corporation,
the sole member of MBCDC: The London, LLC, aFlorida limited liability company, on behalfof the corporation. He is
personally known to me or has produced Florida Driver's License No. as identification,
Notary Public
State of Florida at Large
My commission expires:
EXHIBIT "An
LEGAL DESCRIPTION
The Premises shall be defined as the real property (the Land) located a[ 1965 Washington Avenue and 1975 Washington
Avenue, Miami Beach, Miami-Dade County, Florida, and legally described as follows:
That portion of Lot 1, Block H of Resubdivision of Blocks G, H, J and K and Triangular Tract lying
South of Block K and Weat of Block G, together wish Cardinal Street (now vacated), according to the
Amended Map of Ocean Front Property, of thn Miami Beach Improvement Company (said map being
recorded in Plat Book 5 on Page 7 and 8 of the Public Records of Dada County, Florida) according to
the Plat thereof, recorded in Plat Book 6, Page 102 of the Public Records of Dade County, Florida,
more particularly described as follows, to wit: Commence at the Northeast comer of Lot 1, Block H of
a resubdivision of Blocks G, H, J, K and Triangular'ltactiying South of Block K and West of Block
G, together with Cardinal Street (now vacated) according to the Amended Map of Ocean Front
Property of Miami Beach Improvement Company (recorded in Plat Book 5 on Pagea 7 and 8 of the
Public Records of Dade County, Florida) according to the Platthereof, recorded in Plat Book 6, Page
102 of the Public Records of Dade County, Florida; thence Northwesterly along the Northerly
bomdary line of said Lot I, for a distance of 120 feet to an iron pipe; thence Southwesterly parallel to
the Easterly boundary line of said Lot 1 for s distance of 61.19 feet to an iron pipe which iron pipe is
located 64 .feet Northerly from the Southerly boundary line of said Lot 1, measured along the
prolongation Southwesterly ofthe last preceding course and said iron pipe is the point ofbeginning of
the parcel of land herein described; theace continue Southwesterly parallel with the Easterly boundary
line of said Lot 1 for a distance of 44 feet to an iron pips located 20 feet Northerly from the Southerly
line of said Lot 1 measured along the prolongation Southwesterly of the last preceding course; thence
Northwesterly along a line 20 feet Northeasterly from and parallel to the Southerly boundary line of
said Lot 1 for a distance of93.78 fcet to an ironpipe located on the Westerly boundary line ofseid Lot
1 at a distance of 21.53 feet Northerly from the Southwesterly comer of said Lol 1, measured along the
Westerly boundary line of said Lot 1; thenceNortherly along the Westerly boundary line of said Lot 1
for a distance of 47.74 feetto an iron pipe; thence Southeasterly parallel with the Northerlyboundary
line of said Lot 1 and 61.19 feet Southwesterly therefrom, measured at right angles thereto for a
distance of 111.61 feet ro the Point of Beginning of the parcel of land herein described.
AND
Thatportion of Lot 1, Block H, of a Rcsubdivision of Blocks G, H, J and K and Triangular Tract lying
South of Block K and West of Block G, together with Cardinal Street (now vacated) according to the
Amended Map of Ocean Front Property of the Miami Beach Improvement Company (saidmap being
recorded in Plat Book 5, Pagea 7 and 8 of the Public Records of Dade County, Florida), according to
the Plat thereof, recorded in Plat Book 6, Page 102, of the Public Records of Dade County, Florida,
more particularly described as follows, to wit:
Commence at the Northeasterly comer of Lot 1, Block H of a Resubdivision of Blocks G, H, J, K and
Triangular Tract lying South of Block K and West of Block G, together with Cardinal Sheet (now
vacated) according to the Amended Map of OceanFrom Property of the Miami Beach Improvement
Company (recorded in Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida),
according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public Records of Dade
County, Florida; thence Northwesterly along the Northerly boundary line of said Lot 1 for a distance
of 120 Feet to an iron pipe marking the Point of Beginning of the parcel of land herein described;
thence Southwesterly parallel to the Easterlyboundary line of said Lot 1 for a distance of 61.19 feet to
a point which is 64 feetNortherly from the Southerly boundary line of said Lot 1 measured along the
prolongation Southwesterly of the last preceding course; thence Northwesterly parallel with the
5
Northerly boundary of said Lot l for a distance of 111.64 feet to an eon pipe located on the Westerly
boundary line of said Lot 1 at a distance of 69.32 feet Northerly from the Southwesterly comer of said
Lot 1, measured along the Westerly boundary line of said Lot 1; thence Northerly along the Westerly
boundary line of said Lot 1 for a distance of 43.76 feet to the beginning of a tangential circular curve;
thence Northerly and Easterly along the Northwesterly boundary line of said Lot 1 and along a
tangential circulaz curve having a radius of i 5 feet through a central angle of 11 I degrees 56 minutes
30 seconds for an arc distance of 29.31 feet to the end of said curve; thence Southeasterly along the
Northerly boundary line of said Lot 1 for a distance of 114.09 feet to the point of Beginning of the
parcel of land herein described.
and shall include the Land thereoftogether with any buildings (including footings and foundations), equipment, fixtures,
and other improvements and appurtenances of every kind and description now or hereafter executed, constructed or
placed upon the Land and any and all alterations and replacements thereof, additions thereto and substiNtions therefor.