Fort Walton Beach Council agenda — 02-12-13--cra — reading text

Miscellaneous. This Second Amendment may be executed in any number of d W counterparts, any one and all of which shall constitute the contract of the parties and each of which shall be deemed an original. Except as provided herein, the Agreement is unmodified, in o full force and effect and hereby ratified in every respect. In the event of any conflict between the n terms of the Agreement and the terms of this Second Amendment, the terms of this Second Amendment shall control. Terms which are capitalized but not defined herein shall have the meanings given to such terms in the Agreement. E Signature Pages Follow] e. \ fivbita \germany - sound side \forms\.second amendment to imerlocal 011013 jvc.doc 3- Packet Pg. 17  71. IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed as of the date first set forth above. City of Fort Walton Beach Attest: Dated M Mike Anderson, Mayor Helen Spencer, City Clerk Before me, the undersigned authority, on , 2013, personally appeared Mike Anderson and Helen Spencer, in their representative capacity as the City Mayor and the City Clerk, and by proper authorization of the Council of the City of Fort Walton Beach, Florida, did execute this Agreement in the name of the City of Fort Walton Beach, Florida. 0m N Public q_ Packet Pg. 18  7. 1. a Fort Walton Beach Community Redevelopment Agency Attest: Dated mm Chairman Michael Beedie, Secretary Before me, the undersigned authority, on , 2013, personally appeared and Michael Beedie, in their representative capacity as the Fort Walton Beach Community Redevelopment Agency Chairman and Secretary, and by proper authorization of the Board of Commissioners, did execute this Agreement in the name of the Community Redevelopment Agency. Notary Public 5- Packet Pg. 19  7. 1. a Fort Walton Beach Housing Authority By: Gail Sansbury, Executive Director Before me, the undersigned authority, on , 2013, personally appeared Gail Sansbury, in her representative capacity as the Fort Walton Beach Community Housing Authority Executive Director, and by proper authorization of the Board of the Fort Walton Beach lousing Authority, did execute this Agreement in the name of the Fort Walton Beach Housing Authority. Notary 6- Packet Pg. 20  7. 1. a Sound Side Apartments, LEE By: Gail Sansbury, as Executive Director Of Fort Walton Beach Housing Authority, Its Sole Member Before me, the undersigned authority, on , 2013, personally appeared Gail Sansbury, in her representative capacity as the as Executive Director of the Fort Walton Beach Housing Authority, the sole member of Sound Side Apartments, LLC, and by proper authorization of the Board of Sound Side, LLC did execute this Agreement in the name of Sound Side Apartments, LLC. Notary 7- Packet Pg. 21  7, 1. b l U. S. Department of Housing OMB Approval No. 2502 -0598 Subordination Agreement and Urban Development ex, 04I30i2014) Office of Housing Public Reporting Burden for this collection of information is estimated to average 0. 5 hours per response, including the time for reviewing Instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Response to this request for Information is required in order to receive the benefits to be derived. This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in ct Name: Sound Side Apartments Project No: 063 -35325 THIS SUBORDINATION AGREEMENT ( "Agreement ") is entered into this day of February, 2013 by and among ( i) BERKADIA COMMERCIAL MORTGAGE LLC, a limited liability company ( "Senior Lender'), (ii) CITY OF FORT WALTON BEACH, a Florida municipality ( "Subordinate Lender'), and ( iii) SOUND SIDE APARTMENTS, LLC ( " Sound Side "), a Florida limited liability company Borrower "). Recitals WHEREAS, Borrower is the owner of the site where that certain 200 -unit residential rental development known as " Sound Side Apartments" will be developed Project'), located at Fort Walton Beach, Florida. Senior Lender has made or is making the senior mortgage loan as described on Schedule A hereto (' Senior Indebtedness ") to Borrower in the original principal amounts) as shown on Schedule A, evidenced by the Note described in Schedule A (' Senior Note "), and secured by, among other things, the Security Instrument as described in Schedule A ( collectively, Senior Security Instrument'), covering the property described in Exhibit A attached hereto together with all improvements thereon and personal property used relative thereof, all as more particularly described in the Senior Security Instrument Mortgaged Property "). WHEREAS, Borrower has requested Senior Lender to permit Subordinate Lender to make a subordinate loan to Borrower in the amount of $ 700,000 (' Subordinate Loan ") , and to have the right to secure the Subordinate Loan by, among other things, placing a lien as a special assessment pursuant to Section 170. 09, Florida Statutes, against the Mortgaged Property in the future ( "Subordinate Lien "). Subordination Agreement HUD- 92420M ( 04/ 11) Packat Pg. 22  7. 1. b 2 WHEREAS, Senior Lender, with the approval of the U. S. Department of Housing and Urban Development ( "HUD "), has agreed to permit Subordinate Lender to make the Subordinate Loan and to place a Subordinate Lien against the Mortgaged Property subject to all of the conditions contained in this Agreement and in accordance with Program Obligations. " Program Obligations" means ( 1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and ( 2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD' s official website: http: / www. / hud. gov /offices /adm /hudclips /index. cfm, or a successor location to that site). NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate Lender to make the Subordinate Loan to Borrower and to place a Subordinate Lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows: 1. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: a) " Affiliate" is defined in 24 CFR 200.215, or any successor regulation. b) " Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. c) " Borrower" means all entities identified as " Borrower" in the first paragraph of this Agreement, together with any successors, heirs, and assigns ljointly and severally). Borrower shall include any entity taking title to the Mortgaged Property, whether or not such entity assumes the Senior Note, provided that the term " Borrower" shall not include Senior Lender in the event that Senior Lender may acquire title to the Mortgaged Property. Whenever the term " Borrower" is used herein, the same