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HomeMy WebLinkAbout25871AGREEMENT INFORMATION AGREEMENT NUMBER 25871 NAME/TYPE OF AGREEMENT YAEGER PLAZA PARTNERS, LLC & BERKADIA COMMERCIAL MORTGAGE LLC DESCRIPTION SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY FOR REGULATORY AGREEMENT REGULATORY/1199 NW 62 ST/FILE ID: 17698/R-25-0189/23-2563 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 12/11/2025 DATE RECEIVED FROM ISSUING DEPT. 12/17/2025 NOTE abo THIS INSTRUMENT PREPARED BY, AND AFTER RECORDING RETURN TO: (Print Name of Attorney) Dameon M. Rivers, Esquire Troutman Pepper Hamilton Sanders LLP P.O. Box 1122 Richmond, VA 23218 (Reserved) SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY Subordination Agreement (Governmental Entity) [Project Name] 322658445 v2 Yaeger Plaza 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 December, 2025, by the CITY OF MIAMI, a municipal corporation of the State of Florida ("Governmental Entity"), and YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company ("Borrower"), for the benefit of BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company, its successors and assigns ("Berkadia"). RECITALS: A. Pursuant to that certain commitment letter dated as of the day of 20_ (the "Commitment") Lender has agreed to make a permanent loan to Borrower in the original principal amount of $ .00 (the "Loan") upon the satisfaction of the conditions to conversion more particularly described in the Commitment (the "Conditions to Conversion"). The date that the Conditions to Conversion are satisfied and the Loan is originated by Lender is hereinafter referred to as the "Conversion Date." B. On the Conversion Date, Borrower and Lender will execute a Multifamily Loan and Security Agreement dated as of the Conversion Date (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Lender will make the Loan. The Loan will be evidenced by that certain Multifamily Note dated as of the Conversion Date, executed by Borrower and made payable to the order of Lender in the amount of the Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Note"). C. In addition to the Senior Loan Agreement, the Senior Loan and the Senior Note will be secured by a certain Multifamily Mortgage, Deed of Trust or Deed to Secure Debt dated as of the Conversion Date (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Mortgage"), encumbering the property described in 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". Berkadia will promptly assign the Loan Documents to FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 .et seq. and duly organized and existing under the laws of the United States, ("Fannie Mae" and together with Berkadia as loan originator collectively, "Lender") and Fannie Mae will become the owner and holder of the Loan. B. In connection with the construction and development of the Property, Borrower is entered into a certain Declaration of Restrictive Covenants for Attainable Mixed -Income Housing Development dated as of December _, 2025 ("Regulatory Agreement") in favor of the Governmental Entity, which will be recorded in the Official Records simultaneously herewith, pursuant to which the Property was subjected to certain restrictions by Governmental Entity. C. As a condition to making the Loan, Lender require that the lien of the Mortgage be superior to the lien of the Regulatory Agreement. Lender will not make the Loan, and the Loan will not be assigned to the Fannie Mae, unless Governmental Entity and Borrower agree to subordinate their rights and obligations under the Regulatory Agreement. Subordination Agreement (Governmental Entity) Page 1 D. 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 and as permitted by Section 62-663(9) of the City of Miami Code of Ordinances, which includes the City's ability to subordinate to Fannie Mae as the owner and holder of the Loan Documents. 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. Notwithstanding the foregoing, the Declaration of Restrictive Covenants for Affordable Housing Development does not terminate upon foreclosure or similar disposition under the Senior Mortgage. 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. Notwithstanding the foregoing, in the event of foreclosure (or deed in lieu of foreclosure) of the Loan Documents, the Regulatory Agreement shall remain in effect however the right of the Governmental Entity to recover the Deferred Impact Fees and any fines, penalty, interest or the like related to a default by Borrower under the Regulatory Agreement and any lien rights related thereto shall be subordinate to the lien of the Mortgage. 4. RESERVED. 5. 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 5 will affect the validity of any notice given by Lender to the Borrower. 6. 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. 7. Governmental Entity's Rights. Except as set forth in Sections 2 and 8 of this Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or Subordination Agreement (Governmental Entity) Page 2 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 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. 8. 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. 9. 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. 10. 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. 11. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 12. 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. 13. 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 party): If to Governmental Entity: City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 With Copy To: George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Subordination Agreement (Governmental Entity) Page 3 If to Lender: Fannie Mae c/o Berkadia Commercial Mortgage LLC 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 With a copy to: Troutman Pepper Hamilton Sanders LLP P.O. Box 1122 Richmond, Virginia 23218 Attention: Dameon M. Rivers, Esquire Deal ID No 215247.009778 Email: dameon.rivers@troutman.com If to Borrower: Yaeger Plaza Partners, LLC c/o The Integral Partners, LLC 541 Centennial Lane, NW Atlanta, Georgia 30313 With a copy to: 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. 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) Page 4 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written. ATTESTED: GOVERNMENTAL ENTITY: CITY OF MIAMI, a municipal corporation of the St of Florida By: d B. Hake / Arthur Noriega City Clerk City Manager STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presence OR online notarization this day of , 20_, by , as of the City of Miami, Florida, a municipal corporation of the State of Florida. He/She is [ ] personally known to me or has produced as identification. My Commission Expires: Approved: a(4 Victor Turner Housing and Community Development Director Notary Public, State of Florida Print or Stamp Name Commission No.: Approved: amara Allen Frost, AI P Zoning Director Approved as to legal form and correctness: Appr George K. Wysong II City Attorney Subordination Agreement (Governmental Entity) 163453103 v1 David Snow Planning Director Page S-1 Witnesses: BORROWER: YAEGER PLAZA PARTNERS, LLC, a Florida limited Name: liability company Name: STATE OF COUNTY OF By: Yaeger Plaza MF Manager LLC, a Florida limited liability company, its Manager By: Integral Yeager LLC, a Georgia limited liability company, its Manager By: Kareem T. Brantley Vice President Address: ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025 by Kareem T. Brantley as Vice President of Integral Yeager LLC, a Georgia limited liability company, the Manager of Yaeger Plaza MF Manager LLC, a Florida limited liability company, the Manager of YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company, on behalf of the limited company. He is personally known to me or has produced (type of identification) as identification. (SEAL) Subordination Agreement (Governmental Entity) Notary Public Printed Name: My Commission Expires: Commission #: Page S-2 163453103 v1 LENDER: BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company By: Name: Authorized Representative STATE OF CITY/COUNTY OF , ss: I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, by means of ❑ physical presence or ❑ online notarization, personally appeared , to me known to be the person described in and who executed the foregoing instrument as the Authorized Representative of Berkadia Commercial Mortgage LLC, a Delaware limited liability company, and acknowledged to me that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained in the name of such a limited liability company by himself/herself as Authorized Representative. Witness my hand and official seal in the county and state aforesaid, this day of Notary Public My Commission Expires: Subordination Agreement (Governmental Entity) Page S-3 163453103 v1 EXHIBIT A LEGAL DESCRIPTION OF PREMISES Property Address: 1199 Northwest 62 Street, Miami, FL 33150 Property Folio No.: 01-3114-021-0950 Legal Description: Lots 1, 2, 3 and 4 and the West 15 feet of Lot 5 Block 5, WOODMERE, according to the Plat thereof, as recorded in Plat Book 14, Page l lof the Public Records of Dade County, Florida. .66'"