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HomeMy WebLinkAbout25132AGREEMENT INFORMATION AGREEMENT NUMBER 25132 NAME/TYPE OF AGREEMENT TUSCAN PLACE LIMITED PARTNERSHIP & CBRE MULTIFAMILY CAPITAL, INC. DESCRIPTION SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY FOR REGULATORY AGREEMENT/REGULATORY AGREEMENT ONLY/NO SUBORDINATE DEBT/MATTER ID: #24-1009/#35 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 5/28/2024 DATE RECEIVED FROM ISSUING DEPT. 8/14/2024 NOTE fa Prepared by, and after recording return to: Sean J. Kearney, Esq. Wild & Kearney LLC 174 W. State Street Doylestown, PA 18901 SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY Subordination Agreement (Governmental Entity) Tuscan Place SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY FOR REGULATORY AGREEMENT REGULATORY AGREEMENT ONLY/NO SUBORDINATE DEBT THIS SUBORDINATION AGREEMENT FOR REGULATORY AGREEMENT (this "Agreement") is effective as of the day of May, 2024, by the CITY OF MIAMI, a municipal corporation of the State of Florida ("Governmental Entity"), and TUSCAN PLACE LIMITED PARTNERSHIP, a Florida limited partnership ("Borrower"), for the benefit of CBRE MULTIFAMILY CAPITAL, INC., a Delaware corporation, its successors and assigns ("Lender"). RECITALS: A. Simultaneously herewith Lender is making a loan to Borrower in the original principal amount of $4,700,000.00 ("Loan") pursuant to a Multifamily Loan and Security Agreement between Lender and Borrower (as supplemented or amended from time to time, the "Loan Agreement") and evidenced by a Multifamily Note by Borrower to Lender (as supplemented or amended from time to time, the "Note"). The Loan is to be secured by a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing that will be recorded among the records of Miami -Dade County, Florida ("Official Records") (as supplemented or amended from time to time, the "Mortgage") of certain improved real property located in Miami, Miami -Dade County, Florida, as more particularly described on Exhibit A attached hereto ("Property"). The Loan Agreement, the Note and the Mortgage, together with all other documents executed with respect to the Loan, are hereinafter collectively referred to as the "Loan Documents". B. In connection with the construction and development of the Property, Borrower is entered into a certain Rent Regulatory Agreement dated as of June 17, 2004 in favor of the Governmental Entity, which was recorded in Official Records Book 22441, Page 1061 of the Official Records and that certain Declaration of Restrictive Covenants dated as of June 17, 2004 which was recorded in Official Records Book 22441, Page 1052 (together, the "Regulatory Agreement"), pursuant to which the Property was subjected to certain restrictions by Governmental Entity. C. As a condition to making the Loan, Lender requires that the lien of the Mortgage be superior to the lien of the Regulatory Agreement. Lender will not make the Loan unless Governmental Entity and Borrower agree to subordinate their rights and obligations under the Regulatory Agreement. E. Borrower and Governmental Entity hereby agree to subordinate the Regulatory Agreement on and subject to the terms, conditions and requirements set forth in this Agreement. Subordination Agreement (Governmental Entity) Tuscan Place Page 1 NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. The Governmental Entity hereby agrees that the Regulatory Agreement is and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the Loan Documents and that the liens, rights (including approval and consent rights), remedies, payment interests, priority interests, and security interests granted to Governmental Entity pursuant to or in connection with the Regulatory Agreement are hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights (including approval and consent rights), remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof. Notwithstanding the above, Governmental Entity may exercise the remedies of specific performance or injunctive relief at any time in the event of a default under or breach of the terms of the Regulatory Agreement. 3. Financing, Encumbrance and Approval. Governmental Entity hereby approves and acknowledges the financing evidenced by the Mortgage. Governmental Entity further agrees that any transfer of the Property in connection with foreclosure of the Mortgage or a deed in lieu thereof shall not require Governmental Entity's consent but shall require notice to Governmental Entity. 4. Lender Notice of Default. In consideration of Governmental Entity's agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the Loan Documents, Governmental Entity shall be entitled to receive a copy of any notice of default given by Lender to Borrower under the Loan Documents. Neither the giving nor the failure to give a notice to Governmental Entity pursuant to this Section 4 will affect the validity of any notice given by Lender to the Borrower. 5. Governmental Entity Notice of Default. Governmental Entity shall give Lender a concurrent copy of each material notice (including without limitation each notice of default) given by Governmental Entity under or with respect to the Regulatory Agreement, and agrees that Lender, at Lender's sole election, shall have the right (but not the obligation) to cure any default by Borrower under the Regulatory Agreement on its and/or Borrower's behalf. Governmental Entity hereby represents that, to the best of its knowledge, there is no current default under the Regulatory Agreement. 6. Governmental Entity's Rights. Except as set forth in Sections 2 and 7 of this Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Borrower and/or Governmental Entity, respectively, under the Regulatory Agreement; provided that, (A) the Regulatory Agreement may be released but it may not be modified, amended, changed or otherwise altered without the prior written consent of Lender so long as the Loan is secured by the Property and (B) for so long as the Loan is secured by the Property, notwithstanding the terms of the Regulatory Agreement to the contrary, neither Borrower nor Governmental Entity will, without Lender's prior written consent, exercise or seek any right Subordination Agreement (Governmental Entity) Tuscan Place Page 2 or remedy under the Regulatory Agreement or available at law or in equity which will or could result in (i) a transfer of possession of the Property or the control, operations or management thereof, (ii) the collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) appointment of a receiver for the Property; (iv) the application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; (v) the removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender's security for the Loan. 7. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender, no consent shall be required from Governmental Entity. 8. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with regard to the subordination of the Regulatory Agreement to the lien or charge of the Loan Documents, and shall supersede and cancel any prior agreements with regard to this subject matter. 9. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement. 10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 11. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. 12. Notices. All notices required or permitted hereunder shall be deemed to have been received either (i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii) three (3) days following the date deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows (or addressed in such other manner as the party being notified shall have requested by written notice to the other ply) If to Governmental Entity: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast lst Avenue, Second Floor Miami, Florida 33132 Attn: Director Subordination Agreement (Governmental Entity) Tuscan Place Page 3 with a copy to: City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Attn: George K. Wysong III If to Lender: CBRE Multifamily Capital, Inc. c/o CBRE Loan Services, Inc. 929 Gessner Road, suite 1700 Houston, Texas 77024 Attention: Chief Legal Officer If to Borrower: Tuscan Place Limited Partnership c/o Gatehouse Management, Inc. 120 Forbes Boulevard, Suite 180 Mansfield, Massachusetts 02048 Attention: Roger Yorkshaitis 14. Further Instruments. Each of the parties hereto will, whenever and as often as they shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. 15. Valid Authorization. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. 16. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Subordination Agreement (Governmental Entity) Tuscan Place Page 4 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE REGULATORY AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE MORTGAGE. Subordination Agreement (Governmental Entity) Tuscan Place Page 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written. GOVERNMENTAL ENTITY CITY OF MIAMI, a municipal corporation of the State of Flo 'da By: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: —€✓C. George K. Wysong III City Attorney STATE OF FLORIDA COUNTY OF ATTEST: . Hanno City Clerk ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of C 'physical presence or ❑ online notarization, this 1\,\ day of'r-kt , 2024 by Q0r�hui +�tt� as kd tMUAi^ lY L of Ci y of Miami, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification. — .ti'pr aye,•.,; SANDRA GILBERT '• : MY COMMISSION # NH 112572 EXPIRES: April 20, 2025 ''•'f ob F�?."•' Bonded Thru Notary Public Unde wTtters Subordination Agreement (Governmental Entity) I#1I480484 v3 ~---IsIatary Pubic, State • - erida Name: J„ri,Aht v My Commission Expires: My Commission Number is: LENDER: CBRE MULTIFAMILY CAPITAL, INC., a Delaware corporation By: Name: ADANLHOLMES Title: ASST. VICE PRESIDENT ACKNOWLEDGMENT STATE OF TEXAS ) ss: COUNTY OF Harris This instrument was acknowledged before me this 5 day of June , 2024, by Adam Holmes , the Asst. Vice President of CBRE Multifamily Capital, Inc., a Delaware corporation, on behalf of the said corporation. Signatury6f Notary Notary Public Title My Commission expires: 08-24-2025 Subordination Agreement (Governmental Entity) 3# 11480484 v3 BORROWER: TUSCAN PLACE LIMITED PARTNERSHIP, a Florida limited partnership, By: GHG Tuscan Place LLC, a Florida limited liability company, its general partner, By: The Gatehouse Group, Inc., a Massachusetts corporation, its manager, By: ACKNOWLEDGMENT envizeu-alok 2'itzatatAizt(e TAT1 O COUNTY OF I, the undersigned, a Notary Public of the County and State aforesaid, certify that Roger Yorkshaitis, who is known to me or proved to me on the basis of satisfactory evidence to be the person described, personally came before me this day and acknowledged that he is the Treasurer of The Gatehouse Group, Inc., the Manager of GHG Tuscan Place LLC, which is the Managing General Partner of Tuscan Place Limited Partnership and that he, in such capacity, having been authorized to do so, voluntarily executed the foregoing on behalf of the company. Witness my hand and official seal, this • q —day of D/ /l!' — , 2024. KIMBERLEY B. ROHM Notary Public; Commonwealth of Massachusetts My Commission Expires October 06, 2028 Notar Public Print d name: bell e 8_ /.v /)rr) \'ba Subordination Agreement (Governmental Entity) 2N11480484 v3