21. Consent to Assignment of AHAP - Vista Breeze
#231342891_v4
U.S. Department of Housing and Urban Development (HUD)
Project-based Section 8 Contract Administration
CONSENT TO ASSIGNMENT
OF AHAP CONTRACT
AS SECURITY FOR FINANCING
I. IDENTIFICATION OF ACC AND AHAP CONTRACT
Annual Contributions Contract Number: N/A
AHAP Agreement/Contract Number: TBD
Section 8 Project Number: TBD
Project Name: Vista Breeze
Project Location: 175 S. Shore Drive and 280 S. Shore Drive, Miami
Beach, Florida
II. NAMES
Contract Administrator: Housing Authority of the City of Miami
Beach, a public body corporate and politic
Contract Administrator address:
200 Alton Road
Miami Beach, Florida 33139
Attention: Executive Director
Owner: Vista Breeze, LTD., a Florida limited partnership
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Owner Address:
c/o Atlantic | Pacific Communities
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Governmental Lender: Housing Finance Authority of Miami-Dade
County, Florida, a public body, corporate and politic organized and
existing under the laws of the State of Florida
Governmental Lender Address:
Housing Finance Authority of Miami-Dade County, Florida
7855 NW 12th Street, Suite 202
Doral, Florida 33126
Attention: Executive Director
Initial Funding Lender: Bank of America, N.A., a national banking
association
Initial Funding Lender Address:
Bank of America, N.A.
401 E. Las Olas Blvd.
Fort Lauderdale, Florida 33301
FL6-812-18-02
III. DEFINITIONS
ACC. Annual Contributions Contract.
ASSIGNMENT AS SECURITY. The creation of a security interest in
the Owner’s interest pursuant to the AHAP Contract, and a transfer of
such security interest to a successor secured party.
CONTRACT ADMINISTRATOR. HUD or a PHA acting as Contract
Administrator under an ACC with HUD.
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FULL ASSIGNMENT. An assignment of the AHAP contract other
than an assignment as security. “Full Assignment” includes a sale,
conveyance or other transfer of the AHAP Contract, voluntary or
involuntary, to a successor in interest.
AHAP CONTRACT. The Agreement to Enter Into a Housing
Assistance Payments Contract for units in the Project. The AHAP
Contract was entered between the Owner and the Contract
Administrator pursuant to Section 8 of the United States Housing Act
of 1937 (42 U.S.C. 1437f).
PHA. Public Housing Agency.
PROJECT. The Project identified in Section I of the consent to
assignment.
SECURED PARTY. A party that holds a security interest in the
Owner’s interest pursuant to the AHAP Contract, including the
Lender, and successors to the Lender’s security interest.
SUCCESSOR. The term “successor” includes an assignee.
IV. BACKGROUND
Pursuant to the terms of the AHAP Contract, the AHAP Contract
(including any interest in the AHAP Contract or any payments under
the AHAP Contract) may not be assigned without the prior written
consent of the Contract Administrator.
The Owner has advised the Contract Administrator that the Owner
wants to grant the Lender a security interest in the AHAP Contract, as
security for a loan by the Lender to the Owner with respect to the
Project.
V. CONSENT TO ASSIGNMENT AS SECURITY
By execution of this Consent to Assignment as security, the Contract
Administrator consents to the assignment as security of the AHAP
Contract by the Owner to the Lender as security for a loan by the
Lender to the Owner with respect to the Project.
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The Contract Administrator consents to transfer of the Lender’s
security interest to successor secured parties.
VI. EFFECT OF CONSENT TO ASSIGNMENT
The Contract Administrator is not a party to the loan or the loan
documents, nor to any assignment of the AHAP Contract by the
Owner to the Lender as security for the loan, nor to any transfer of the
AHAP contract or the loan by the Lender. Issuance of the Consent to
Assignment does not signify that HUD or the Contract Administrator
has reviewed, approved or agreed to the terms of any financing or
refinancing; to any term of the loan documents; or to the terms of any
assignment of the AHAP Contract by the Owner to the Lender as
security for the loan, or by the Lender to any transferee of the loan.
The Consent to Assignment of the AHAP Contract as security for the
loan does not change the terms of the AHAP Contract in any way, and
does not change the rights or obligations of HUD, the Contract
Administrator or the Owner under the AHAP Contract.
The creation or transfer of any security interest in the AHAP Contract
is limited to amounts payable under the AHAP Contract in accordance
with the terms of the AHAP Contract.
VII. EXERCISE OF SECURITY INTEREST – ASSIGNEE
ASSUMPTION OF AHAP CONTRACT OBLIGATIONS
Notwithstanding the Contract Administrator’s grant of Consent to
Assignment by the Owner of a security interest in the AHAP Contract
to the Lender as security for the loan, and to further transfer of such
security interest to successor secured parties, the Contract
Administrator’s execution of this Consent does not constitute consent
to a full assignment of the AHAP Contract to any entity, including the
Lender or any successor secured party.
A secured party may not exercise any rights or remedies against the
Contract Administrator or HUD under the AHAP Contract until and
unless:
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• The Contract Administrator has approved the secured party as
successor to the Owner pursuant to the AHAP Contract, and
• The secured party seeking to exercise such rights or remedies, or
to receive such payments, has executed and delivered, in a form
acceptable to the Contract Administrator in accordance with
HUD requirements, an agreement by the assignee to comply
with all the terms of the AHAP Contract, and to assume all
obligations of the Owner under the AHAP Contract.
VIII. WHEN ASSIGNMENT IS PROHIBITED
The Consent to Assignment as security shall be void ab initio if HUD
determines that any assignee, or any principal or interested party of
the assignee, is debarred, suspended or subject to a limited denial of
participation under 24 CFR part 24, or is listed on the U.S. General
Services Administration list of parties excluded from Federal
procurement or nonprocurement programs.
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