Resolution 2024-32982 RESOLUTION NOJ 2024-32982
I '
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT TO, AND
ASSUMPTION BY, MIAMI-DADE COUNTY, FLORIDA (COUNTY) OF THE
MORTGAGE, PROMISSORY NOTE, DECLARATION OF RESTRICTIVE
COVENANTS, AND OTHER LOAN DOCUMENTS ASSOCIATED WITH A
STATE HOUSING INITIATIVE PARTNERSHIP (SHIP) LOAN, IN THE
PRINCIPAL AMOUNT OF $135,464.15, GRANTED IN 2017 BY THE CITY
(LENDER)TO MBCDC/THE JEFFERSON, INC. (BORROWER),AS OWNER OF
THE PROPERTY LOCATED AT 542 JEFFERSON AVENUE (PROPERTY)
(COLLECTIVELY, THE "TRANSACTION"); SAID TRANSACTION BEING
REQUIRED IN CONNECTION WITH THE PURCHASE OF THE PROPERTY BY
THE COUNTY, AND ENSURING THAT THE COUNTY WILL CONTINUE TO
MAINTAIN THE PROPERTY AFFORDABLE THROUGH THE END OF THE
AFFORDABILITY PERIOD, JUNE 30, 2031; AND FURTHER AUTHORIZING
THE. CITY MANAGER AND CITY CLERK TO EXECUTE THE ASSIGNMENT
AND ASSUMPTION DOCUMENTS AND ANY CLOSING DOCUMENTS OR
AGREEMENTS RELATED TO THE PURCHASE OF THE PROPERTY BY THE
COUNTY.
WHEREAS, The Miami Beach Community Development Corporation (the"MBCDC")was
founded in 1981. by the Miami Design Preservation League; and in the 1990s, the MBCDC shifted
its focus to developing affordable housing and serving the'low-income residents of Miami Beach;
and ,
WHEREAS, in 1997, MBCDC/Jefferson, Inc., a subsidiary of MBCDC, acquired a 27- ,
unit multi-family building located at 542 Jefferson Avenue (the "Property") a/k/a The Jefferson
Apartments, designated for elderly residents at or below 80 percent Area Median Income; and
WHEREAS, since 2000, the City granted MBCDC over $28 million to acquire and
rehabilitate twelve (12) multi-family housing properties, comprised of sixteen (16) different
buildings and containing 323 income-restricted units; and
WHEREAS, as a participating jurisdiction and entitlement community, the City must
enforce affordable housing requirements throughout the affordability period of every project; and
must also monitor all properties throughout the affordability period; and
WHEREAS, In May 2013, the City extensively reviewed its U.S. Department of Housing
and Urban Development (HUD) funded projects and operations, which included the analysis of
projects undertaken between 2008 and 2013 by the MBCDC, the City's largest HUD-funded
beneficiary, and the City's internal processes, operations, and staff; and
WHEREAS, as a result of such review, the City became concerned with the financial
viability of the MBCDC agency and the condition of its properties, and offered a plan to address
the agency's operational problems, while securing the City's fiscal interests and the well-being of
the tenants housed by MBCDC; and
WHEREAS, throughout 2014-2019, the City held multiple discussions with MBCDC to
address the agency's financial setbacks that prevented it from addressing multiple structural
deficiencies throughout the portfolio; and
WHEREAS, on February 12, 2014, the Mayor and City Commission adopted Resolution
No. 2014-28506, approving the transfer of the London House Apartments from MBCDC to the
City; and
WHEREAS, on September 17, 2014, the Mayor and City Commission adopted Resolution
No. 2014-28756, approving the transfer of the Allen Apartments, Barclay Plaza Apartments,
London House Apartments, Lottie Apartments, Madeleine Village Apartments, and Neptune
Apartments from MBCDC to the City; and
WHEREAS, the City'has acquired title to all of the foregoing approved transfers, with the
exception of the Allen Apartments, which ultimately the City opted not to acquire due to the debt
service and the use restrictions affecting the property; and
WHEREAS, on April 13, 2016, the Mayor and City Commission adopted Resolution No.
2016-29358, authorizing the City's allocation of $135,464.15 in State Housing Initiative
Partnership(SHIP)funds ("Loan")to MBCDC for the rehabilitation of the Property,which included
the replacement of the roof and upgrades to the nine (9) units located on the third floor; and
WHEREAS, in connection with the Loan, on June 30, 2016, the City, MBCDC and/or
MBCDC/Jefferson, Inc. (Borrower) executed SHIP Agreements, a Promissory Note, Mortgage
and Declaration of Restrictive Covenants, requiring that the Borrower operate the Property as an
affordable housing development for fifteen (15)years from receipt of the certificate of occupancy,
expiring on June 30, 2031 ("Affordability Period"); and
WHEREAS, in December 2021, Miami-Dade Public Housing Community Development
(PHCD), on behalf of Miami-Dade County, Florida (County), and the MBCDC Board of Directors
began discussing the business terms regarding the County's acquisition of the MBCDC portfolio;
and
WHEREAS, on April 4, 2023, the County adopted County Resolution No. 230469,
approving the terms of a Memorandum of Agreement (MOA)with MBCDC to acquire ownership
and control of the property portfolio of MBCDC, including approving and authorizing the
assumption of a total amount of forgivable debt on all properties, the parent-level liabilities,
including institutional debt owed by MBCDC on all properties, and eligible capital expenses for
the properties, all from available housing funds; and
WHEREAS, On May 8, 2023, the County and PHCD executed a Memorandum of
Understanding, recorded in Official Records Book 33707, at Page 176, of the Public Records of
Miami-Dade County, Florida, which outlined the transfer of title and managerial and financial
oversight of the assets being transferred from MBCDC and its subsidiaries to the County; and
WHEREAS, the County has committed funding to address the most pressing structural
issues identified within the portfolio and assigned Royal American Management to operate
facilities and ensure compliance with all program regulations; and
WHEREAS, in connection with the sale of the Property to the County, the City must
consent to the assignment to, and assumption by, the County of the Promissory Note, Mortgage,
Declaration, of Restrictive Covenants and related SHIP Agreements (collectively, the "Loan
Documents"), instead of repaying the Loan to the City; and in exchange, the County has agreed
assume the terms and conditions of the Loan Documents and operate the Property as an
affordable housing development during the Affordability Period; and
WHEREAS,the City Manager recommends that the Mayor and City Commission approve,
in substantial form, the Assignment, Assumption and Amendment of Declaration of Restrictive
Covenants, Promissory Note and Other Loan Documents, and the Mortgage Assumption
Agreement(collectively, the"Assignment and Assumption Documents"), draft copies of which are
attached to the City Commission Memorandum accompanying this Resolution; and further
authorize the City Manager and City Clerk to execute the Assignment and Assumption Documents
and any other closing documents or agreements related to the purchase of the Property by the
County.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve the assignment to, and assumption by, Miami-Dade County, Florida
(County)of the Mortgage, Promissory Note, Declaration of Restrictive Covenants, and other Loan
Documents associated with a State Housing Initiative Partnership (SHIP) loan, in the principal
amount of $135,464.15, granted in 2017 by the City (Lender) to MBCDC/Jefferson, Inc.
(Borrower), as owner of the property located at 542 Jefferson Avenue(Property)(Collectively, the
"Transaction"); said Transaction being required in connection with the acquisition of the Property
by the County, and ensuring that the County will continue to maintain the Property affordable
through the end of the Affordability Period, June 30, 2031; and further authorize the City Manager
and City Clerk to execute the Assignment and Assumption Documents and any closing
documentsor agreements related to the purchase of the Property by the County.
PASSED AND ADOPTED 3 day of Ord , 2024.
ATTEST:
Steven Meiner, Mayor
APR 0 8 2024
Rafa . Granado, City Clerk = � ,B .cy I E ti
•L OR 0RATE1
APPROVED AS TO
FORM & LANGUAGE
8c FOR EXECUTION
C� -au� a-�t
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Resolutions -C7 E
MIAMI BEACH
• COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: April 3, 2024
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT TO, AND
ASSUMPTION BY, MIAMI-DADE COUNTY, FLORIDA (COUNTY) OF THE
MORTGAGE, PROMISSORY NOTE, DECLARATION OF RESTRICTIVE
COVENANTS, AND OTHER LOAN DOCUMENTS ASSOCIATED WITH A
STATE HOUSING INITIATIVE PARTNERSHIP (SHIP) LOAN, IN THE
PRINCIPAL AMOUNT OF $135,464.15, GRANTED IN 2017 BY THE CITY
(LENDER)TO MBCDC/THE JEFFERSON, INC. (BORROWER),AS OWNER
OF THE PROPERTY LOCATED AT 542 JEFFERSON AVENUE
(PROPERTY) (COLLECTIVELY, THE "TRANSACTION"); SAID
TRANSACTION BEING REQUIRED IN CONNECTION WITH THE
PURCHASE OF THE PROPERTY BY THE COUNTY,AND ENSURING THAT
THE COUNTY WILL CONTINUE TO MAINTAIN THE PROPERTY
AFFORDABLE THROUGH THE END OF THE AFFORDABILITY PERIOD,
JUNE 30, 2031; AND FURTHER AUTHORIZING THE CITY MANAGER AND
CITY CLERK TO EXECUTE THE ASSIGNMENT AND ASSUMPTION
DOCUMENTS AND ANY CLOSING DOCUMENTS OR AGREEMENTS
RELATED TO THE PURCHASE OF THE PROPERTY BY THE COUNTY.
RECOMMENDATION
The Administration recommends the Mayor and City Commission adopt the Resolution.
BACKGROUND/HISTORY
The Miami Beach Community Development Corporation (the "MBCDC") was founded in 1981
by the Miami Design Preservation League. In the 1990s, MBCDC shifted its focus to
developing affordable housing and serving the low-income residents of Miami Beach. MBCDC
acquired several affordable housing properties by securing funding from private lenders and
local municipalities. In 1997, MBCDC acquired the Jefferson Apartments, a 27-unit multi-family
building located at 542 Jefferson Avenue (the "Property"). The Property is designated for
elderly residents at or below 80 percent Area Median Income (AMI).
Since 2000, the City granted MBCDC over $28 million to acquire and rehabilitate twelve (12)
multi-family housing properties, comprised of sixteen (16) different buildings and containing 323
income-restricted residential units.
Page 443 of 1445
As a participating jurisdiction and entitlement community, the City must enforce affordable
housing requirements throughout the affordability period of every project. The City must also
monitor all properties throughout the affordability period. In May 2013, the City extensively
reviewed its U.S. Department of Housing and Urban Development (HUD)-funded projects and
operations. This extensive review included the analysis of projects undertaken between 2008
and 2013 by the MBCDC, the City's largest HUD-funded beneficiary, and the City's internal
processes, operations, and staff. As a result of such review, the City became concerned with
the financial viability of the MBCDC agency and the condition of its properties and offered a
plan to address MBCDC's operational challenges while securing the City's fiscal interests and
the well-being of the tenants housed by MBCDC. The City suggested that MBCDC surrender
title to the following properties: Allen Apartments, Barclay Plaza Apartments, London House
Apartments, Lottie Apartments, Madeleine Village Apartments, and Neptune Apartments.
On February 12, 2014, the Mayor and City Commission adopted Resolution No. 2014-28506,
approving the transfer of the London House Apartments from MBCDC to the City. On
September 17, 2014, the Mayor and City Commission adopted Resolution No. 2014-28756,
approving the transfer of the Allen Apartments, Barclay Plaza Apartments, London House
Apartments, Lottie Apartments, Madeleine Village Apartments, and Neptune Apartments from
MBCDC to the City. The City has acquired title to all of the foregoing approved transfers, with
the exception of the Allen Apartments, which ultimately the City opted not to acquire due to the
debt service and the use restrictions affecting the property.
Throughout 2014-2019, the City held multiple discussions with MBCDC to address the
agency's financial setbacks that prevented it from addressing multiple structural deficiencies
throughout the residential portfolio.
As it relates to the Jefferson Apartments, on April 13, 2016, the Mayor and City Commission
adopted Resolution No. 2016-29358, authorizing the City's allocation of $135,464.15 in State
Housing Initiative Partnership (SHIP) funds ("Loan") to MBCDC for the rehabilitation of the
Property, which included the.replacement of the roof and upgrades to the nine (9) units located
on the third floor. In connection with the Loan, on June 30, 2016, the City, MBCDC and/or
MBCDC/Jefferson, Inc. (Borrower)executed SHIP Agreements, a Promissory Note, Mortgage
and Declaration of Restrictive Covenants, requiring that the Borrower operate the Property as
an affordable housing development for fifteen (15) years from receipt of the certificate of
occupancy, expiring on June 30,2031 ("Affordability Period").
Despite the MBCDC's efforts to improve the organization's operations, it was no longer
financially able to maintain the assets due to rising insurance and utility costs.
The City continues to monitor four(4) MBCDC properties that remain under affordability: 1)The
Jefferson Apartments, 2) Allen Apartments, 3) Villa Maria Apartments, and 4) Meridian
Apartments.
ANALYSIS
In December 2021, Miami-Dade County (the "County"), through Miami-Dade Public Housing
Community Development (PHCD), and the MBCDC Board of Directors began discussing the
business terms regarding the County's acquisition of the remaining MBCDC portfolio.
On April 4, 2023, the County adopted Resolution No. 329-23 approving terms of and
Page 444 of 1445
authorizing the County Mayor to execute a Memorandum of Agreement (MOA) with MBCDC to
take over ownership and control of MBCDC's portfolio. The Resolution authorized the County
Mayor to execute a contract for sale and purchase between Femwood Apartments and the
Shelboume Apartment Building, Inc., approving and authorizing the assumption of a total
amount of forgivable debt on all properties and the total amount of institutional debt on all
properties and eligible capital expenses all from available housing funds.
On May 8, 2023, MBCDC and the County executed a Memorandum of Understanding,
recorded in Official Records Book 33707, at Page 176, of the Public Records of Miami-Dade
County, Florida, which outlined the transfer of title and managerial and financial oversight of the
assets being transferred from MBCDC and its subsidiaries to the County, including The
Jefferson Apartments.
The County has committed funding to address the most pressing structural issues identified
within the portfolio and assigned Royal American Management to operate the facilities and
ensure compliance with all program regulations.
MBCDC and the County developed a disposition schedule for transferring all properties in the
portfolio. The scheduled closing date for the Jefferson Apartments is currently scheduled to
take place on March 29, 2024, subject to further extension by the parties. In connection with the
sale of the Property to the County, the City must consent to the assignment to, and assumption
by, the County of the Promissory Note, Mortgage, Declaration of Restrictive Covenants and
related SHIP Agreements (collectively, the "Loan Documents"), instead of repaying the Loan to
the City; and in exchange, the County has agreed to assume the terms and conditions of the
Loan Documents and operate the Property as an affordable housing development during the
Affordability Period.
The City continues to collaborate with the County and Royal American Management to ensure
that the long-term affordability of the Property is preserved at a time when Miami-Dade County
is experiencing its worst housing crisis.
The City will continue to conduct annual monitoring to ensure compliance with federal
regulations at the Jefferson Apartments until the expiration of the affordability period in 2031.
The County is currently in the design phase for a major rehabilitation project at the Jefferson
Apartments, including significant improvements to the stucco on the façade, and the interior of
the units.
LOBBYIST DISCLOSURE
In accordance with Resolution No. 2023-32857, adopted by the City Commission on
December 13, 2023, the following information has been provided by the Administration as it
relates to the subject resolution:
1. Was the Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal engaged in lobbying? No
2. If so, specify name of lobbyist(s)and principal(s): N/A
SUPPORTING SURVEY DATA
The Mayor and City Commission identified the need for workforce and affordable housing as a
key objective in the City's 2019 Strategic Plan Through the Lens of Resilience. The City's 2040
Comprehensive Plan prioritizes affordable housing, with the express goal "to encourage
redevelopment that provides workforce and affordable housing"within the City.
FINANCIAL INFORMATION
Page 445 of 1445
•
$135,464.15 in previously 15/16 SHIP allocated funds. No additional funding will be allocated.
Amount(s)/Account(s):
$135,464.15 in previously allocated Fiscal Year 15/16 SHIP funds. No additional funding will be
allocated.
CONCLUSION
The Administration recommends that the Mayor and City Commission approve, in substantial
form, the Assignment, Assumption and Amendment of Declaration of Restrictive Covenants,
Promissory Note and Other Loan Documents, and' the Mortgage Assumption Agreement
(collectively, the "Assignment and Assumption Documents"), draft copies of which are attached
hereto; and further authorize the City Manager and City Clerk to execute the Assignment and
Assumption Documents and any other closing documents or agreements related to the
purchase of the Property by the County.
Applicable Area
Not Applicable
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic Connection
Mobility-Support affordable, compatible workforce housing.
Legislative Tracking
Housing and Community Services
ATTACHMENTS:
Description
o Resolution
o Jefferson Mortgage and Restrictive Covenant
❑ Assignment and Assumption-DRAFT
❑ Mortgage Assumption Agreement DRAFT
Page 446 of 1445
Law Offices
Mark L. Rivlin, P.A.
• C1550 ICVADRUGA AVENUE•SUITE 120
1 SFp Z Fi COln 0AaLES,FLORIDA 33146 TEL(305)661-4 0
l - FAX(305)284-9186
I" • Y �!1 1 O.,h E Y teg/Wi mIrivlin@bellsouth.net
September 19, 2016
Via Fed Ex
305-673-7470
Gisela Nanson Torres, Senior Assistant
City Attorney
Office of the City Attorney •
1700 Convention Center Drive
Miami Beach, FL 33139
Re: SHIP Loan to MBCDC/The Jefferson, 542 Jefferson Avenue, Miami Beach, FL
33139
Dear Ms. Ton-es:
We are enclosing the original recorded Declaration of Restrictive Covenants and the
Mortgage and Security Agreement.
We should have the title policy to you later this week.
Very Truly Yours,
Page 450 of 1445
CFN:20160390381 BOOK 30140 PAGE 2101
-- -DATE:07/06/2016 02:20:54 PM -,___
HARVEY RWIN,CLERK OF COURT,MIA-DADE CTY
This instrument prepared by:
Gisela Nanson Torres,Esq.
Office of the City Attorney •
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
(Space reserved for Clerk of Court)
DECLARATION OF RESTRICTIVE COVENANTS
This Declaration of Restrictive Covenants(hereinafter the"Covenant"),is made this 30th day of
June 2016 by MBCDC/The Jefferson, Inc., a Florida not-for-profit corporation, a/k/a
MBDC/The Jefferson Corporation, whose address is 945 Pennsylvania Avenue, Miami Beach,
Florida,33139(hereinafter the"Owner").
RECITALS:
WHEREAS, Owner purchased the property located at 542 Jefferson Avenue,Miami
Beach,Florida(hereinafter referred to as the"Premises"),as more particularly described in
Exhibit"A",attached hereto and incorporated herein by reference,as evidenced from that certain
Warranty Deed,dated May 7, 1997,and recorded in O.R. Book 17663,Page 4674,of the Public
Records of Miami-Dade County, Florida;and
WHEREAS;said Warranty Deed contained a scrivener's error in Owner's name,in that,
the deed depicts Owner's name as MBDC/The Jefferson Corporation,instead of MBCDC/The
Jefferson,Inc.;and
WHEREAS,Owner is undertaking a project to rehabilitate the Premises for the purpose of
providing affordable rental housing for low-income individuals and families(the"Project");and
WHEREAS, the Project will provide for the retention of affordable housing opportunities
within the City of Miami Beach for low-income individuals and families;and
WHEREAS,pursuant to Miami Beach City Commission Resolution No.2015-29051,passed
and adopted on June 10,2015,the City of Miami Beach,a public body corporate and politic(the
"City")approved funding to the Owner for Owner's rehabilitation of the Premises,in the total sum of
$135,464.15, comprised of$43,508.85 from FY 2013-2014 SHIP funds and$91,955.15 from FY
2014-2015 SHIP funds;and
WHEREAS, on February 12. 2016 the City was notified by the Florida Housing Finance
Corporation that the City must return the FY 2013-2014 SHIP funds to the State of Florida;and
WHEREAS,pursuant to Miami Beach City Commission Resolution No.2016-29358,passed
and adopted on April 13, 2016, the City authorized the funding of the$43,508.85 allocation, as
follows: 1)$26,371 from recaptured FY 2015-2016 SHIP funds;and 2)$17,138 from recaptured FY
2014-2015 SHIP funds from prior years'homebuyer agreements;and
Page 451 of 1445
This instrument prepared by:
Gisela Nanson Torres, Esq.
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
(Space reserved for Clerk of Court)
DECLARATION OF RESTRICTIVE COVENANTS
This Declaration of Restrictive Covenants(hereinafter the"Covenant"), is made this 30th day of
June , 2016 by MBCDC/The Jefferson, Inc., a Florida not-for-profit corporation, a/k/a
MBDC/The Jefferson Corporation, whose address is 945 Pennsylvania Avenue, Miami Beach,
Florida, 33139 (hereinafter the"Owner").
RECITALS:
WHEREAS, Owner purchased the property located at 542 Jefferson Avenue, Miami
Beach, Florida (hereinafter referred to as the"Premises"), as more particularly described in
Exhibit"A", attached hereto and incorporated herein by reference, as evidenced from that certain
Warranty Deed, dated May 7, 1997, and recorded in O.R. Book 17663, Page 4674, of the Public
Records of Miami-Dade County, Florida; and
WHEREAS; said Warranty Deed contained a scrivener's error in Owner's name, in that,
the deed depicts Owner's name as MBDC/The Jefferson Corporation, instead of MBCDC/The
Jefferson, Inc.; and
WHEREAS, Owner is undertaking a project to rehabilitate the Premises for the purpose of
providing affordable rental housing for low-income individuals and families (the"Project"); and
WHEREAS, the Project will provide for the retention of affordable housing opportunities
within the City of Miami Beach for low-income individuals and families; and
WHEREAS,pursuant to Miami Beach City Commission Resolution No.2015-29051,passed
and adopted on June 10, 2015, the City of Miami Beach, a public body corporate and politic (the
"City") approved funding to the Owner for Owner's rehabilitation of the Premises, in the total sum of
$135,464.15, comprised of$43,508.85 from FY 2013-2014 SHIP funds and $91,955.15 from FY
2014-2015 SHIP funds; and
WHEREAS, on February 12, 2016 the City was notified by the Florida Housing Finance
Corporation that the City must return the FY 2013-2014 SHIP funds to the State of Florida; and
WHEREAS,pursuant to Miami Beach City Commission Resolution No.2016-29358, passed
and adopted on April 13, 2016, the City authorized the funding of the $43,508.85 allocation, as
follows: 1)$26,371 from recaptured FY 2015-2016 SHIP funds;and 2)$17,138 from recaptured FY
2014-2015 SHIP funds from prior years' homebuyer agreements; and
Page 452 of 1445
WHEREAS,Owner and the City have entered into three separate SHIP Agreements of even
date (the "SHIP Agreements"), with respect to FY 2014-2015 SHIP funds, in the amount of
- - -$91,955.15; FY 2014-2015-SHIP'funds,in.the.amount of-$-17,138;_and_FY.2015-2016.SHIP.funds,in
the amount of$26,371; and
WHEREAS,the SHIP Agreements memorialize the terms and conditions of said SHIP funds,
and which funds are committed to be utilized by Owner in the rehabilitation of the Premises to
accomplish the stated purposes of the Project; and
WHEREAS, the City desires, and Owner hereby acknowledges and agrees, to impose
certain provisions of the SHIP Agreements as covenants and restrictions upon the Premises and
any improvements located or hereinafter to be made thereon.
NOW,THEREFORE,Owner voluntarily covenants and agrees that the Premises located in
the City of Miami Beach, Miami-Dade County, Florida,and legally described in Exhibit"A"attached
hereto, shall be subject to the following restrictions that are intended and shall be deemed to be
covenants running with the land and binding upon Owner, and its successors in interest and
assigns, as follows:
1. The findings set forth in the Recitals of this Covenant are hereby adopted by
reference and incorporated herein as if fully set forth in this Section. •
2. The City of Miami Beach (City) funds, in the amount of One Hundred Thirty-Five
Thousand Four Hundred Sixty-Four Dollars and 15/100($135,464.15)(the"Funds"),are committed
to be utilized by the Owner in the rehabilitation of the Premises, in order to provide affordable
housing for tenants that is consistent with the rules and regulations promulgated by the State of
Florida/Florida Housing Finance Corporation, as same may be amended from time to time;and the
rents charged and the tenants thereof shall qualify under the rules and regulations promulgated by
the State of Florida, as same may be amended from time to time. In consideration of these funds,
the Premises shall be subject to the following restrictions for a period of thirty (30) years
(Affordability Period),which period shall commence upon the date of issuance by the City of Miami
Beach Building Department of a Final Certificate of Completion for the renovation and rehabilitation
of the Premises for the stated use and purposes contemplated by the Project.
3. Restrictive Covenants. Owner shall be subject to the following covenants and
restrictions:
(i) Owner must use the Premises as an affordable rental property for a thirty(30)
year period, commencing from the date of issuance by the City of Miami Beach
Building Department of a Final Certificate of Completion for the construction of the
Premises(the"Affordability Period"),and the rents charged and the tenants thereof
must qualify under the rules and regulations promulgated by the State of
Florida/Florida Housing Finance Corporation,as same may be amended from time to
time. In order to further ensure the enforcement of this Section (3), Owner hereby
recognizes, agrees, authorizes, and covenants that the Premises shall not be sold,
transferred, disposed of, or otherwise conveyed, except upon prior approval of the
City, as provided herein.
(ii) If at any time during the Affordability Period,the Premises are no longer used
•
as an affordable rental property by the Owner,then the Owner will be required to re-
2
Page 453 of 1445 •
pay the Funds, in full, together with all interest thereon, and any and all other
amounts as may then be or become due pursuant to the SHIP Agreements.
— — - m The Funds;to ether with all interest thereon, and any and all other amounts
which may become due and payable to the City under the SHIP Agreements, shall
remain a lien superior in dignity to all other subsequent liens, titles, claims,
Agreements, and/or other encumbrances, until satisfied in the manner provided in
this Covenant, or in the SHIP Agreements.
4. IT IS SPECIFICALLY ACKNOWLEDGED BY THE PARTIES HERETO THAT THE
PREMISES ARE TO BE USED, OPERATED, AND MAINTAINED ONLY AS AN AFFORDABLE
HOUSING RESIDENTIAL RENTAL PROPERTY, AND FOR NO OTHER PURPOSE. USE OF
THE PREMISES FOR PURPOSES OTHER THAN AS AN AFFORDABLE HOUSING
RESIDENTIAL RENTAL PROPERTY SHALL BE DEEMED A DEFAULT UNDER SECTION 3
HEREOF.
5. The foregoing covenants and restrictions shall be considered and construed as
covenants and restrictions running with the land, and the same shall bind all persons claiming
ownership of all, or any portion of,the Premises.The Owner hereby acknowledges and agrees that
the City is intended to be the sole beneficiary of this Covenant, and nothing in this Covenant shall
confer upon any person or entity, other than the City, any rights or remedies under or by reason of
this Covenant.
6. The Owner shall not release or amend this Covenant without the prior written consent
of the City.
7. Invalidation of any of these covenants by a court of competent jurisdiction shall in no
way affect any of the other covenants, which shall remain in full force and effect.
8. This Covenant shall be recorded in the Public Records of Miami-Dade County,
Florida, at the cost of the Owner.
9. It is understood and agreed that, upon 48 hours prior notice, any official of the City
may have the right at any time during normal working hours of entering and investigating the use of
the Premises, to determine whether the conditions of this Covenant and the requirements set forth
herein, are being complied with.
10. An action to enforce the terms and conditions of this Covenant may be brought by the
City and may be by action at law or in equity against any party or person violating or attempting to
violate any provision of this Covenant, either to restrain violations or to recover damages. The
prevailing party in the action or suit shall be entitled to recover costs and reasonable attorneys'fees,
at all levels of trial and appeal. This enforcement provision shall be in addition to any other
remedies available under the law.
11. This Covenant is to be construed in all respects and enforced according to the laws
of the State of Florida. This Covenant shall be governed by,and construed in accordance with,the
laws of the State of Florida, both substantive and remedial,without regard to the principles of conflict
of laws. The exclusive venue for any litigation arising out of this Covenant shall be Miami-Dade
County, Florida, if in State court, on the U.S. District Court, Southern District of Florida, if in federal
court.
3
Page 454 of 1445
1NW ITNESSWHEREOF,the Owner has hereunto c usedthese-presents to.be-signedand,. -- ---
attested by the respective witnesses on this 'i b day of U - - , 2016.
WITNESSES: OWNER:
MBCDC/THE JEFFERSON, INC., a Florida not-for-
profit corporation, a/k/a MBDC/THE JEFFERSON
CORPORATION
` !�/& To_--;- vi_:c--,--— .,
Print Name:�� \AQ Csi-��'1
By:
Y\C 61\\c"...-4.._
Name. CsL- LY e Lb
Print Name- x ,,its \(al, a- Title: fon un A'e(u4k 4 DIrfC+or •
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing ttest 'ctive covenant as acknowledged beforem this � day of
U , 2016, by {` PCt4i� U'vv'i�, roar�i 6.r) as f resicievrt/''`vi v e"C �r - MBCDC/The
efferson, Inc.,a Florida not-for-profit corporation,a/k/a MBDC/The Jefferson Corporation,on behalf
of the corporation. -TFle/she is person_ I knomi me or has produced
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4
Page 455 of 1445
EXHIBIT "A"
LEGAL DESCRIPTION
The Premises shall be defined as the real property (the Land) located at 542 Jefferson Avenue,
Miami Beach, Florida, Miami-Dade County, Florida, and legally described as follows:
Lot 3, Block 84, of OCEAN BEACH, FLA ADDITION NO. 3, according to the Plat
thereof, as recorded in Plat Book 2, Page 81, of the Public Records of Miami-
Dade County, Florida
5
Page 456 of 1445
CFN:20160390382 BOOK 30140 PAGE 2106
DATE:07/06/2016 02:20:54 PM
MTG DOC 474.25
This Instrument Was Prepared By: INTANGIBLE 270.93
HARVEY RUVIN, CLERK OF COURT,MIA-DADE CTY
Record and Return to:
Gisela-Nanson Torres, Esq.
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
II
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage" executed this 30th
day of June 2016, by MBCDC/THE JEFFERSON, INC., a Florida not-for-
profit corporation, a/k/a MBDC/THE JEFFERSON CORPORATION, having its principal office
located at 945 Pennsylvania Avenue, Miami Beach, Florida (the "Mortgagor") and the CITY OF
MIAMI BEACH, a Florida municipal corporation (the "Mortgagee"), whose address is 1700
Convention Center Drive, Miami Beach, Florida 33139.
• WITNESSETH:
That for valuable consideration, and also in consideration of the aggregate sum of
money described in the SHIP Agreement for the FY 2014-2015 SHIP funds, in the amount of
$91,955.15; SHIP Agreement for the FY 2014-2015 SHIP funds, in the amount of $17,138; and
SHIP Agreement for the FY 2015-2016 SHIP funds, in the amount of $26,371 (collectively, the
"SHIP Agreements"), executed by Mortgagor in favor of Mortgagee, in the total original principal
amount of $135,464.15 (the "Funds" provided from the State Housing Initiatives Partnership
("SHIP") Program); including the corresponding Promissory Note (the "Note") and Declaration of
Restrictive Covenants (the "Declaration of Restrictive Covenants"), all executed by Mortgagor in
favor of Mortgagee relating to the SHIP Agreements, of even date herewith, the Mortgagor does
grant, bargain, sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee
simple a lien upon and security interest in that certain parcel of real property located in Miami-
Dade County, Florida, which is described in Exhibit "A" attached hereto and made a part
hereof. Hereinafter said real estate, buildings, improvements (including improvements to be
made hereafter), fixtures herein below described and located on said real estate are sometimes
. collectively referred to as the "Premises".
That the Warranty Deed, dated May 7, 1997, and recorded In O.R. Book 17663, Page
4674, of the Public Records of Miami-Dade County, Florida contained a scrivener's error in
Owner's name, in that, the deed depicts Owner's name as MBDC/The Jefferson Corporation,
instead of MBCDC/The Jefferson, Inc. and they are one and the same.
TO HAVE AND TO HOLD the Premises and all parts, rights, members and
appurtenances thereof, to the use, benefit and behalf of the Mortgagee, its successors and
assigns in fee simple forever, and the Mortgagor covenants that the Mortgagor is lawfully seized
and possessed of the Premises in fee simple and has'good right to convey the same, and that
the Mortgagor will warrant and defend the title thereto against the claims of all persons
whomsoever, except as hereinafter expressly provided.
Non-Order Search Pattg45700121445 Requested By:Joseph Singer , Printed: 9/19/2016 9:58 AM
Doc:30140-2106 REC ALL
•
This Instrument Was Prepared By:
Record and Return to:
_
Gisela Nanson-Torres;-Esq: --J
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage" executed this 30th
day of June , 2016, by MBCDC/THE JEFFERSON, INC., a Florida not-for-
profit corporation, a/k/a MBDC/THE JEFFERSON CORPORATION, having its principal office
located at 945 Pennsylvania Avenue, Miami Beach, Florida (the "Mortgagor") and the CITY OF
MIAMI BEACH, a Florida municipal corporation (the "Mortgagee"), whose address is 1700
Convention Center Drive, Miami Beach, Florida 33139.
WITNESSETH:
That for valuable consideration, and also in consideration of the aggregate sum of
money described in the SHIP Agreement for the FY 2014-2015 SHIP funds, in the amount of
$91,955.15; SHIP Agreement for the FY 2014-2015 SHIP funds, in the amount of $17,138; and
SHIP Agreement for the FY 2015-2016 SHIP funds, in the amount of$26,371 (collectively, the
"SHIP Agreements"), executed by Mortgagor in favor of Mortgagee, in the total original principal
amount of $135,464.15 (the "Funds" provided from the State Housing Initiatives Partnership
("SHIP") Program); including the corresponding Promissory Note (the "Note") and Declaration of
Restrictive Covenants (the "Declaration of Restrictive Covenants"), all executed by Mortgagor in
favor of Mortgagee relating to the SHIP Agreements, of even date herewith, the Mortgagor does
grant, bargain, sell, alien, remise, release, convey and confirm unto the Mortgagee, in fee
simple a lien upon and security interest in that certain parcel of real property located in Miami-
Dade County, Florida, which is described in Exhibit "A" attached hereto and made a part
hereof. Hereinafter said real estate, buildings, improvements (including improvements to be
made hereafter), fixtures herein below described and located on said real estate are sometimes
collectively referred to as the "Premises".
That the Warranty Deed, dated May 7, 1997, and recorded in O.R. Book 17663, Page
4674, of the Public Records of Miami-Dade County, Florida contained a scrivener's error in
Owner's name, in that, the deed depicts Owner's name as MBDC/The Jefferson Corporation,
instead of MBCDC/The Jefferson. Inc. and they are one and the same.
TO HAVE AND TO HOLD the Premises and all parts, rights, members and
appurtenances thereof, to the use, benefit and behalf of the Mortgagee, its successors and
assigns in fee simple forever, and the Mortgagor covenants that the Mortgagor is lawfully seized
and possessed of the Premises in fee simple and has good right to convey the same, and that
the Mortgagor will warrant and defend the title thereto against the claims of all persons
whomsoever, except as hereinafter expressly provided.
Page 458 of 1445
PROVIDED ALWAYS that if the Mortgagor shall pay unto the Mortgagee all sums
required under the terms of the Note, and shall comply with and abide by each.and_every one of • --•-
-. the-stipulations;-agreements; conditions and covenants contained in the SHIP Agreements, the
Declaration of Restrictive Covenants, and as further contained herein, then in such event this
Mortgage and the estate hereby created shall cease and be null and void.
The Mortgagor covenants with the Mortgagee as follows:
1. Payment of Indebtedness and Compliance with SHIP Agreements and Declaration of
Restrictive Covenants. The Mortgagor will pay the Note according to the terms thereof
and all other sums secured hereby promptly as the same shall become due.
Additionally, Mortgagor shall comply with all of the terms and conditions of the SHIP
Agreements and Declaration of Restrictive Covenants.
2. Taxes, Liens and Other Charges.
(a) In the event of the passage of any state, federal, municipal or other governmental
law, order, rule or regulation, subsequent to the date hereof, in any manner
changing or modifying the laws now in force governing the taxation of debts
secured by mortgages or the manner of collecting taxes so as to affect adversely
the Mortgagee, the Mortgagor will promptly pay any such tax; if the Mortgagor
fails to make such prompt payment or if any such state, federal, municipal or
other governmental law, order, rule or regulation prohibits the Mortgagor from
making such payment or would penalize the Mortgagee from making such
payment or would penalize the Mortgagee if the Mortgagor makes such payment,
then the entire balance of the principal sum secured by this Mortgage and all
interest accrued thereon shall, without notice, immediately become due and
payable at the option of the Mortgagee.
(b) The Mortgagor will pay, before the same become delinquent, all taxes, liens,
assessments and charges of every character already levied or assessed or that
may hereafter be levied or assessed upon or against the Premises and all utility
charges, whether public or private; and upon demand will furnish the Mortgagee
receipted bills evidencing such payment.
(c) The Mortgagor will not suffer any mechanic's, materialmen's, laborer's, statutory
or other lien which might or could be prior to or equal to the security interest and
mortgage liens of this Mortgage to be created or to remain outstanding upon any
part of the Premises.
3. Intentionally Deleted.
4. Insurance. The Mortgagor will keep all buildings and improvements now or hereafter on
the Premises insured against loss or damage by fire, extended coverage and other
perils, and agrees to deliver said policy or policies to the Mortgagee when issued with
the receipts for the payment of the premium therefore; and in the event any sum of
money becomes payable under such policy or policies, the Mortgagee shall permit the
Mortgagor to receive and,use it, or any part thereof, for repair or restoration of the
Premises, subject to terms reasonably acceptable to Mortgagee, without thereby waiving
Page 459 of 1445
or impairing any equity, lien. or right under or by virtue of this Mortgage; and the
Mortgagee if it deems necessary may place and pay for such insurance, or any part
thereof, without losing, waiving_or affecting Mortgagee's_option_to_foreclose-for breach of-- - -
this covenant;or-any part thereof, or any right or option under this Mortgage, and every
such payment shall bear interest from date thereof until paid at the Default Interest Rate
(as defined in the Note), and all such payments with interest as aforesaid shall be
secured by the lien hereof. In the event any loss or damage is suffered, Mortgagor shall
notify Mortgagee of such loss or damage within seven (7) days after the happening
thereof; the failure to give such notice shall constitute a default and the Mortgagee shall
have the rights herein given for all defaults.
5. Care of Premises.
(a) The Mortgagor will keep the improvements now or hereafter erected on
the Premises in good condition and repair, will not commit or suffer any
waste and will not do or suffer to be done anything which will increase the
risk of fire or other hazard to the Premises or any part thereof.
(b) The Mortgagor will not remove or demolish nor alter the design or
structural character of any building (now or hereafter erected), fixture or
chattel which are part of the security or other part of the Premises without
the prior written consent of the Mortgagee.
(c) If the Premises or any part thereof is damaged by fire or any other cause,
the Mortgagor will give written notice of the same to the Mortgagee.
(d) The Mortgagee or its representative is hereby authorized to enter upon
and inspect the Premises at any time during normal business hours.
(e) The Mortgagor will promptly comply with all present and future laws,
ordinances, rules and regulations of any governmental authority affecting
the Premises or any part thereof.
(f) If all or any part of the Premises shall be damaged by fire or other
casualty, the Mortgagor will, upon request of the Mortgagee, promptly
restore the Premises to the equivalent of its condition immediately prior to
such damage, and if a part of the Premises shall be damaged through
condemnation, the Mortgagor will, upon request of Mortgagee, promptly
restore, repair or alter the remaining part of the Premises in a manner
reasonably satisfactory to the Mortgagee.
6. Further Assurances; Modifications. At any time, and from time to time, upon the
reasonable request by the Mortgagee, the Mortgagor will make, execute and deliver or
cause to be made, executed and delivered, to the Mortgagee, any and all other further
instruments, certificates and other documents as may, in the opinion of the Mortgagee,
be necessary or desirable in order to effectuate, complete, or perfect or to continue and
preserve (i) the obligations of the Mortgagor under the SHIP Agreements, the Note, and
corresponding Declaration of Restrictive Covenants, (ii) the security interest of this
Mortgage, and (iii)the mortgage lien hereunder.
7. Expenses. The Mortgagor will pay or reimburse the Mortgagee for all reasonable
attorney's fees, costs and expenses, of any action, legal proceeding or dispute of any
Page 461)of 1445
•
kind in which the Mortgagee is victorious, affecting the indebtedness secured hereby,
this Mortgage or the interest created herein, or the Premises, including but not limited to
the foreclosure of this Mortgage, any condemnation action involving the Premises_or any
action to protecf tf e security hereof; and any such amounts paid by the Mortgagee shall
be secured by this Mortgage.
8. Estoppel Affidavits. The Mortgagor, upon ten (10) days prior written notice, shall furnish
the Mortgagee with a written statement, duly acknowledged, setting forth the unpaid
principal of, and interest on, the indebtedness secured hereby and whether or not any
off-sets or defenses exist against such principal and interest. The Mortgagee shall
provide a similar estoppel affidavit to Mortgagor, upon ten (10) days prior written notice
to Mortgagee.
9. Performance by Mortgagee of Defaults by Mortgagor. If the Mortgagor shall default in
the payment of any tax, lien, assessment or charge levied or assessed against the
Premises; in the payment of any utility charge, whether public or private; in the payment
of any insurance premium; in the procurement of insurance coverage and the delivery of
the insurance policies required hereunder; in the performance of any covenant, term or
condition of any leases affecting all or any part of the Premises; or in the performance or
observance of any covenant, condition or term of this Mortgage; then the Mortgagee, at
its option, may perform or observe the same, and all payments made or costs incurred
by the Mortgagee in connection therewith, shall be secured hereby and shall be, without
demand, immediately repaid by the Mortgagor to the Mortgagee. The Mortgagee is
hereby empowered to enter and to authorize others to enter upon the Premises or any
part thereof for the purpose of performing or observing any such defaulted covenant,
condition or term, without thereby becoming liable to the Mortgagor or any other person
in possession holding under the Mortgagor.
10. Condemnation. If all or any material part of the Premises shall be damaged or taken
through condemnation (which term when used in this Mortgage shall include any
damage or taking by any governmental authority, and any transfer by private sale in lieu
thereof), either temporarily or permanently, the entire indebtedness secured hereby shall
at the option of the Mortgagee, become immediately due and payable. The Mortgagee
shall be entitled to all compensation awards, and other payments or relief therefore and
is hereby authorized, at its option, to commence, appear in and prosecute, in its own or
the Mortgagor's name, any action or proceeding relating to any condemnation, and to
settle or compromise any claim in connection therewith. All such compensation, awards,
damages, claims, rights of action and proceeds and the right thereto are hereby
assigned by the Mortgagor to the Mortgagee, who, after deducting there from all its
expenses, including attorney's fees, may release any moneys so received by it to
Mortgagor without affecting the lien of this Mortgage or may apply the same to the
reduction of the sums secured hereby, and to any prepayment charge herein provided,
and any balance of such moneys then remaining shall be paid to the Mortgagor. The
Mortgagor agrees to execute such further assignments of any compensation, awards,
damages, claims, rights-of action and proceeds as the Mortgagee may reasonably
require. Notwithstanding the foregoing, Mortgagee shall allow any proceeds or other
sums payable from a condemnation proceeding to be applied for restoration of the
Premises, subject to such terms and conditions as are reasonably satisfactory to
Mortgagee.
11. Hazardous Waste Storage. The Mortgagor covenants with the Mortgagee that the
Premises have not been used and will not be used in whole or in part for the storage of
Page 4641 of 1445
hazardous waste other than in accordance with all applicable governmental
requirements.
II.
1. Default. A default shall have occurred hereunder if:
(a) The Mortgagor shall fail to pay in full within fifteen (15) days from when due any
installment of principal, interest, or late charges required by the Note, this
Mortgage or any other Loan Document (as defined in this Article, Section 1(b));
(b) The Mortgagor shall fail to duly observe on time any covenant, condition or
agreement of the Mortgage or of any other instrument evidencing, securing or
executed in connection with the indebtedness secured hereby, (herein this
Mortgage, the Note, the SHIP Agreements, the Declaration of Restrictive
Covenants, and said other instruments are sometimes collectively called the
"Loan Documents") and such failure remains uncured for a period of thirty (30)
days after notice thereof shall have been given by the Mortgagee to the
Mortgagor (or for an extended period as may be approved by Mortgagee,
through the City Manager, in his sole discretion, if such default stated in such
notice can be corrected, but not within such thirty (30) day period, and if the
Mortgagor commences such correction within such thirty (30) day period and
thereafter diligently pursues the same to completion within such extended
period); or
(c). Any warranties or representations made or agreed to be made in any of the Loan
Documents shall be breached by the Mortgagor or shall prove to be false or
misleading in any material respect; or
(d) Any lien for labor or material or otherwise shall be filed against the Premises, and
such lien is not canceled, removed, transferred, or bonded off within thirty (30)
days; or
(e) A levy shall be made under any process on, or a receiver be appointed for, the
Premises or any other property of the Mortgagor; or
(f) The Mortgagor shall file a voluntary petition in bankruptcy, or any other petition or
answer seeking or acquiescing in any reorganization, arrangement, composition,
readjustment, liquidation or similar relief for the Mortgagor under any present or
future federal, state or other statute, law or regulation relating to bankruptcy,
insolvency or other relief for debtor; or
(g) The Mortgagor shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of the Mortgagor or of all or any part of the
Premises or of any or all of the rents, revenues, issues, earnings, profits or
income thereof; or
(h) The Mortgagor shall make any general assignment for the benefit of creditors; or
(I) In any legal proceeding the Mortgagor shall be adjudged to be insolvent or
unable to pay the Mortgagor's debts as they become due; or
Page 462 of 1445
(j) The Mortgagor shall do, or shall omit to do, any act, or any event shall occur, as
a result of which any obligation of the Mortgagor, not arising hereunder, may be
- - - — -- declared immediately due and-payable by th-6 holder thereof; or
(k) An Event of Default occurs under the terms of the Loan Documents; or
(I) Cross-Default. A default by Mortgagor under any of the SHIP Agreements (as
defined herein) that occurs and continues beyond any applicable cure period,
shall automatically be deemed a default which continued beyond any
applicable cure period under all such SHIP Agreements.
2. Acceleration of Maturity. If a default shall have occurred hereunder, then the whole
unpaid principal sum of the Funds secured hereby with interest accrued thereon shall, at
the option of the Mortgagee, become due and payable without notice or demand, time
being of the essence of this Mortgage and of the Note secured hereby; and no omission
on the part of the Mortgagee to exercise such option when entitled so to do shall be
considered as a waiver of such right.
3. Right of Mortgagee to Enter and Take Possession.
(a) If any default shall have occurred and be continuing beyond any applicable grace
period,<the Mortgagor, upon demand of the Mortgagee, shall forthwith'surrender
to the Mortgagee the actual possession of the Premises and if, and to the extent
permitted by law, the Mortgagee may enter and take possession of the Premises.
and may exclude the Mortgagor and the Mortgagor's agents and employees
wholly therefrom.
(b) For the purpose of carrying out the provisions of this paragraph, the Mortgagor
hereby constitutes and appoints the Mortgagee the true and lawful attorney in
fact of the Mortgagor to do and perform, from time to time, any and all actions
necessary and incidental to such purpose and does, by these presents, ratify and
confirm any and all actions of said attorney in fact in the Premises.
(c) Whenever all such defaults have been cured and satisfied, the Mortgagee.shall
surrender possession of the Premises to the Mortgagor, provided that the right of
the Mortgagee to take possession, from time to time, pursuant to this
subparagraph shall exist if any subsequent default shall occur and be continuing.
4. Appointment of a Receiver and Foreclosure. .
(a) If a default shall have occurred hereunder, then the whole indebtedness secured
by this Mortgage, with all interest thereon, and all other amounts hereby secured
shall, at the option of Mortgagee, become immediately due and payable, and
may forthwith or at any time thereafter be collected by suit at law, foreclosure of
or other proceeding upon this Mortgage or by any other proper, legal or equitable
procedure without declaration of such option and without notice.
(b) Upon, or at any time after, the filing of a complaint to foreclose this Mortgage, the
court in which such complaint is filed may appoint a receiver of the Premises.
Such appointment may be made either before or after sale, without notice,
without regard to the solvency or insolvency of Mortgagor at the time of
Page 466 of 1445
application for such receiver and without regard to the then value of the
Premises. Such receiver shall have power to collect the rents, issues and profits
of the Premises during the pendency of such foreclosure_suit, and in. case_of-a
- sale-and a-deficiency, duping"the full statutory period of redemption, if any,
whether there be redemption or not, as well as during any further times when
Mortgagor except for the intervention of such receiver, would be entitled to collect
such rents, issues and profits, and all other powers which may be necessary or
are usual in such cases for the protection, possession, control, management and
operation of the Premises during the whole of said period.
(c) Mortgagor shall deliver to Mortgagee at any time on its request, upon 48 hours
prior notice, all agreements for deed, contracts, leases, abstracts, title insurance
policies, muniment of title, surveys and other papers relating to the Premises,
and in case of foreclosure thereof and failure to redeem, the same shall be
delivered to and become the property of the person obtaining a deed to the
Premises by reason of such foreclosure.
5. Discontinuance of Proceedings and Restoration of the Parties. In case the Mortgagee
shall have proceeded to enforce any right or remedy under this Mortgage by receiver,
entry or otherwise, and such proceedings shall have been discontinued or abandoned
for any reason or shall have been determined adverse to the Mortgagee, then and in
every such case the Mortgagor and the Mortgagee shall be restored to their former
positions and rights hereunder, and all rights, powers and remedies of the Mortgagee
shall continue as if no such proceeding had been taken.
6. Remedies Cumulative. No right, power or remedy conferred upon or reserved by the
Mortgagee by this Mortgage is intended to be exclusive of any other right, power or
remedy, but each and every such right, power and remedy shall be cumulative and
concurrent and shall be in addition to any other right, power and remedy given
hereunder or now or hereafter existing at law or in equity or by statute.
III.
1. Successors and Assigns Included in Parties. Whenever in this Mortgage one of the
parties hereto is named or referred to, the heirs, legal representatives, successors and
assigns of such parties shall be included and all covenants and agreements contained in
this indenture by or on behalf of the Mortgagor and by or on behalf of the Mortgagee
shall bind and inure to the benefit of their respective heirs, legal representatives,
successors and assigns, whether so expressed or not. Provided, however, that the
Mortgagor shall have no right to assign its obligations hereunder without the prior written
consent of the Mortgagee, which consent shall not be unduly withheld, conditioned or
delayed.
2. Headings. The headings of the sections, paragraphs and subdivisions of this Mortgage .
are for the convenience of reference only, are not to be considered a part hereof and
shall not limit or otherwise affect any of the terms hereof.
3. Invalid Provisions to Affect No Others. If fulfillment of any provision hereof or any
transaction related hereto or to the Note, at the time performance of such provisions
shall be due, shall involve transcending the limit of validity prescribed by law, then ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if any
Page 464 of 1445
•
clause or provision herein contained operates or would prospectively operate to
invalidate this Mortgage in whole or in part, then such clause or provision only shall be
held for naught, as though not herein contained, and the remainder_of this.Mortgage. _
shall remain operative and in full force and effect. Notwithstanding any provision
contained herein, the total liability of Mortgagor for payment of interest, including service
charges, penalties or any other fees pursuant to this Agreement, shall not exceed the
maximum amount of such interest permitted by applicable law to be charged, and if any
payments by Mortgagor include interest in excess of the maximum allowable amount
then said excess shall be applied to the reduction of the unpaid Funds due pursuant
hereto.
4. Number and Gender. Whenever the singular or plural number, masculine or feminine or
neuter gender is used herein, it shall equally include the other.
5. Future Advances. (Any loan of money from Mortgagee to Mortgagor made from the date
hereof). The total amount of the loan from Mortgagee to Mortgagor may decrease or
increase from time to time, but the total unpaid aggregate balance secured by this
Mortgage at any one time shall not exceed $135,464.15, plus interest thereon and any
disbursements made for the payment of taxes, levies, insurance or other liens on the
Premises, with interest on such disbursements.
IV.
1. Notice. Any notice or other communication required or permitted to be given hereunder
shall be sufficient if in writing and delivered in person or sent by United States Certified
Mail, postage prepaid, to the parties being given such notice at the following addresses:
MORTGAGOR: MBCDC/The Jefferson, Inc.
945 Pennsylvania Avenue
Miami Beach, FL 33139
Attention: Executive Director
With a copy to: Legal Services of Greater Miami, Inc.
Attention: Shahrzad Emami
3000 Biscayne Boulevard, Suite 500
Miami, Florida 33137
MORTGAGEE: CITY OF MIAMI BEACH
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
With a copy to: CITY OF MIAMI BEACH
Office of Housing & Community Services
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Director
Page 4 . of 1445
Any party may change said address by giving the other parties hereto notice of such
change of address. Notice given as hereinabove provided shall be deemed given on the
_ date of its deposit in the United States Mail and,_unless sooner received, shall be
deemed received by the party to whom it is addressed on the third calendar day
following the date on which said notice is deposited in the mail, or if an courier system is
used, on the date of delivery of the notice.
V.
1. Assignment of Rents and Leases. If Mortgagor defaults under this Agreement, as of the
time of default, Mortgagor shall transfer, assign and set over unto Mortgagee all leases,
if any, entered into by Mortgagor with respect to all or any part of the Premises, and all
renewals, extensions, subleases or assignments thereof, and all other written or oral
occupancy agreements, by concession, license or otherwise, together with all of the
rents, income, receipts, revenues, issues and profits arising there from. Mortgagee shall
have, in addition to all other rights and remedies hereunder, those rights of a mortgagee
under Florida Statutes Section 697.07, as now or hereafter in effect.
2. Security Agreement. This instrument also creates a security interest in any and all
equipment and furnishings as are considered or determined to be personal property or
fixtures, together with all replacements, substitutions, additions, products and proceeds
thereof, in favor of the Mortgagee under the Florida Uniform Commercial Code to secure
payment of principal, interest and other amounts due Mortgagee now or hereafter
secured hereby, and Mortgagee shall also have all the rights and remedies of a secured
party under the Florida Uniform Commercial Code, and without limitation upon or in
derogation of the rights:and remedies created and accorded to the Mortgagee by this
Mortgage pursuant to the common law or any other laws of the State of Florida or any
other jurisdiction, it being understood that the rights and remedies of Mortgagee under
the Florida Uniform Commercial Code shall be cumulative and in addition to all other
rights and remedies of Mortgagee arising under the common law or any other laws of the
State of Florida or any other jurisdiction.
3. Choice of Law. This Mortgage is to be construed in all respects and enforced according
to the laws of the State of Florida.
4. Binding Effect. This Mortgage shall be binding upon and inure to the benefit of the
Mortgagor and Mortgagee hereto, and their respective heirs, successors and assigns.
[Signatures appear on following pages]
Page 4E56 of 1445
•
IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed on the
date first above written.
WITNESSES: MORTGAGOR:
MBCDC/The Jefferson, Inc., a Florida not-for-profit
corporation a/k/a MBDC/The Jefferson Corporation
Print Name: Dkv- auAxt-K--k
By:eKLAST
Name: LwLlncra r2,r
Print Name: c\di f��ie MCLAIa Title: Tr-iAi L-rv\-•/eke(oily-Pt/ Div-C k✓--
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing Mortgage yeas acknowledged befor me_ this 5d day of
\)Y`Q ' , 2016, by f0-€\�'-t( wool* ( rirc. 6, f Yes1 o,v11-/-efetIA;�2 S)t►-eC y
o MBCDC/The Jefferson, Inc., a Florida not-for-profit corporation, a/k/a MBDCfThe Jefferson
Corporation, on behalf of the corporation. .._---He/she is personally known to me or has
produced as identification. -_
Notary Public State of Florida
Mango Fonseca
t My Commle9ion FF 154985
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
L(32 j.1±
City Attorney Date
Page 46&of 1445
EXHIBIT "A"
LEGAL DESCRIPTION
Lot 3, Block 84, of OCEAN BEACH, FLA ADDITION NO. 3, according to
the Plat thereof, as recorded in Plat Book 2, Page 81, of the Public
Records of Miami-Dade County, Florida
Page 468 of 1445
PROMISSORY NOTE
($135,464.15) .Tune 30
- -- .-2016
Miami Beach, Florida
FOR VALUE RECEIVED the undersigned, MIAMI BEACH COMMUNITY
DEVELOPMENT CORPORATION, a Florida not-for-profit corporation (hereinafter referred to as
"MBCDC") and MBCDC/THE JEFFERSON, INC., a Florida not-for-profit corporation, a/k/a
MBDC/THE JEFFERSON CORPORATION (hereinafter referred to as "the Jefferson"), each
having its principal office at 945 Pennsylvania Avenue, Miami Beach, Florida (MBCDC and The
Jefferson shall be collectively referred to herein as the "Maker"); promise to pay to the order of
the CITY OF MIAMI BEACH, a Florida municipal corporation, together with any other holder of
this Promissory Note (the "Holder"), at 1700 Convention Center Drive, Miami Beach, Florida
33139, Attention: City Manager, or such other place as Holder may from time to time designate
in writing, the principal sum of One Hundred Thirty-Five Thousand Four Hundred Sixty-Four
Dollars and 15/100 ($135,464.15) (the "Principal Amount"), to be paid in lawful money of the
United States of America in accordance with the terms of this Promissory Note (the "Note").
This Note is secured by a Mortgage and Security Agreement (the "Mortgage") of even
date herewith from The Jefferson, in favor of Holder, encumbering certain real property located
in Miami-Dade County, Florida, consisting of a 27 unit residential apartment building located at
542 Jefferson Avenue (the "Property"). The foregoing Mortgage and Note and all other
agreements, instruments and documents delivered in connection with the Mortgage and Note,
including the SHIP Agreements (SHIP Agreement for FY 2014-2015 SHIP funds, in the amount
of $91,955.15; SHIP Agreement for FY 2014-2015 SHIP funds, in the amount of $17,138; and
SHIP Agreement for FY 2015-2016 SHIP funds, in the amount of $26,371) and the Declaration
of Restrictive Covenants, all of even date, are collectively referred to herein as the "Loan
Documents."
The Jefferson is a wholly-owned subsidiary of MBCDC. The Jefferson and MBCDC
have requested the SHIP funds, as memorialized in the Ship Agreements, and are jointly and
severally liable for the Principal Amount under this Note.
This Note shall mature upon expiration of the Affordability Period (as said term is defined
in the SHIP Agreements). So long as Maker is not in default of any of the Loan Documents, no
principal payments shall be due during the "Affordability Period" and no interest shall accrue
during the Affordability Period.
Notwithstanding anything to the contrary herein, Holder shall have the right to declare
the total unpaid balance hereof to be immediately due and payable, together with interest at the
Default Interest Rate, under the following circumstances: 1. upon the sale or transfer of the
Property by the Maker during the Affordability Period; 2. upon the failure of Maker to comply
with the Loan Documents, including, without limitation, the restrictive covenants incorporated in
the SHIP Agreements and the Declaration of Restrictive Covenants; or 3. upon the occurrence
of an event of default pursuant to any one of the Loan Documents now or hereafter evidencing,
securing or guaranteeing payment of the indebtedness evidenced by this Note. Exercise of this
right shall be without notice to Maker or to any other person liable for payment of this Note, as
notice of such exercise is expressly waived.
Flagg46 5
Any payments made hereunder shall be applied first to unpaid costs of collection,
servicing fees, and late charges, if any, then to accrued, deferred and unpaid interest and the
balance, if any, to the principal balance.
This Note has been executed and delivered in, and is to be governed by and construed
under the laws of, the State of Florida, as amended, except as modified by the laws and
regulations of the United States of America.
The "Default Interest Rate" shall be eighteen percent (18%) per annum or the maximum
interest rate allowed by law, whichever is less.
Any payment under this Note not paid when due (at maturity, upon acceleration or
otherwise) shall bear interest at the Default Interest Rate from the date the Principal Amount, or
portion thereof, is due until repaid to Holder.
Time is of the essence. In the event that this Note is collected by law or through
attorneys at law, or under their advice therefrom, Maker agrees, to pay all costs of collection,
including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in
connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise.
Acceptance of partial payments or payments marked "payment in full" or "in satisfaction"
or words to similar effect shall not affect the duty of Maker to pay all obligations due under this
Note, and shall not affect the right of Holder to pursue all remedies available to it under the Loan
Documents.
The remedies of Holder shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of Holder, and may be exercised as
often as occasion therefore shall arise. No action or omission of Holder, including specifically
any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a
waiver or release of the same, such waiver or release to be effected only to the extent
specifically recited in a written document executed by Holder. A waiver or release with
reference to any one event shall not be construed as continuing or as constituting a cause of
dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent
remedy as to a subsequent event.
Any notice to be given or to be served upon the Maker or the Holder in connection with
this Note, whether required or otherwise, may be given in any manner permitted under the Loan
Documents.
The term"other person liable for payment hereof" shall include any endorser, guarantor,
surety or other person now or hereafter primarily or secondarily liable for the payment of this
Note, whether by signing this or another instrument.
Whenever the context so requires, the neuter gender includes the feminine and/or
masculine, as the case may be, and the singular number includes the plural, and the plural
number includes the singular.
Maker and any other person liable for the payment hereof respectively, hereby (a)
expressly waive any valuation and appraisal, presentment, demand for payment, notice of
dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and
diligence in collection; and (b) consent that Holder may, from time to time and without notice to
FReg47 014145
•
any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii)
release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii)
release Maker_ (or any co-maker) or any other_person__ liable_for payment hereof, without in any
wa modif in altering, releasing, affectingor limitingtheir respective liabilityor the lien of any
Y 9, 9� 9, p
security instrument.
BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS,
SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY
ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER,
CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION
HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR
EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO
A BORROWER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER
SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S
BEHALF.
Maker acknowledges that the above paragraph has been expressly bargained for by
Holder as part of the transaction with Maker and that, but for Maker's agreement to such
paragraph, Holder would not have loaned the Principal Amount to the Maker pursuant to the
terms of this Note.
THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS BEEN PAID ON THIS
NOTE AND EVIDENCE OF SUCH PAYMENT APPEARS ON THE MORTGAGE SECURING
THIS NOTE.
IN WITNESS WHEREOF,Maker has executed this Note on the day and year first above
written.
MAKER:
MBCDC/THE JEFFERSON, INC., a Florida
not-for-profit corporation
Y\<Q) Imo...
•
Print Name/title
P �@ff1445
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing Promissory Npte, was. acknowledged before me.,this IL' day of
v'� , 2016, by i2 i I u.:, Y) (...(..(.. F:... c,,,..�.as ;-`Y--`'.1 c.•1 1-- ��t; 1t ;
of MBCDC/The Jefferson, Inc., a Florida not-for-profit corporation on behalf of the corporation.
He/she is personally known__t_o _me --or has produced as
identification.--
, � ;/
1 ` ` Lc � 't ;�_... _ .
Name: ,:: ; c.. -,() ._.k • 1:1)r11-QC,,
• Notary Public, State of Florida at Large
My commission expires: = I - I L1 ?.ul,:
-'�I' 7V6i.2tP•:JOIKi.71 i F a
,�qq (i. A F
ga 0,. ..�a =iorida
`� %wo n.. '=154985
I MIAMI BEACH COMMUNITY
S' "W 41./,.-w DEVELOPMENT CORPORATION, INC.
` a Florida not-for-profit corporation
.. Y-,hl1. •
�� �t~ Bang+_...oi1 ••,to of Flodda ,
My Comntiss r. 4985 / I''i"li' �/
'I.„,M1d' Expirs 09/1 b:. /f -
tir,,,�Y• iCornel Crws, Chairman
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
. 7
The foregoing Promissory Note was acknowledged before me this •-i-, day of
t.;1;1.... 2016, by 'r. 1:U-11 `..b-''•-` . , as !.:1• t(.1.01 t, t. lr•. . .
of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation,
on behalf of the corporation. He/she is personally known to me or has produced
as identification: ---- ----------..____-y. J."
fie'` Notary Public State of Flodda Name: /',)1 u.V 1 c1 f,` I •ti--t S1t'(C.: •
Bianga Fonseca Notary Public, State of Floridaat Large
" o� My Commission FF 154985 op Or Er<oiras09/19/2018 My commission expires: '= i I Lc 1,r''
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
L (361 ( v
Firagge4 of$45 City Att rney r;blj Date
DRAFT
This instrument prepared by:
Shahrzad Emami, Esq.
Nelson Mullins Riley& Scarborough LLP
-" -1905 NW Corporate Blvd.
Boca Raton, FL 33431
Return to:
Gisela Torres, Senior Assistant City Attorney
City of Miami Beach
Office of the City Attorney, 4th Floor
1700 Convention Center Drive
Miami Beach, Florida 33139
(Space reserved for Clerk of Court)
ASSIGNMENT, ASSUMPTION AND AMENDMENT
OF DECLARATION OF RESTRICTIVE COVENANTS, PROMISSORY NOTE
AND OTHER LOAN DOCUMENTS
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF DECLARATION OF
RESTRICTIVE COVENANTS, PROMISSORY NOTE AND OTHER LOAN DOCUMENTS (this
"Assignment") dated as of this day of , 2024, is made and executed by
MBCDC/THE JEFFERSON, INC., f/k/a MBDC/THE JEFFERSON CORPORATION, a Florida
not-for-profit corporation ("Assignor"), whose address is 935 Pennsylvania Ave, Unit 102, Miami
Beach, Florida 33139, MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION, INC.
("MBCDC"), whose address is 935 Pennsylvania Ave, Unit 102, Miami Beach, Florida 33139,
MIAMI-DADE COUNTY, a political subdivision of the State of Florida ("Assignee"), whose
address is 111 N.W. First Street, Miami, Florida 33128, and CITY OF MIAMI BEACH, a Florida
municipal corporation ("Lender'),whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139.
RECITALS
WHEREAS, pursuant to the terms of that certain Promissory Note executed by Assignor
and MBCDC in favor of Lender dated on or about June 30, 2016(the"Note"), Lender made a loan
to Assignor in the original principal amount of ONE HUNDRED THIRTY-FIVE THOUSAND FOUR
HUNDRED SIXTY-FOUR AND 15/100 DOLLARS ($135,464.15) ("Principal Amount"), funded
through the State Housing Initiatives Partnership ("SHIP") Program.
WHEREAS, in connection with the loan„Assignor and/or MBCDC executed the following
loan documents: (1) SHIP Agreements executed by Assignor and MBCDC relating to: (i) FY
2014-2015 SHIP funds, in the amount of$91,955.15; (ii)FY 2014-2015 SHIP funds, in the amount
of $17,138.00; and (iii) FY 2015-2016 SHIP funds, in the amount of$26,371.00 (collectively, as
may be amended, the"SHIP Agreements"); (2) a Mortgage and Security Agreement executed by
Assignor, dated June 30, 2016, and recorded on July 6, 2016, in OR Book 30140, at Page 2106,
of the Public Records of Miami-Dade County, Florida (the "Mortgage"); and (3) a Declaration of
Restrictive Covenants executed by Assignor, dated June 30, 2016, recorded on July 6, 2016, in
OR Book 30140, at Page 2101, of the Public Records of Miami-Dade County, Florida (the
1
Page 473 of 1445
DRAFT
"Covenant") (collectively, the SHIP Agreements, Mortgage, and Covenant shall be referred to
collectively herein, and as also defined in the Mortgage, as"other Loan Documents".)
WHEREAS,Assignof desires to assign to Assignee;and Assignee desires to assume rom- -
Assignor, all of Assignor's right, title and interest and obligations in the Note and all other loan
documents.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by Assignor, Assignee and Lender, the parties hereto hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated
herein by this reference.
2. Assignment and Assumption. Assignor hereby assigns to Assignee, and Assignee
hereby assumes from Assignor, all of Assignor's right, title and interest and obligations in and to
the Note and other Loan Documents. Assignor hereby delegates to Assignee all of Assignor's
obligations under the Note and other Loan Documents arising or accruing on or after the date
hereof, and Assignee hereby assumes all such obligations arising or accruing on and after the
date hereof.
3. Amendments to the Note and other Loan Documents. Notwithstanding any
provision in the Note to the contrary, the Note is hereby modified as follows:
(a) Borrower/Maker. The parties, Miami Beach Community Development
Corporation, Inc. ("MBCDC") and MBCDC/The Jefferson, Inc. f/k/a MBDC/The Jefferson
Corporation ("the Jefferson",) and collectively referred to as the "Maker" in the Note, are
hereby replaced with "MIAMI-DADE COUNTY, a political subdivision of the State of
Florida." The defined term "the Maker" in the Note shall mean "MIAMI-DADE COUNTY,
a political subdivision of the State of Florida."
(b) Address of Borrower.The address of the Maker in the preamble of the Note
shall be revised to say with "111 N.W. First Street, Miami, Florida 33128."
(c) The Mortgage. In the second paragraph of the Note,the parenthetical"(the
"Mortgage")" shall be revised to say"(as any time assigned, the "Mortgage")."
(d) Deletion of Third Paragraph. The third paragraph of the Note shall be
deleted in its entirety.
4. Full Force and Effect. The Note and other Loan Documents, as modified by this
Assignment, are hereby ratified and confirmed by the parties hereto and shall remain in full force
and effect.
4. Binding Effect. This Assignment shall be binding upon and inure to the benefit
of the parties hereto and their successors and permitted assigns.
5. Counterparts. This Assignment may be executed by the parties on separate
counterparts or separate signature pages, all of which, taken together, shall constitute one and
the same instrument.
2
Page 474 of 1445
DRAFT
6. Further Assurances. Assignor, Assignee, and Lender each hereby agree to
execute any further documents, and to take any further actions reasonably requested by any other
party to effectuate the agreements between the parties reflected herein.
7. Release of Assignor. In consideration of the benefits provided herein, and
intending to be legally bound,from and after the date hereof,Assignee and Lender hereby release
Assignor from any obligations, arising under the Note and other Loan Documents, and Lender
shall look solely to Assignee for the performance of all obligations thereunder from and after the
date hereof.
[Signatures on following page]
•
Page 475 of 1445
DRAFT
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed on the
date first set forth above.
ATTEST: ASSIGNOR:
MBCDC(THE JEFFERSON;INC:,a -
By: Florida not-for-profit corporation
Name:
Address:
By:.
Name:
Title:
By:
Name:
Address:
STATE OF FLORIDA
):ss
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of [___] physical
presence or U online notarization, this _ day of , 202[ 1 by
,as of MBCDC/THE JEFFERSON,INC.,a Florida
not-for-profit corporation, who [ 1 is personally known to me or [ 1 produced
as identification.
Name:
Notary Public,
State of
My Commission Expires:
•
•
Page 476 of 1445
DRAFT
ATTEST: ASSIGNOR:
MIAMI BEACH COMMUNITY
DEVELOPMENT CORPORATION,
INC., a Florida not-for-profit
corporation
By:
Name: By:
Address: Name:_
Title:
By:
Name:
Address:
STATE OF FLORIDA )
):ss
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, by means of [ 1 physical
presence or F 1 online notarization, this _ day of , 202[ 1 by
, as of Miami Beach Community Development
Corporation, Inc., a Florida not-for-profit corporation, who [ 1 is personally known to me or f 1
produced as identification.
Name:
Notary Public,
State of
My'Commission Expires:
5
Page 477 of 1445
DRAFT
IN WITNESS WHEREOF, Assignee has caused this Assignment to be executed on the
date first set forth above. -
•
ATTEST: ASSIGNEE:
By: MIAMI-DADE COUNTY, a political
subdivision of the State of Florida
Name:
Address:
By:
Name:
Title:
By:
Name:
Address:
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 , 202[ ] by
, as of Miami-Dade County, a
political subdivision of the State of Florida, who [ ] is personally known to me or F 1 produced
as identification.
Name:
Notary Public, State of
My Commission Expires:
6
Page 478 of 1445
DRAFT
IN WITNESS WHEREOF, Lender has caused this Assignment to be executed on the date
first set forth above.
•
ATTEST: LENDER:
By: CITY OF MIAMI BEACH, a Florida
Name: Rafael E. Granado, City Clerk municipal corporation
Address:1700 Convention Center Drive
Miami Beach, Florida 33139
By:
Name: Alina T. Hudak
Title: City Manager
By:
Name:
Address:1700 Convention Center Drive
Miami Beach, Florida 33139
STATE OF FLORIDA )
):ss
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, by means of [ 1 physical
presence or [ 1 online notarization, this day of , 202[ 1 by Alina T.
Hudak, as City Manager of the City of Miami Beach, a Florida municipal corporation, who [ 1 is
personally known to me or[ 1 produced as identification.
Name:
Notary Public, State of
My Commission Expires:
7
Page 479 of 1445
DRAFT
This instrument prepared by:
Shahrzad Emami,Esq.
Nelson Mullins Riley&Scarborough LLP
1905 NW Corporate Blvd.
Boca_Raton,.FL_33431__ _ __
Return to:
Gisela Torres,Senior Assistant City Attorney
City of Miami Beach
Office of the City Attorney,4th Floor
1700 Convention Center Drive
Miami Beach, Florida 33139
(Space reserved for Clerk of Court)
DOCUMENTARY STAMP TAX AND INTANGIBLE TAX WERE PREVIOUSLY PAID ON THE
ORIGINAL LOAN AMOUNT OF ONE HUNDRED THIRTY-FIVE THOUSAND FOUR HUNDRED
SIXTY-FOUR AND 15/100 DOLLARS ($135,464.15) WITH THE RECORDATION OF THE
MORTGAGE AND SECURITY AGREEMENT, RECORDED IN OFFICIAL RECORDS BOOK
30140,at PAGE 2106,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,FLORIDA.]
MORTGAGE ASSUMPTION AGREEMENT
THIS MORTGAGE ASSUMPTION AGREEMENT(this"Agreement")is entered into and
is made effective as of this day of ,2024 by and among the CITY
OF MIAMI BEACH,a Florida municipal corporation,as mortgagee("Mortgagee"),whose address
is 1700 Convention Center Drive,Miami Beach, Florida 33139,and MBCDC/THE JEFFERSON,
INC. f/k/a MBDC/THE JEFFERSON CORPORATION, a Florida not-for-profit corporation, as
original mortgagor ("Original Mortgagor"), whose address is 935 Pennsylvania Ave, Unit 102,
Miami Beach, Florida 33139, and MIAMI-DADE COUNTY, a political subdivision of the State of
Florida, as new mortgagor("New Mortgagor"), whose address is 111 N.W. First Street, Miami,
Florida 33128.
RECITALS
A. Original Mortgagor was the owner in fee simple of that certain real property
situated, lying and being in Miami-Dade County, Florida, as more particularly described on
Exhibit A(the"Property").
B. On or about June 30, 2016, Original Mortgagor and Miami Beach Community
Development Corporation,Inc.("MBCDC")executed a promissory note in favor of the Mortgagee
(the"Note")to evidence a loan in the original principal amount of ONE HUNDRED THIRTY-FIVE
THOUSAND FOUR HUNDRED SIXTY-FOUR AND 15/100 DOLLARS($135,464.15).
C. The Note is secured by a Mortgage and Security Agreement,dated June 30,2016,
made by Original Mortgagor in favor of the Mortgagee and recorded on July 6, 2016, in Official
Records Book 30140, at Page 2106 of the Public Records of Miami-Dade County, Florida (the
"Mortgage"),which Mortgage encumbers the Property.
D. In addition to the Note and Mortgage,Original Mortgagor and/or MBCDC executed
the following loan documents in connection with the loan: (1) SHIP Agreements executed by
Original Mortgagor and MBCDC relating to: (i) FY 2014-2015 SHIP funds, in the amount of
$91,955.15; (ii)FY 2014-2015 SHIP funds, in the amount of$17,138.00;and(iii)FY 2015-2016
SHIP funds, in the amount of $26,371.00 (collectively, as may be amended, the "SHIP
Agreements"); and (2)a Declaration of Restrictive Covenants executed by Original Mortgagor,
dated June 30, 2016, recorded on July 6,2016, in OR Book 30140,at Page 2101,of the Public
Records of Miami-Dade County, Florida (the "Covenant") (collectively, the SHIP Agreements,
Note,and Covenant shall be referred to collectively herein,and as also defined in the Mortgage,
as"other Loan Documents").
E. Original Mortgagor has requested and Mortgagee has agreed to permit the
conveyance of the Property to New Mortgagor, pursuant to a warranty deed executed and
delivered contemporaneously herewith from Original Mortgagor to New Mortgagor(the"Deed"),
and the assumption of the Mortgage by New Mortgagor,in each case,subject to the assumption
by New Mortgagor of the outstanding indebtedness evidenced by the Note and secured by the
Mortgage.
1
Page 480 of 1445
DRAFT
NOW,THEREFORE,for and in consideration of the premises,the sum of TEN DOLLARS
($10.00)and other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged by the parties,the parties do hereby covenant and agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated
herein by this reference.
2. Outstanding Indebtedness. The current outstanding principal balance under the
Note and secured by the Mortgage is ONE HUNDRED THIRTY-FIVE THOUSAND FOUR
HUNDRED SIXTY-FOUR AND 15/100 DOLLARS ($135,464.15) (the "Funds" or"Outstanding
Indebtedness").
3. Warranty of Title. New Mortgagor represents, warrants and covenants to
Mortgagee that New Mortgagor is the fee simple owner of the Property. The recording of the
Deed in the public records of Miami-Dade County, Florida is a condition precedent to the
effectiveness of this Agreement.
4. Assumption of the Note and Mortgage. Original Mortgagor has, simultaneously
herewith,executed an Assignment,Assumption and Amendment of Promissory Note and Other
Loan Documents in the principal amount of the Outstanding Indebtedness, evidencing the
assumption of the Outstanding Indebtedness under the Note, which shall be repayable in
accordance with the Note and the Assumption of Promissory Note. The Mortgage and other Loan
Documents shall continue to secure the Outstanding Indebtedness under the Note. The
Mortgage shall continue to be a valid first lien upon the Property.The consent of Mortgagee to
the conveyance of the Property to New Mortgagor and the assumption of the Mortgage by New
Mortgagor pursuant to this Agreement shall not be deemed a consent to any future conveyance
or transfer of the Property. Upon recordation of the deed conveying the Property from Original
Mortgagor to New Mortgagor and the recording of this Agreement, Original Mortgagor shall be
released from any further obligations under the Note,Mortgage and the other Loan Documents.
5. Intentionally Omitted.
6. No Claims. Offsets or Defenses. Original Mortgagor and New Mortgagor each
hereby covenants and agrees that it is indebted to Mortgagee in the amount of the Outstanding
Indebtedness and that it has no claims, offsets or defenses against Mortgagee or any of
Mortgagee's predecessors in ownership of the Note and/or the Mortgage. Original Mortgagor
and New Mortgagor each hereby represents and warrants that it has no claim for reimbursement
of any sums heretofore paid to Mortgagee,whether by way of interest payments,or for any other
matter whatsoever, including, but not limited to attorneys'fees and costs of litigation, in any way
arising from or growing out of the Note,the Mortgage or any litigation. Original Mortgagor and
New Mortgagor each hereby waives and relinquishes any such claims, offsets or defenses
whatsoever which it may now have and Original Mortgagor and New Mortgagor each hereby
releases and relieves the Mortgagee from any claims of,liabilities or obligations whatsoever in any
way arising from or growing out of the Note,the Mortgage and the other Loan Documents and/or
any actions of Original Mortgagor and/or Mortgagee, through the date of execution of this
Agreement.
7. No Novation. The parties hereto agree that this Agreement is not intended to
substitute or extinguish the valid, existing obligation, nor is this Agreement intended to effect a
novation of such valid,existing obligation.
8. Headings. The headings of the paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way modify, interpret or
construe the meaning of the parties hereto.
9. Binding Effect. This Agreement shall bind the successors and assigns of the
parties hereto; it constitutes the entire understanding of the parties, and it may not be modified
except in writing.
10. Execution by Original Mortgagor_ Original Mortgagor executes this Mortgage
Assumption Agreement to acknowledge New Mortgagor's assumption of the Loan as a New
Mortgagor and the release of Original Mortgagor as provided in this Agreement.
11. Governing Law. This Agreement shall be governed by, and construed in
2
Page 481 of 1445
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accordance with, the laws of the State of Florida, without regard to the principles of conflict of
laws.
[Signatures on following page]
3
Page 482 of 1445
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IN WITNESS WHEREOF, Mortgagee has duly executed this Agreement as of the.date
first above written.
ATTEST: MORTGAGEE:
By: CITY OF MIAMI BEACH,a
Name:Rafael E.Granado,City Clerk Florida municipal corporation
Address:1700 Convention Center Drive
Miami Beach,Florida 33139
By:
• Name:Alina T.
Hudak
Title:City Manager
By:
Name:
Address:1700 Convention Center Drive
Miami Beach,Florida 33139
STATE OF FLORIDA
):ss
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me,by means of[ ]physical
presence or L_]online notarization,this day of ,202[ ]by Alina
T. Hudak, as City Manager of the City of Miami Beach, a Florida municipal corporation,
who [ ] is personally known to me or [ ] produced as
identification.
Name:
Notary Public,State of
My Commission Expires:
4
Page 483 of 1445
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IN WITNESS WHEREOF,Original Mortgagor has duly executed this Agreement as of the
date first above written.
ATTEST: ORIGINAL MORTGAGOR:
- --- --- MBCDCITHE JEFFERSON,INC.,a
By: Florida not-for-profit corporation
Name:
Address:
By:
Name:
Title:
By:
Name:
Address:
STATE OF FLORIDA
:ss
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of [ 1 physical
presence or [ 1 online notarization, this _ day of , 202[ 1 by
,as of MBCDC/THE JEFFERSON,INC.,a Florida
not-for-profit corporation, who ( 1 is personally known to me or f' 1 produced
as identification.
Name:
Notary Public,
State of
My Commission Expires:
• •
Page 484 of 1445 -
DRAFT
IN WITNESS WHEREOF, New Mortgagor has duly executed this Agreement as of the
date first above written.
-ATTEST: NEW-MORTGAGOR: - -- -
By: MIAMI-DADE COUNTY,a political
subdivision of the State of Florida
Name:
Address:
By:
Name:
Title:
By:
Name:
Address:
STATE OF FLORIDA
):ss
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of 1 ] physical
presence or 1 1 online notarization, this _ day of , 2021 1 by
, as of Miami-Dade County, a
political subdivision of the State of Florida,who 1 1 is personally known to me or( 1 produced
as identification.
Name:
Notary Public,State of
My Commission Expires:
6
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EXHIBIT A
Legal Description of the Property
Lot 3, Block 84,of OCEAN BEACH, FLA ADDITION NO. 3,according to
the Plat thereof, as recorded in Plat Book 2, Page 81, of the Public
Records of Miami-Dade County,Florida
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