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Agenda 09/08/2020 Item #16D12 (HOME Grant)09/08/2020 EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to sign the HOME grant -related Subordination Agreement between Collier County, Community Housing Capital, Inc., and Oak Marsh, LLC, for the Timber Ridge and Sanders Pine Developments. OBJECTIVE: To provide affordable housing throughout Collier County. CONSIDERATIONS: The U.S. Department of Housing and Urban Development (HUD) provides HOME Investment Partnership funds to address program-specific needs identified in the community. On June 27, 2017, the Board of County Commissioners (Board) approved the FY 2017/2018 Annual Action Plan, Agenda Item #16D14 containing project objectives and outcomes. On September 11, 2018, Agenda Item #16D19, the Board approved the HOME Rehabilitation agreement with Oak Marsh, LLC, to provide rental rehabilitation to the Timber Ridge and Sanders Pines developments in Immokalee. These rental properties provide housing to serve low- to moderate-income families. Subsequently, on February 26, 2019, Agenda Item #16D4, the Board approved amendment #1 to the Oak Marsh, LLC, rehabilitation agreement to update language and rental rates. A substantial amendment to the FY 2017-2018 and FY 2019-2020 Annual Action Plans was approved by the Board on January 28, 2020, Agenda Item #16D1, to reallocate unobligated funding to Oak Marsh Rental Rehabilitation. As a result of the reallocation of funding, amendment #2 to the Oak Marsh, LLC, agreement was approved by the Board on January 28, 2020, Agenda Item #16D1. This Item is to request a subordination agreement associated with the above-noted HOME Rehabilitation grant agreement. It is necessary because Oak Marsh, LLC, desires to secure a $1,500,000 mortgage in favor Community Housing Capital, Inc., a non-profit public benefit corporation. As a condition of the mortgage, the lender, requires their loan documents be superior to the encumbrances of the HOME grant and land use restriction agreement. The LURA is a HOME requirement detailing the restrictions of the land use and creates a lien on the property. The HOME program allows for a subordinate position to the primary lender. FISCAL IMPACT: This action has no Fiscal Impact. Funds for this project are budgeted in the Housing Grant Fund (705), Project 33535. LEGAL CONSIDERATIONS: This Item is approved as to form and legality and requires a majority vote for Board approval. - JAB GROWTH MANAGEMENT IMPACT: Signature of the Subordination Agreement will allow the County to expand affordable housing opportunities for its citizens and further the goals of the Collier County Growth Management Plan. RECOMMENDATION: To approve and authorize the Chairman to sign the HOME grant-related Subordination Agreement between Collier County, Community Housing Capital, Inc., and Oak Marsh, LLC, for Timber Ridge and Sanders Pine Developments. Prepared By: Carolyn Noble, Grants Coordinator, Community & Human Services Division 16.D.12 Packet Pg. 1424 09/08/2020 ATTACHMENT(S) 1. EXECUTED Oak Marsh Agreement (PDF) 2. EXECUTED Oak Marsh Amendment #1 Executed (PDF) 3. EXECUTED Oak Marsh Amendment #2 (PDF) 4. Oak Marsh Subordination Agreement Final (PDF) 5. Recorded Amended and Restated LURA #2 (PDF) 6. Recorded LURA #1 (PDF) 16.D.12 Packet Pg. 1425 09/08/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.12 Doc ID: 13178 Item Summary: Recommendation to approve and authorize the Chairman to sign the HOME grant-related Subordination Agreement between Collier County, Community Housing Capital, Inc., and Oak Marsh, LLC, for the Timber Ridge and Sanders Pine Developments. Meeting Date: 09/08/2020 Prepared by: Title: – Community & Human Services Name: Carolyn Noble 08/12/2020 10:12 AM Submitted by: Title: Manager - Federal/State Grants Operation – Community & Human Services Name: Kristi Sonntag 08/12/2020 10:12 AM Approved By: Review: Community & Human Services Leslie Davis Additional Reviewer Completed 08/12/2020 4:30 PM Community & Human Services Tami Bailey Additional Reviewer Completed 08/13/2020 2:47 PM Community & Human Services Maggie Lopez Additional Reviewer Completed 08/17/2020 4:24 PM Community & Human Services Kristi Sonntag CHS Review Completed 08/18/2020 12:15 PM Operations & Veteran Services Kimberley Grant Level 1 Reviewer Completed 08/18/2020 4:49 PM Public Services Department Todd Henry Level 1 Division Reviewer Completed 08/19/2020 11:06 AM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 08/19/2020 11:35 AM Grants Erica Robinson Level 2 Grants Review Completed 08/21/2020 12:32 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 08/24/2020 1:16 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 08/24/2020 2:39 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 08/24/2020 2:55 PM Grants Therese Stanley Additional Reviewer Completed 08/25/2020 5:54 PM Budget and Management Office Ed Finn Additional Reviewer Completed 08/26/2020 10:12 AM County Manager's Office Geoffrey Willig Level 4 County Manager Review Completed 09/01/2020 9:21 AM Board of County Commissioners MaryJo Brock Meeting Pending 09/08/2020 9:00 AM 16.D.12 Packet Pg. 1426 16.D.12.a Packet Pg. 1427 Attachment: EXECUTED Oak Marsh Agreement (13178 : Oak Marsh Subordination Agreement) 16.D.12.a Packet Pg. 1428 Attachment: EXECUTED Oak Marsh Agreement (13178 : Oak Marsh Subordination Agreement) 16.D.12.a Packet Pg. 1429 Attachment: EXECUTED Oak Marsh Agreement (13178 : Oak Marsh Subordination Agreement) 16.D.12.a Packet Pg. 1430 Attachment: EXECUTED Oak Marsh Agreement (13178 : Oak Marsh Subordination Agreement) 16.D.12.a 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16.D.12.bPacket Pg. 1476Attachment: EXECUTED Oak Marsh Amendment #1 Executed (13178 : Oak Marsh Subordination Agreement) 16.D.12.bPacket Pg. 1477Attachment: EXECUTED Oak Marsh Amendment #1 Executed (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1478 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1479 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1480 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1481 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1482 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1483 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1484 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1485 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.c Packet Pg. 1486 Attachment: EXECUTED Oak Marsh Amendment #2 (13178 : Oak Marsh Subordination Agreement) .THIS,INSTRTMENT PREPARED BY AND AFTER RECOPDNG TO tsE RET,URNED TO: Robert Cheng, Esi. Shufis & Bd).Ypri.I,tP 200 South Biscilyre Bduievird Suite 4100 Miariri, Elofida 33'131 ASOVE SPACE RESERVED FOR RECORDING PURPOSES ONLY suBoRprNAtroN: AGREmmNT THIS SUBORDINATION AGREEMENT (this ill\grgemegl?1) is made a,s pf the - day of ; 2020, by and among COMMUMTY IIOUSING CAPITAL, INC,, a nonprofit public benefit corporlition orgaiiized rurder fie laws of the State gf Catifornia- (the "Lendot"), whose irddress is 402 East Howaid Aveiue, Deqatut, Georgia 30030, COLTIER COU]ITY,, a polifioal sribdivision of tho State ,pf Florida (the "Countv!'), whose address is County Manqggr's. Office; 3299 Tamiami Trail East, Suite 202, Niiples Florida 34112-5:746 and OAK MARSH, LLC, a Florida limited liability company ("Borrower), whose address is 19308 S.W.38O'h S-treet, Florida City, Florida 33034. RECITALS A. Borrower exgouted and delivered to Lendor a promissory note (the. "I.{ote!') datod .October 21, 2016 in the original principal amouit ,of, $i,500,000.00, evidencing a loan (the "Loan") secued by a mortgage dated October 21,2016, frori.r Bbrrower in favor of Lender and,reoorded on Novembqr l, 2016, )n Offrcial Recordq Book 5329, at Page 279, ofthe,PubliG Records of Collier .Coringy, Florida, (ihe l'MElgage"). The {vlortgage encumbers ihe teal trQpefiy descdbed in ElhibiillAl aftached,hereto arid made a" part herebt the irhproveinehts .theieon, and certain personal prope4y relating thereto (ooltectively; the "Properw").. Hereinaller thc Notg, thg Mbrtgage, and any and all orher documents seouiing the Loan are collectively refened to as the "Lorin Docimehts]'. B. The Corrnty has provided to Borrower a HOME grant in rhe amount of Three Hundred Thousand and No/100 ($300,000.00) (the 'lQriginel.i{OME]Gra1it') in ooririeotiori with Borrower's rehrrbilitation of Timber Ridee uis*d"rt Pine R"s"*., l,r*o6lee, .Florida, which .is located qthin'the PropErty (the "Preipsl"L fo1 the pqrpose of enlancing tenant life and preserve affordable rental housing for very low and low incomE pErsons.theiein, C. The County has provided to. Bo.do.wer an additiirnal EJOIy{E. gaant in }he dmount of Seventy Five Tirousand and No/I00 ($75,000.00) (the "Additional HOME Grant") for'an agEregatq amount to Borrower of Tluee Huafued Seventy Five fhoy.sand and No/100 5;000,00) in oonnection with Borrower's rehabilitation of. the Project. Hereinafter tbe in:il HOME Grant and the Additionat HOME Grant are collectively referred to herein as the MrADOcs !993908? 3 16.D.12.d Packet Pg. 1487 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) D. ln connection with the Original HOI@ Grant, the County requires Bonower to execute and,deliv€r to, thC County a tand Use Restr:iclion Agreement (the 'rl-and Use Restriction Agreemeht:l). In cgnnpction with the Additional HOME Grant, the. County requirds Borrower to execute and deliver to the Counly an Amended and Restated Land Use Restriction Agreemeni ("Amended and Restated Laid Us ', and together with the Land Use Restriction Agreemeqt, the 'ILURA"). The County requires Bonower to exgcute the LLIRA to ensure that eleven (1 1) housing units within the Project shall be leased, rented or made available on a continuous basis for rental to extremely low, very low, and lpw-incor-ne persons, in accordance with the teiTns and provisions of thg ],URli. E. Lehtler requires that the Loan DoCuments be a lien On tle Property sirperior to the enoumbrances oithe LUM and thar the rights oflender under the Lpan Docurnenti be superior to the rights of the County and Bonowef un{er the,LURA. Len{er Will nor approve of the LURA unless the. County and Borrower,agree to subordinate their rights ,arid obligations under theLURA. F, Borrower and the County hereby agree to subordinate the LIJRA to the Loan Documents, on iurd subject to the terms, conditions 4nd tgquiremenis set forth in thisAgreement. AG,REEMETI{T NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10,00) and other good and valuable consideration, Ilom one to the othei paid, the receipt and sufficiency wheteofis hereby aoknowledged, the parties agree as follows: l. Recitals, The Recitals are true and corect and are made apart hereof, 2. Subordination. (p) The LUR-A and the right to repayment of the HOME Grant are now and forever hereafler rnadd subordinate and inferior to the Loan Documents and to all debt evidenced or secured by the Loah Documents including principal, interest, costs 4nd expenses, and to any and ail, extensions, modifications, amendments, enlargements or tenewals thereof or fuJure advascestmqde thereunder, Fufiher, thP County heleby covenants arid agrees that the LURA and the right to repayment olthe HOME Grant are and shall at all times continue tb be subordinate, subject, and inferior to the. rights of Lender under the Loan. Docunents, and that the liens, rights (including approval and consent rights), remedies, payment intqrests, priority interests, and security interests granted to the County pursuant to or in connection rvith the LURA, arc hereby expressly acknowledged to be in all respects and at all times, subjei;t" subordinate and inferior in all respects to the liens, rights (including appfoval and consent rights), ieiiredies, payment, priority and security interests gianted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof. c.lNRPo bi\MIADOCs\As2\r9939087,3.doc 3. Conditions Precedent to Remedial Action. If a default occurs under the LURA and is the Colrnty agrees that, withoul Lendells prior wri.tten or remedies it may have under the LURA tlnless andconsent, it will not etercise any righrs or remedies it may have under the LURA unlcss and until it has giveh Lendbr at least thirty (30) days' prior, written notice. Lender shatl have lhe right, but not the obligation, to cure any LURA Defaulr within the same time period fgr curing a consent, it will not etercise any until it has givei Lendbr at least 16.D.12.d Packet Pg. 1488 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) default which is given to the Borrower under the LURA, exoept that Lelde-r's time_period for cule shall begin oh the date on which it rqceives notice of the i,lIRA Defa.u,lt. A1l aqounts advaircdd or expend'ed by Lender to gure. a LURA Defa.qit shall be deemed to have been advanced by Lender pursuant to, and shall be secured. by the lien of. the Mcirtgage. 4. Insurance. Condemnation, In the event of partial or total destruction of the Property, which resultS in the payment of in5ur.ance proceeds, or !n the event ofa condemtration or similar proceeding. which results in the payment ofan award, the proceeds or award shall be applied in accordancg with the relevanl provisions ofthe Mortgage. 5. Notices, All notices hereunder shall be in writing and shall be deemed to have been suffieiently given or seryed for all purposes when presented after mailing when sent by registered or certified mail, return receit or thlee (3) days after mailing when sent by registered orafter mailing when sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth above, or at such other address of which a party shall have notified the larty giving such notice in wiiting. 6. No Waiver. The giving of consent by Lender to the execution and recording of the LURA is not and. shall not be deemed a waiver of Lender's rights to prohibit any otherjunior mofigage ox encumbrance on the Prqperty, No delay on the part of Lender or the County in the exercise of 4ny right or remedy hereunder or under the Mortgage qr the LURA, respectively, shall operate as a waiverof any righl hereunder. 7. Counterparts. The parties hereto agree that this Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall constiture one and the same instrument: '8. Costs of Enforcement. Should suit be brought to enforce the provisions of this Agreement, the provailing party shall be entitled,to recover its reasonable attomeys' fees incuned both at trlal and on appeal. graph l{eadines. The headings of the various paragraphs oithis Agieement only for the purposes of convenience, and are not part of this Agr€ement and shall not be deemed in anlr marner to modifii, explain or restrici any of the provisions of thi5 Agreement. 10, Choice of Law. This Agreement sha[1 :be construed, interpreted, enforced and govemed by and ih accotdahce with the lawS of the State of Ficisida, excluding thg. principles therEof governing confliots o,f law If any provision shall be held prohibited or'invalid under applioable law, suo-h provision shall be ineffeo.tiye to the extent of such prohibition or rinvalidity without invalidatiirg any other provision of this Agreement. 11. Bindiire. Effect. This Agreement shall be bindirig upon the Borrower and the County and their respective heirs, successors and assigns and shall inure to the benefit of Lender, its successors and assigns. IREMAINDER OF PAGE LEFT INTENTIONALLY BLANK] ISTGNATURE PAGES TO FOLLOWI C:$iRPortblwllADOCS\AS2\l 9939087-3.doc 9. have becn 16.D.12.d Packet Pg. 1489 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) EXECUTED the day and year above mentioned. LENDER: COMMUNITY INC., a nonprofit organized under Caiilbmia HOUSING CAPITAL, public benefit corporation the laws of the State of STATE OF GEORGIA COUNTY OF DEKALB The fbregoing instrument was acknowledged before me by means ofX physical presence or E online notarization, this 24m day of April, 2020, by Alvin Saafrr, as Chief Credit OlTicer of COMMUNITY HOUSING CAPITAL, INC., a nonprofit public benefit corporation organized under the laws of the State of California, on behalf of the corporation, who X is personally known to me or n has produced as identification. Commission No.: My Commission Expires: (. z I z I Print Name:By: -'; 't'' Nane: Alvin Notary Public, State of Georgia Name: Lra-r Sr.cN1 CiNRPortbl\MIADOCS\AS2\l 9939087-2.doc 16.D.12.d Packet Pg. 1490 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) PdhtNime; COLLTER COiJNT,Y, a polilic4l subdivi$ion..of lhe Stat€rof Elorida By: Naqe: Title: STATEOFFTORIDA COLIN,TY OF The foregoingrinstrurhent was aoknowledged before me by nieans of ! physioal presence or E online not4rizationi this _ d4y of ,.2O20, by _----r as of COLIIBR COIINTY, a political subdivicion of the State of Eloridh, on behalf of the countyl wllo E is personally knornn to me or D has produced as identification. @ Name: Commission Nb.: My Commission Expiresr AT'IES'I C]RYSl'AI- K. K1NZEL. CLERK BY: ApPloved as lo lbrm and lctirllity Cr\NRPo,1bl\MllcDOCS\A52\! 99390E7-3,d0p 16.D.12.d Packet Pg. 1491 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) BORROWER: OAK MARS}I, LLC, a Florida limited iiability company S]ATE OF FLORIDA couNrY oF /t/il'/// )lLt The foregoing instrument was acknowledged before rte by means of E/physicat presence or n online notarization, this //V day of Jllt t' , 2020, by Steve Kirk, as President of OAK MARSH, LLC, a Florida limited liability companJ, on behalf qf the company, who E"-- ispersonal1yknowntomeorEhasproduced-asidentification. No.: c.c.t Commission Expires: Nocl PLrb (-StatcofFlorda ' Conrm\slon t CG 126129 | My Comlr.Expirel h 26 2021 Bodddlh'ou9hr!,lo& l\ourY^'ri' C \NRPoflbhMiADOCS\AS2\19939087 l.doc @ 16.D.12.d Packet Pg. 1492 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) EXHIBIT ''A'' ProDertY All tlat rcal propcrty situate, Iyin8 ard being in Collicr Counry, Florida morepadicularly dcscribed cs fqllov,/s: Psrccl ll Lots 25 to 59, inclusivc; TIMtsER RIDCE LNIT TWO, according !o thc plat ihcre{f rccotded ir Plat Book 25, plgcs 40 and 41, 6ft}e public. records ofCollier County, Florida. A,\D Trgct A of TIMBER RIDCE LNIT TwO. ac.cording to the plst lhereof recordcd irr Plat Book 25, pages 40 and 41, ofthc public records ofCollicr County, F)orida. Pirccl I A: Non cxclusive casement for drainage aad uiilily inslallltion, maintenancB and rnanagcficn( purpqses. crcatcd ln Grart oi Nbn-Exclusive Cross Eascrnent recordcd in Olficial Records Book 2048r poge 606, of the public recoxls of Collier:County, Florid4 over, upon ard amoss tltc following describcd property: Thc Weslqly 15 f€et ofLol 24, ard orc Southerly ?,5 feet of l"ots l8 ltrough 24, TIMBER IIIDOE t I.IIT ONE, amording to the plat lhcreof recordcd in }lat Book i4, pagcs I and 2, ofthc public records ofColliei County, Florida. Parccl 2i ilhe Nortl on c-hal f of tha: Wcst oue'haif o f the Noah onc.hirlf of lbe South qast ane- quaaer of the Norihwcst oncquwlu of Section32i Tounship 46 South, Rangc 29 Easl Collier County, Florida C:\NRPo(bl\MIADOCS\AS2\l 9939087-3:doc 16.D.12.d Packet Pg. 1493 Attachment: Oak Marsh Subordination Agreement Final (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1494 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1495 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1496 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1497 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1498 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1499 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1500 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1501 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1502 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.e Packet Pg. 1503 Attachment: Recorded Amended and Restated LURA #2 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1504 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1505 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1506 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1507 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1508 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1509 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1510 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1511 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement) 16.D.12.f Packet Pg. 1512 Attachment: Recorded LURA #1 (13178 : Oak Marsh Subordination Agreement)