Reso 2012-1952 - Laserfiche WebLink

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PROMISSORY NOTE August L$. , 2012 FOR VALUE RECEIVED, the undersigned, LPLA Partners, LP ( "Maker" or "LPLA Partners "), a Delaware limited partnership having an office c/o TG Development Corp. 4000 Island Blvd. PH -2, Aventura, FL 33160, in consideration of a Thirty Three (33) month ( "Term ") extension for LPLA's payment of the Transfer of Development Rights ( "TDRs ") and bonus payments described hereinbelow, promises to pay to the order of the City of Sunny Isles Beach ( "Payee" or the "City "), a Florida municipal corporation located at 18070 Collins Avenue, Sunny Isles, Beach, FL 33160 or at such other office as Payee may from time to time designate, (i) the principal sum of Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00) (the "Indebtedness "), unless reduced by payments, which shall be due at the end of the Term; (ii) the principal amount shall be subject to an annual interest rate, from the date of the commencement of the Term hereof, at the rate of five percent (5 %) per annum; (iii) interest payments shall be made to the City on a quarterly basis; and (iv) a principal payment of One Hundred Fifty Thousand Dollars ($150,000.00) shall be made to the City upon the closing of any condominium unit in the project commonly known as The Mansions at Acqualina, notwithstanding if the Thirty Three (33) month extension for LPLA's payment of the TDRs and bonus payments has not expired. LPLA Partners shall receive an automatic Ninety (90) days ( "Penalty Period ") extension of the Term subject to a Twelve Percent (12 %) annual interest rate during the Penalty Period until the principal balance is paid in full. (A copy of the Letter Agreement between LPLA Partners and the City is attached hereto as Exhibit "A" and incorporated herein by reference.) The Term shall commence at the time of issuance of a building permit for the proposed project commonly known as "The Mansions at Acqualina", approved under Zoning Resolution No. 11 -Z -124, located at 17749 Collins Avenue ( "Project ") and shall be paid in full by the expiration of the Term, including the Penalty Period ( "Maturity Date "). All payments made on this Note shall be applied by Payee to the payment of all accrued and unpaid interest then due hereunder, and the balance to the reduction of the Indebtedness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date. If this Note is not paid promptly on the Maturity Date in accordance with its terms and is placed in the hands of an attorney for collection, Maker agrees to pay all reasonable attorney's fees and the costs and expenses of collection of this Note incurred by Payee. Maker covenants and agrees that time is of the essence for payments due under this Note. All agreements between Maker and Payee, whether now existing or subsequently arising and whether written or oral, are expressly limited so that, in no contingency whatsoever, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid or agreed to be paid to Payee pursuant to the terms of this Note or otherwise or for the payment or Promissory Note — LPLA Partners, LP