HomeMy WebLinkAboutAssumption AgreementThis Instrument Prepared By
and Return To:
Ilene Temchin, Esq.
City of Miami
Office of the City Attorney
444 S.W. 2nd Avenue
Miami, Florida 33130-1910
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into as of this 20a' day of August, 2008, by and between Madison Housing H,
Ltd., a Florida limited partnership, with offices at c/o The Gatehouse Group, Inc., Cabot
Business Park, 120 Forbes Boulevard, Mansfield, MA 02048 ("Madison II") and the City of
Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"),
with an address at 444 S.W. 2nd Avenue, Miami, FL 33130.
WITNESSETH:
WHEREAS, the City is the owner of the property legally described as follows
(hereinafter referred to as the "Property"):
Tracts A and C, New Hope Overtown, according to the Plat
thereof, as recorded in Plat Book 157, at Page 14, of the Public
Records of Miami -Dade County, Florida
; and
WHEREAS, the City is the owner and holder of the following documents (hereinafter
jointly referred to as the "Loan Documents"):
1. Promissory Note dated September 3, 2003, in the principal face amount of One
Million Four Hundred Sixty Two Thousand Four Hundred and Forty Five Dollars and 57/100
($1,462,445.57) executed and delivered by BAME Development Corporation of South Florida,
Inc., a Florida not-for-profit corporation (hereinafter referred to as 'GAME") in favor of City
(hereinafter referred to as the "Note"); and,
2. Mortgage and Security Agreement given by BAME, as Mortgagor, to the City, as
Mortgagee, dated September 3, 2003, recorded in Official Records Book 22006, Page 235 of the
Public Records of Miami -Dade County, Florida, (hereinafter referred to as the "Mortgage"), and
which Mortgage encumbers the Property; and,
WHEREAS, the City has invested additional funds in the Property, with the total City
investment in the Property aggregating in excess of $1,650,500; and
WHEREAS, the City is willing to transfer ownership of the Property to Madison 11 on the
condition that Madison H shall assume a portion of the City's investment in the Property;
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00)
and in consideration of the Premises and of the mutual covenants contained herein, and for other
good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged
by the parties, the parties hereto agree as follows:
1. Assumption: Madison II hereby expressly assumes a portion of the City's
investment in the Property in an amount not to exceed $412,625.00, including the obligations of
BAME, in an amount not to exceed $224,570.57, under the Loan Documents (as the same may
be amended by that certain Note and Mortgage Modification Agreement of even date herewith
between Madison II and the City), and agrees to perform all covenants, conditions, duties and
obligations contained therein, including, but not limited to, payment, in an amount not to exceed
$224,570.57, of the Note and the obligations evidenced thereby.
2. Consent to Conveyance: The City expressly reserves the right to withhold its
consent to any future sale or transfer of the Property, as provided in the Mortgage.
3. Warranties and Representations: Madison II affirms, warrants, represents and
covenants it has no defenses nor rights of set-off against the City or against the payment, collection
or enforcement of the indebtedness assumed hereby and owed to the City. Madison II further
warrants and represents as follows:
a. Madison II has done no act nor omitted to do any act which might prevent the City
from, or limit the City in, acting upon or under any of the provisions herein, in the Mortgage, in the
Note or any other loan document executed in connection therewith;
b. Madison II is not prohibited under any other agreement with any other person or
any judgment or decree, from the execution and delivery of this Agreement, or the performance of
each and every covenant hereunder or under the Mortgage, the Note or any other loan document
executed in connection therewith;
C. No action has been brought or threatened which would in any way interfere with
the right of Madison II to execute this Agreement and perform all of Madison H 's obligations
contained herein, in the Note, in the Mortgage, or in any other loan document executed in
connection therewith;
d. All financial statements and other documents Madison II has submitted to the City
are true and correct in all respects, and fairly present Madison U's financial condition as of the
respective dates thereof, and no material adverse change has occurred that would affect Madison
LL's ability to repay the indebtedness assumed hereby;
e. Madison R is duly formed, validly existing and in good standing under the laws of
the State of Florida and has full power and authority to consummate the transactions contemplated
under this Agreement;
4. Acknowledgments: Madison H acknowledges that:
a. The Loan Documents are in full force and effect; and,
b. The principal balance of the loan as represented by the aforesaid Note as of the date
of this Agreement is One Million Four Hundred Sixty Two Thousand Four Hundred and Forty
Five Dollars and 57/100 ($1,462,445.57), and principal and interest are unconditionally due and
owing to the City as provided in the Note.
5. Costs: Madison H shall pay all costs of the assumption made hereby, to include
without limitation, Madison H's attorneys' fees, and recording costs, as well as the cost of an
endorsement to the City's title insurance policy insuring the lien of the Mortgage after the
recording of this Agreement, or, at Madison II's option, a new mortgagee title insurance policy
insuring the lien of the Mortgage. Such costs shall be due at Closing hereunder and the payment
thereof shall be a condition precedent to the City's transfer of the Property to Madison H. In the
event that it is determined that additional costs relating to this assumption transaction are due,
Madison H agrees to pay such costs immediately upon demand. Notwithstanding the above, the
City shall pay those costs, if any, indicated on the Closing Statement executed by Madison H and
the City in connection herewith.
6. No Novation: It is the intent of the parties that this instrument shall not constitute a
novation and shall in no way adversely affect the lien priority of the Mortgage and other Loan
Documents referred to above. The parties hereto shall be bound by all terms and conditions hereof
until all indebtedness owing from Madison H to the City shall have been paid in full.
7. Recordation: The recording of this Agreement in the Public Records of Miami -
Dade County, together with the deed conveying the property to Madison H, the Note and Mortgage
Modification Agreement executed in connection herewith and such other documents as may be
necessary or advisable to consummate the transaction contemplated hereby, shall evidence the
Closing of the transaction described herein.
8. Paragraph Headings: The paragraph headings used herein are for convenience of
reference only and shall not be used in the interpretation or construction hereof.
9. Governing Law: This Agreement shall be governed, interpreted and construed by,
through and under the laws of the State of Florida.
10. Time of the Essence: Time is of the essence in the performance of this Agreement.
11. Attorneys' Fees: All costs incurred by the City in enforcing this Agreement and in
collection of sums due the City from Madison H, to include, without limitation, reasonable
attorneys' fees and reasonable costs through all trials, appeals, and proceedings, to include, without
limitation, any proceedings pursuant to the bankruptcy laws of the United States, and any
arbitration proceedings, shall be paid by Madison H.
13. Binding Effect: This Agreement shall inure to the benefit of and be binding upon
the parties hereto as well as their successors and assigns, heirs and personal representatives.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
follows:
4-U
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Print Name
ATTEST:
Priscilla A. Thompson, City Clerk
Date: /0
APPROVED AS TO FORM AND
CORRECTNESS:
Julie O. Bru
City Attorney
Madison II-AssumptionAgmt-08-18-08
135573
Madison Housing H, Ltd., a Florida limited
partnership
By: Madison Housing H LLC, a Florida limited
liability company, its managing general partner
By: The Gatehouse Group, Inc., a Massachusetts
corporation, its s e Manager
By: ,A
Nikul Inamdar, Vice President
Date: 1�,F. Z 1 z OOS
CITY OF a municipal corporation of
the State o Flo d
By:
Pedro ernandez, City Manager
Date: PI -11 AA/00
STATE OF FLORIDA
COUNTY OF MIAMI -DARE
The foregoing instrument was acknowledged before me this day of / 2008
by /t/.` L / ntir„ �`� , as v1'46 •oma tri- of
tz' �"hA" "&-e. , 5 7/C tit#" -Wr v / /" 111,`ti
Y`kc Az, ;f,!2� �V ✓ / /Q4/ �W-(A /I /t)oG 041 /7� h `? ff Ltd
who is personally known to me or produced
as identification.
opo >; Notary Public State of Florida
r r Terry AF Lovell
Commission DD642166
Ex ices 03/3112011
NOTARY PUBLIC, State of Florida
My Commission Expires:
STATE OF FLORIDA
COUNTY OF MIAMI -DARE
The re�doingA
rument was acknowledged before me this � day of dc/ , 2008
by , 211 .1 alet 2 , as �� ,ltifq �, of
the City of Miami, who isperste known to me or produced ,
as identification.
:: �� a, -
NOTARY PUBLIC, State of Florida
My Commission Expires:
REGINA JONES
My COMMISSION #i DD 541552
EXPIRES: April 18, 2010
Bonded Thru Notary Public Underwriters