Item O1
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: February 18, 2004
Division:
Special Program Office
Bulk Item: Yes X
No
Department: Monroe County Housing Authority
AGENDA ITEM WORDING: REQUESTING APPROVAL TO RATIFY THE A IT ACHED
LEGAL DESCRIPTION TO THE SUBORDINATION AGREEMENT (MERIDIAN WEST, LTD.)
PREVIOUSL Y APPROVED BY THE COUNTY COMMISSION IN NOVEMBER 2003.
ITEM BACKGROUND: In November 2003 the BOCC approved execution of a Subordination
Agreement in relation to an existing SHIP Program mortgage loan in support of Meridian West, Ltd.
(formerly the KW Dog Track). The approved item needed to include an attachment containing the
property legal description, which is attached for your approval.
PREVIOUS RELEVANT BOCC ACTION:
11/03 Approval for the execution of a Subordination Agreement relative to a SHIP Program
mortgage loan to Meridian West, Ltd.
CONTRACT/AGREEMENT CHANGES:
None
STAFF RECOMMENDATION:
Approval.
TOTAL COST:
COST TO COUNTY:
$-0-
$-0-
BUDGETED: Yes nla No nla
SOURCE OF FUNDS:
nla
REVENUE PRODUCING: Yes nla_ No nla
~1;)~\l'
APPROVED BY: County A~ OM
DIVISION DIRECTOR APPROVAL:
AMOUNT PER: Month nla Year nla
Risk Management_
. anuel Castillo, Sr., Executive Director
Monroe County Housing Authority
DOCUMENTATION:
Included X
To Follow
Not Required_
AGENDA ITEM # 0 \
DISPOSITION:
Rev. 01/03
EXHIBIT "A"
I.RnAL DRClZCRIPnON
Parcel 3 of DOG TRACK PARCELS CONDOMIINUM, according to the
Declaration of Condominium thereof, recorded in Official Records Book
19 qS' . at Page 203 q , of the Public Records of Monroe
countJ, Florida
FORMERLY DESCRIBED AS:
A portion of Lots 6, 7, 8, 9, 10, 11, 12 and 13, all as originally platted, and
adjacent filled baybottom, Block 57, "All of Lots 1, 2, 3, 5, 6, Section 35; Lot
2, Section 36; Lot 3, Section 26, Lot 2, Section 34, Stock Island, Township
67 South, RaIlge 25 East", as recorded in Plat Book 1, at Page 55, of the
Public. Records. of Monroe County, Florida and being more particularly
descn"bed as follows:. .
Commence at the Northwest comer of said Block 57, being the intersection
of the Easterly Right-of-Way Line of Fifth Street and the Southerly Right-
of-Way Line of Fifth Avenue; thence S 830 56' 00" E along the said
Southerly Right-of-Way Une of Fifth Avenue for 905.50 feet to the Point
'. 'of Beginning; thence continue along the said Southerly right of way line of
Fifth Avenue for a distance of 110.50 feet, thence S 06004' 00" W for a
distance of 213.00 feet; thence S 830 56' 00" E for. a distance of 108.50
feet; thence S 060 04'00" W for a distance of 35-00 feet; thence S
83056'00" E for a distance of 75.50 feet; thence S 060 04' 00" W for a
distance of 452.00 feet; thence N 830 56" 00" W for a distance of 700.00 '
feet to the easterly right of way line of Shrimp Road; thence N 060 04' 00"
E and along the said easterly line of Shrimp Road for a distance of 559.00
feet; thence S 830 56" 00" E for a distance of 405.50 feet; thence N
06004'00" E for a distance of 141.00 feet to the said Southerly right of way
line of Fifth Avenue and the Point of Beginning.
SUBORDINATION AGREEMENT
TIllS AGREEMENT made as of the _ day of December, 2003, by (i) NEIGHBORHOOD
LENDING PARTNERS OF souro FLORIDA, INC., a Florida not-fur-profit corporation (the
"Senior Mortgagee''); whose address is 2002 North Lois Avenue, Suite 150, Tampa, Florida, 33607;
(ii) MONROE COUNTY, a political subdivision of the State of Florida .(the "Subordinate
Mortgagee"), whose address is 500 Whitehead Street, Key West, Florida 33040; and (iii).
MERIDIAN WEST, LTD., a Florida limited partnership ("Borrower"), whose address is c/o The
Carlisle Group, 2950 S.W. 2'fh Avenue, Suite 200, Coconut Grove, Florida, 33133.
RECITALS
A. Borrower executed and delivered to the Subordinate Mortgagee a promissory note
(the "Subordinate Note") in the original principal amount of $75,000, evidencing a loan (the
"Subordinate Loan") secured by a Mortgage dated December 23,2003. The aforesaid Mortgage
encumbers the real property described in Exhibit "A" attached hereto and made a part hereof, the
improvements thereon, and certain personal property relating thereto (collectively, the "Property").
Hereinafter the aforesaid Subordinate Note and the Mortgage in favor of the Subordinate Mortgagee
are collectively referred to as the "Subordinate Mortgage".
B. Borrower executed and delivered to the Senior Mortgagee a promissory note (the
"Senior Note") in the original principal amount of$4,271 ,000, evidencing a loan (the "Senior Loan")
seemed by a Multifamily Mortgage, Assignment of Rents and Security Agreemerit dated September
3, 2003. Hereinafter the aforesaid Senior Note and the Multifamily Mortgage, Assignment of Rents
and Security Agreement in favor of Senior Mortgagee are collectively referred to as the "Senior
Mortgage".
C. Senior Mortgagee will not make the Senior Loan unless it is secured by a first
mortgage upon and security interest in the Property, and to induce the Senior Mortgagee to make the
Senior Loan, the Suboniinate Mortgagee is willing to subordinate the Subordinate Mortgage to the
Senior Mortgage.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of TEN AND NO/lOO DOLIARS
($10.00) and other good and valuable consideration, from one to the other paid, the receipt and
sufficiencywhereo~~ hereby ac~owledged, and to induce Senior Mortgagee to make the Senior
. Loan, the parties dO hereby agree:
1.
Recitals.
The Recitals are true and correct and are made a part hereof . "
2. Subordination.
(a) The Subordinate Mortgage is now and forever hereafte.rmade subordinate and
inferior to the Senior Mortgage and to all debt evidenced or secured thereby including principal,
interest, costs and expenses, and to any and all extensions, modifications, amendments, enlargements
or renewals thereof or future advances made thereunder. Further, the terms of the Subordinate
Mortgage and all rights and remedies of the Subordinate Mortgagee available to the Subordinate
. Mortgagee pursuant to the Subordinate Mortgage, including but not limited to 1be right to claim or
receive any insurance or condemnation awards or proceeds, are hereby expressly subordinate to the
terms of the. Senior Mortgage and the rights and remedies of Senior Mortgagee under the Senior
Mortgage.
. (b) The indebtedness of Borrower, and any other obligor pursuant to the
Subordinate Note, and any and all.other indebtedness and other obligations of Borrower to
Subordinate Mortgagee, and the Subordinate Mortgage and all other liens, encumbrances and
security interests given 10 secure the payment of the Subordinate Note and any other obligations of
payment or performance of Borrower to Subordinate Mortgagee, whether now existing or hereafter
created or acquired, shall be and hereby are subordinated in lien, priority and payment of principal
and interest and all other charges and fees, including, without limitation, taxes and insurance
premiums paid by Senior Mortgagee and interest acauing after anydefault or petition in bankmptcy,
to the indebtedness of Borrower pursuant to the Senior Note, and all liens, encumbrances and
security interests given 10 secure the payment thereof, whether now existing or hereafter created or
acquired, including, without limitation, the Senior Mortgage and to any and all other loans, advances,
extensions of credit, or other accommodations to or for the account ofBorrower as Senior Mortgagee
may elect to make from time to time, and any and all other indebtedness of Borrower to Senior
Mortgagee, whether now existing or hereafter created or acquired, and any and all liens,
encumbrances, and secmity interests given to secure the repayment or payment thereof, whether now
existing or hereafter created or .acquired, and to such renewals and extensions thereof as Senior
Mortgagee may elect to make from time to time.
3. Conditions Precedent to Remedial Action. If a default OCCUIS under the Subordinate
Mortgage (a "Subordinate Loan Default") and is continuing, the'Subordinate Mortgagee agrees that,
without the Senior Mortgagee's prior written consent, it will not commence foreclosure proceedings
. .
with respect to the Property under the Subordinate Mortgage or exercise any other rights or remedies
it may have lDlder the Subordinate Mortgage, including, but not limited to accelerating the
Subordinate Loan (and enforcing any "due on sale" provision included in the Subordinate Mortgage),
I collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights
or remedies therelUlder unless and until it has given the Senior Mortgagee at least 30 days' prior
written notice. The Senior Mortgagee shall have the right, but not the obligation, to cure any
Subordinate Loan Default within the same time period for curing a default which is given to the
Borrower under the Subordinate Loan Documents, except that the Senior Mortgagee's time period
for cure shall begin on the date on which it receives notice of the Subordinate Loan Default. All
amounts advanced or expended by the Senior Mortgagee.to cure a Subordinate Loan Default shall
be deemed to h8.ve been advanced by the Senior Mortgagee pursuant to, and shall be secured by the
lien of, the Senior Mortgage.
4. Insurance. Condemnation. In the event of partial or total destruction of the
Property which results in the payment of insurance proceeds, or in the event ofa.condemnation or
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similar proceeding which results in the payment of an award, the proceeds or award shall be applied
in accordance with the relevant provisions of the Senior Mortgage.
5. Notices. All notices hereunder shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes when presented personally or three (3) days after
mailing when sent by registered or certified mail, return receipt requested, postage prepaid, to the
addresses set forth above, or at such other address of which a party shall have notified the" party
giving such notice in Writing.
6. No Waiver. The giving of consent by Senior Mortgagee to the giving of the
Subordinate Mortgage is not and shall not be deemed a waiver of the Senior Mortgagee's rights to
prohibit any other junior mortgage of the Property. No delay on the part of Senior Mortgagee or
Subordinate Mortgagee in the exercise of any right or remedy hereunder or under the Senior
Mortgage or Subordinate Mortgage, respectively, shall operate as a waiver of any right hereunder.
7. Counte@arts. The parties hereto agree that this Subordination Agreement may be
executed in two or more counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
8. Costs of Enforcement. Should suit be brought to enforce the provisions of this
Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred
both at trial and on appeal.
9. P3.I'38l'8:Ph Headings. The headings of the various paragraphs of this Subordination
Agreement have been inserted only for the pwposes of convenience, and are not part of this
Subordination Agreement and shall not be deemed in any manner to modify, explain or restrict any
of the provisions of this Subordination Agreement.
10. Choice of Law. This Agreement shall be cons1rued, interpreted, enforced and
governed by and in accordance with the laws of the State of Florida, excluding the principles thereof
governing conflicts oflaw. If any provision shall be held prohibited or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating
any other provision of this Agreement.
11. Binding Effect This Agreement shall be binding. upon the Borrower and the
S~bordinate Mortgagee and their respective heirs, successors and assigns and shall inure to the
benefit of the Senior Mortgagee, its successors and assigns.
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01/a6/2a04 10:e8
8138739767
NLP
PAGE 05/137
EXECUTED the day and year above mentioned.
SENIOR MORTGAGEE:
NEIGHBORHOOD. LENDING PARTNERS OF
SOUTH .FLORlDA, lNe., a Florida not-for-profit
corporation
I as its
~~
,"".~,' ;i ilLY-
~~.-
By:
STATE OF FLORlDA
COUNTY OF HILLS BOROUGH
TheforegoingSubordioaliOllAgreem.enlw~ ackn~Je4gi!d beforemo tbis ~ 1ayo! ~ 2003,
,by Wt11ii.r' D. cC\f.a..~ ,asJlJl!e fl:'.\ldetl..~ofNEIGHBORHOODLENDlNG
.PARTNERS OF SOUTH FI.; RIDAI INC., a Florida not-for-profit c01poration, on behalf of the
corporation. He/She is personally kno'WO to me or has produced
as identification.
~.,df/~~
Notary IC
Printed Name
My commission expires;
t:l\ =..:: DOoIG7OV
'\~j EllpnI ~10. 2llllfJ
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SUBORDINATE MORTGAGEE:
MONROE COUNTY
:ay:
Print Name:
, as its
Print Name:
COUNTY OF MONROE
)
)
STATE OF FLORIDA
The foregoing instrument was acknowledged before me this ..1--- day of October, 2003, by
,as of Monroe County.
He/She is either personally known by me or has produced as
identification.
Notary Public
Printed Name
My commission expireS:
-5- .
9rk~ /
_N~_ ~~
OWNER:
MERIDIAN WEST, LTD., a Florida
limited partnership
By:
MERIDIAN WEST, INC., a Florida
er
'l(.
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing Subordination Agreement was swomto and subscribed before me this _
day of December , 2003, by Uoyd Boggio, as President, of G MERIDIAN WEST INC., a Florida
corporation, as sole general partner ofMERIDIAN WES, ., a Florida limited partnership, who
is personally known to me or who has produced a driv: r' . cense identific~
".
G:\W-PKG\341S6'()S8\9% Tax Cnoclit\nbord-agt-SBlP.wpd
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