HomeMy WebLinkAbout23381AGREEMENT INFORMATION
AGREEMENT NUMBER
23381
NAME/TYPE OF AGREEMENT
MARTIN FINE VILLAS, LLC
DESCRIPTION
FIRST GLOBAL MODIFICATION TO MORTGAGE/GALLERY AT
RIVER PARC PROJECT/MATTER ID: 18-3504
EFFECTIVE DATE
November21, 2019
ATTESTED BY
NICOLE EWAN
ATTESTED DATE
11/25/2019
DATE RECEIVED FROM ISSUING
DEPT.
6/1/2021
NOTE
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Patricia K. Green, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
FIRST GLOBAL MODIFICATION TO
MORTGAGES
AND OTHER DOCUMENTS
(Martin Fine Villas)
THIS FIRST GLOBAL MODIFICATION TO MORTGAGES AND OTHER
LOAN DOCUMENTS, (this "Modification"), effective as of Aix-,r 4U 2f , 2019, is entered
into by and among:
1. MARTIN FINE VILLAS, LLC, a Florida limited liability company ("Borrower"),
2. UNITED STATES OF AMERICA, acting by and through the Secretary of Housing and
Urban Development ("HUD"),
3. HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY (FLORIDA), a
public body corporate and politic and existing under the laws of the State of Florida
("HFA"),
4. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
("Trustee"),
5. MIAMI-DADE COUNTY, a political subdivision of the State of Florida (the
"County"),
6. CITY OF MIAMI, a political subdivision of the State of Florida (the "City"), and
7. FLORIDA HOUSING FINANCE CORPORATION ("FHFC")
RECITALS
A. Borrower entered into that certain Ground Lease between Miami -Dade County, a
political subdivision of the State of Florida, and a "public housing agency" as defined in
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the United States Housing Act of 1937 (42 USC 1437 et seq., as amended) (in this
context, the "Landlord"), dated November 18, 2016, as evidenced by that Memorandum
Of Ground Lease dated June 16, 2016, recorded June 17, 2016 in Official Records Book
30118, Page 2354, and recorded June 22, 2016 in Official Records Book- 30123, Page
3009, as affected by Scrivener's Error Affidavit recorded in Official Records Book
30297, Page 1347, as amended by Amended and Restated Memorandum of Ground
Lease dated March 1, 2017, recorded March 6, 2017 in Official Records Book 30445,
Page 4406 (collectively, the "Ground Lease") leasing certain property located in Miami -
Dade County, Florida, and more particularly described on Exhibit "A" attached hereto
(the "Property").
B. Borrower constructed a new apartment community (the "Project") on the Property.
C. In connection with the development of the Project with 104 units of public housing, HUD
required that Borrower enter into certain agreements with regard to the public housing
units (collectively the "HUD Documents"), including, without limitation, a Regulatory
and Operating Agreement, a Declaration of Trust and Restrictive Covenants, and a Non -
Disturbance and Attornment Agreement. The County, in its capacity as a "public
housing agency" as defined in the United States Housing Act of 1937 (42 USC 1437 et
seq., as amended), is a party to certain of the HUD Documents.
The HUD Documents include the following:
1. Declaration of Trust and Restrictive Covenants [Operating Funds Only] by and
between Miami Dade County and Martin Fine Villas, LLC, for the benefit of the
United States of America, acting by and through the Secretary of Housing and
Urban Development dated March 3, 2017, recorded on March 6, 2017, in Official
Records Book 30445, Page 4412.
2. Non -Disturbance and Attornment Agreement by and between the United States of
America, acting by and through the Secretary of Housing and Urban
Development, and Martin Fine Villas, LLC, dated March 3, 2017, recorded on
March 6, 2017, in Official Records Book 30445, Page 4422.
3. Regulatory and Operating Agreement for Mixed -Finance Project by and between
Miami -Dade County and Martin Fine Villas, LLC, dated March 3, 2017, recorded
on March 6, 2017, in Official Records Book 30445, Page 4429.
4. Unrecorded documents:
(a) Mixed -Finance Amendment to The Consolidated Annual Contributions
Contract with Rider and Exhibits;
(b) PHA Mortgaged Transaction for Development Amendment to the
Consolidated Annual Contributions Contract and Exhibits;
(c) Property Management Agreement with Mixed Finance Rider; and
(d) Management Plan.
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D. The HFA made a loan to Borrower in an original principal amount not to exceed
$12,000,000 (the "Project Loan"), the proceeds of which were used to finance a portion
of the development of the Project. The Project Loan is secured by, among other things, a
first mortgage (the "Project Loan Mortgage") encumbering the Property, which was
assigned to the Trustee for administration of the Project Loan. In addition to the Project
Loan Mortgage as described below, the following documents evidence, secure or govern
the Project Loan (collectively, the "Project Loan Documents"):
1. Land Use Restriction Agreement dated as of March 1, 2017, by and among
Martin Fine Villas, LLC, the Housing Finance Authority of Miami Dade County
(Florida), and The Bank of New York Mellon Trust Company, N.A., as Trustee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4502.
2. Mortgage, Security Agreement and Assignment of Rents, Leases and Profits dated
as of March 1, 2017, from Martin Fine Villas, LLC, a Florida limited liability
company, as mortgagor, to the Housing Finance Authority of Miami -Dade County
(Florida), as mortgagee, recorded on March 6, 2017, in Official Records Book
30445, Page 4534; and as assigned by Assignment of Mortgage and Security
Documents dated as of March 1, 2017, by the Housing Finance Authority of
Miami -Dade County (Florida), as assignor, to The Bank of New York Mellon
Trust Company, N.A., as Trustee, as assignee, recorded on March 6, 2017, in
Official Records Book 30445, Page 4596
3. UCC-1 Financing Statement by Martin Fine Villas, LLC, a Florida limited
liability company, as debtor, and Housing Finance Authority of Miami -Dade
County, Florida, as assignor secured party, and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as assignee secured party, recorded on March 6,
2017, in Official Records Book 30445, Page 4589.
4. Unrecorded Documents:
(a) Trust Indenture
(b) Financing Agreement
(c) Series 2017 A Note and Series 2017 B Note
(d) Continuing Disclosure Agreement
(e) Contingency Draw -Down Agreement
(f) Exceptions to Non -Recourse Guaranty
(g) Guaranties of Payment
(h) Completion Guaranties
(i) Environmental Indemnity Agreement
(j) Fee Guaranty and Environmental Indemnity Agreement
(k) Absolute and Unconditional Guaranty of Operating Deficits
(1) Exceptions to Non -Recourse Guaranty
(m) Replacement Reserve Agreement
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(n) Pledge and Assignment Agreement
(o) Assignment and Security Agreement
(p) Collateral Assignment and Pledge of Membership Interest
(q) Conditional Assignment of Management Contract
(r) Assignment of Permits and Contracts
(s) Bond Purchase Agreement
(t) Collateral Assignment and Pledge of Developer Fees and Security
Agreement
(u) Mortgage Subordination Agreements
(v) Disbursement and Rate Management Authorization and Instruction
Agreement
(w) Construction Loan Servicing Agreement
E. FHFC is the holder of an Extended Low -Income Housing Agreement executed by the
Borrower in favor of FHFC, recorded in Official Records Book 31092, at Page 1082 (the
"Extended Use Agreement").
F. The County made a surtax loan to Borrower in the amount of $5,452,773 (the "Surtax
Loan"), the proceeds of which were used to finance a portion of the development of the
Project. The Surtax Loan is secured by, among other things, a second mortgage
encumbering the Property (the "Surtax Loan Mortgage"). In addition to the Surtax Loan
Mortgage as described below, the following documents evidence, secure or govern the
Surtax Loan (collectively, the "Surtax Loan Documents"):
1. Miami -Dade County Rental Regulatory Agreement dated March 3, 2017, between
Martin Fine Villas, LLC, a Florida limited liability company, and Miami -Dade
County, a political subdivision of the State of Florida, recorded on March 6, 2017,
in Official Records Book 30445, Page 4600; as affected by Mortgage
Subordination Agreement dated as of March 1, 2017, among the Housing Finance
Authority of Miami -Dade County (Florida), and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as senior mortgagees, Miami -Dade County, a
political subdivision of the State of Florida, as subordinate mortgagee, and Martin
Fine Villas, LLC, a Florida limited liability company, as mortgagor, recorded on
March 6, 2017, in Official Records Book 30445, Page 4685.
2. Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents
and Profits dated March 3, 2017, by Martin Fine Villas, LLC, a Florida limited
liability company, as mortgagor, in favor of Miami -Dade County, as mortgagee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4612; as
affected by Mortgage Subordination Agreement dated as of March 1, 2017, among
the Housing Finance Authority of Miami -Dade County (Florida), and The Bank of
New York Mellon Trust Company, N.A., as Trustee, as senior mortgagees, Miami -
Dade County, a political subdivision of the State of Florida, as subordinate
mortgagee, and Martin Fine Villas, LLC, a Florida limited liability company, as
mortgagor, recorded on March 6, 2017, in Official Records Book 30445, Page
4685.
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3. Collateral Assignment of Leases, Rents and Contract Rights dated as of March 3,
2017, by Martin Fine Villas, LLC, a Florida limited liability company, as assignor,
to Miami -Dade County, a political subdivision of the State of Florida, as assignee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4641; as
affected by Mortgage Subordination Agreement dated as of March 1, 2017, among
the Housing Finance Authority of Miami -Dade County (Florida), and The Bank of
New York Mellon Trust Company, N.A., as Trustee, as senior mortgagees, Miami -
Dade County, a political subdivision of the State of Florida, as subordinate
mortgagee, and Martin Fine Villas, LLC, a Florida limited liability company, as
mortgagor, recorded on March 6, 2017, in Official Records Book 30445, Page
4685.
4. UCC-1 Financing Statement from Martin Fine Villas, LLC, a Florida limited
liability company, as debtor, in favor of Miami -Dade County, a political
subdivision of the State of Florida, as secured party, recorded on March 6, 2017, in
Official Records Book 30445, Page 4654; as affected by Mortgage Subordination
Agreement dated as of March 1, 2017, among the Housing Finance Authority of
Miami -Dade County (Florida), and The Bank of New York Mellon Trust
Company, N.A., as Trustee, as senior mortgagees, Miami -Dade County, a political
subdivision of the State of Florida, as subordinate mortgagee, and Martin Fine
Villas, LLC, a Florida limited liability company, as mortgagor, recorded on March
6, 2017, in Official Records Book 30445, Page 4685.
5. Unrecorded Documents:
(a) Promissory Note
(b) Assignment of Project Documents
(c) Loan Agreement
G. County is the holder and beneficiary of the following Covenants pertaining to the waiver
of impact fees arising from the use of the Property as affordable housing (the. "County
Covenants"):
(a) Covenant in Favor of Miami -Dade County Relating to Exemption from
Educational Facilities Impact Fee for Elderly Housing recorded in Official
Records Book 30711, at Page 2362 ("School Board Covenant"; and
(b) Affordable Housing Covenant recorded in Official Records Book 30498, Page
1120 ("RER Covenant").
H. The City made a HOME loan to Borrower in the amount of $2,350,000 (the "HOME
Loan"), the proceeds of which were used to finance a portion of the development of the
Project. The HOME Loan is secured by, among other things, a third mortgage
encumbering the Property (the "HOME Loan Mortgage"). In addition to the HOME
Loan Mortgage as described below, the following documents evidence, secure or govern
the HOME Loan (collectively, the "HOME Loan Documents"):
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J.
1. Leasehold Mortgage and Security Agreement for Martin Fine Villas, LLC dated
as of February 23, 2017, by Martin Fine Villas, LLC, a Florida limited liability
company, as mortgagor, to the City of Miami, as mortgagee, recorded on March
6, 2017, in Official Records Book 30445, Page 4671; as affected by Mortgage
Subordination Agreement dated as of March 1, 2017, among the Housing Finance
Authority of Miami -Dade County (Florida), and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as senior mortgagees, the City of Miami, a
municipal corporation of the State of Florida, as subordinate mortgagee, and
Martin Fine Villas, LLC, a Florida limited liability company, as mortgagor,
recorded on March 6, 2017, in Official Records Book 30445, Page 4698.
2. Declaration of Restrictive Covenants for Martin Fine Villas, LLC dated as of
February 23, 2017, by Martin Fine Villas, LLC, a Florida limited liability
company, in favor of City of Miami, recorded on March 6, 2017, in Official
Records Book 30445, Page 4657; as affected by Mortgage Subordination
Agreement dated as of March 1, 2017, among the Housing Finance Authority of
Miami -Dade County (Florida), and The Bank of New York Mellon Trust
Company, N.A., as Trustee, as senior mortgagees, the City of Miami, a municipal
corporation of the State of Florida, as subordinate mortgagee, and Martin Fine
Villas, LLC, a Florida limited liability company, as mortgagor, recorded on
March 6, 2017, in Official Records Book 30445, Page 4698.
3. Rent Regulatory Agreement for Martin Fine Villas, LLC dated as of February 23,
2017, between Martin Fine Villas, LLC, a Florida limited liability company, in
favor of the City of Miami, recorded on March 6, 2017, in Official Records Book
30445, Page 4662; as affected by Mortgage Subordination Agreement dated as of
March 1, 2017, among the Housing Finance Authority of Miami -Dade County
(Florida), and The Bank of New York Mellon Trust Company, N.A., as Trustee,
as senior mortgagees, the City of Miami, a municipal corporation of the State of
Florida, as subordinate mortgagee, and Martin Fine Villas, LLC, a Florida limited
liability company, as mortgagor, recorded on March 6, 2017, in Official Records
Book 30445, Page 4698.
4. Unrecorded Documents:
(a) HOME Loan Agreement
(b) Promissory Note
(c) Disbursement Agreement
City is the holder and beneficiary of the following Covenant pertaining to the waiver of
impact fees arising from the use of the Property as affordable housing (the "City
Covenant"): Declaration of Restrictive Covenants for Affordable Housing Rental
Developments recorded in Official Records Book 30428, Page 1065.
The Project Loan Documents, HUD Documents, Surtax Loan Documents, HOME Loan
Documents and other documents and covenants listed above are collectively referred to
herein as the "Documents".
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K. Borrower has requested that each of the parties holding mortgages or otherwise
benefitting from any of the Documents described in these Recitals release that portion of
the Property legally described in Exhibit "B" attached hereto (the "Release Parcel") from
the lien and operation of the Documents, and each of said parties has agreed to grant such
release, as hereinafter provided.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth in this Modification and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1
MODIFICATIONS TO THE DOCUMENTS
The above Recitals are by reference incorporated in and specifically made a part of this
Modification as if fully set forth herein.
1. HUD and the County, as applicable, each hereby releases the Release Parcel from the lien
and operation of the HUD Documents.
2. HFA, to the extent of any reserved rights not assigned to Trustee, and the Trustee, as
applicable, hereby release the Release Parcel from the lien and operation of the Project
Mortgage and the Project Loan Documents from and after the date hereof; provided,
however, that the Release Parcel is released from the operation of any Document
providing environmental indemnification, only to the extent that the event or occurrence
giving rise to the indemnities or remedies in favor of HFA or Trustee thereunder first
occurs after the date hereof.
3. FHFC hereby releases the Release Parcel from the lien and operation of the Extended Use
Agreement.
4. County (acting by and through PHCD) hereby releases the Release Parcel from the lien
and operation of the Surtax Loan Mortgage and the Surtax Loan Documents.
5. County (acting respectively by and though RER and the School Board, as applicable)
hereby releases the Release Parcel from the lien and operation of the County Covenants.
It is acknowledged and agreed that, unless exempted pursuant to applicable provisions of
the Miami -Dade County Code, the Release Parcel shall be subject to applicable impact
fees.
6. City hereby releases the Release Parcel from the lien and operation of the HOME Loan
Mortgage and the HOME Loan Documents.
7. City hereby releases the Release Parcel from the lien and operation of the City Covenant.
8. The Project's legal description contained in the Documents is hereby deleted and
replaced by the legal description attached hereto as Exhibit C.
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SECTION 2
MISCELLANEOUS
1. All recording information refers to the Public Records of Miami -Dade County.
2. Except as modified by this Modification, the Documents shall remain in full force and
effect and are ratified and confirmed by the respective parties thereto.
3. This Modification shall be construed, and the obligations, rights and remedies of the
parties hereunder shall be determined, in accordance with the laws of the State of Florida
without regard to conflicts of laws or principles, except to the extent that the laws of the
United States of America may prevail. '
4. This Modification shall be binding upon and shall inure to the benefit of the successors
and assigns of the respective parties hereto.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
IN WITNESS WHEREOF, the parties hereto have caused this Modification to be
executed as of the date first set forth above.
BORROWER:
MARTIN FINE VILLAS, LLC, a Florida limited liability
company
By: Martin Fine Villas Manager, LLC, a Florida
liability company, its Manager
By:
Tony Del Pozzo, Vice President
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this ' day of 10.cc- ,
2019, by Tony Del Pozzo, as Vice President of Martin Fine Villas Manager, LLC, a Florida
limited liability company, the Manager of Martin Fine Villas, LLC, a Florida limited liability
company, on behalf of the companies.
Personally Known
OR Produced Identification
Type of Identification Produced.
`ti ,1144„ VERONICA NARANJO
.Notary Public -State of Florida
°. *= Commission # GG 286583
My Commission Expires
ocembor 26, 2022
Pt -
Notary Public, State of Florida
Commission No.: Ca a cCo SJS 3 •
My Commission Expires: 10aa-
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STATE OF
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
COUNTY,OF
HUD:
UNITED STATES OF AMERICA, acting by and
through the Secretary of Housing and Urban
Development
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
, 2019 by , as of the United States
Department of Housing and Urban Development, on behalf of the United States of America.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
HFA:
HOUSING FINANCE AUTHORITY OF MIAMI-
DADE COUNTY (FLORIDA), a public body
corporate and politic and existing under the laws of
the State of Florida
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2019 by , as of the HOUSING
FINANCE AUTHORITY OF MIAMI-DADE COUNTY (FLORIDA), a public body corporate
and politic and existing under the laws of the State of Florida.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me this day of
, 2019, by as of THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
(Martin Fine Villas)
FHFC:
FLORIDA HOUSING FINANCE
CORPORATION
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
,2019by ,as of
Florida Housing Finance Corporation.
Personally Known OR Produced Identification
Type of Identification Produced:
Notary Public; State of Florida
Print Name:
My Commission Expires:
My Commission No.:
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND LOAN DOCUMENTS
CITY:
CITY OF MIAMI, a municipal
Corporation of the State of Flori
Emilio T. onzalez
City M ager
APPROVJD AS ' O I SU$ AN CE
REQUIREME
Ann -Mari - Sharpe
Director, ': k Management
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ATTEST:
The foregoing ins m-ntA }vas ackno�ledggd
Al h(, r- , 2019, b a d I V&i , i
municipal corporation of th$ State of Florida.
Personally Known
OR Produced Identification
Type of Identification Produced:
#7419715 vl
30364-0884
before me this day of
jesCITY OF MIAMI, a
griuk
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Conunission Expires:
14
E »":+Y r�CCRP
My Comm. Expires _ %-2
Bonded through Na:c -a ="-
�nK.�ry^i1Y"^'Y
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO •
MORTGAGES AND OTHER DOCUMENTS
[RELEASE OF SURTAX LOAN DOCUMENTS BY PHCD]
COUNTY:
MIAMI-DADE COUNTY, a political subdivision
of the State of Florida
Approved as to form and legal sufficiency: By:
Maurice L. Kemp, Deputy Mayor
By:
Name:
Assistant County Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2019, by Maurice L. Kemp, as Deputy Mayor of MIAMI-DADE COUNTY, a
political subdivision of the State of Florida.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
15 '
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
[RELEASE OF COUNTY COVENANT BY RER]
COUNTY:
MIAMI-DADE COUNTY, a political subdivision
of the State of Florida
Approved as to form and legal sufficiency: By:
Name:
By: Title:
Name:
Assistant County Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2019, by , as of MIAMI-DADE
COUNTY, a political subdivision of the State of Florida.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
[RELEASE OF SCHOOL BOARD COVENANT]
COUNTY:
MIAMI-DADE COUNTY, a political subdivision
of the State of Florida
Approved as to form and legal sufficiency: By:
Name:
By: Title:
Name:
Assistant County Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2019, by , as of MIAMI-DADE
COUNTY, a political subdivision of the State of Florida.
Personally Known OR Produced Identification
Type of Identification Produced:
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
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EXHIBIT "A"
ORIGINAL LEASED PROPERTY
A portion of Lots 7 and 8, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade County,
Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according
to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -
Dade County, Florida, being more particularly described as follows:
Commence at the intersection of N.W. 7th Street and N.W. 13th Avenue as they now exist;
thence NOO°01'30"W along the centerline of N.W. 13th Avenue for 35.01 feet; thence
S88°50'45"W along a line 35.00 feet North of and parallel to the centerline of N.W. 7th
Street, said line also being the South line of Tract "A" and the North right-of-way line of said
N.W. 7th Street, for 49.52 feet to the Point of Beginning; thence continue S88°50'45"W for
482.52 feet; thence NOO°06'04"E for 255.45 feet; thence N69°13'36"W for 184.77 feet;
thence N23°53'09"E for 293.03 feet; thence S67°46'32"E for 309.91 feet; thence
SOO°02'31"E for 159.48 feet; thence N89°58'30"E for 273.45 feet; thence SOO°01'30"E for
277.61 feet to a point of curvature of a 25 foot radius curve, concave to the Northwest, with a
central angle of 88°52'15"; thence south and southwesterly along the arc of said curve, for
38.78 feet to a point of tangency also being the Point of Beginning.
BEING THE SAME AS:
PARCEL 1
A portion of Lots 7 and 8, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade County,
Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according
to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -
Dade County, Florida, being more particularly described as follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as they
now exist; thence N00°01'30"W on and along said centerline of N.W. 13th Avenue for 35.01
feet; thence S88°50'45"W along a line 35.00 feet North of and parallel to the centerline of
NW 7th Street , said line also being the South line of Tract "A" and the North right of -way
line said N.W 7th Street, for 328.02 feet to the Point of Beginning; thence continue
S88°50'45"W for 23.00 feet; thence N00°01122"W for 234.88 feet; thence S89°58'38"W for
126.37 feet; thence N72°34'07"W for 56.68 feet; thence N69°13'36"W for 184.77 feet;
thence N23°53'09"E for 293.03 feet; thence S67°46'32"E for 309.91 feet; thence
SOO°02'31"E for 206.49 feet; thence S89°58'38"W for 29.50 feet; thence SOO°01'22"E for
261.09 feet to the Point of Beginning.
TOGETHER WITH:
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PARCEL 2
PORTION 1:
A portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according to the Plat
thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -Dade County,
Florida, being more particularly described as follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as
they now exist; thence N00°01'30"W on and along said centerline of -N.W. 13th
Avenue for 35.01 feet; thence S88°50'45"W along a line 35.00 feet North of and
parallel to the _centerline of N.W. 7th Street, said line also being the South line of
Tract "A" and the North right of -way line said N.W 7th Street, for 49.52 feet to the
Point of Beginning; thence continue 588°50'45"W for 278.50 feet: thence
NOO°01'22"W for 261.09 feet; thence N89°58'38"E for 29.50 feet; thence
NOO°02'31"W for 47.01 feet; thence N89°58'30"E for 273.45 feet to a point on the
West Right of Way of said N.W. 13th Avenue; thence SOO°01'30"E along said West
Right of Way line for 277.61 feet to a point of curvature of a 25 foot radius curve,
concave to the Northwest, with a central angle of 88°52'15"; thence south and
southwesterly along the arc of said curve, for 38.78 feet to a point of tangency also
being the Point of Beginning.
PORTION 2:
A portion of Lot 7, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade
County, Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA
5-26, according to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public
Records of Miami -Dade County, Florida, being more particularly described as
follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as
they now exist; thence N00°01'30"W on and along said centerline of N.W. 13th
Avenue for 35.01 feet; thence 588°50'45"W along a line 35.00 feet North of and
parallel to the centerline of N.W. 7th Street, said line also being the South line of
Tract "A" and the North right of -way line said N.W 7th Street, for 351.02 feet to the
Point of Beginning; thence continue S88°50'45"W for 181.02 feet; thence
NOO°06'04"E for 255.45 feet; thence S72°34'07"E for 56.68 feet; thence N89°58'38"E
for 126.37 feet; thence SOO°01'22"W for 234.88 feet to the Point of Beginning.
#7419715 v1
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EXHIBIT `B"
RELEASE PARCEL
GALLERY AT RIVER PARC
A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX
FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND ALSO BEING A PORTION OF LOTS 7 & 8, OF CORRECTED PLAT OF
RIVERMONT, ACCORDING TO ,THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL "A":
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 24.51
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 277.36 FEET;
THENCE RUN N00°00'00"W FOR A DISTANCE OF 350.93 FEET; THENCE RUN
N67°21'34"W FOR A DISTANCE OF 47.61 FEET; THENCE RUN NOO°38'51"E FOR A
DISTANCE OF 127.17 FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 76.28
FEET; THENCE RUN S00°02'31 "E FOR A DISTANCE OF 159.48 FEET; THENCE RUN
N89°58'31"E FOR A DISTANCE OF 273.45 FEET; THENCE SOO°01'30"E, FOR A
DISTANCE OF 277.61 FEET, TO A POINT OF TANGENCY OF A CIRCULAR CURVE
CONCAVE TO THE NORTHWEST; THENCE ALONG THE ARC OF SAID CIRCULAR
CURVE, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET, A CENTRAL
ANGLE OF 88°52'15", FOR AN ARC DISTANCE OF 38.78 FEET TO THE POINT OF
BEGINNING.
AND PARCEL "B":
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 325.87
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 181.15 FEET;
THENCE RUN NOO°06'04"E FOR A DISTANCE OF 261.56 FEET; THENCE RUN
N90°00'00"E FOR A DISTANCE OF 159.45 FEET; THENCE RUN NOO°38'51"E FOR A
DISTANCE OF 85.95 FEET; THENCE RUN S67°21'34"E FOR A DISTANCE OF 21.92
FEET; THENCE S00°00'00"E, FOR A DISTANCE OF 335.42 FEET TO THE POINT OF
BEGINNING.
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EXHIBIT "C"
REVISED DESCRIPTION OF PROPERTY,
AFTER GIVING EFFECT TO RELEASE OF THE RELEASE PARCEL
A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX
FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND ALSO BEING A PORTION OF LOTS 7 AND 8, OF CORRECTED PLAT OF
RIVERMONT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 301.87
FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
SAID SOUTHERLY LINE OF TRACT "A", FOR A DISTANCE OF 24.00 FEET; RUN
N00°00'00"W FOR A DISTANCE OF 335.42 FEET; THENCE RUN N67°21'34"W FOR A
DISTANCE OF 21.92 FEET; THENCE RUN S00°38'51"W FOR A DISTANCE OF 85.95
FEET; THENCE RUN S90°00'00"W FOR A DISTANCE OF 159.45 FEET; THENCE RUN
SOO°06'04"W FOR A DISTANCE OF 6.11 FEET; THENCE N69°13'36"W, FOR A
DISTANCE OF 184.77 FEET; THENCE RUN N23°53'09"E FOR A DISTANCE OF 293.03
FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 233.63 FEET; THENCE RUN
SOO°38'51"W FOR A DISTANCE OF 127.17 FEET; THENCE RUN S67°21'34"E FOR A
DISTANCE OF 47.61 FEET; THENCE RUN S00°00'00"E FOR A DISTANCE OF 350.93
FEET TO THE POINT OF BEGINNING.
#7419715 vl
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THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Patricia K. Green, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
111111111111111111111111111111111111111111111
CFH 2019R0747224
OR BK. 31709 Pss 2597-2616 (20Pss)
RECORDED 12/02/2019 13:43:20
HARVEY RUVIN► CLERK. OF COURT
MIAMI-DADE COUNTY, FLORIDA
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
FIRST GLOBAL MODIFICATION TO
MORTGAGES
AND OTHER DOCUMENTS
(Martin Fine Villas)
THIS FIRST GLOBAL MODIFICATION TO MORTGAGES AND OTHER
LOAN DOCUMENTS, (this "Modification"), effective as of f1[ptjfatkr al, 2019, is entered
into by and among:
1. MARTIN FINE VILLAS, LLC, a Florida limited liability company ("Borrower"),
2. UNITED STATES OF AMERICA, acting by and through the Secretary of Housing and
Urban Development ("HUD"),
3. HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY (FLORIDA), a
public body corporate and politic and existing under the laws of the State of Florida
("HFA"),
4. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
("Trustee"),
5. MIAMI-DADE COUNTY, a political subdivision of the State of Florida (the
"County"),
6. CITY OF MIAMI, a political subdivision of the State of Florida (the "City"), and
7. FLORIDA HOUSING FINANCE CORPORATION ("FHFC")
RECITALS
A. Borrower entered into that certain Ground Lease between Miami -Dade County, a
political subdivision of the State of Florida, and a "public housing agency" as defined in
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the United States Housing Act of 1937 (42 USC 1437 et seq., as amended) (in this
context, the "Landlord"), dated November 18, 2016, as evidenced by that Memorandum
Of Ground Lease dated June 16, 2016, recorded June 17, 2016 in Official Records Book
30118, Page 2354, and recorded June 22, 2016 in Official Records Book 30123, Page
3009, as affected by Scrivener's Error Affidavit recorded in Official Records Book
30297, Page 1347, as amended by Amended and Restated Memorandum of Ground
Lease dated March 1, 2017, recorded March 6, 2017 in Official Records Book 30445,
Page 4406 (collectively, the "Ground Lease") leasing certain property located in Miami -
Dade County, Florida, and more particularly described on Exhibit "A" attached hereto
(the "Property").
B. Borrower constructed a new apartment community (the "Project") on the Property.
C. In connection with the development of the Project with 104 units of public housing, HUD
required that Borrower enter into certain agreements with regard to the public housing
units (collectively the "HUD Documents"), including, without limitation, a Regulatory
and Operating Agreement, a Declaration of Trust and Restrictive Covenants, and a Non -
Disturbance and Attornment Agreement. The County, in its capacity as a "public
housing agency" as defined in the United States Housing Act of 1937 (42 USC 1437 et
seq., as amended), is a party to certain of the HUD Documents.
The HUD Documents include the following:
1. Declaration of Trust and Restrictive Covenants [Operating Funds Only] by and
between Miami Dade County and Martin Fine Villas, LLC, for the benefit of the
United States of America, acting by and through the Secretary of Housing and
Urban Development dated March 3, 2017, recorded on March 6, 2017, in Official
Records Book 30445, Page 4412.
2. Non -Disturbance and Attornment Agreement by and between the United States of
America, acting by and through the Secretary of Housing and Urban
Development, and Martin Fine Villas, LLC, dated March 3, 2017, recorded on
March 6, 2017, in Official Records Book 30445, Page 4422.
3. Regulatory and Operating Agreement for Mixed -Finance Project by and between
Miami -Dade County and Martin Fine Villas, LLC, dated March 3, 2017, recorded
on March 6, 2017, in Official Records Book 30445, Page 4429.
4. Unrecorded documents:
(a) Mixed -Finance Amendment to The Consolidated Annual Contributions
Contract with Rider and Exhibits;
(b) PHA Mortgaged Transaction for Development Amendment to the
Consolidated Annual Contributions Contract and Exhibits;
(c) Property Management Agreement with Mixed Finance Rider; and
(d) Management Plan.
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D. The HFA made a loan to Borrower in an original principal amount not to exceed
$12,000,000 (the "Project Loan"), the proceeds of which were used to fmance a portion
of the development of the Project. The Project Loan is secured by, among other things, a
first mortgage (the "Project Loan Mortgage") encumbering the Property, which was
assigned to the Trustee for administration of the Project Loan. In addition to the Project
Loan Mortgage as described below, the following documents evidence, secure or govern
the Project Loan (collectively, the "Project Loan Documents"):
1. Land Use Restriction Agreement dated as of March 1, 2017, by and among
Martin Fine Villas, LLC, the Housing Finance Authority of Miami Dade County
(Florida), and The Bank of New York Mellon Trust Company, N.A., as Trustee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4502.
2. Mortgage, Security Agreement and Assignment of Rents, Leases and Profits dated
as of March 1, 2017, from Martin Fine Villas, LLC, a Florida limited liability
company, as mortgagor, to the Housing Finance Authority of Miami -Dade County
(Florida), as mortgagee, recorded on March 6, 2017, in Official Records Book
30445, Page 4534; and as assigned by Assignment of Mortgage and Security
Documents dated as of March 1, 2017, by the Housing Finance Authority of
Miami -Dade County (Florida), as assignor, to The Bank of New York Mellon
Trust Company, N.A., as Trustee, as assignee, recorded on March 6, 2017, in
Official Records Book 30445, Page 4596
3. UCC-1 Financing Statement by Martin Fine Villas, LLC, a Florida limited
liability company, as debtor, and Housing Finance Authority of Miami -Dade
County, Florida, as assignor secured party, and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as assignee secured party, recorded on March 6,
2017, in Official Records Book 30445, Page 4589.
4. Unrecorded Documents:
(a) Trust Indenture
(b) Financing Agreement
(c) Series 2017 A Note and Series 2017 B Note
(d) Continuing Disclosure Agreement
(e) Contingency Draw -Down Agreement
(f) Exceptions to Non -Recourse Guaranty
(g) Guaranties of Payment
(h) Completion Guaranties
(i) Environmental Indemnity Agreement
(j) Fee Guaranty and Environmental Indemnity Agreement
(k) Absolute and Unconditional Guaranty of Operating Deficits
(1) Exceptions to Non -Recourse Guaranty
(m) Replacement Reserve Agreement
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(n) Pledge and Assignment Agreement
(o) Assignment and Security Agreement
(p) Collateral Assignment and Pledge of Membership Interest
(q) Conditional Assignment of Management Contract
(r) Assignment of Permits and Contracts
(s) Bond Purchase Agreement
(t) Collateral Assignment and Pledge of Developer Fees and Security
Agreement
(u) Mortgage Subordination Agreements
(v) Disbursement and Rate Management Authorization and Instruction
Agreement
(w) Construction Loan Servicing Agreement
E. FHFC is the holder of an Extended Low -Income Housing Agreement executed by the
Borrower in favor of FHFC, recorded in Official Records Book 31092, at Page 1082 (the
"Extended Use Agreement").
F. The County made a surtax loan to Borrower in the amount of $5,452,773 (the "Surtax
Loan"), the proceeds of which were used to finance a portion of the development of the
Project. The Surtax Loan is secured by, among other things, a second mortgage
encumbering the Property (the "Surtax Loan Mortgage"). In addition to the Surtax Loan
Mortgage as described below, the following documents evidence, secure or govern the
Surtax Loan (collectively, the "Surtax Loan Documents"):
1. Miami -Dade County Rental Regulatory Agreement dated March 3, 2017, between
Martin Fine Villas, LLC, a Florida limited liability company, and Miami -Dade
County, a political subdivision of the State of Florida, recorded on March 6, 2017,
in Official Records Book 30445, Page 4600; as affected by Mortgage
Subordination Agreement dated as of March 1, 2017, among the Housing Finance
Authority of Miami -Dade County (Florida), and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as senior mortgagees, Miami -Dade County, a
political subdivision of the State of Florida, as subordinate mortgagee, and Martin
Fine Villas, LLC, a Florida limited liability company, as mortgagor, recorded on
March 6, 2017, in Official Records Book 30445, Page 4685.
2. Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents
and Profits dated March 3, 2017, by Martin Fine Villas, LLC, a Florida limited
liability company, as mortgagor, in favor of Miami -Dade County, as mortgagee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4612; as
affected by Mortgage Subordination Agreement dated as of March 1, 2017, among
the Housing Finance Authority of Miami -Dade County (Florida), and The Bank of
New York Mellon Trust Company, N.A., as Trustee, as senior mortgagees, Miami -
Dade County, a political subdivision of the State of Florida, as subordinate
mortgagee, and Martin Fine Villas, LLC, a Florida limited liability company, as
mortgagor, recorded on March 6, 2017, in Official Records Book 30445, Page
4685.
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3. Collateral Assignment of Leases, Rents and Contract Rights dated as of March 3,
2017, by Martin Fine Villas, LLC, a Florida limited liability company, as assignor,
to Miami -Dade County, a political subdivision of the State of Florida, as assignee,
recorded on March 6, 2017, in Official Records Book 30445, Page 4641; as
affected by Mortgage Subordination Agreement dated as of March 1, 2017, among
the Housing Finance Authority of Miami -Dade County (Florida), and The Bank of
New York Mellon Trust Company, N.A., as Trustee, as senior mortgagees, Miami -
Dade County, a political subdivision of the State of Florida, as subordinate
mortgagee, and Martin Fine Villas, LLC, a Florida limited liability company, as
mortgagor, recorded on March 6, 2017, in Official Records Book 30445, Page
4685.
4. UCC-1 Financing Statement from Martin Fine Villas, LLC, a Florida limited
liability company, as debtor, in favor of Miami -Dade County, a political
subdivision of the State of Florida, as secured party, recorded on March 6, 2017, in
Official Records Book 30445, Page 4654; as affected by Mortgage Subordination
Agreement dated as of March 1, 2017, among the Housing Finance Authority of
Miami -Dade County (Florida), and The Bank of New York Mellon Trust
Company, N.A., as Trustee, as senior mortgagees, Miami -Dade County, a political
subdivision of the State of Florida, as subordinate mortgagee, and Martin Fine
Villas, LLC, a Florida limited liability company, as mortgagor, recorded on March
6, 2017, in Official Records Book 30445, Page 4685.
5. Unrecorded Documents:
(a) Promissory Note
(b) Assignment of Project Documents
(c) Loan Agreement
G. County is the holder and beneficiary of (a) that certain Affordable Housing Covenant
recorded in Official Records Book 30498, Page 1120 and (b) that certain Covenant in
Favor of Miami -Dade County Relating to Exemption from Educational Facilities Impact
Fee for Elderly Housing recorded in Official Records Book 30711, at Page 2362
(collectively, "County Covenants") pertaining to the waiver of impact fees arising from
the use of the Property as affordable housing:
H. The City made a HOME loan to Borrower in the amount of $2,350,000 (the "HOME
Loan"), the proceeds of which were used to finance a portion of the development of the
Project. The HOME Loan is secured by, among other things, a third mortgage
encumbering the Property (the "HOME Loan Mortgage"). In addition to the HOME
Loan Mortgage as described below, the following documents evidence, secure or govern
the HOME Loan (collectively, the "HOME Loan Documents"):
1. Leasehold Mortgage and Security Agreement for Martin Fine Villas, LLC dated
as of February 23, 2017, by Martin Fine Villas, LLC, a Florida limited liability
company, as mortgagor, to the City of Miami, as mortgagee, recorded on March
6, 2017, in Official Records Book 30445, Page 4671; as affected by Mortgage
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Subordination Agreement dated as of March 1, 2017, among the Housing Finance
Authority of Miami -Dade County (Florida), and The Bank of New York Mellon
Trust Company, N.A., as Trustee, as senior mortgagees, the City of Miami, a
municipal corporation of the State of Florida, as subordinate mortgagee, and
Martin Fine Villas, LLC, a Florida limited liability company, as mortgagor,
recorded on March 6, 2017, in Official Records Book 30445, Page 4698.
2. Declaration of Restrictive Covenants for Martin Fine Villas, LLC dated as of
February 23, 2017, by Martin Fine Villas, LLC, a Florida limited liability
company, in favor of City of Miami, recorded on March 6, 2017, in Official
Records Book 30445, Page 4657; as affected by Mortgage Subordination
Agreement dated as of March 1, 2017, among the Housing Finance Authority of
Miami -Dade County (Florida), and The Bank of New York Mellon Trust
Company, N.A., as Trustee, as senior mortgagees, the City of Miami, a municipal
corporation of the State of Florida, as subordinate mortgagee, and Martin Fine
Villas, LLC, a Florida limited liability company, as mortgagor, recorded on
March 6, 2017, in Official Records Book 30445, Page 4698.
3. Rent Regulatory Agreement for Martin Fine Villas, LLC dated as of February 23,
2017, between Martin Fine Villas, LLC, a Florida limited liability company, in
favor of the City of Miami, recorded on March 6, 2017, in Official Records Book
30445, Page 4662; as affected by Mortgage Subordination Agreement dated as of
March 1, 2017, among the Housing Finance Authority of Miami -Dade County
(Florida), and The Bank of New York Mellon Trust Company, N.A., as Trustee,
as senior mortgagees, the City of Miami, a municipal corporation of the State of
Florida, as subordinate mortgagee, and Martin Fine Villas, LLC, a Florida limited
liability company, as mortgagor, recorded on March 6, 2017, in Official Records
Book 30445, Page 4698.
4. Unrecorded Documents:
(a) HOME Loan Agreement
(b) Promissory Note
(c) Disbursement Agreement
I. City is the holder and beneficiary of the following Covenant pertaining to the waiver of
impact fees arising from the use of the Property as affordable housing (the "City
Covenant"): Declaration of Restrictive Covenants for Affordable Housing Rental
Developments recorded in Official Records Book 30428, Page 1065.
J. The Project Loan Documents, HUD Documents, Surtax Loan Documents, HOME Loan
Documents and other documents and covenants listed above are collectively referred to
herein as the "Documents".
K. Borrower has requested that each of the parties holding mortgages or otherwise
benefitting from any of the Documents described in these Recitals release that portion of
the Property legally described in Exhibit "B" attached hereto (the "Release Parcel") from
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the lien and operation of the Documents, and each of said parties has agreed to grant such
release, as hereinafter provided.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth in this Modification and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1
MODIFICATIONS TO THE DOCUMENTS
The above Recitals are by reference incorporated in and specifically made a part of this
Modification as if fully set forth herein.
1. HUD and the County, as applicable, each hereby releases the Release Parcel from the lien
and operation of the HUD Documents.
2. HFA, to the extent of any reserved rights not assigned to Trustee, and the Trustee, as
applicable, hereby release the Release Parcel from the lien and operation of the Project
Mortgage and the Project Loan Documents from and after the date hereof; provided,
however, that the Release Parcel is released from the operation of any Document
providing environmental indemnification, only to the extent that the event or occurrence
giving rise to the indemnities or remedies in favor of HFA or Trustee thereunder first
occurs after the date hereof.
3. FHFC has agreed to release the Release Parcel based upon the condition that any future
transfer of the Borrower's leasehold estate or other disposition of the Borrower's interest
in the Release Parcel shall contain a restrictive covenant that such Release Parcel will be
used for the sole purpose of providing affordable housing in a manner consistent with the
requirements of the Extended Use Agreement.
Accordingly, Borrower hereby agrees that any future sale, transfer or other disposition of
the Borrower's leasehold estate in the Release Parcel (or any portion thereof) shall
contain a restriction that such Release Parcel (or portion thereof) shall be used for the
sole purpose of providing affordable housing. Any such restriction shall not be
applicable to any transfer pursuant to or in lieu of foreclosure to an entity other than the
Borrower or a "related person" of the Borrower, within the meaning of the Internal
Revenue Code of 1986, as amended (the "Code") or any exercise of remedies (including
without limitation, foreclosure) under any mortgage encumbering the Borrower's
leasehold estate in the Release Parcel; provided, however, that neither the Borrower nor
any "related person" to the Borrower, within the meaning of the Code, shall acquire the
Borrower's leasehold estate in the Release Parcel.
FHFC hereby releases the Release Parcel from the lien and operation of the Extended Use
Agreement.
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4. County (acting by and through PHCD) hereby releases the Release Parcel from the lien
and operation of the Surtax Loan Mortgage and the Surtax Loan Documents.
5. County (acting by and through RER) hereby releases the Release Parcel from the lien and
operation of the County Covenants. It is acknowledged and agreed that, unless exempted
pursuant to applicable provisions of the Miami -Dade County Code, the Release Parcel
shall be subject to applicable impact fees.
6. City hereby releases the Release Parcel from the lien and operation of the HOME Loan
Mortgage and the HOME Loan Documents.
7. City hereby releases the Release Parcel from the lien and operation of the City Covenant.
8. The Project's legal description contained in the Documents is hereby deleted and
replaced by the legal description attached hereto as Exhibit C.
SECTION 2
MISCELLANEOUS
1. All recording information refers to the Public Records of Miami -Dade County.
2. Except as modified by this Modification, the Documents shall remain in full force and
effect and are ratified and confirmed by the respective parties thereto.
3. This Modification shall be construed, and the obligations, rights and remedies of the
parties hereunder shall be determined, in accordance with the laws of the State of Florida
without regard to conflicts of laws or principles, except to the extent that the laws of the
United States of America may prevail.
4. This Modification shall be binding upon and shall inure to the benefit of the successors
and assigns of the respective parties hereto.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
IN WITNESS WHEREOF, the parties hereto have caused this Modification to be
executed as of the date first set forth above.
BORROWER:
MARTIN FINE VILLAS, LLC, a Florida limited liability
company
By: Martin Fine Villas Manager, LLC, a Florida
liability company, its Manager
By: 9j, Orx
/
Tony Del Pozzo, Vice President
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this 4 day of Norema.eer
2019, by Tony Del Pozzo, as Vice President of Martin Fine Villas Manager, LLC, a Florida
limited liability company, the Manager of Martin Fine Villas, LLC, a Florida limited liability
company, on behalf of the c mpanies.
Personally Known OR Produced Identification
Type of Identification Produced:
9
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
HUD:
UNITED STATES OF AMERICA, acting by and
through the Secretary of Housing and Urban
Development
By:
Name: V! c *o r t)..bl .eAr • ,
Title: /• I r • bPtk - F,&iOO-emu.
STATE OF ` --(Lam- i cb
COUNTY OF ✓h.i_cf-vj, kat Le
The foregoing instrument was acknowledged before me this day of
, 2019 by O coo Ct Inc J as D\V . D J Aia,:lY of the United States
Department of Housing and Urban Development, on behalf of the United States of America.
Personally Known OR Produced Identification IV
Type of Identification Produced: RA , L-ce r....4c 4 —°
Print or Stamp Name: aIv Q,t TIA.A�.- .
Notary Public, State of Fto' .
Commission No.: C-LIA )3O I 2
My Commission Expires: l -- t [ —
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COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
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MIAMI-DADE .
o 1 COUNTY
cam: —.— ?32_.
g ' FLORIDA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
HFA:
HOUSING FINANCE AUTHORITY OF MIAMI-
DADE COUNTY (FLORIDA), a public body
corporate and pol}tic and existing under the laws of
the Sta
By:
Name: Don L Horn
Title: Chair
The foregoing instrument was acknowledged before me this I day of
, 2019 by Don L. Horn, as Chair of the HOUSING FINANCE AUTHORITY
OF MIAMI-DADE COUNTY (FLORIDA), a public body corporate and politic and existing
under the laws of the State ofFlorida.
!//
Personally Known OR Produced Identification
Type of Identification Produced:
#7419715 v l
30364-0884
Pri t ,''e:
Not. Public, State of Florida
Commission No.:
Misty Taylor
My Commission Expires:
11
MISTY TAYLOR
«PAY COMPASSION SOG257725
EXPIRES: December 17, 2022
6ondrelhu query Pudic Uedrwisn
Book31709/Page2607 CFN#20190747224 Page 11 of 20
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By: 7
Name: Nathan Turner
Title: Vice President
STATE OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me this 17th day of September, 2019,
by Nathan Turner as Vice President of THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
Personally Known X OR Produced Identification
Type of Identification Produced:
Charles G. Nelson
NOTARY PUBLIC
STATE OF FLORIDA
Comm# GG057445
N As Expires 12/22/2020
#7419715 vt
30364-0884
Print or Stamp Name: Charles G. Nelson ..(7;111/
Notary Public, State of Florida _
Commission No.: 660S— qCs
My Commission Expires: 12/22/ZOW
12
Book31709/Page2608 CFN#20190747224 Page 12 of 20
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
(Martin Fine Villas)
FHFC:
FLORIDA HOUSING FINANCE
CORPORATION
By:
Name:
#60 . it. /down
Title: GeoOIL/ hoc r$G/
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me thi I0 day of
,p YY1iDe✓ , 2019 by �uon R 1YrO(.U►'1 , as e)enerG) (DGnSPI of
Florida Housing Finance Corporatiorc
Personally Known ✓ OR Produced Identification
Type of Identification Produced:
Mary Public; State of Florida
rant Name:
My Commission Expires:
My Commission No.:
13
#7419715 vl
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Book31709/Page2609 CFN#20190747224 Page 13 of 20
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND LOAN DOCUMENTS
CITY:
CITY OF MIAMI, a municipal
Corporation of the State of Florida
‘' � *
Emilio T'`Gor,70P7 Cph No ki i wL
`D City eager
APPROVED AS TO SU' .: ' CE
f RREQUIREME
U
Ann -Mari . Sharp
Director, 'sk M. agement
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ATTEST:
To a Hannon
City lerk
1 25
Da e:
APPROVED = ' TO FORM AND
CORRE
V.
C.
Tile foregoing instrument was ackno led ecj, befo a me this 09S day of
„n , 2019, by i , as ! �! of CITY OF MIAMI, a
municipal corporation of the State of orida.
Personally Known
OR Produced Identification
Type of Identification Produced:
Prin orStamp Name: E L414�GFC`e cJ.
Notary Public, State of Florida
Commission No.:
My Commission Expires:
14
#7419715 vl
303640884
EDITH Y. MCCRAY
Notary Pr,blic -=tate of GG 2989 Ronda
?;, �, • j Ccrrmissior
r; My Corm. Expires Jar 2-. 2C
;22
Book31709/Page2610 CFN#20190747224
Page 14 of 20
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
[RELEASE OF SURTAX LOAN DOCUMENTS BY PHCD]
COUNTY:
MIAMI-DADE COUNTY, a yplitical subdivision
of the State of Florid
Approved as to form and legal sufficiency: By:
Maurice L. Kemp, Dty Mayor
By:
Name: `recrerm ,
Assistant County Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
2019, by Maurice L. Kemp, as Deputy Mayor of MIAMI-DADE COUNTY, a
political subdivision of the to of Florida.
Personally Known
OR Produced Identification
Type of Identification Produced:
47419715 v3
30364-0884
or Stamp Name:
ne_. __
Public, State of Flbrida
ission No.:
My Commission Expires:
YVONNE RAMIREZ
;Notary Public -State of Florida
Commission 4 GG 290774
My Commission Expires
January 13, 2023
15
Book31709/Page2611 CFN#20190747224 Page 15 of 20
By:
Name: --..e N ‘ S
Assistant County Attorney
COUNTERPART SIGNATURE PAGE FOR
FIRST GLOBAL MODIFICATION TO
MORTGAGES AND OTHER DOCUMENTS
[RELEASE OF COUNTY COVENANTS BY REM
COUNTY:
MIAMI-DADE COUNTY, a political subdivision
oft . e fFlrid.
Approved as to form and legit sufficiency: By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE LL
T foregoing ins t was acknowledged be ore me this 2 ' day of
0OVeH'� , 2019, by JQ q� con , as tSS:Skgyk Ditx cAkff MIAMI-DADE
COUNTY, a political subdivision of the State-df Florida.
Personally Known
OR Produced Identification
Type of Identification Produced:
#7419715 v3
30364 0884
Print '-r Stamp Name:
No . Public, State of Florida
Commission No.:
My Commission Expires:
16
Book31709/Page2612 CFN#20190747224 Page 16 of 20
EXHIBIT "A"
ORIGINAL LEASED PROPERTY
A portion of Lots 7 and 8, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade County,
Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according
to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -
Dade County, Florida, being more particularly described as follows:
Commence at the intersection of N.W. 7th Street and N.W. 13th Avenue as they now exist;
thence N00°01'30"W along the centerline of N.W. 13th Avenue for 35.01 feet; thence
S88°50'45"W along a line 35.00 feet North of and parallel to the centerline of N.W. 7th
Street, said line also being the South line of Tract "A" and the North right-of-way line of said
N.W. 7th Street, for 49.52 feet to the Point of Beginning; thence continue S88°50'45"W for
482.52 feet; thence N00°06'04"E for 255.45 feet; thence N69°13'36"W for 184.77 feet;
thence N23°53'09"E for 293.03 feet; thence S67°46'32"E for 309.91 feet; thence
SOO°02'31"E for 159.48 feet; thence N89°58'30"E for 273.45 feet; thence SOO°01'30"E for
277.61 feet to a point of curvature of a 25 foot radius curve, concave to the Northwest, with a
central angle of 88°52'15"; thence south and southwesterly along the arc of said curve, for
38.78 feet to a point of tangency also being the Point of Beginning.
BEING THE SAME AS:
PARCEL 1
A portion of Lots 7 and 8, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade County,
Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according
to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -
Dade County, Florida, being more particularly described as follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as they
now exist; thence NOO°01'30"W on and along said centerline of N.W. 13th Avenue for 35.01
feet; thence S88°50'45"W along a line 35.00 feet North of and parallel to the centerline of
NW 7th Street , said line also being the South line of Tract "A" and the North right of -way
line said N.W 7th Street, for 328.02 feet to the Point of Beginning; thence continue
S88°50'45"W for 23.00 feet; thence NOO°01'22"W for 234.88 feet; thence S89°58'38"W for
126.37 feet; thence N72°34'07"W for 56.68 feet; thence N69° 13'36"W for 184.77 feet;
thence N23°53'09"E for 293.03 feet; thence S67°46'32"E for 309.91 feet; thence
SOO°02'31"E for 206.49 feet; thence S89°58'38"W for 29.50 feet; thence SOO°01'22"E for
261.09 feet to the Point of Beginning.
TOGETHER WITH:
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PARCEL 2
PORTION 1:
A portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA 5-26, according to the Plat
thereof as recorded in Plat Book 92, Page 39, of the Public Records of Miami -Dade County,
Florida, being more particularly described as follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as
they now exist; thence N00°01'30"W on and along said centerline of N.W. 13th
Avenue for 35.01 feet; thence S88°50'45"W along a line 35.00 feet North of and
parallel to the centerline of N.W. 7th Street, said line also being the South line of
Tract "A" and the North right of -way line said N.W 7th Street, for 49.52 feet to the
Point of Beginning; thence continue S88°50'45"W for 278.50 feet: thence
N00°01'22"W for 261.09 feet; thence N89°58'38"E for 29.50 feet; thence
N00°02'31 "W for 47.01 feet; thence N89°58'30"E for 273.45 feet to a point on the
West Right of Way of said N.W. 13th Avenue; thence S00°01'30"E along said West
Right of Way line for 277.61 feet to a point of curvature of a 25 foot radius curve,
concave to the Northwest, with a central angle of 88°52'15"; thence south and
southwesterly along the arc of said curve, for 38.78 feet to a point of tangency also
being the Point of Beginning.
PORTION 2:
A portion of Lot 7, CORRECTED PLAT OF RIVERMONT, according to the Plat
thereof as recorded in Plat Book B, Page 95, of the Public Records of Miami -Dade
County, Florida and a portion of Tract "A", MIAMI RIVER COMPLEX FLORIDA
5-26, according to the Plat thereof as recorded in Plat Book 92, Page 39, of the Public
Records of Miami -Dade County, Florida, being more particularly described as
follows:
Commence at the centerline intersection of N.W. 7th Street and N.W. 13th Avenue as
they now exist; thence NOO°01'30"W on and along said centerline of N.W. 13th
Avenue for 35.01 feet; thence S88°50'45"W along a line 35.00 feet North of and
parallel to the centerline of N.W. 7th Street, said line also being the South line of
Tract "A" and the North right of -way line said N.W 7th Street, for 351.02 feet to the
Point of Beginning; thence continue S88°50'45"W for 181.02 feet; thence
N00°06'04"E for 255.45 feet; thence S72°34'07"E for 56.68 feet; thence N89°58'38"E
for 126.37 feet; thence SOO°01'22"W for 234.88 feet to the Point of Beginning.
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EXHIBIT "B"
RELEASE PARCEL
GALLERY AT RIVER PARC
A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX
FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND ALSO BEING A PORTION OF LOTS 7 & 8, OF CORRECTED PLAT OF
RIVERMONT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL "A":
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 24.51
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 277.36 FEET;
THENCE RUN N00°00'00"W FOR A DISTANCE OF 350.93 FEET; THENCE RUN
N67°21'34"W FOR A DISTANCE OF 47.61 FEET; THENCE RUN N00°38'S l "E FOR A
DISTANCE OF 127.17 FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 76.28
FEET; THENCE RUN SOO°02'31"E FOR A DISTANCE OF 159.48 FEET; THENCE RUN
N89°58'31"E FOR A DISTANCE OF 273.45 FEET; THENCE S00°01'30"E, FOR A
DISTANCE OF 277.61 FEET, TO A POINT OF TANGENCY OF A CIRCULAR CURVE
CONCAVE TO THE NORTHWEST; THENCE ALONG THE ARC OF SAID CIRCULAR
CURVE, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET, A CENTRAL
ANGLE OF 88°52'15", FOR AN ARC DISTANCE OF 38.78 FEET TO THE POINT OF
BEGINNING.
AND PARCEL "B":
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 325.87
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 181.15 FEET;
THENCE RUN NOO°06'04"E FOR A DISTANCE OF 261.56 FEET; THENCE RUN
N90°00'00"E FOR A DISTANCE OF 159.45 FEET; THENCE RUN NOO°38'51"E FOR A
DISTANCE OF 85.95 FEET; THENCE RUN S67°21'34"E FOR A DISTANCE OF 21.92
FEET; THENCE S00°00'00"E, FOR A DISTANCE OF 335.42 FEET TO THE POINT OF
BEGINNING.
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OR BK 31709 PG 2616
LAST PAGE
EXHIBIT "C"
REVISED DESCRIPTION OF PROPERTY,
AFTER GIVING EFFECT TO RELEASE OF THE RELEASE PARCEL
A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX
FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND ALSO BEING A PORTION OF LOTS 7 AND 8, OF CORRECTED PLAT OF
RIVERMONT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W,
ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 301.87
FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG
SAID SOUTHERLY LINE OF TRACT "A", FOR A DISTANCE OF 24.00 FEET; RUN
N00°00'00"W FOR A DISTANCE OF 335.42 FEET; THENCE RUN N67°21'34"W FOR A
DISTANCE OF 21.92 FEET; THENCE RUN S00°38'S 1 "W FOR A DISTANCE OF 85.95
FEET; THENCE RUN S90°00'00"W FOR A DISTANCE OF 159.45 FEET; THENCE RUN
SOO°06'04"W FOR A DISTANCE OF 6.11 FEET; THENCE N69°13'36"W, FOR A
DISTANCE OF 184.77 FEET; THENCE RUN N23°53'09"E FOR A DISTANCE OF 293.03
FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 233.63 FEET; THENCE RUN
S00°38'51"W FOR A DISTANCE OF 127.17 FEET; THENCE RUN S67°21'34"E FOR A
DISTANCE OF 47.61 FEET; THENCE RUN S00°00'00"E FOR A DISTANCE OF 350.93
FEET TO THE POINT OF BEGINNING.
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