Subordination Agreement 3rd & 6th
THIti IA~5'I'R Utvll?Nl I'Rh'!'.atECl
BY AT:D RLTI_~RK'r0:
.Ian Albmm,c C;a:?enter. csy.
Shnl'[idd, I.uwinan K Wihon. i'.'~.
I'.6_ Bus IOIi~
Orlando. ISanda :i?80?-IGIC
:~BOVr: sr:~cr.IZlstatvl.i> rr>It
itECOkJNG PUFPOSE~ ONLY
(3rtl X ~tlr :1/ort,;«geeJ
(Villa'_1•faria :4par•tments / SHt1llY r 200'-009FIISII)
THiS 6GBOKllINA'I'ION r1CRIiEA7T•,NT (thi,'`:1~ru,n?cnt"} is tuadc and cutorod into
as of June 29, 2009; by and among (i1 I'LOKfI)_A IIOUSII~rG F1'~.4NCF" CORPORAA~1'lOV, a
public corporation and a public body corporate and politic duly created and existing under the
htws of the State of Florida (the ~~Senior R4ortgagcc"} {vvhioh teen as used in every instance shall
include Senior Nlotteagce's successors and assigns); (ii} the CI 1'Y Oh Ivll:Lb11 BI:i1C11, a
municipal corporation of the State of Florida, in its capacities as third ntortgagc lender of HOME
htvesttnent Partnerships Pnrsram tunas (''1'Itit'd Morigagee") and <rs sixth mortgage lender of
additional HOML Investment Partnerships Program fiords ("Sixth ~'Iottcagee"1 (the Third
Ivlongagee and the Sixth Mottgagce are referred to collectively herein as the "Subordinate
Mortgagee"), ;md (iii) ~'iBCDC: VILL:1 M:'1KlA, LLC. a Florida limited liability company (the
"Borrower").
KECI"PALS
A. Borrower executed and delivered to the Third Ivkutgagee a Promissory Notc dated
September 18, 2008 ithe "Third \'1origagc Note") in the original principal amount oi' $i-200,000
evidencing a loan of ]]O~1E Investment Partnerships Program fiords (the "Third Mortgage
Loan") secured by that certain lvlorteage and Security .Agrcernent eared September l9, 3008 attd
recorded September 2i, _'008 in Official Kecords Book 26i?9. Page 280, of the Public Records
of Miami-llade C'ounn•. Fiorida. The albresaid \~lottgaee encumbers I~orravver's interest in the
real property described in Exhibit "A" attached hereto and made a part hereof, the improvements
thereon. and certain personal property relathtg thereto (collectively, the "Development"1. 't'he
aforosaid 'thu'd Morigage Note and the Nlortgace in firvor of the Third ~Aortga~cc arc
collectively referred w as the "'Third biorigage."
R. Borrower executed and delivered to it?c Fourth Dlortgaguc a Yromissar-y Note
dated .funs 29, 2009 (the "I'ourih \iartgage Nole") in the original principal amount of 51,000,(100
evidencim_' a loan of Surtax fizrxls (the ''Fourth Nlottgage Loan") secured by that certain
biottgage and Security Ac*,reement dated ,luuc 29, 2009, to he recorded in the public records of
Jub.rcd.ua5on Po'.t i?'d-tdh;i
Nfiami-Dade Count}~. Florida, which Nlongate also cucumbers the Development. The aforesaid
Fourth ~9ort,~a,~c Ixotc and the Mortgage in favor of the Fourth Nfortgagce are collccti~°clv
refen'ed «> as the "Fourth Adortgagc."
C. Borrower executed and delivered to the Fifth ~[ortgagec a Promissory Note dated
June 29, 2009 (the "Pifrh D~lortgage dote"1 in the original principal amount of 51,31~,U00
evidencing a loan of HO\9L lnvcsUncnt Pm-utenhips Program fund, (the "Fifth \lurtzage
Loati') secured by that certain Mortgage and Securit~~ Agreement dated June '_9, 3fJO9, [o he
recorded in the public rearrds of iVfiarni-Dade County, Florida, vvItich ~lorteaec also encumbers
the Developmcttt. 'l he aforesaid Fifth bforigage Note and the. ~~4ortgage in fan~or of the. Filth
Mortgagee are a>llec[ively referred to as the "Fifth N[ot•tgage."
D. Borrower executed and delivered to the Sixth \lortgagt:e a Promissory Vote dated
June 29, 2009 (the "Sixth Nlorteagc Vote") in the original principal amount of $155;273
evidencing an tulditional loan of H0~1G lnt~csimcnt Partnerships Progr:un finnis (the -`Sixth
Mortgage Loan") secured by that cea-tain Nlorigagc and Security Agreement dated June 39, 2009.
to be recorded in the public records of Miami-Dade County. Florida, which Mortgage also
encumbers the llevcloptnent. '171e aforesaid Sixth \4ortgage Notc and the Nortgage in lavor of
the Sixth Niortgagec are collectiv'el}° referred to as the "Sixth itAortgage."
L. IIereinafter, ftn• the purposes <rf this :'lgrcement. the third Mortgage Vote anil the
Sixth Ntorigage Note aro collectively referred to as the "Subordinate Vote", and the l1rird
Mortgage and the Sixth ~tortgagc arc collccti~°clv referred to as the '`Subordinate \4ortgage."
F. 13orrowcr executed and delivered to Senior Nlortgagcc a Promissory Note dated
June 29, 2009 (the "Senior Vote") in the original principal :unount. of $2;000,000, evidencing a
loan under the Special Housing t\ssistance and llcvclopntety Pro~~'am (the "Senior Loan'"1
secured b~: a mortgage and Security Agreerni:nt dated as of June 29, 2009, to be recorded in the
public records of Miami-Dade County, Florida. which Nlongagc also encurrrbers the
Development. Hereinafter, the aforesaid Senior \ole and the .\forigage in favor of Senior
J4ortgagee are collectively relcn-cd to as the "Senior Ivlortgage."
G. Senior Ddortgagee twill not make the Senior Loan unless it is secured by a
mortgage upon aril secu:•ity interest in the Development, second in priority onlt to that curtain
Mortgage and Security ;lgrcuttcnt iu favor of II~TLRNATiONAT. FNAN(_'F. R.AVK ("First
A1a'tgagce'•), i^ the original principal amount of $2,737,00, dated as of September' i9, 2005 and
recorded 5cpiembcr 23, 2005 i^ C)flicial Records Bool: 26579, Page 257, of ttte Public Kccords
of ~4iami-Dade County, l'lorida, as may he amended or modified from tune to time (the '`first
Mortgage"l
H. The effect of•this A~~eemen! is to establish that the Senior D~lortgage is senior in
priority to the Third ivfortgage, whicl'r "third Mortgage is senior in priorih' to the Fourth
Mortgage. which fourth A,4ort~age is senior in priority to The Fifth Nfor[eage, and which Filth
N[otleagc is senior in priority to the Sixth ~tortgagc.
SuFOrrirzunn Aq: i=irG-:iih}
Vdlz A9nriu (S:IaDP i
1. To induce Senior ~-krrtgagae to mal:c the Scnior [,oan, the Subordinate tv4ortgatgcc
is tt~illittg to subot•dinafi the Subordinate Mortgage to the Senior Riortgagc.
NOS'}', 'fIIiJRI',TOR>;. in consideration of the Burn of"1'f-:N AVD CIO.%100 T)OI:I,Ap.S
($10.00) and other good and valuahle consideration, front one to the other paid, the receipt and
sufficiency whereof is hereby acknowledgi;d, and to induce Scnior t•4ortgagec to make the Scnior
Loan, the parties do hereby acres:
I. Recitals. ~l~hc hecitals are tote and correct and arc made a pan hereof.
2, tiubordination.
{a) I"he Subordinate Mortgage is noty° and forever hereafter mailc subordinate
and interior to the Senior \iortgage and to all debt evidenced or sccut•ed thereby including
principal, interest (if applicable), costs and expenses, and to any and all extensions,
moditications, amendments, or renewals thereof; or Cuture advance, made by Senior \•4ortgagee
to protect the Devcloprncnt or the priorin° of its lien. further, the terms of the Subordinate
~iongage and all rights and remedies ol'the Subordinate \•iurtgagee available to the Subordinate
Mortgagee pursuant to the Subordinate Mort~,age, indudin~~ but not limned to the right to claim
ur receive any insurance or conclcmnation at~t~ards or proceeds, are hereby expressly subordinate
to the leans of the Senior Rkntgage and the rights and remedies of Scnior R~tortgagec under the
Scnior Rortgage.
{h} the iudebtedncss of Borrower to the Subordinate Mot•tgagce under the
Subordinate Mortgage, and all other liens; encumbrance, and security interests given to secure
the paytuent of the Subordinate hole shall he and hereby are subordinated in lien, priority and
pavrncut of principal anti interest (if applicable) and all other chtn•ges and tees, including,
without limitation, taxes and insurance premiums paid liy Senior \ioncaccc and interest
accruing after tutu default or petition in bankny?tcy, to the indebtcdocss of Borrower pursuant to
the Senior Mote, and all liens, encumbraneos and security intucsts given to secure the payment
thereof including, without limitation, the Senior ~4ortgage.
3. Conditions Precedent to Itemcdial _lction. If a default occurs tinder the
Subordinate Mortgage {a "Subc»-dinatc Loan Defrtuli") and is continuiu„ the Subordinate
Moltgagce agrees that, ta•ithout Senior Iv'forigagee's prior written consent, it will not commence
tineclosure prouccdings with respect to the Development under the Subordinate Mortgage or
exercise any other rights ur remedies it may have under the Subordinate Matgaec. inchuiing but
not limited to accelerating the Subordinate Loan (and enlirrcing any "due on sale" provision
included in the Subordinate tvlottgage), collecting rents. appointing (or seeking the appointment
ot) a receiver or exercising any other rights or remedies thereunder, unless and until it ha, given
Scnior Riortgagee at least thirty {3Ot days' prior cmrittcn notice. Scnior D~lortgagee shall have rho
right, but nor the obligation, ut cure any Subordinate Loan llefault v~,~ithiu the saute time period
for ctn•ing a default which is given to the Borower •,utder the Subordinate Loan L)ocuments,
except that Senior Mortgagee`s tints period fix cure snail Begin on Lhz date on which it receives
tiuhor;linau;:::<gl f,.+rU-61Gj
Vllitl N'.N IA 151: ~t7rl
notice of the Subordinate Loan F)elualt. All amounts advanced or expended by Senior
~4arlgagee kt cure a Subordinate Lo<att llefault shall he deemed to have beeu ad+<tnced by Senior
\lorigagee purstunu te. and shall he secured by the lice oP, the Senior Iv1ot•teaee.
~. Insurance, Condemnation. In the event of partial ur toad destruction of the
F)evelapmenl +vhich result, in the pavmcnt of insurance proceeds, or in the event of a
condcuntation or similar proceeding +vhich results itt the payntcnt of an award. the proceeds or
a+vard ,gall be applied in accordance with the relevant provisions of the Senior Nloreeage.
S. ~~iodiiicatiuns to Subordinate A~1a•t~aec. Iiorro+a•er agrees that it will not
modifi= the Suliordin<fte Nkn-tgaige without the prior writtcu consent of Scttior tv~lortgagee.
6. \otices. Lech notice, request, dem<uul, consent, approval or other
communication (hereintiller in this section referred to collectively as "notices" and referred to
singly as a "notice"j which the parties hereto are required or permitted to give to the other party
pursuant to this ;lgreumcnt shall be in writing and shall be deemed to have been duly o-nul
sufficiently given if: (aipe;sonalh dclivcred with proof of delivery thereof (any notice so
delivered shall be deemed to have bczn rcesivcd az the tints so dclivcred); or l"b) sent by Federal
L'xpress (or other' simi'.ar national ovet-night courier) duignating early morning delivery (any
notice so dclivcred shall he deemed to have been received on the nest. fiusiness Da;• li>Ilowing
receipt by the courier}; or (cl cunt by lhtitcd States registered m• cettifted mail, return receipt
requested, postage prepaid, at a post attics regularly maintained by the Lofted States Postal
Service (any notice so scat shall be deemed to have been received two (2} days alter mailing in
the United States), acldresscd to the respective parties as follows:
5cnior Dlortgagee: Florida Housing Finance Corporation
327 ~lorth Bronough Street, Suite X000
~fall<attassce. Florida ,2301-1 ;29
Attention: lixccutivc llircctor
Phone: (R~0) 4RR-419?
Pax: iR50} 4RR-9809
++~ith a copy to: Shul'lield, Lowman K 1t, ikon. P.:1.
1000 Leeion Place, Suite 1700
Orlando~l~lorida 32801
lttontion: Jan :1A\anese Carpenter, >/sq.
Phone: (407} X81-9800
Tax: (407} SRI-9801
Third and Sixth
A~lortgagee: ('ityol'Miamil3cach
Oflice of Kea] L•'•state, housing nz Community f)evclopntcnt
1700 Couvcntion Center f)rive
?`Miami licach, 1'lorida 331>9
:lttcntion: Anna Parekh, Director
Phone: (30l>) l;73-?000
3uFw[J:uacca Agt l ~~<~-Qthl
'v dla \fan:. ISIiADI'i
Fax: (301) 673-7773
anti a copy to the
City's atwrseL Oflicc of the City Aitomcv
City of Vliami Reach
1700 Convention Center Drive
Miami ]3cach, Florida 33139
Phone: (305) 67 ~-'470
Fax: f305) G7>-7002
Fourth and Fiftlt
~lortga.gee: Nfiami-Dade County
]lousing Development and Loan •~thninistration Division
Office of Comnnmity and Gconomic llcvciopmont
701 N.1'~'. ]Court, 14th floor
Miami. Florida .3313(1
Attention: John C. T'rats
Phone: (746} 469-:.202
Fax: (7461469-233(1
with a eop)~ to the
C'ountv's counsel: i\liami-Dade Counri° Attorneys Offiec.
11 I V.l~'. ]st Street, Suite 3410
Miami, Florida 33124
Attention: Terrence A. Smidt, Assistvu Count} Attorney
Phone: (305) 375-1322
Fax: 1300 ; 75-5634)
Rotrower: MRCllC: Villa Alaria, LLC
c?o Miami Reach Conrrnunity Development Cor)~oralion; Inc.
945 Pennsylvania Avenue
Miami L~cach.l'lorida 3 x]39
:lttcution: ltobcrto llatorrc
Phone: (305) 534-0090
Fax: (305) 534-2463
with a copy to: Shutts & Bo~acn LLP
15(1(1 Miami Center
201 South Biscayne Rlvd.
A4iami, Florida 33111
Attention: Gary Cohen, Lsq.
Phone: (30>) 347-73UR
Fax: (305) 347-7404
Subo~ dir,niou :'1•a: i gA-6tt7
Rithcr party tn:p. by notice given pursuant to this Section. change the person or persotr
and:`or address or addresses, or designate an additional pcrsou or persons or an additional address
m' addresses litr its notices. bttt notice of a change of address shall only be effective upon receipt.
?. no ~'~'aiver. 'fhe giving of consent by Senior D9ortgagec to the giving of tha
Subordinate Mortgage is not and shall not be deemed a waiver of Senior h4origagee's rights ut
prohibit any other .junior' ntorlgage on the Duvclopmcut. No delay on the part. of Senior
J:forlgagee or Subordinate Mortgagee in the exercise of any right or remedy hereunder or under
the Senior IVlitrlgage or Subordinate \aortgagc, respectively. shall operate as a waiver of anY
rikhl hereunder.
8. Countcrnarls. 'I'hc pat•[ics hereto agree that this Subordination Agreerncnt may
be executed in nvo or more a»ntl.erparts, each of \ahieh shall be an m'iginal, but all of which
sluill constitute unc and rite same instrument.
9. Costs of Enforcement. Should suit be brought to euibrce the provisions of this
Agreement, the prevailing patty shall be entitled to recover its reasonable attorneys' Fees incurred
both at trial snxi on appeal.
10. Yaraaranh IIeadin~s. The headings of the various paragraphs of this
Suhordination :\grecmcut have been insisted only Ibr the purposes of convenicuce, and are not
part of this Subordination Agrccmcut and shall not be deemed in any manner to modif}'. explain
or restrict any of the provisirnts of this Subordination Agreement.
11. Choice of LaH•. Tlus Agreement shall be eortstrltcd, interpreted, enforced and
governed by and in accordance with the laws of the State of Florida; excluding the principles
thereof governing conflicts of la\v. ]f any provision shall be held prohibited or invalid under
applicthle law; such provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating any other provision of this Agreement.
12. Binding lffect. This Agreerncnt ,hall be binding upon dte Bonovrer and the
Subordinate 144ortga~ce and their respective successors and assigus, and shall inure to the bznzfi[
of Senior tvlortgagee, its sucecssors and asst<gzts.
~('pUN"I'LiKF:1K1' SIGIyATURF. P:1CiES'f0 FOLLUti~''~
tiuburJniution ;\gl ;?rd ~ti10 i
Villa, Maria Iti:-IaI>i';
COCI\TF.RP.IRT SIGI\A'fGRF P:1CF. TO
SUBORI)Il\;1TION AGKL;Ia'1li,~IT
(3rd A G1h :Lfrrrf;~ares)
(Villa Maria Apartments / SIi~11)P / 200^-O(19FHSH)
IV WIT~IF.SS ~i'HF.REOF, the parties hereto has~e executed this Agreement as of the
day and year First written above.
SEN1OR A•7ORT(:AGF,F,:
1i'fl'I;ESSF.S: H[:OK11~i111OL1SINCi Fli\.AN('li
CORPOR:\ 11ON
Print:
Rv:
_ Stephen P. ?lager
Print: Executive Director
Acidrr~s.r: 2?7 1\. 13ronoueh Sheet, Suite 1000
Tallahassee, Florida ?2301-1 X29
(SEAL
S C 1 fL UP PLORID.A
COIay~1'Y OF LION
The li~rcgoing instnunent was ucknowledeed before me this _ _ day of Jtnte, 2(100, by
S't'liPIIEN P. .AUGEK. as Executive Director of the FL.ORiD:~ HOUSING 1'INANCP.
CORPORATION, a public corporation and a public body corporate :md poliiic duly created and
existing under the laws of the State of 1'lorida, on behalf of l~lorida IIo'<isin~. Said pcron is
personally I:nown to me or hits produced a ealid driver's liceme as idcntitlcation.
Notary Public; State of 1'lorida
Print t\amc:
A4y Commission Espires:___ ---
14Iv Conunission No.:
SnMnrcinatiun :<g: l?rd-Gila ~_ 1
Vaa Mai is i1i L41)Py
COUV'1'L+'RPART S1G>\ATUKE I'_1GF TO
Sl!BORllI59TTON ACRIi,E~1N:AT
(3r~1 ti 6th alort~a~es%
(4'illa Maria _lpdrtments I SHAllY / 2007-009FHSiI)
IN 4V'I'1'VT;titi ~1'HI12F.OF, the patties hereto have executed this Agreement as of the
day ant year first Yaritien above.
Sl!I3ORnil\ATF, ~1OR7Y;A(>I;L/
'I'IIIRD A)\D ~tiIX'I'H b7<)K'fGAG>/1;5:
:1'Fl"LS'f:
~ Pte.
Print: h'G~f~T F](2Ci-l HL
Title: City Clerk
CI"hY OF ~-11:1NII I;E.aCTT.
a nnuticilrtl corporation of the St;ue of Florida
By:
I'idcJ ~ , r v ta7 /fin, 9 ~ F-.~'
~lddress: 1700 Convcotion Center Drive
A4iami Reach, Florida 3±139
[SL.4T_.]
STATF. OF FLORIll:~
COL~TTY OF \dLlhll-ll:1lll
~H l
'fhe foregoing instrument N•as acktto~~'ledged before me thisa'`"t dad of.it+x~ 20(}9, Ly
.TOls'GE"" C•o~t,'C~C~ z_ as l(C.~,y /~~Nniff~E~ _. and b;
K~ c~'-x PHKCf}~~ as City Clerk, oi' the CTTY OF PdL~h11 13L'ACIl, a
municipal corporation of the" State of Florida, on bc6alf of the City o' \~1iami Beach. Said
persons are personally kno\vn to me or have each produced a valid clriver's license to
identif cation.
APPROVED AS TO
FORM & LANGUAGE
8r FOR EXECUTION
tiul+nrd'.nntian Ae~. (3rJ-Ath
Villa..\fai is iSI:ACP;
\titary 1?°tl>Slic; State of Florid
PrintNalnc: r ~ QYYI ode ~--
i\~ly Conunission V xpires:~ 3, .ZO I~
Nly Conmtission No.: bD 1,.t_/ 3 ]3
-:n~:%ja'; KEt:RY F1ERNANDFZ
~R• ~ tdY COL4•IISS'~Ntf7R 62CJ'~
'ai ~-.~ = EY.°IREE 613y? c?11
~l$'"L Y~R'~ Oowd;nii `1_,mY P.u-Ur~kaile',
S~ -
cot:~TFxP.ax'r s1(,l\ATL xI: r:1C1: "ro
Sl?BORDiN.aT10N AGRF.EI\IF,N'f
(:irr! S 6th a9ortsrr~esJ
(lrilla M1~iaria Apartments:`SllAlll'; 2007-0091~'IISll)
IV 11'1"Tl~~L;titi 11`IIL:dtT:OF_ the parties hereto halve csueuted thi, .A~,rcement ais u.` the
day and v; ar first written above.
ROKROII'I:x:
X1'1"hNF:SSF.S: D113CL)C: VILLA (v1ARI.1, LLC,
a Florida Gmitcd liabilin~ company=
Rv: ivllAt\II REACH COh~ihtiNiTY
I)I>V'ELC)Pl~tllv'T CORPf::)RATION. I\C.,
a Florida non-protit corporation,
its sole ntcmbcr and manager
Rt:
Kobcrto L)arorrc
President
.ld~lress: 94~ Pemtsvhauis Aveaue
~~iiami L?cach, i~lorida ~?13~~
[CORPOP..aTF. SF..4L~
STATC OF PT:ORTD.4
CC)C NTY OP <v1I:1iv1I-D.ADF
The lirregoing iustrumcn[ ~~~°as acluto«~lcdged iiefore me this da~~ of June, 30Q9. by
RORIiRTD DATORRF.. as President of \~l[:1MI L;liACH COIv1MC"1\I'1'Y L)LVLLOPNILN"1
COKPOR:1'17O\, I1;C:., a Florida non-profit corporation, the sole ntcmbcr and manager of
RIBCllC: V1LL:1 \~11RLA, LL.C, a Florida limited liabiliiy company, on bcha{f of the
corporation and the limited liability company. Said Person is Personally kru>~on to me or has
produced a valid driver's license as identific:uion.
Notary Public: State of Fktrida
Print Name:
iviy Connnission Expires: -- _
My Commission No.:
Subordina!i_m '•.gt IkJ"nllr} ~- j
\'il:a \t::ns ISH~~D:';
L\HIBIT "A"
LI:Gr1L llESCRll'TK)V
SuhexJmeunr. Ar-(:rd-bih?
V:;io P7;n is ~ S] is\DI j