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2017-30093 ResolutionRESOLUTION NO. 2017-30093 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN THE FORM ATTACHED TO THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION, A MORTGAGE SUBORDINATION AGREEMENT FOR CARRFOUR SUPPORTIVE HOUSING INC, A COMMUNITY HOUSING DEVELOPMENT ORGANIZATION (CHOO), IN CONNECTION WITH THE CHDO'S REQUEST FOR ADDITIONAL FUNDING FROM MIAMI-DADE COUNTY, FLORIDA FOR THE HARDING VILLAGE APARTMENTS; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE SUBORDINATION AGREEMENT. WHEREAS, the City is an entitlement recipient of HUD formula grant programs as follows: Community Development Block Grant (CDBG) fund, and HOME Investments Partnership (HOME) funds; and WHEREAS, CDBG funds are used to provide vital public services, housing activities and improvement to public facilities and HOME funds are used for affordable housing activities including multi-family rentals; and WHEREAS, some special conditions apply to use the HOME funds; participating jurisdictions (PJ's) must reserve at least fifteen (15) percent of their allocations to fund housing to be owned, developed, or sponsored by experienced, community-driven nonprofit groups designated as Community Housing Development Organizations (CHDOs); and WHEREAS, Carrfour Supportive Housing, Inc. (Carrfour) was certified as a CHOO in 2016; WHEREAS, the Harding Village Apartments is owned by Harding Village Limited (Harding Village), a subsidiary of Carrfour; and WHEREAS, the Harding Village Apartments consist of three two-story buildings containing 92 units and located at 8500, 8520 and 8540 Harding Avenue, Miami Beach, Florida 33141; and WHEREAS, Carrfour was awarded CHOO funds, in the amount of $228,667, in connection with the rehabilitation of the Harding Village Apartments rehabilitation project, secured by a promissory note and Mortgage and Security Agreement dated September 18, 2014; and WHEREAS, Carrfour was awarded CHOO funds, in the amount of $92,885 for the Harding Village Apartments rehabilitation project, secured by a promissory note and Mortgage and Security Agreement dated December 27, 2016; and WHEREAS, in December 2016, a subordination agreement was made and entered into between the Florida Housing Finance Corporation (FHFC), the City of Miami Beach and Harding Village, Ltd as a requirement by Florida Finance Housing Corporation for the allocated CHOO funds; and WHEREAS, Carrfour/Harding Village is obtaining a new loan from Miami-Dade County, in the amount of $180,518, in order to maintain the property as an affordable residential project; and WHEREAS, the senior mortgagee and subordinate mortgagees encumbering the Harding Village Apartments must consent and agree to the new loan; and WHEREAS, on May 18, 2005, Harding Village received funds from Florida Housing for $2,000,000 under the State Apartment Incentive Loan ("SAIL") Program on May 18, 2005; and WHEREAS, FHFC requests that Carrfour's funders execute a Subordination Agreement, setting forth the following order of priority of subordinate liens encumbering the Harding Village Apartments: 1. Mortgage in favor of Carrfour Supportive Housing, Inc., securing the promissory note in the original principal amount of $1,070,456, dated April 20,2005; and Mortgage and Security Agreement and Assignment of Leases, Rents and Profits, securing the promissory note in the original principal amount of $1,400,000, dated February 17, 2005, as amended by an amended promissory note in the principal amount of $1,427,633, for a total principal sum of $2,827,633.00, secured by that certain Mortgage Modification and Notice and Receipt of Future Advance Agreement; 2. Mortgage and Security Agreement, dated January 7, 2005, in favor of City of Miami, securing a promissory note in the principal amount of $296,492; 3. Mortgage and Security Agreement, dated September 26, 2014, in favor of City of Miami Beach, securing a promissory note in the original principal amount of $228,667; 4. Mortgage and Security Agreement, dated October 27, 2016, in favor of City of Miami Beach, securing a promissory note, in the amount of $92,885.00; and 5. new Mortgage and security instruments in favor of Miami-Dade County, Florida, securing a promissory note in the original principal amount of $180,518.00; and WHEREAS, the Administration recommends that the City execute the Subordination Agreement, which does not change the priority of the City's mortgage lien on the Harding Village Apartments. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, in the form attached to the City Commission Memorandum accompanying this Resolution, a Subordination Agreement for Carrfour Supportive Housing Inc., a Community Housing Development Organization (CHOO), in connection with the CHDO's request for additional funding from Miami-Dade County, Florida for the Harding Village Apartments; and further authorizing the City Manager to execute the Subordination Agreement. PASSED AND ADOPTED this /3 day of tft.:tmbf r '2017. ATTEST: NADO, CITY CLERK AA~ DAN GELBER, MAYOR APPROVED AS TO ~WI & LANGUAGE R EXECUTION ,~'Bf l7 -ypf Dote Resolutions -C7 B MIAMtBEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: December 13, 2017 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN THE FORM ATTACHED TO THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION, A MORTGAGE SUBORDINATION AGREEMENT FOR CARRFOUR SUPPORTIVE HOUSING INC., A COMMUNITY HOUSING DEVELOPMENT ORGANIZATION (CHOO), IN CONNECTION WITH THE CHDO'S REQUEST FOR ADDITIONAL FUNDING FROM MIAMI-DADE COUNTY, FLORIDA FOR THE HARDING VILLAGE APARTMENTS; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE SUBORDINATION AGREEMENT. RECOMMENDATION Approve the Resolution. ANALYSIS The City is an entitlement community designated by the U.S. Department of Housing and Urban Development (HUD) and as determined by the decennial census information on population growth lag, age of housing stock, and poverty. As an entitlement community, the City qualifies for an annual allocation under HU D's grant programs. The HOME Investments Partnership Program (HOME) was established in 1992 to provide funding specifically for affordable housing. HUD allocates these housing funds to strengthen public/private partnerships and expand the supply of affordable housing that is decent, safe and sanitary. Some special conditions apply to the use of HOME funds. Participating Jurisdictions (PJs) must reserve at least fifteen ( 15) percent of their allocations to fund housing to be owned, developed, or sponsored by experienced, community-driven nonprofit groups designated as Community Housing Development Organizations (CHDOs). PJs must ensure that HOME-funded housing units remain affordable in the long term. Carrfour Supportive Housing, Inc. was certified as a CHOO in 2016. The Harding Village property received funds from Florida Housing in the amount of $2,000,000 under its State Apartment Incentive Loan ("SAIL") Program on May 18, 2005. Florida Housing requires a subordination agreement to be executed every time a recipient receives additional funding. On December 23, 2016, a subordination agreement was executed between Florida Housing Finance Corporation, the City of Miami Beach and Carrfour Supportive Housing, lnc./Harding Village, Ltd as a required by Florida Finance Housing Corporation for the allocated City CHOO funds. The following is the order of subordination for all entities funding assigned fo this project: 1. Mortgage in favor of Carrfour Supportive Housing, Inc., securing the promissory note in the Page 465 of 1320 original principal amount of $1,070,456, dated April 20,2005; and Mortgage and Security Agreement and Assignment of Leases, Rents and Profits, securing the promissory note in the original principal amount of $1,400,000, dated February 17, 2005, as amended by an amended promissory note in the principal amount of $1,427,633, for a total principal sum of $2,827,633.00, secured by that certain Mortgage Modification and Notice and Receipt of Future Advance Agreement; 2. Mortgage and Security Agreement, dated January 7, 2005, in favor of the City of Miami,· securing a promissory note in the principal amount of $296,492; 3. Mortgage and Security Agreement, dated September 26, 2014, in favor of City of Miami Beach, securing a promissory note in the original principal amount of $228,667; 4. Mortgage and Security Agreement, dated October 27, 2016, in favor of City of Miami Beach, securing a promissory note, in the amount of $92,885.00; and 5. New Mortgage and security instruments in favor of Miami-Dade County securing a promissory note in the original principal amount of $180,518.00. The Senior Mortgagee and Subordinate Mortgagees must consent and agree to Harding Village obtaining a loan from Miami-Dade County for $180,518. This funding is intended to maintain the property as an affordable residential project and represent the latest funds committed to the project. CONCLUSION NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the City Manager to execute the mortgage subordination agreement for Carrfour Supportive Housing, Inc. KEY INTENDED OUTCOMES SUPPORTED Ensure Workforce Housing For Key Industry Workers ls Available In Suitable Locations FINANCIAL INFORMATION N/A Legislative Tracking Housing and Community Services ATTACHMENTS: Description ci SUBORDINATE AGREEMENT2016 ci SUBORDINATE AGREEMENT2017 ci RESOLUTION Page 466 of 1320 THIS INSTRUMENT PREPARED BY AND RETURN TO: Jan A!b(mese Carpenter, Esq. Lnthum, Shuker, Eden & Beaudine, LLP P.O. Box 3353 Orlundo, Florida 32802 I llllJJ 1111111111 J/lll llllJ 11111 Jllll llll llll CF'l-1 2017ROO1824·2 OR BK 30381) Ps10 319.f.-3202 < 9Pg10) RECORDED 01/11/2017 13111:27 HARVEY RUVIM1 CLERK OF COURT MIAMI-DADE COUNTYr FLORIDA ABOVE SPACE RESERVED FOR RBCORDfNO PURPOSES ONLY SUBORDINATION AGREEMENT (City of Miami Beach HOME Subol'dination to Ji'HFC SAIL) (Harding Village Apartments I SAIL I Housing Cl·edits I 2003~016CS) THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of December 23, 2016, by (i) FLORIDA HOUStNG FINANCE CORl)ORATION, a public corporation and a public body co1vorate and politic duly created and existing under the laws of the State of Flo1•ida (the "Senior Mo1tgagee" or "Florida Housing") (which tenn as used in every instance shall include Se11io1· Mortgagee's successors and assigns); (ii) ClTY OF MIAMI BEACH, a Florida municipal corporation (the "Subordinate Mortgagee"); and (iii) HARDING VILLAGE, LTD., a Florida limited partnership (the "Borrower"). ;RECP'ALS, A. Borrower executed and delivered to the Subordinate Mottgagee a Promissory Note dated October 27, 2016 in the original principal amou11t of $92j885 (the "Subordinate Note"), evidencing a loan of HOME rnvestment Partnerships ("HOME 11 ) Program funds (the "Subordinate Loan") secul'ed by that certain Mortgage and Security Agreement dated October 27, 2016, to be 1·ecorded in the public records of Miruni~Dade County, Florida. The aforesaid Mortgage encumbers the real ptoperty described in :exhibit "A" attached hereto and made a prut hereof; the improvements thereon, and certain personal property relating thereto (collectively, the "Development"). Hereina..fter the aforesaid Subordinate Note, the Mortgage in favo1· of the Subordinate Mortgagee, and all other loan documents executed in connection with the Subordinate Loan are collective.ly refemid to as the "Si1bordillate Mo1tgage." B. Borrower executed and delivered to U1e Senior Mortgagee a Promissory Note in the original principal amoui1t. of $2,000,000 (the "Senior Note") evidencing a loan under the State Apartment Incentive Loan ("SAIL") Program (the "Senio1· Loan") secured by that certain Mortgage and Security Agreement recorded on May 24, 2005 in. Official Records Book 23404, Page 3067, of the Public Records of Miami~Dade County, Florida. He1·einafter the aforesaid Senio1· Note, the Mortgage and Security Agreement in favor of Senior M01tgagee, the La11d Use Restri.ction Agreernent and all otl1er loan documents executed in connection with the Senior Loan, together with that cettain Extended Low-Income Housing Agreement between Florida Housing and Borrower recorded January 18, 2008 in Official Records Book 26168, Page 2299, Suborcl A\jt (City of Mituni B1111oh to HOME!) Hurdlng Vlllflge (SA!IJHC/2003-0 I 6CS) Page 467 of 1320 7. No Waiver. The giving of consent by Senior Mortgagee to the giving of the Subordinate Mortgage is not and shaU not be deemed a waiver of the Senior Mortgagee's rights to prohibit any other junior mortgage of the Development. No delay on the part of Senior Mortgagee 01· Subordinate Mortgagee in the exercise of any right or remedy hereunder or under the Senior Mortgage or Subordinate Mortgage, respectively, shall operate as a waiver of any light hereunder. · 8. Countel'pnrts. The parties hereto agree that this Subordination Agreement may be executed in two or tn01'e counterparts; each of which shall be an original, but all of which shall constitute one and the same instrument. 9. .Qo..sts of E;uforcement. Should suit be brought to enforce the provisions of this Agreement, the prevailing paity shall be entitled to recover its reasonable attorneys' fees incmred both at trial and 011 appeal. 10. P,ar,agrnph Readings. The headings of the various paragraphs of this Subordination Agreement have been inserted only for the purposes of convenience, and are not part of this Subordination Agreement and shall not be deemed in any manner to modify, explaju or restrict any of the provisions of this Subordination Agreement. ll. Choice of Law. Tbis Agreement shall be construed, inte11Jreted, enforced and govemed by and in accordance with the laws of the State of Floridai excluding the principles thereof governing conflicts of law. If any provision shall be held prohibited or invalid under applicable law, such pl'ovision shall be ineffective to the extent of such prohibition or invalidity without invalidating any other provision of this Agreement. 12. Bindb1g,.Eft:ect. This Agreement shall be binding upon. tbe Borrower and the Subordinate Mortgagee and their respective successors and assig11s and shall inure to the benefit of the Senior Mortgagee, its successors and assigns. [COUNTERPART SIGNATURE PAGES TO FOLLOW] Suborcl Agt (City ofMlnrni $cnch to HOME) Hul'ding Vilh1g1.1(SAJUHC/2003·0I6CSl 5 Page 468 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORlHNATION AGREK!YIENT (City of Miami Beach HOME subordination to U'HFC SAJL) (Harding Village Apattments I SAIL I Housing Credits I 2003"016CS) IN WITNESS WHEREOF\ the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: STATE OF FLORIDA COUNTY OF MIAMI~DADE BORROWER: HARDING VILLAGE-, LTD., · a Florida llmited partnership By: HARDING VILLAGE, INC., a Florida non"profit corpol'a:tion, its general partner Address; 1398 S.W. 1st Street, 12th Floor Miami, Florida 33135 [CORPORATE SEAL] The foregoing instrument was acknowledged before me this~ day of~ 2016, by STEPHANIE BERlvJAN, as President of HARDING VILLAGE, INC., a Florida non~ profit corporation, as general partner of HARDING VILLAGE, LTD., a Florida limited pa1inership, on behalf of the cotpora:tion and the lim.ited. partnership. Said person is personally known to me or has produced a valid driver's license as ide11tif1cation, Subord Ag\ (City ol' Mlumi Bench lll HOME) Harding VII lag~ (SAIL/MC/2003"0 I 6CS) Page 469 of 1320 EXHIBIT "A" LEGAL DESCRIPTION (llal'ding Village Apartments) OR BK aoaao PG 3202 LAST PAGE: Lots 10, 11, 12, 13 and 14, Block 4, BEACH BAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 44, at Page 25, of the Publlc .Records of Mimni"Dade County, Florida, less the Easterly 2.5 feet for Right-of~Way. Subord Agt (City of Miumi Benoh lo HOME) Harding ViJJnge (SA1l/HC/2003·016CS) Page 4 70 of 1320 .. This Instrument Was Prepared By: Record and Return to: Raul J. Aguila, Esq. Office of the City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 111111111111111111111111111111111111111111111 CFN _2017R0018241 OR BK ;~1J380 Psis 3179~~{193 (1!5Pss> RECORDED 01/11/2017 13=11127 MTG DOC TAX $323.15 HARV£Y r~uv IN, Cl.~~nr< OF C:OURT MIAMI-DADE COUNTYr FLORIDA MORTGAGE AND SECURITY AGREEMENT J,HIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage" .. executed this iK 1 day of &!e..:a&.,,2016, by HARDING VILLAGE, LTD., a Florida llmlted partnership, with offices located at 1398 SW 181 Street, Suit.a 1201, Miami, Florida 33135, (the "Mortgagor"), and the CITY OF MIAMI BEACH, a Florida rnunlcipal corporati"n (the "Mortgagee") (which term as used in every Instance shall Include the Mortgagee's successors and assigns), whose address is 1700 Convention Center Drive, Miami Beach, Florlda 33139. WITNESS ET M: That for valuable consideration, and also In consideration of the aggregate sum of money described In that certain Promissory Note (the "Note") of even date herewith, executed by Mortgagor in favor of Mortgagee, in the original Principal Amount of $92,885.00 (the "Principal Amount"), (sucl1 funds provided from the HOME Program), the Mortgagor does grant, bargain, sell, alien, remlse, release, convey and confirm unto the Mortgagee, in fee simple a lien upon and security interest In that certain parcel of real property located in Mlami~Dade County, Florida, which Is described In E!xglpit 116," attached hereto and made a part hereof. Hereinafter said real estate, bulldlngs 1 Improvements (Including improvements to be made hereafter), fixtures herein below described and located on said real estate are sometimes oolleotlvely referred to as the "Premises". TO HAVE AND TO HOLD the Premises and all parts, rights, members a11d appurtenances thereof, to the use, benefit and behalf of th$ 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 ae hereinafter expressly provided. P~OVIOED 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 herein (as such term is defined below), then In such event this Mortgage and the estate hereby created shall cease and be null and void. 1 Page 471 of 1320 The Mortgagor covenants with the Mortgagee as follows: I. A Payment of lndebtedn@ss. The Mortgagor will pay the Note according to the terms thereof and all other sums secured hereby promptly as the same shall become due. B. 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 hereo( 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 t11e Mortgagor falls to make such prompt payment or if any such state, federal, munlolpal 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. (o) The Mortgagor wfll not suffer any mechanic's, materlalmen•s, labbrer's 1 statutory or other lien whloh 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. c. Intentionally Deleted. D. Insurance. The Mortgagor wlll keep all bufldlngs 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 pollcies, 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 or impairing any equity, Hen 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 aH 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. 2 Page 4 72 of 1320 o I E. 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 tt1ereof. (f) If. all or any part of tl1e 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. F. Furtber Assurances: Modlfjc@lUQns,. At any time, and from time to time, upon the reasonable request by the Mortgagee, the Mortgagor wlll 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 (!) the obligations of the Mortgagor under the Note, (ii) the security interest of this Mortgage, and (iii) the mortgage lien hereunder. G. Expense§. 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 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 protect the security hereof; and any such amounts paid by the Mortgagee shall be secured by this Mortgage. (a) EstoQQel 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 estoppal affidavit to Mortgagor, upon ten ( 10) days prior written notice to Mortgagee. 3 Page 4 73 of 1320 H. Perform@nce bY: Mortgagee of Defaults bv Mortgagor. If the Mortgagor shall default In the payment of any tax, lien, assessment or charge levied or assessed against the Premises; Jn the payment of any utility charge, whether publlc 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 condltlon 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. I. Restrictive Qo~enants. Mortgagor shall be subject to the following recapture provisions, covenants and restrictions; all of which shall also be deemed covenants running with, and binding upon, the Premises: (i) Mortgagor must use the Premises as an affordable rental property for a thirty (30) year period ("Affordability Period"), commencing from the date of issuance by the City of Miami Beach Building Department of a Final Certificate of Completion far the rehabllitatlon/renovatlon of the Premises, and the date that all Proj~ct units are leased to tenants who qualify under the rules and regulations promulgated by the United States Department of Housing and Urban Development at CFR Part 92, as same may be amended from time to time. Terms defined in 24 CFR Part 92, and any amendments thereto, not otherwise defined In this Covenant, shall have the meaning set forth therein. In order to further ensure the enforcement of this Section (I), Mortgagor hereby recognizes, agrees, authorizes, and covenants that the Premises shall not be sold, transferred, disposed of, or otherwise conveyed, except 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 Mortgagor, then the Mortgagee, at Its sole option and discretion, may require Mortgagor to reMpay the Principal Amount, in full, together with all Interest thereon, and any and all other amounts as may then be or become due pursuant to the Mortgage. (Ill) The Principal Amount, together with all Interest thereon, and any and all other amounts which may. become due and payable to the Mortgagee under the Mortgage, shall remain a lien until satisfied In the manner provided In this Covenant, or In this Mortgage; provided, however, that upon the conclusion of the Affordability Period, (and provided further that Mortgagor has complied with all terms and conditions of the Loan Documents lncludlng 1 without limitation, the terms and conditions of the Restrictive Covenants), then the Restrictive Covenants shall be deemed satisfied, and shall therefore be of no further force and effect. (Iv) 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, ANO FOR NO OTHER PURPOSE. USS OF THE PREMISES FOR PURPOSES OTHER THAN AS 4 Page 474of1320 AN AFFORDABLE HOUSING RESIDENTIAL RENTAL PROPERTY SHALL BE DEEMED A DEFAULT UNDER SEC'f.ION I HEREOF. The foregoing Restrictive Covenants (as set forth In this Section I) shall be considered and construed as covenants and restrictions recorded against the Premises, and the same shall bind all persons claiming ownership of all or any portion of the Premises. The Mortgagor hereby acknowledges and agrees that the Mortgagee is a beneficiary of these Restrictive Covenants and the Mortgagor shall not release or amend any of these Restrictive Covenants without the prior written consent of the City Manager. Invalidation of all or 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. J. CondemngitlQD. 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 t11e 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 o'f 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. K 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 hazardous waste other than in accordance with all applicable governmental requirements. II. A. 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 prlnolpal, Interest, or late charges required by the Note, this Mortgage and otherwise; or (b) The Mortgagor shall fail to duly observe on time any other covenant, (including without !Imitation, failure to comply with or the breach of the Restrictive Covenants In Section I hereof), condition or agreement of this Mortgage or of any other Instrument evidencing, securing or executed in connection with the 5 Page 4 75 of 1320 indebtedness secured hereby, (herein this Mortgage, Note, Home Program Agreement 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). (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 flied 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) Tlie 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, Jnsolvency or other relief for debtor; or (g) The Mortgagor shall seek or consent to or acquiesce in the appointment of any trustee1 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 dua: or 0) The Mortgagor shall do, or shall omit to do, any aot, 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 the holder thereof; or (k) An Event of Default occurs under the terms of the Loan Documents. B. Acqeleratlon of Mgiturlty:. If a default shall have occurred hereunder, then the whole unpaid principal sum of the indebtedness 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. 6 Page 4 76 of 1320 C. .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 lf, 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 there from. (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 ln 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. (o) 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 1 pursuant to this subparagraph shall exist If any subsequent default shall occur and be continuing. D. Aggointment of a Receiver anq Foreclos!..Jm. E. (a) If a default shall have occurred hereunder, then the whole debt secured by this Mortgage, wltll 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 thls 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 application for such receiver and without regard to the then value of the Premises. Such receiver shall have power to collect the rentsi issues and profits of the Premises during the pandency of such foreclosure suit, and in case of a sale and a deficiency, during 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 ln such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. (o) Mortgagor shall deliver to Mortgagee at any time on Its request, all agreements for deed, contracts, leases, abstracts, title Insurance policies, monument of title, surveys and other papers relating ta 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. 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, 7 Page 4 77 of 1320 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 tal<en. F. 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. Ill. A Succes§ors and Assigns Included in Patiles. 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. B. 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 otherwlse affect any of the terms hereof. C. 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 clause or provlslon 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 sh$JI remain operative and in full force and effect. Notwithstanding any provision contained herein, the total llability 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 Principal Amount due pursuant hereto. D. Number eiQd Gende~. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. E. Future Advaoges. (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 times but the total unpaid aggregate balance secured by this Mortgage at any one time shall not exceed $228,667.00, plus Interest thereon and any 8 Page 4 78 of 1320 ' I disbursements made for the payment of taxes, levies, insurance or other liens on the Premises, with interest on such disbursements. IV. A. 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 Mall, postage prepaid, to the parties being given such notice at the following addresses: MORTGAGOR: MORTGAGEE: With a copy to: CARRFOUR SUPPORTIVE HOUSING, INC. 1398 SW 1st Street, Suite 1201 Miami, FL 33135 Attention: President/CEO CITY OF MIAMI BEACH 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager CITY OF MIAMI BEACH Office of Housing & Community Services CITY OF MIAMI BEACH 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Director 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 Mall 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 mall, or If an courier system Is used, on the date of delivery of the notice. v. A. Assignment of Rents and .~egises. As further security for payment of principal interest and other amounts due Mortgagee now or hereafter secured hereby, Mortgagor hereby transfers) assigns and sets over unto Mortgagee all leases, If any1 now or hereafter 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, llcense 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 Seotron 697.07, as now or hereafter in effect. B. Security Agree111ent. 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 9 Page 4 79 of 1320 ' . 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. C. Choice of Law. This Mortgage ls to be construed In all respects and enforced according to the laws of the State of Florida. D. 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. fSlgnatures appear on following pages] 10 Page 480 of 1320 \ '' ' IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed on the date first above written. WITNESSES: Ca,;,U (, J:1:1l/:___ Signature .~L"fftve Print Name/Secretary ~~.~~· (\ c-J~~ ·signature ~LD~~ Print Name STATE OF FLORIDA ) COUNTY OF MIAMl .. DADE ) MORTGAGOR: HARDING VILLAGE, LTD. A Florida limited partnership BY: Harding VIiiage, Inc., a Florida not~for~profit corporation, Its General Partner The foregoing .o tgage and Security Agreement was acknowledged before me this 25.:_ dr of a . , 2016, by Stephanie Berman, as President/CEO and ~ -. .A) , as secretary of HARDING VILLAGE, INC,, a Florida noHor· profit corporat on. They are personallt !mown to me or have produced Florida Driver's License No. • .•. as identlficatron. 11 Clly Attorney ~ .;n1· Dote Page 481 of 1320 I J .• J;XHIBJT "A" LEGAL DESCRIPTION Lots 10, 11, 12, 13 and 14, Block 4 of BEACH BAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 44, Page 25, of the Public Records of Miami~Dade County, Florida, less the Easterly 2.5 feet. a/k/a 8600 Harding Avenue, Miami Beach, Florida 33141; 8520 Harding Avenue, Miami Beach, Florida 33141; and 8540 Harding Avenue, Miami Beach, Florida 33141. FoJio No. 02 .. 3202 .. 005 .. 0320 12 ·-~----------· Page 482 of 1320 I ' ($92,885) PROMISSORY NOTE tP().,ro /!!?.It ~ 1 , 201a Miami Beach, Florida FOR VALUE RECEIVED the undersigned, CARRFOUR SUPPORTIVE HOUSING, INC., a Florida not-for-profit corporation, having its principal office at 1398 SW 1st Street, SL1lte 1201, Miami, Florida 33135, and HARDING VILLAGE, LTD., a Florlda limited partnership, having its principal office at 1398 SW 151 Street, Suite 120·1, Miami, Florida 33135, (collectively referred to as 11 Maker 11 ); promises to pay to the order of the CITY OF MIAMI BEACH, a Florida municipal corporation, together with any other holder of this Promissory Note (11 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 NINETY.,lWO THOUSAND EIGHT HUNDRED EIGHTY~FIVE DOLLARS ($92,885) (the "Principal Amount''), to be paid in lawful money of the United States of America In accordance with the terms of this Promissory Note ("Note"). Tllis Note may be prepaid In whole or in part at any time, without any fee, penalty or premium. Any prepi;:Jyrnent 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 bal1.:1noe. This Note is secured by a Mortgage and Security Agreement of even date here.with from Maker In favor of Holder (the "Mortgage") encL1mbering certain real property located in Miami- Dade County, Florlda1 consisting of three buildings, known as Harding Village, having the following stre.et addresses: 8500 Harding Avenue, Miami Beach, Florida 33141; 8520 Harding Avenue, Miami Beac~i. Florida 33141; and 8540 Harding Avenue, Miami Beach, Florida 33141 (the "Property"). The foregoing Mortgage and Note and all other agreements, instruments and documents delivered in connection with the Mortgage and with this Note, including the Home Program Agreement of even date, are coJlectlvely referred to as the '-Loan Documents.11 No principal payments shall be due during the "Affordability Period" (as said term is defined In the Mortgage) and no Interest shall accrue during the Affordability Period. Notwithstanding the immediately preceding sentence, 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 wlth the Restrictive Covenants eet forth In the Mortgage and Home Program Agreement; or 3. upon the occurrence of an event of default pursuant to any one of tl1e Loan DooL1ments 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, notice of sucl1 exercise Is expressly waived. 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 Unlt.ed States of America . . .the "Default .. Jnterest Rate'.' shall.be .elghteen percent (18%) per annum or the maximum interest rate allowed by law, whichever Is less. Page 1 of 3 Page 483 of 1320 . " 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 poriion thereof, was paid to Maker until repaid to Holder. Time is of the essence. In the event that this Note Is collected by law or through attorneys at law1 or under their advice therefrom, Maker agrees, to pay all costs of collection, including reasonable attorneys 1 fees, whether or not suit is brought, and whether Incurred in connection with collectlon, 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 Makar to pay all obligatfons 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 speclflcally any failure to exercise or forbearance In the exercise of any remedy, shall be deemed to be a waiver or release of the same, sL1ch 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 ca.use 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 llable 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 otl1er person liable for the payment hereof respectlvely, hereby (a) expressly waive any vafuatlon 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 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 (HI) release Maker (or any co~maker) or any ot11er person liable for payment hereof, without In any way modifying, altering, releasing, affecting or llmltlng their respective llablllty or the lien of any security Instrument. BY EXECUTING THIS NOTE 1 MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS 1 ASSIGNS, SUCCESSORS ·OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, .P.ROCEED,JNG OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, Page 2 of 3 Page 484 of 1320 OR BK 30380 PG 3193 L.As·r PAGE 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 SE 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 WR/TING AND MANUALLY SIGNED ON HOLDER'S BEHALF, Maker acknowledges that the above parawaph 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, WITNESSES: ~~U.Ltfb, Signature \)A~1io +1bue~ Print Name ~:<i[,Lu.Jb,, Signature U.A:v 1i(J ~~u\?Yl~130· Print Name MAKER: CARRFOUR SUPPORTIVE HOUSING, INC. A Florida noMor-profit corporation HARDING VILLAGE, LTD. A Florlda limited partnership BY: Harding VIiiage, Inc,, a Florida nat~for~prof/t corporation, Its General Partner Page 3 of 3 Page 485 of 1320 APPROVED AS TO FORM & LANGUAGE ~ ~. ~ F . I Eif<ECUTlON ~~1--(6-\r~1~ w CllV Attorna"Y'J~\1" Dote THIS INSTRUMENT PREPARED BY AND RETURN TO: Shahrzad Emami, Esq Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Suite 100 Miami, Florida 3 3134 SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits/ 2003-016CS) THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of , 2017, by FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida (the "Senior Mortgagee'' or "Florida I-lousing") (which term as used in every instance shall include Senior Mortgagee's successors and. assigns); CARRFOUR SUPPORTIVE HOUSING, INC., a Florida nonprofit corporation, CITY OF MIAMI, a municipal corporation of the State of Florida, CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, MIAMI-DADE COUNTY, a political subdivision of the State of Florida (collectively, the "Subordinate Mortgagees"); and HARDING VILLAGE, LTD., a Florida limited patinership (the "Borrower"). RECITALS A. Senior Mortgagee is the holder and owner of a Promissory Note in the original principal amount of $2,000,000 (the "Senior Note") evidencing a loan under the State Apartment Incentive Loan ("SAIL") Program (the ''Senior Loan") secured by that certain Mortgage and Security Agreement dated as of May 18, 2005 and recorded on May 24, 2005 in Official Records Book 23404, Page 3067, of the Public Records of Miami-Dade County, Florida. Hereinafter the aforesaid Senior Note, the Mortgage and Security Agreement in favor of Senior Mortgagee, the Land Use Restriction Agreement and all other loan documents executed in connection with the Senior Loan, together with that certain Extended Low-Income Housing Agreement between Florida Housing and Borrower dated January 4, 2008, and recorded January 18, 2008, in Official Records Book 26168, Page 2299, of the Public Records of Miami-Dade County, Florida, as all such documents have been or may be amended or modified from time to time, are collectively referred to as the "Senior Mortgage." B. Florida Housing requires that its Senior Loan remains secured by a first mortgage upon and security interest in the Development. Subord Agt (all lenders) Harding VIilage (SAIL/HC/2003·0 l 6CS) Page 486 of 1320 C. The following Subordinate Mortgagees are the owners and holders of one or more mortgages or other security instruments or covenants (collectively, whether one or more in number and whether now or hereafter in effect, the "Subordinate Security Instruments") encumbering the property described in Exhibit "A" attached hereto: (i) The Carrfour Supportive Housing, Inc. Subordinate Security Instruments are to secure a promissory note in the original principal amount of $1,070,456 dated April 20, 2005, and a promissory note in the original principal amount of $1,400,000 dated February 17, 2005, as amended by an amended and restated promissory note in the principal amount of 1,427,633 dated , from Borrower as maker to Carrfour Supportive Housing, Inc. as payee (the "Carrfour Subordinate Notes"). (ii) The City of Miami Subordinate Security Instrument is to secure a promissory note in the original principal amount of $296,492 dated January 7, 2005, from Borrower as maker to City of Miami as payee ("City of Miami Subordinate Note"). (iii) The City of Miami Beach Subordinate Security Instruments are to secure two promissory notes in the original principal amounts of $228,667, dated September 26, 2014 and $92,885 dated October 27, 2016 from Borrower as maker to City of Miami Beach as payee (the "Miami Beach Subordinate Note"). (iv) The Miami-Dade County Subordinate Security Instrument is to secure a promissory note in the original principal amount of $180,518 dated of even date hereof from Borrower as maker to Miami-Dade County as payee (the "Miami-Dade County Subordinate Note"). AGREEMENT NOW, THEREFORE, in consideration of the sum of TEN AND N0/100 DOLLARS ($10.00) and other good and valuable consideration, from one to the other paid, the receipt and sufficiency whereof is hereby acknowledged, and to induce Senior Mortgagee to make the Senior Loan, the parties do hereby agree: 1. Recitals. The Recitals are true and correct and are made a part hereof. The parties agree to the priority of their respective mortgages, as set forth in Paragraph 4 below above. 2. Subordination and Consent. (a) The Senior Mortgagee and the Subordinate Mortgagees do hereby consent and agree to the Borrower obtaining a loan from Miami-Dade County in the amount of $180,518 to be secured by that certain Mortgage and Security Agreement and/or other secUTity instruments or 2 Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Page 487 of 1320 covenants (collectively, whether one or more in number and whether now or hereafter in effect, the "Miami-Dade Subordinate Security Instruments") as further described in Paragraph 4 below. (b) The Subordinate Mortgages are now and forever hereafter made subordinate and inferior to the Senior Mortgage and to all debt evidenced or secured thereby including principal, interest, costs and expenses, and to any and all extensions, modifications, amendments, enlargements or renewals thereof or future advances made thereunder. Further, the terms of the Subordinate Mortgages and all rights and remedies of the Subordinate Mortgagees available to the Subordinate Mortgagees pursuant to the Subordinate Mortgages, including but not limited to the right to claim or receive any insurance or condemnation awards or proceeds, are hereby expressly subordinate to the terms of the Senior Mortgage and the rights and remedies of Senior Mortgagee under the Senior Mortgage. The priority among the Subordinate Mortgages is further described in Paragraph 4 below. (c) The indebtechiess of Borrower, and any other obligor pursuant to the Subordinate Notes, and any and all other indebtedness and other obligations of Borrower to Subordinate Mortgagees, and the Subordinate Mortgages and all other liens, encumbrances and security interests given to secure the payment of the Subordinate Notes and any other obligations of payment or performance of Borrower to Subordinate Mortgagees, whether now existing or hereafter created or acquired, shall be and hereby are subordinated in lien, priority and payment of principal and interest and all other charges and fees, including, without limitation, taxes and insurance premiums paid by Senior Mortgagee and interest accruing after any default or petition in bankruptcy, to the indebtedness of Borrower pursuant to the Senior Note, and all liens, encumbrances and security interests given to secure the payment thereof, whether now existing or hereafter created or acquired, including, without limitation, the Senior Mortgage and to any and all other loans, advances, extensions of credit, or other accommodations to or for the account of Borrower as Senior Mortgagee may elect to make from time to time, and any and all other indebtedness of Borrower to Senior Mortgagee, whether now existing or hereafter created or acquired, and any and all liens, encumbrances, and security interests given to secure the repayment or payment thereof, whether now existing or hereafter created or acquired, and to such renewals and extensions thereof as Senior Mortgagee may elect to make from time to time. 3. Conditions Precedent to Remedial Action. If a default occurs under any Subordinate Mortgage (a "Subordinate Loan Default") and is continuing, each Subordinate Mortgagee agrees that, without the Senior Mortgagee's prior written consent, it will not commence foreclosure proceedings with respect to the Development under the Subordinate Mortgage or exercise any other rights or remedies it may have under the Subordinate Mortgage, including but not limited to accelerating the Subordinate Loan (and enforcing any "due on sale" provision included in the 3 Subord Agt (1:111 lenders) Harding Village (SAIL/HC/2003-0l 6CS) Page 488 of 1320 Subordinate Mortgage), collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given the Senior Mortgagee at least thirty (30) days' prior written notice. The Senior Mortgagee shall have the right, but not the obligation, to cure any Subordinate Loan Default within the same time period for cudng a default which is given to the Borrower under the Subordinate Loan Documents, except that the Senior Mortgagee's time period for cure shall begin on the date on which it receives notice of the Subordinate Loan Default. All amounts advanced 01· expended by the Senior Mortgagee to cure a Subordinate Loan Default shall be deemed to have been advanced by the Senior Mortgagee pursuant to, and shall be secured by the lien of, the Senior Mortgage. 4. Lien Priorities; Lien Subordination. Borrower, Subordinate Mortgagees, and Senior Mortgagee acknowledge and agree, notwithstanding the actual order of recording, that the relative priority of the following instruments and related liens and encumbrances shall be in ~?e order set forth below, and Subordinate Mortgagees and . .Senior Mortgagee consent tcf' the Borrower's encumbrance of the Property by such liens and en~u~;1l'lfaiices: . a) first, the Senior Loan Documents, Senior Security Instruments, and mortgage securing the Senior Loan in the original principal amount of $2,000,000 from the Florida Housing Finance Corporation, dated May 18, 2005, and recorded May 24, 2005, in Offieial Records Book 23404, at Page 3067, as affected by the Subordination Agreement recorded in Official Records Book 23404, at Page 3118, the Assignment of Leases, Rents and Contract Rights recorded in Official Records Book 23404, ai Page 3095, the Land Use Restriction Agreement recorded in Official Records Book 23404, at Page 3049, as amended by the First Amendment to Land Use Restriction Agreement recorded in Official Records Book 26149, at Page 1864, as further amended by that Second Amendment Land Use Restriction Agreement recorded in Official Records Book 26803, at Page 1642, the UCC Financing Statement recorded in Official Records Book 23404, at Page 3109, as amended in UCC Financing Statement Amendment recorded in Official Records Book, 29376, at Page 2355, as continued in UCC Financing Statement Amendment recorded in Official Records Book 29405, at Page 4958, as amended in UCC Financing Statement Amendment recorded in Official Records Book 27239, at Page 3140, the Extended Low Income Housing Agreement recorded in Official Records Book 26168, at Page 2299, as amended by the First Amendment to the Extended Low-Income Housing Agreement recorded in Official Records Book 26838, at Page 3271, all in the Public Records of Miami-Dade County, Florida. b) second, the Mortgage and Security Agreement and Assignment of Leases, Rents and Profits, in the original principal amount of $1,400,000 in favor of Carrfour Supportive Housing, Inc., dated February 17, 2005, and recorded May 24, 2005, in the Official Records 4 Subord Agt (all lenders) Harding Village (SAIIJHC/2003-016CS) Page 489 of 1320 Book 23404, at Page 3124, as amended by that certain Mortgage Modification And Notice And Receipt of Future Advance Agreement in the principal amount of $1,427,633 executed on March 26, 2009, and recorded in Official Records Book 26803, at Page 1660, as affected by in that certain Subordination Agreement recorded in Official Records Book 26803, at Page 1667, the Collateral Assignment of Leases, Rents and Contract Rights recorded in Official Records Book 23404, at Page 3148, the Miami-Dade Housing Agency Rent Regulatory Agreement recorded in Official Records Book 23404, at Page 3160, as amended by the Amendment to Rent Regulation Agreement recorded in Official Records Book 26803, at Page 1649, the Miami-Dade Housing Agency Rental Regulatory Agreement recorded in Official Records Book 23417, at Page 1680, the Collateral Assignment of Note, Mortgage, and Other Loan Documents recotded in Official Records Book 23404, at Page 3175, the UCC Financing Statement recorded in Official Records Book 23404, at Page 3170, and the Mortgage in the original principal amount of $1,040,456 in favor of Carrfour Supportive Housing, Inc., dated April 201 \ 2005, and recorded May 24, 2005 in Official Record Book 23404, at Page 3208, all in the Public Records ofMiami-Dade County, Florida. c) third, Mortgage and Security Agreement in the original principal amount of $296,492 in favor of the City of Miami, dated January 7, 2005 and recorded May 24, 2005 in the Official Records Book 23404, at Page 3180, the Rent Regulatory Agreement recorded in Official Records Book 23404, at Page 3195, and the Declaration of Restrictive Covenant recorded in Official Records Book 23404, at Page 3203, all in the Public Records of Miaini-Dade County, Florida. d) fourth, Mortgage and Security Agreement in the original principal amount of $228,667 in favor of the City of Miami Beach, di;ited September 26, 2014, and recorded on October 1, 2014 in the Official Records Book 29332, at Page 1209, as affected by that certain Subordination Agreement recorded in Official Records Book 29332, at Page 1221, all in the Public Records of Miami-Dade County, Florida. e) fifth, Mortgage and Security Agreement in the original principal amount of $92,885 in favor of the City of Miami Beach, dated October 27, 2016, and recorded on January 11, 2017, in the Official Records Book 30380, at Page 3179, as affected by that certain Subordination Agreement recorded in Official Records Book 30380, at Page 3194, all in the Public Records of Miami-Dade County, Flol'ida. f) sixth, Mortgage and Security Instruments in the original principal amount of $180,518 in favor of Miami-Dade County dated the date hereof, and/or other security 5 Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Page 490 of 1320 instruments or covenants (collectively, whether one or more in number and whether now or hereafter in effect) to be recorded in the Public Records of MiamiMDade County, Florida. 5. Insurance, Condemnation. In the event of partial or total destruction of the Development which results in the payment of insurance proceeds, or in the event of a condemnation or similar proceeding which results in the payment of an award, the proceeds or award shall be applied in accordance with the relevant provisions of the Senior Mortgage. The insurance provisions of the Senior Loan shall be modified as of the date hereof, as follows: · The Borrower will keep and maintain the Development insured against loss or damage by fire, general liability insurance, allMrisk insurance, extended coverage and other perils, as provided in the Construction Loan Agreement, the rules of Florida Housing Finance Corporation, as codified at Chapter 67M48, Fla. Admin. Code, in effect as of May 24, 2017, and at Chapter 67M53, Fla. Admin Code, in effect as of August 20, 2009 (the "Rule") and the Florida Housing Finance Corporation Insurance Guide dated August 30, 2016, as amended from time to time (the "Florida Housing Insurance Guide"). Such policy or policies of insurance shall have affixed thereto a clause substantially similar to the standard New Yodc Mortgagee Clause, making all loss or losses under such policy or policies payable to Senior Mortgagee as its interest may appear, and to deliver certificates of insurance to the Senior Mortgagee, nan1ing the Senior Mortgagee as an additional insured, when issued with the receipts for the payment of the premium therefor; and in the event any sum of money becomes payable under such policy or policies, provided Borrower is not in default under the Senior Loan, Borrower shall have the right to use such proceeds to restore or rebuild the Development and the Senior Mortgagee shall have the right to review the construction budget for the rebuilding or restoration of the Development. If the amount of the insurance proceeds exceeds the amount necessary to complete such restoration or rebuilding, Senior Mortgagee shall have the option to receive and apply the excess proceeds on account of the indebtedness secured hereby without thereby waiving or impairing any equity, lien or right under or by virtue of the Senior Mortgage. In the event that the Borrower fails to comply with the requirements of this Paragraph 5, then Senior Mortgagee, if it deems necessary, may place and pay for such insurance, or any part thereof, without losing, waiving or affecting Senior Mortgagee's option to foreclose for .breach of this covenant, or any part thereof, or any right or option under the Senior Mortgage, and every such payment shall bear interest from date thereof until paid at the Default Interest Rate (as said term is defined in the Senior Note), and all such payments with interest as aforesaid shall be secured by the lien hereof. In the event 6 Subord Agt (all lenders) Harding Village (SAIL/l-IC/2003-016CS) Page 491 of 1320 any loss or damage greater than Fifteen Thousand Dollars ($15,000) is suffered, Borrower shall notify Senior Mortgagee of such loss or damage within two (2) business days after the happening thereof; the failure to give such notice shall constitute an Event of Default and the Senior Mortgagee shall have the rights herein given for all Events of Default. Notwithstanding the foregoing, the following provisions apply during the term of the Senior Loan. Borrower shall, at all times, comply with the Florida Housing Insurance Guide. For so long as the Senior Loan is not in the first lien priority position (i.e., there are one or more loans senior to the loan), the Borrower shall comply with all insurance requirements of the then first mortgagee, for minimum amounts, types of coverage, cancellation clauses, deductibles, insurance carrier ratings and terms. During the term of the Senior Mortgage, Borrower shall comply with such insurance requirements of the then first mortgagee, and such policy or policies of insurance shall include Florida Housing as additional insured, making all loss or losses under such policy or policies payable to the Senior Mortgagee as its interest may appear (subject to the rights of the first mortgagee, if any). The Borrower shall notify Florida Housing and the Servicer (defined in the Construction Loan Agreement), at least sixty (60) days prior to the date when the Senior Loan is anticipated to become the first lien mo1tgage, and provide evidence that all insurance policies satisfy (or will satisfy on the date the Senior Loan becomes the first lien on the Development), all of the requirements of Florida Housing. Borrower acknowledges and agrees that Senior Lender's insurance requirements may change from time to time throughout the term of the Senior Loan. 6. Modifications to Subordinate Mortgage. Borrower and Subordinate Mortgagees agree that it will not modify any of the Subordinate Mortgages without the prior written consent of the Senior Mortgagee. 7. Notices. All notices and other communications to be made or petmitted to be made heteundet shall be in writing and shall be delivered to the addresses shown below or to such other addtesses that the parties may prnvide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal se1'vice; or (b) national express ail' courier, provided such couriet maintains written vel'ification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of tefusal to accept delivery by the party to whom such notice or other communication has been sent. 7 Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Page 492 of 1320 Senior Mortgagee: with a copy to: Subordinate Mortgagee: With a copy to: Subordinate Mortgagee: With a copy to: Subordinate Mortgagee: Subord Agt (all lenders) Harding VillEJge (SAIUHC/2003"016CS) Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 Attention: Executive Director Latham, Shuker, Eden & Beaudine, LLP 111 North Magnolia Ave., Sl}ite 1400 Orlando, Florida 32801 Attention: Jan Albanese Carpenter, Esq. Carrfour Supportive Housing, Inc. 1398 S.W. 1st Street, 12th Floor Attention: Stephanie Berman, President Miami, Florida 33135 Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Suite 100 Miami, Florida 33134 Attention: Shahrzad Emami, Esq. City of Miami City of Miami Office of the City Attorney 444 SW 2nd Avenue Attn: J. Gigi Soliman Assistant City Attorney Miami, FL 33130 City of Miami Beach Office of Housing and Community Services 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Director 8 Page 493 of 1320 With a copy to: With a copy to: Subordinate Mortgagee: with a copy to: Borrowet: With a copy to: Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) City of Miami Beach Office of the City Attorney 1700 Convention Center Drive, Fourth Floor Miami Beach, Florida 33139 Attn: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach Florida 33139 Attn: City Manager Miami-Dade County Office of County Attorney Miami-Dade County Harding Village, Ltd .. c/o Carrfour Supportive Housing, Inc. 1398 S.W. 1st Street, 12th Floor Attention: Stephanie Berman, President Miami, Florida 33135 Legal Services of Greater Miami, Inc. 4343 West Flagler Street, Suite 100 Miami, Flotida 3 3134 Attention: Shahrzad Emami, Esq. 9 Page 494 of 1320 Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. 8. No Waiver. The giving of consent by Senior Mortgagee to the giving of the Subordinate Mortgages is not and shall not be deemed a waiver of the Senior Mortgagee's rights to prohibit any other junior mortgage of the Development. No delay on the part of Senior Mortgagee or Subordinate Mortgagees in the exercise of any right or remedy hereunder or under the Senior Mortgage or Subordinate Mortgage, respectively, shall operate as a waiver of any right hereunder. 9. Counterparts. The parties hereto agree that this Subordination Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 10. Costs of Enfotcement. Should suit be brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred both at trial and on appeal. 11. Paragraph Headings. The headings of the various paragraphs of this Subordination Agreement have been inserted only for the purposes of convenience, and are not part of this Subordination Agreement and shall not be deemed in any manner to modify, explain or restrict any of the provisions of this Subordination Agreement. 12. Choice of Law. This Agreement shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida, excluding the principles thereof governing conflicts of law. If any provision shall be held prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating any other provision of this Agreement. 13. Binding Effect. This Agreement shall be binding upon the Borrower and the Subordinate Mortgagee and their respective successo1·s and assigns and shall inure to the benefit of the Senior Mortgagee, its successors and assigns. {COUNTERPART SIGNATURE PAGES TO FOLLOW} 10 Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Page 495 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits I 2003-016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: Print: __________ _ STATE OF FLORIDA COUNTY OF LEON SENIOR MORTGAGEE: FLORIDA HOUSING FINANCE CORPORATION Kel'1 Reecy Director of Multifamily Programs [SEAL] The foregoing instrument was acknowledged before me this __ day of ______ , 2017, by KEN REECY, as Director of Multifamily Programs of the FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida, on behalf of Florida Housing. Said person is personally known to me or has produced a valid driver's license as identification. Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Notary Public; State of Florida Print Name: ~~--~-------~ My Commission Expires: ________ _ My Commission No.: _________ _ Page 496 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits I 2003-016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: Approved as to form and legal sufficiency: By __________ _ County Attorney STATE OFFLORIDA COUNTY OF MIAMI-DADE SUBORDINATE MORTGAGEE: MIAMI-DADE COUNTY By: ________ _ Print: ---------- Tit I e: ---------- The foregoing instrument was acknowledged before me this day of __ , 2017, by , as of MIAMI-DADE COUNTY, a political subdivision of the State of Florida. Said person is personally known to me or has produced a valid driver's license as identification. Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Notary Public; State of Florida Print Name ----------~ My Commission Expires: ______ _ My Commission No: _______ _ Page 497 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits I 2003-016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: STATE OF FLORIDA COUNTY OF MIAMI-DADE SUBORDINATE MORTGAGEE: CARRFOUR SUPPORTIVE HOUSING, INC. By:~--------~ Print: Stephanie Berman Title: President The foregoing instrument was acknowledged before me this day of __ , 2017, by Stephanie Berman, as President of CARRFOUR SUPPORTIVE HOUSING; INC., a political subdivision of the State of Florida. Said person is personally known to me or has produced a valid driver's license a:s identification. Subord Agt (all lenders) Harding Village (SAIL/HC/2003"016CS) Notary Public; State of Florida Print Name ~~---~----~ My Commission Expires: ______ _ My Commission No: _______ _ Page 498 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits/ 2003-016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: Print: Approved as to form and legal sufficiency: By __________ ~ City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE SUBORDINATE MORTGAGEE: CITY OF MIAMI By: ____ ~------ Print: ---------- Tit I e: ~-~------- The foregoing instrument was acknowledged before me this day of __ , 2017, by , as of City of Miami, a municipal corporation of the State of Florida. Said person is personally known to me or has produced a valid driver's license as identification. Subord Agt (all lenders) Harding Village (SAIL/I-IC/2003-016CS) Notary Public; State of Florida Print Name ----------~ My Commission Expires: ______ _ My Commission No: _______ _ S-14 Page 499 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits I 2003~016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: STATE OF FLORIDA COUNTY OF MIAMI-DADE SUBORDINATE MORTGAGEE: CITY OF MIAMI BEACH By: ________ _ Print: ---------- Title: ---------- The foregoing instrument was acknowledged before me this day of __ , 2017, by , as of City of Miami Beach, a municipal corporation of the State of Florida. Said person is personally known to me or has produced a valid driver's license as identification. Subord Agt (all lenders) Harding Village (SAIUHC/2003-016CS) Notary Public; State of Florida Print Name ----------~ My Commission Expires: ______ _ My Commission No: _______ _ Page 500 of 1320 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AND CONSENT AGREEMENT (Harding Village Apartments I SAIL I Housing Credits I 2003~016CS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: STATE OF FLORIDA COUNTY OF MIAMI-DADE BORROWER: HARDING VILLAGE, LTD. A Florida limited partnership By: HARDING VILLAGE, INC., a Florida non-profit corporation, its general partnel' Stephanie Berman Ptesident The foregoing instrument was acknowledged before me this day of __ , 2017, by STEPHANIE BERMAN as President of HARDING VILLAGE, INC. a Florida nonprofit cotporation, as general partner of VILLAGE HARDING, LTD., a Florida limited partnership, on behalf of the corporation and the limited partnership. Said person is personally known to me or has produced a valid driver's license as identification. Subord Agt (all lenders) Harding Village (SAIL/HC/2003-016CS) Notary Public; State of Florida Print Name --------~-~ My Commission Expires: ______ _ My Commission No: _______ _ S-16 Page 501 of 1320 EXHIBIT "N' LEGAL DESCRIPTION (Harding Village Apartments) Lots 10, 11, 12, 13, and 14, Block 4, BEACH BAY SUBDNISION, according to the Plat thereof, as recorded in Plat Book 44, at Page 25, of the Public Records of Miami-Dade County, Florida, less the Easterly 2.5 feet for Right-of-Way Subord Agt (all lenders) Harding Village (SAIL/HC/2003"016CS) Page 502 of 1320