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11/19/2003 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: February 19, 2004 TO: J. Manuel Castillo, Executive Director Monroe County Housing Authority ATTN: FROM: Rick Casey Pamela G. Hanc ~ Deputy Clerk r::J At the November 19, 2003, Board of County Commissioner's Meeting the Board granted approval and authorized execution of a Subordination Agreement between Monroe County and Neighborhood Lending Partners of South Florida, Inc. for the proposed Monroe County State Housing Initiatives Partnership (SHIP) Program loan in support of Meridian West, 102 units of affordable housing. Enclosed is the original Agreement for your handling. Please be sure to advise our office once the document is recorded so that we can obtain a copy. Should you have any questions please do not hesitate to contact this office. cc: County Administrator wlo document County Attorney Finance File'! SUBORDINATION AGREEMENT November TillS AGREEMENT made as of the 19thdayoff>ecember, 2003, by(i) NEIGHBORHOOD LENDING PARTNERS OF SOUTH FLORIDA, INC., a Florida not-for-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. 27th 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 amountof$4,271 ,000, evidencing a loan (the "Senior Loan") secured by a Multifamily Mortgage, Assignment of Rents and Security Agreement 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 Subordinate Mortgagee is willing to subordinate the Subordinate Mortgage to the Senior Mortgage. AGREEMENT NOW, THEREFORE, in consideration of the sum of TEN AND NO/IOO DOLLARS ($10.00) and other good and valuable consideration, from one to the other paid, the receipt and sufficiency whereof is hereby acknowledged, 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 hereafter made 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 the 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 Semor 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 to 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 accruing after any default or petition in bankruptcy, to the indebtedness of Borrower pursuant to the Senior Note, and all liens, encumbrances and security interests given to 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 offiorrower 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 security 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 occurs 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 under the Subordinate Mortgage, including, but not limited to accelerating the Subordinate Loan (and enforcing any "due on sale" provision included in the Subordinate Mortgage), , collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies therelIDder 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 have 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 of a condemnation or -2- 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. Counterparts. 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. Paragraph 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 construed, 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 Subordinate Mortgagee and their respective heirs, successors and assigns and shall inure to the benefit of the Senior Mortgagee, its successors and assigns. -3- EXECUTED the day and year above mentioned. SENIOR MORTGAGEE: NEIGHBORHOOD LENDING PARTNERS OF SOUTH FLORIDA, INC., a Florida not-for-profit corporation ~~1tj~ P~~'- By: , as its STATE OF FLORIDA COUNTY OF HIILSBOROUGH The foregoing SobordinationAgreementw~ ackntr1edii: before me this ~ iy of k.,2oo3, by W r.. ,as Vll!e reS I ftL1- of NEIGHBORHOOD LENDING PARTNERS OF SOUTH F~ RillA, INC., a Florida not-for-profit corporation, on behalf of the corporation. He/She is personally known to me or has produced as identification. \~,,;i Rh.J'7f L Notary IC Printed Name My commission expires: 1lJ Tonp HeIIWeQe . . My CornrnluIon DDOIlO709 ~OI~ ExpRs FebrUary 10, 2006 -4- SUBORDINATE MORTGAGEE: MONROE COUNTY ~aL.Jc. /Slu)g~ Print Name: Isabel C. DeSantis BY:~C , Murra E. lson Mayor/Chai an 17~ , as its ~;"V^C~ .' N . Jacqueline A. s STATE OF FLORIDA ) COUNTY OF MONROE ) November The foregoing instrument was acknowledged before me this ~9th day of-octuber, 2003, by Murray E. Nelson , as Mayor/Chairman of Monroe County. He/She is either personally known by me or hag pmdueed as idEmtifieatiea. N~~ ~.l~~r~ uE~~- T.: t': Ill. IS:l '00256075 it "~;'~...>W EXPIRES: F"""-'7 ""^" ., " r~ (~""", D..-..I.-"TI.-. ~-, I~uug ; .~,. ~'..... ......NoIIIyPulllc'.............- """- . --- My commission expires: Printed Name -5- STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) OWNER: MERIDIAN WEST, LTD., a Florida limited partnership By: TCG MERIDIAN WEST, INC., a Florida corpor sole er "(, By: The foregoing Subordination Agreement was sworn to and subscribed before me this _ day of December, 2003, by Lloyd 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' icense as identifica . G:\W-PKG\34756'058\9% Tax Credit\subord-agt-SHIP.wpd -6- EXHIBIT "Aft , .F,GAL DESCRIFI10N Parcel 3 of DOG TRACK PARCELS CONDOMIINUM, according to the . Declaration of Condominium thereof, recorded in Official Records Book It q,S' . . at Page 203 q . of the Public Records of Monroe counlf, Florida FORMERLY DESCRIBED AS: A portion of Lots 6,7, 8, 9, 10, 11, 12 and 13, all as originally platted, and adjacent filled bll,ybottom, Block 57, ItAll of Lots 1, 2, 3, 5, 6, Section 35; Lot 2, section 36; Ldts, SeetlOD 26, LOt 2, Section34, Stock Island, ToWnship 67 South, l{ange 25 &st", as recorded in Plat Book 1, at Page 55, of the PubUc .. Records of Monroe County, Florida and being more particularly descn1>ed as fonows: . .. . Commence at the Northwest: comer of said Block 57, being the intersection of tb,e Easterly Right-of-WaylJne of Fifth Street and the Southerly Right- of-way Lirie of Fifth Avenue; thenceS 83056' oo~E aIOi1gthe said SOutherly Right-Of-Wat line of Fifth Avenue for 905.50 feet to the Point " .of Begirining; 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 dista11ceof 213loo feet; thence S 830. 56' oolt E fOf'a distance of 108.50 feet; theIieeS ()60 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 fOf a. distance of452~OO reet;thence N 830 56" 00" W for a c:1istanee of 700.00 feet to the easterly right of way line of Shrimp Road; thence N 06004' 00" E and along the said easterly line of Shrimp Road for a distance of 559.00 feet; thence S830'56" oo"E for a distance of 405.50 feet; thence N 06004'00" B for a distance of 141.00 feet to the said Southerly right of way line of Fifth Avenue and the Point of Beginning.