HomeMy WebLinkAboutExhibit-Acknowledgement Agreement and ConfirmationRE. 14- FILE ID 11-00617- JULY 14, 2011 MEETING- AGREEMENT
THIS INSTRUMENT PREPARED BY AND RETURN TO:
ROBERT CHENG, ESQ.
SHUTTS & BowEN LLP
201 SOUTH BISCAYNE BOULEVARD
1500 MIAMI CENTER
MIAMI, FLORIDA 33131
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM1i'-i ON 7/i-(ff 1
ACKNOWLEDGMENT, AGREEMENT AND CONFIRMATION
This Acknowledgment, Agreement and Confirmation is made as of the day of
, 2011 by and among the CITY OF MIAMI, a municipal corporation of the State of
Florida (the "City"), whose address is 444 SW Second Avenue, Miami, Florida 33130,
JPMORGAN CHASE BANK, N.A., a national banking association ("Chase"), with an office at
100 N. Tampa Street, Suite 3300, Tampa, Florida 33602-5854, FIRST HOUSING
DEVELOPMENT CORPORATION OF FLORIDA, a Florida corporation ("First Housing"),
with an office at 107 S. Willow Avenue, Tampa, Florida 33606, and MIAMI-DADE COUNTY,
a political subdivision of the State of Florida (the "County"), whose address is 111 NW lst Street,
Miami, Florida 33128.
BACKGROUND
A. By virtue of that certain Quit -Claim Deed by the City to Parkview Gardens, Ltd.,
a Florida limited partnership ("Parkview"), dated as of December 23, 2010 and recorded in
Official Records Book 27537, Page 2972 of the Public Records of Miami -Dade County, Florida
(the "Deed"), the property legally described on Exhibit "A" (the "Property") was conveyed by the
City to Parkview.
B. Paragraph 8 of the "Subject to" provisions of the Deed provides that title to the
Property shall immediately and automatically revert to and vest in the City upon the occurrence
of certain events as more particularly set forth in the Deed.
C. Parkview is obtaining loans from Chase (in the original principal amount of
$5,000,000), First Housing (in the original principal amount of $3,000,000), the County (in the
original principal amount of up to $1,600,000) and the City (in the original principal amount of
$343,090) (each a "Lender" and collectively, the "Lenders") for the construction of a 60-unit
multifamily affordable apartment project on the Property (the "Project") which loans will be
secured by mortgages on the Property (each a "Mortgage" and collectively, the "Mortgages").
D. As a condition for making the loans, the Lenders require that the City
acknowledge and confirm that in the event title reverts to the City as a result of an occurrence of
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I - 00617 - C h; bit- (lc know Iedie heist A9 reewient and Conf i rMaut o in
any of the events specified in the Deed triggering such reversion, that the City's title to the
Property will be subject to the liens of the Mortgages then outstanding.
E. The City is willing to provide such acknowledgment, agreement and confirmation
as more particularly set forth in this instrument in order to facilitate construction of the Project
and the creation of affordable housing in the City.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. The City acknowledges, agrees and confirms that in the event the City acquires
title to the Property pursuant to the reverter provisions of the Deed, the City's title shall be
subject to the lien of the foregoing Mortgages identified in Recital C above then encumbering the
Property.
2. The Lenders acknowledge and agree that in no event shall the City's
acknowledgment, agreement and confirmation set forth in Paragraph 1 above constitute an
assumption or other agreement by the City to be or become liable to the Lenders for any of the
obligations secured by the Mortgages, it being understood and agreed that the Lenders' rights
with respect to the City shall at all times be limited to the foreclosure of their respective
Mortgages or the exercise of any other rights and remedies set forth in the Mortgages or
applicable law. In no event, shall this Acknowledgment Agreement and Confirmation constitute
a waiver of any other rights available to the City under applicable law or its respective Mortgage.
3. This instrument shall not affect any obligation of the owner of the Property,
including any Lender or its designee which may become the owner of the Property as a result of
a foreclosure of its Mortgage or by acceptance of a deed -in -lieu of foreclosure of a Mortgage, to
operate the Property as affordable housing in compliance with the Declaration of Restrictive
Covenants dated December 29, 2010 and recorded in Official Records Book 27537, Page 2975
of the Public Records of Miami -Dade County, as same may be amended from time to time.
[Signatures Appear on Following Pages]
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IT WITNESS WHEREOF, the parties have signed and sealed these presents the day and
year first written above.
WITNESSES:
CITY OF MIAMI,
a municipal corporation of the
State of Florida
Print Name: Johnny Martinez, P.E.
Print Name:
City Manager
Approved as to form and correctness: ATTEST:
Julie O. Bru, City Attorney Priscilla A. Thompson, City Clerk
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of June, 2011 by
Johnny Martinez as City Manager of City of Miami, to me well known to be the person
described in and who executed the foregoing instrument and who acknowledged to me and
before me that he/she executed said instrument under oath and for the purposes therein
expressed.
Witness my hand and official seal in the County and State last aforesaid this day of
,2011.
(NOTARY SEAL)
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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MIAMI-DADE COUNTY, a political
Print Name: subdivision of the State of Florida
By:
Print Name: Alina Hudak, County Manager
STATE OF FLORIDA )
)ss
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of June, 2011, by
Alina Hudak, as County Manager, on behalf of MIAMI-DADE COUNTY, political subdivision
of the State of Florida. He/She is personally known to me or has produced as
identification.
(NOTARY SEAL)
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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JPMORGAN CHASE BANK, N.A.
Print Name: a national banking association,
Print Name:
STATE OF FLORIDA
COUNTY OF
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of June, 2011 by
as of JPMORGAN CHASE BANK, N.A., a
national banking association, on behalf of the bank. He/she/they is/are ( ) personally known to
me or ( ) has/have produced as identification.
(NOTARY SEAL)
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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Print Name:
FIRST HOUSING DEVELOPMENT
CORPORATION OF FLORIDA, a Florida
corporation
Print Name: By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of June, 2011 by
as of FIRST HOUSING DEVELOPMENT
CORPORATION OF FLORIDA, a Florida corporation, on behalf of the corporation.
He/she/they is/are ( ) personally known to me or ( ) has/have produced
as identification.
(NOTARY SEAL)
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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EXHIBIT "A"
Legal Description
1475 N.W. 615t Street
ORANGE HGTS PB 14-62 LOTS 37-38-39 & W '/ LOT 36 BLK 10
LOT SIZE 175.000 X 106 OR 20746-120 121 & 122 1002 3
1455 N.W. 6151 Street
ORANGE HGTS PB 14-62 LOTS 33-34-35 & E % LOT 36 BLK 10 LOT
SIZE 175.000 X 106 OR 20746-120 121 & 122 1002 3
1435 N.W. 61st Street
ORANGE HGTS PB 14-62 LOTS 30 THRU 32 INC BLK 10 LOT SIZE
150.000 X 106 OR 20746-120 121 & 122 1002 3
1421 N.W. 6151 Street
ORANGE HGTS PB 14-62 LOT 29 BLK 10 LOT SIZE 50.000 X 106
1405 N.W. 615` Street
14 53 41 ORANGE HGTS PB 14-62 LOTS 27 & 28 BLK 10 LOT SIZE
107.730 X 106 OR 16592-2529 1094 3
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