66. Subordination Agreement (FHFC) (City)THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Maria V. Currais., Esq.
Weiss Serota Helfman Cole & Bierman, P. L.
2800 Ponce de Leon Blvd., Suite 1200
Coral Gables, Florida 33134
OR BK 34013 Fss 3039--305L (18F'9s)
FtE:CORDED 12/18'/21.123 14`.'33:21J
,it.)iiN FER. IANDEZ-•BAc;(?!- IN
CLERK OF' THE COURT & COMF'TROLI...ER
C:1:A11T-DADE COUNTYP R.
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RECORDING PURPOSES ONLY
SUBORDINATION AGREEMENT TO CITY MORTGAGE
(Vista Breeze / Construction Inflation Response Viability Funding /
RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
THIS SUBORDINATION AGREEMENT TO CITY MORTGAGE (this "Agreement") is
effective as of December 15, 2023 by and among (i) 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 ("Florida Housing" and/or the "Senior Lender") (wherever term is
respectively applied), (ii) CITY OF MIAMI BEACH, a Florida municipality ("Subordinate Lender")
(which term as used in every instance shall include Subordinate Lender's successors and assigns), and (iii)
VISTA BREEZE, LTD., a Florida limited partnership ("Borrower").
RECITALS
A. The Senior Lender, issued a loan to Borrower of Construction Inflation Response Viability
Funding ("Viability") Program funds under the Florida Housing Finance Corporation Request for
Applications 2023-211, in effect as of May 1, 2023 ("Viability RFA"), State Apartment Incentive Loan
("SAIL") Program, Section 420.5087, Fla. Stat., and governed by the rules of Florida Housing, as codified
at Chapter 67-48, Fla. Admin. Code, in effect as of July 6, 2022, and Chapter 67-53, Fla. Admin. Code, in
effect as of August 20, 2009 (collectively, including the Viability RFA, the "Viability Rule"), in the
original principal amount of FOUR MILLION THREE HUNDRED THOUSAND AND NO/100
DOLLARS ($4,300,000) (the "Viability Loan"). The Senior Loan will be secured by a Leasehold
Mortgage and Security Agreement (the "Viability Security Instrument") on. a 119-unit multifamily
residential development located on certain real property in Miami -Dade County, Florida, known as Vista
Breeze (the "Property"). The Property is more fully described in Exhibit "A" attached hereto. The
Borrower's obligation to repay the Viability Loan is evidenced by a Promissory Note, dated as of December
15, 2023 (the "Viability Note") and due in full on June 15, 2044.
B. The Senior Lender has also made a loan to Borrower of SAIL Program funds under the
Florida Housing Finance Corporation Request for Applications 2021-205 (2022-159SN), in effect as of
August 17, 2021 ("RFA"), and the SAIL Program, Section 420.5087, Fla. Stat., and governed by the rules
of Florida Housing Finance Corporation, as codified at Chapter 67-48, Fla. Admin. Code, in effect as of
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
May 18, 2021, and Chapter 67-53, Fla. Admin. Code, in effect as of August 20, 2009 (collectively, including
the RFA, the "Rule"), in the original principal amount of THREE MILLION AND NO/100 DOLLARS
($3,000,000) (the "SAIL Loan"). The SAIL Loan has been secured by a Leasehold Mortgage and Security
Agreement (the "SAIL Security Instrument") on the Property. The Borrower's obligation to repay the
SAIL Loan is evidenced by a Promissory Note, dated as of December 15, 2023 (the "SAIL Note") and due
in full on June 15, 2044.
C. Senior Lender has also made a loan to Borrower of Extremely Low Income ("ELI")
Program funds under the Rule in the original principal amount of SIX HUNDRED THOUSAND AND
N0/100 DOLLARS ($600,000) (the "ELI Loan"). The ELI Loan has been secured by a Leasehold
Mortgage and Security Agreement (the "ELI Security Instrument") on the Property. The Borrower's
obligation to repay the ELI Loan is evidenced by a Promissory Note, dated as of December 15, 2023 (the
"ELI Note") and due in full on June 15, 2044.
D. Senior Lender has also made a loan to Borrower of National Housing Trust Fund
("NHTF") Program governed by Title I of the Housing and Economic Recovery Act of 2008, Section 1131
(Public Law 110-289); 12 U.S.C. Section 4501 et seq., Chapter 420, Fla. Stat. and 24 C.F.R. Part 93 under
the Rule in the original principal amount of ONE MILLION THREE HUNDRED ONE THOUSAND FIVE
HUNDRED AND NO/100 DOLLARS ($1,301,500) (the "NHTF Load' and, together with the Viability
Loan, the SAIL Loan and the ELI Loan, the "Senior Load'). The NHTF Loan has been secured by a
Leasehold Mortgage and Security Agreement (the "NHTF Security Instrument" and, together with the
Viability Security Instrument, the SAIL Security Instrument and the ELI Security Instrument, the "Senior
Security Instrument") on the Property. The Borrower's obligation to repay the NHTF Loan is evidenced
by a Promissory Note, dated December 15, 2023 and is due in full on June 15, 2056 (the "NHTF Note"
and, together with the Viability Note, the SAIL Note and the ELI Note, the "Senior Note").
E. Subordinate Lender has made a loan in the principal amount of FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($500,000.00) to Borrower, as evidenced by that certain
Promissory Note dated as of September 21, 2023, by Borrower, as maker, and Subordinate Lender, as
payee, which is secured by that certain Leasehold Mortgage, Security Agreement and Fixture Filing dated
as of September 21, 2023, given by Borrower in favor of Subordinate Lender and recorded in Official
Records Book 33902, Page 1175 of the public records of Miami -Dade County, Florida (the "Original
Mortgage") and Borrower has requested that the Senior Lender permit the Subordinate Lender to make an
additional future advance loan in the amount of FIVE HUNDRED THREE THOUSAND NINE
HUNDRED SIXTY-NINE AND NO/100 DOLLARS ($503,969.00), which shall be a seventh subordinate
loan to Borrower evidenced by that certain Amended, Restated, Renewal and Consolidated Promissory
Note in the original principal amount of ONE MILLION THREE THOUSAND NINE HUNDRED SIXTY
NINE AND NO/100 DOLLARS ($1,003,969) (the "Subordinate Note") dated December 15, 2023 and
due in full on thirty (30) years after the completion of construction, as further described in the Subordinate
Note, estimated as December 31, 2055 (the "Subordinate Loan") and secure the Subordinate Loan by
placing a seventh subordinate leasehold mortgage lien against the Property pursuant to that certain
Amended and Restated Leasehold Mortgage, Security Agreement and Fixture Filing of even date herewith
and to be recorded in the public records of Miami -Dade County, Florida.
F. The Senior Lender has agreed to permit the Subordinate Lender to make the Subordinate Loan
and to place subordinate mortgage lien against the Property subject to all of the conditions contained in this
Agreement.
2
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate Lender to make
the Subordinate Loan to Borrower and to place a subordinate mortgage lien against the Property, and in
consideration thereof, the Senior Lender, the Subordinate Lender, and the Borrower agree as follows:
1. Definitions.
In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement
the following terms have the respective meanings set forth below:
"Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture,
limited liability company, limited liability partnership, trust or individual controlled by, under common
control with, or which controls such Person (the term "control' for these purposes shall mean the ability,
whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority
of the directors of a corporation, to make management decisions on behalf of, or independently to select
the managing partner of, a partnership, or otherwise to have the power independently to remove and then
select a majority of those individuals exercising managerial authority over an entity, and control shall be
conclusively presumed in the case of the ownership of 50% or more of the equity interests).
"Borrower" means the Person named as such in the first paragraph of this Agreement and any
other Person (other than the Senior Lender and Subordinate Lender) who acquires title to the Property after
the date of this Agreement.
"Business Day" means any day other than Saturday, Sunday or a day on which the Senior Lender
is not open for business.
"Default Notice" means: (a) a copy of the written notice from the Senior Lender to the Borrower
stating that a Senior Loan Default has occurred under the Senior Loan; or (b) a copy of the written notice
from the Subordinate Lender to the Borrower stating that a Subordinate Loan Default has occurred under
the Subordinate Loan. Each Default Notice shall specify the default upon which such Default Notice is
based.
"Person" means an individual, estate, trust, partnership, corporation, limited liability company,
limited liability partnership, governmental department or agency or any other entity which has the legal
capacity to own property.
"Senior Lender" means the Person named as such in the first paragraph on page one of this
Agreement and any other Person who becomes the legal holder of the Senior Note after the date of this
Agreement.
"Senior Loan Default" means the occurrence of an "Event of Default" as that term is defined in
the Senior Loan Documents.
"Senior Loan Documents" means the Senior Note, the Senior Security Instrument and all other
documents, evidencing, securing or otherwise executed and delivered in connection with the Senior
Loan.
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
"Subordinate Lender" means the Person named as Subordinate Lender in the first paragraph on
page one of this Agreement and any other Person who becomes the legal holder of the Subordinate Note
after the date of this Agreement.
"Subordinate Loan Default" means a default by the Borrower in performing or observing any of
the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it,
which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the
default.
"Subordinate Loan Documents" means the Subordinate Note, the Subordinate Security
Instrument, and all other documents evidencing, securing, or otherwise executed and delivered in
connection with the Subordinate Loan.
"Subordinate Note" means the Amended, Restated, Renewal and Consolidated Promissory Note
in the original principal amount of ONE MILLION THREE THOUSAND NINE HUNDRED SIXTY NINE
AND NO/100 DOLLARS ($1,003,969) made by Borrower to Subordinate Lender, or order, to evidence
the Subordinate Loan.
"Subordinate Security Instrument" collectively means the mortgage and any subordinate
financing statement, encumbering the Property as security for the Subordinate Loan, which the Subordinate
Lender will cause to be recorded among the applicable land records.
2. Permission to Place Mortgage Lien Against Property.
The Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Property
contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit the
Subordinate Lender to record the Subordinate Security Instrument and other recordable Subordinate Loan
Documents against the Property (which are subordinate in all respects to the lien of the Senior Security
Instrument, other than as set forth herein) to secure the Borrower's obligation to repay the Subordinate Note
and all other obligations, indebtedness and liabilities of the Borrower to the Subordinate Lender under and
in connection with the Subordinate Loan. Such permission is subject to the condition that each of the
representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is true and
correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are
disbursed to the Borrower. If any of the representations and warranties made by the Borrower and the
Subordinate Lender in Section 3 are not true and correct on both of those dates, the provisions of the Senior
Loan Documents applicable to unpermitted liens on the Property shall apply with respect to the Subordinate
Loan.
3. Borrower and Subordinate Lender Representations and Warranties.
The Borrower and the Subordinate Lender each make the following representations and warranties
to the Senior Lender:
(a) The Borrower makes the following representations and warranties to the Senior Lender:
(1) Subordinate Note. The Subordinate Note shall be deemed to contain and
incorporate the following provision as if the same had been included in the original Subordinate
Note:
4
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
"The indebtedness evidenced by this Note is and shall be subordinate in right of
payment to the prior payment in full of the indebtedness evidenced by a (i)
Promissory Note in the original principal amount of $4,300,000 (the "Viability
Note"), (ii) Promissory Note in the original principal amount of $3,000,000 (the
"SAIL Note"), (iii) Promissory Note in the original principal amount of $600,000
(the "ELI Note") and (iv) Promissory Note in the original principal amount of
$1,301,500 (the "NHTF Note" and together with the Viability Note, the SAIL Note
and the ELI Note, the "Senior Note") issued by VISTA BREEZE, LTD., a Florida
limited partnership (the "Borrower") and payable to Florida Housing Finance
Corporation (the "Senior Lender"), as their respective interests may appear, or
order, to the extent and in the manner, including without limitation the right to
receive payments until Subordinate Lender has received a Default Notice of a
Senior Loan Default (each as defined in the Subordination Agreement defined
herein) from Senior Lender, as provided in that certain Subordination Agreement
dated as of December 15, 2023, between and among the Senior Lender, Borrower,
and City of Miami Beach (the "Subordination Agreement"). The Leasehold
Mortgage securing this Note is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of the separate Senior Security
Instrument, securing the Senior Note, as more fully set forth in the Subordination
Agreement. The rights and remedies of the Subordinate Lender and each
subsequent holder of this Note under the Leasehold Mortgage securing this Note
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Note shall be deemed, by virtue of
such holder's acquisition of this Note, to have agreed to perform and observe all of
the terms, covenants, and conditions to be performed or observed by the
"Subordinate Lender" under the Subordination Agreement."
(2) Relationship of Borrower to Subordinate Lender and Senior Lender. The
Subordinate Lender is not an Affiliate of the Borrower.
(3) Subordinate Loan Terms. The term of the Subordinate Note does not end before
the term of the Viability Note, the SAIL Note and the ELI Note.
(4) Subordinate Loan Documents. The final and executed Subordinate Loan
Documents are substantially in the same forms as those submitted to, and approved by, Senior
Lender prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan
Documents, Borrower shall deliver to Senior Lender an executed copy of each of the Subordinate
Loan Document, certified to be true, correct, and complete.
(b) The Subordinate Lender makes the following representations and warranties to the Senior
Lender with respect to the Subordinate Note and Subordinate Loan Documents:
(1) Subordinate Note. The Subordinate Note shall be deemed to contain and
incorporate the following provision as if the same had been included in the original Subordinate
Note:
5
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
"The indebtedness evidenced by this Note is and shall be subordinate in right of
payment to the prior payment in full of the indebtedness evidenced by a (i)
Promissory Note in the original principal amount of $4,300,000 (the "Viability
Note"), (ii) Promissory Note in the original principal amount of $3,000,000 (the
"SAIL Note"), (iii) Promissory Note in the original principal amount of $600,000
(the "ELI Note") and (iv) Promissory Note in the original principal amount of
$1,301,500 (the "NHTF Note" and together with the Viability Note, the SAIL Note
and the ELI Note, the "Senior Note") issued by VISTA BREEZE, LTD., a Florida
limited partnership (the "Borrower") and payable to Florida Housing Finance
Corporation (the "Senior Lender"), as their respective interests may appear, or
order, to the extent and in the manner, including without limitation the right to
receive payments until Subordinate Lender has received a Default Notice of a
Senior Loan Default (each as defined in the Subordination Agreement defined
herein) from Senior Lender, as provided in that certain Subordination Agreement
dated as of December 15, 2023, between and among the Senior Lender, Borrower,
and City of Miami Beach (the "Subordination Agreement"). The Leasehold
Mortgage securing this Note is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of the separate Senior Security
Instrument, securing the Senior Note, as more fully set forth in the Subordination
Agreement. The rights and remedies of the Subordinate Lender and each
subsequent holder of this Note under the Leasehold Mortgage securing this Note
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Note shall be deemed, by virtue of
such holder's acquisition of this Note, to have agreed to perform and observe all of
the terms, covenants, and conditions to be performed or observed by the
"Subordinate Lender" under the Subordination Agreement."
(2) Subordinate Loan Terms. The term of the Subordinate Note does not end
before the term of the SeniorNote.
(3) Subordinate Loan Documents. The executed Subordinate Loan Documents
are substantially in the same forms as those submitted to, and approved by, Senior Lender prior
to the date of this Agreement.
4. Terms of Subordination.
(a) Agreement to Subordinate. The Senior Lender and the Subordinate Lender agree
that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in
right of payment, to the extent and in the manner provided in this Agreement to the prior payment in full of
the indebtedness evidenced by the Senior Loan Documents, and (ii) the Subordinate Security Instrument
and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the
liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan
Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior
Security Instrument and the other Senior Loan Documents (including but not limited to, all sums advanced
for the purposes of (1) protecting or further securing the lien of the Senior Security Instrument, curing
defaults by the Borrower under the Senior Loan Documents or for any other purpose expressly permitted
by the Senior Security Instrument, or (2) constructing, renovating, repairing, furnishing, fixturing or
equipping the Property).
6
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
(b) Subordination of Subrogation Rights. The Subordinate Lender agrees that if, by reason
of the advance payment by Subordinate Lender of real estate taxes, casualty insurance premiums or other
monetary obligations of the Borrower to protect the Property, the Subordinate Lender, by reason of its
exercise of any other right or remedy under the Subordinate Loan Documents, acquires by right of
subrogation or otherwise a lien on the Property which would (but for this subsection) be senior to the lien
of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien
of the Senior Security Instrument, only to the extent of the amount advanced, provided that Subordinate
Lender gives Senior Lender prior written notice of its intent to advance sums for real property taxes and/or
casualty insurance.
(c) Payments Before Senior Loan Default. Until the Subordinate Lender receives a Default
Notice of a Senior Loan Default from the Senior Lender, the Subordinate Lender shall be entitled to retain
for its own account all payments made under or pursuant to the Subordinate Loan Documents.
(d) Payments After Senior Loan Default. The Borrower agrees that, after it receives
written notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments
under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest,
additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the
Subordinate Security Instrument) without the Senior Lender's prior written consent excluding, however,
such sums which were due and owing and received by the Subordinate Lender prior to receipt of said notice
or the time it otherwise acquires knowledge of the Senior Loan Default. The Subordinate Lender agrees
that, after it receives a Default Notice from the Senior Lender with written instructions directing the
Subordinate Lender not to accept payments from the Borrower on account of the Subordinate Loan, it will
not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited
to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other
sums secured by the Subordinate Security Instrument) without the Senior Lender's prior written consent. If
the Subordinate Lender receives written notice from the Senior Lender that the Senior Loan Default which
gave rise to the Subordinate Lender's obligation not to accept payments has been cured, waived, or
otherwise suspended by the Senior Lender, the restrictions on payment to the Subordinate Lender in this
Section 4(d) shall terminate, and the Senior Lender shall have no right to any subsequent payments made
to the Subordinate Lender by the Borrower prior to the Subordinate Lender's receipt of a new Default
Notice from the Senior Lender in accordance with the provisions of this Section 4(d).
(e) Remitting Subordinate Loan Payments to Senior Lender. If, after the Subordinate
Lender receives a Default Notice from the Senior Lender in accordance with subsection (d) above, the
Subordinate Lender receives any payments under the Subordinate Loan Documents, the Subordinate Lender
agrees that such payment or other distribution will be received and held in trust for the Senior Lender and
unless the Senior Lender otherwise notifies the Subordinate Lender in writing, will be promptly remitted
in kind to the Senior Lender, properly endorsed to the Senior Lender, to be applied to the principal of,
interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of
the Senior Loan Documents. By executing this Agreement, the Borrower specifically authorizes the
Subordinate Lender to endorse and remit any such payments to the Senior Lender, and specifically
waives any and all rights to have such payments returned to the Borrower or credited against the
Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by the
Subordinate Lender, and remitted to the Senior Lender under this Section 4(e), shall not be applied or
otherwise credited against the Subordinate Loan, nor shall the tender of such payment to the Senior Lender
7
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
waive any Subordinate Loan Default which may arise from the inability of the Subordinate Lender to retain
such payment or apply such payment to the Subordinate Loan.
(f) Agreement Not to Commence Bankruptcy Proceeding. The Subordinate Lender
agrees that during the term of this Agreement, it will not commence, or join with any other creditor in
commencing, any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings with
respect to the Borrower, without the Senior Lender's prior written consent.
5. Default Under Subordinate Loan Documents.
(a) Notice of Default and Cure Rights. The Subordinate Lender shall deliver to the Senior
Lender a Default Notice within five (5) Business Days in each case where the Subordinate Lender
has given a Default Notice to the Borrower. Failure of the Subordinate Lender to send a Default
Notice to the Senior Lender shall not prevent the exercise of the Subordinate Lender's rights and
remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. The Senior
Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within 60 days
following the date of such notice provided, however that the Subordinate Lender shall be entitled, during
such 60-day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents.
All amounts paid by the Senior Lender in accordance with the Senior Loan Documents to cure a
Subordinate Loan Default shall be deemed to have been advanced by the Senior Lender pursuant to, and
shall be secured by the lien of, the Senior Security Instrument.
(b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. If a
Subordinate Default occurs and is continuing, the Subordinate Lender agrees that, without the Senior
Lender's prior written consent, it will not commence foreclosure proceedings with respect to the Property
under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the
Subordinate Loan Documents, including but not limited to accelerating the Subordinate Loan, 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 Lender at least 60 days' prior written notice; during such
60-day period, however, the Subordinate Lender shall be entitled to exercise and enforce all other
rights and remedies available to the Subordinate Lender under the Subordinate Loan Documents
and/or under applicable laws, including without limitation, rights to enforce covenants and agreements of
the Borrower relating to income, rent, or affordability restrictions contained in the Subordinate
Loan Documents.
(c) Cross Default. The Borrower and the Subordinate Lender agree that a Subordinate
Loan Default shall constitute a Senior Loan Default under the Senior Loan Documents and the Senior
Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same
manner as in the case of any other Senior Loan Default. If the Subordinate Lender notifies the Senior
Lender in writing that any Subordinate Loan Default of which the Senior Lender has received a Default
Notice has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then
provided that Senior Lender has not conducted a sale of the Property pursuant to its rights under the Senior
Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such
Subordinate Loan Default shall be deemed cured, and the Senior Loan shall be reinstated, provided,
however, that the Senior Lender shall not be required to return or otherwise credit for the benefit of the
Borrower any default rate interest or other default related charges or payments received by the Senior
Lender during such Senior Loan Default.
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
6. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. The Senior Lender shall deliver to the Subordinate
Lender a Default Notice within five (5) Business Days in each case where the Senior Lender has given a
Default Notice to the Borrower. Failure of the Senior Lender to send a Default Notice to the Subordinate
Lender shall not prevent the exercise of the Senior Lender's rights and remedies under the Senior Loan
Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but
not the obligation, to cure any such Senior Loan Default within 60 days following the date of such notice;
provided, however, that the Senior Lender shall be entitled during such 60-day period to continue to pursue
its remedies under the Senior Loan Documents. Subordinate Lender may have up to 90 days from the date
of the Default Notice to cure a non -monetary default if during such 90-day period Subordinate Lender keeps
current all payments required by the Senior Loan Documents. In the event that such a non -monetary default
creates an unacceptable level of risk relative to the Property, or Senior Lender's secured position relative
to the Property, as determined by Senior Lender in its reasonable discretion, then Senior Lender may
exercise during such 90-day period all available rights and remedies to protect and preserve the Property
and the rents, revenues and other proceeds from the Property. All amounts paid by the Subordinate Lender
to the Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by the
Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Security Instrument.
(b) Cross Default. The Subordinate Lender agrees that, notwithstanding any contrary
provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a
default under the Subordinate Loan Documents if no other default occurred under the Subordinate Loan
Documents until either (i) the Senior Lender has accelerated the maturity of the Senior Loan, or (ii) the
Senior Lender has taken affirmative action to exercise its rights under the Senior Security Instrument to
collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of
sale contained in) the Senior Security Instrument. At any time after a Senior Loan Default is determined
to constitute a default under the Subordinate Loan Documents, the Subordinate Lender shall be permitted
to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and
limitations of this Agreement. If at any time the Borrower cures any Senior Loan Default to the satisfaction
of the Senior Lender, as evidenced by written notice from the Senior Lender to the Subordinate Lender, any
default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed
cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never
occurred; provided that the Subordinate Lender shall not be required to return or otherwise credit for the
benefit of the Borrower any default rate interest or other default related charges or payments received by
Subordinate Lender during such Subordinate Loan Default.
7. Conflict. The Borrower, the Senior Lender and the Subordinate Lender each agrees that,
in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern
and control solely as to the following: (a) the relative priority of the security interests of the Senior Lender
and the Subordinate Lender in the Property; (b) the timing of the exercise of remedies by the Senior Lender
and the Subordinate Lender under the Senior Security Instrument and the Subordinate Security Instrument,
respectively; and (c) solely as between the Senior Lender and the Subordinate Lender, the notice
requirements, cure rights, and the other rights and obligations which the Senior Lender and the Subordinate
Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms
and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any
Senior Loan Default or Subordinate Loan Default, as the case may be; give the Borrower the right to notice
of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that, if any,
9
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create
any other right or benefit for Borrower as against Senior Lender or Subordinate Lender.
8. Rights and Obligations of the Subordinate Lender under the Subordinate Loan
Documents and of the Senior Lender under the Senior Loan Documents.
Subject to each of the other terns of this Agreement, all of the following provisions shall supersede
any provisions of the Subordinate Loan Documents covering the same subject matter:
(a) Protection of Security Interest. The Subordinate Lender shall not, without the prior
written consent of the Senior Lender in each instance, take any action which has the effect of increasing
the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that the
Subordinate Lender shall have the right, after ten (10) business days' notice to Senior Lender, to advance
funds to cure Senior Loan Defaults pursuant to Section 6(a) above and advance funds pursuant to the
Subordinate Security Instrument for the purpose of paying real estate taxes and insurance premiums,
making necessary repairs to the Property and curing other defaults by the Borrower under the Subordinate
Loan Documents.
(b) Condemnation or Casualty. In the event of a taking or threatened taking by
condemnation or other exercise of eminent domain of all or a portion of the Property by an entity
other than the Subordinate Lender in its governmental or regulatory capacity (collectively, a "Taking"), or
the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively,
a "Casualty"), at any time or times when the Senior Security Instruments remain a lien on the Property, the
following provisions shall apply:
(1) The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan
Documents or otherwise) to participate in any proceeding or action relating to a Taking
and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims
resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the
Senior Lender's rights under the Senior Loan Documents with respect thereto, and the
Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting
from a Taking or a Casualty made by the Senior Lender; provided, however, this subsection
and/or anything contained in this Agreement shall not limit the rights of the Subordinate
Lender to file any pleadings, documents, claims or notices with the appropriate court with
jurisdiction over the proposed Taking and/or Casualty; and
(2) All proceeds received or to be received on account of a Taking or a Casualty, or both, shall
be applied (either to payment of the costs and expenses of repair and restoration or to
payment of the Senior Loan) in the manner set forth in the Senior Security Instrument;
provided, however, that if the Senior Lender elects to apply such proceeds to payment of
the principal of, interest on and other amounts payable under the Senior Loan, any proceeds
remaining after the satisfaction in full of the principal of, interest on and other amounts
payable under the Senior Loan shall be paid to, and may be applied by, the Subordinate
Lender in accordance with the applicable provisions of the Subordinate Loan Documents,
provided however, the Senior Lender agrees to consult with the Subordinate Lender in
determining the application of Casualty proceeds, provided further however that in the
event of any disagreement between the Senior Lender and the Subordinate Lender over
10
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
the application of Casualty proceeds, the decision of the Senior Lender, in its reasonable
discretion, shall prevail.
(c) No Modification of Subordinate Loan Documents. The Borrower and the Subordinate
Lender each agrees that, until the principal of, interest on and all other amounts payable under the Senior
Loan Documents have been paid in full, it will not, without the prior written consent of the Senior Lender
in each instance, increase the amount of the Subordinate Loan, increase the required payments due under
the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the
Subordinate Loan, or otherwise amend the terms of the Subordinate Loan in a manner that creates a material
adverse effect upon the Senior Lender under the Senior Loan Documents. Any unauthorized amendment of
the Subordinate Loan Documents or assignment of the Subordinate Lender's interest in the Subordinate
Loan without the Senior Lender's consent shall be void ab initio and of no effect whatsoever.
9. Modification or Refinancing of Senior Loan. The Subordinate Lender consents to any
agreement or arrangement in which the Senior Lender waives, postpones, extends, reduces or modifies any
provisions of the Senior Loan Documents, including any provision requiring the payment of money, without
the prior approval of Subordinate Lender; provided, however, in no event shall any waiver, postponement,
reduction, modification or amendment to or of any provisions of the Senior Loan Documents increase the
amount of any Senior Note secured thereby in excess of the original amounts set forth in Recitals A, B, C
and D and Section 3 hereof (except for increases resulting from protective advances made by Senior
Lender); decrease the term of the Senior Loan, increase the interest rate on the Senior Loan, or otherwise
amend the terms of the Senior Loan in a manner that creates a material adverse effect upon the Subordinate
Lender under the Subordinate Loan Documents. Any unauthorized amendment of the Senior Loan
Documents or assignment of the Senior Lender's interest in the Senior Obligation without the Subordinate
Lender's written consent shall be void ab initio and of no effect whatsoever.
10. Default by the Subordinate Lender or Senior Lender. If the Subordinate Lender or
Senior Lender defaults in performing or observing any of the terms, covenants, or conditions to be
performed or observed by it under this Agreement, the other, non -defaulting lender shall have the right to
all available legal and equitable relief.
11. Notices. Each notice, request, demand, consent, approval or other communication
(hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which
the Senior Lender or the Subordinate Lender are required or permitted to give to the other party pursuant
to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a)
personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been
received at the time so delivered); or (b) sent by FedEx (or other similar national overnight courier)
designating early morning delivery (any notice so delivered shall be deemed to have been received on the
next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail,
return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal
Service (any notice so sent shall be deemed to have been received three (3) business days after mailing in
the United States), addressed to the respective parties as follows:
Florida Housing/ Florida Housing Finance Corporation
Senior Lender: 227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Attention: Executive Director
Telephone: (850) 488-4197
11
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
with a copy to: Weiss Serota Helfinan Cole & Bierman, P.L.
2800 Ponce de Leon Blvd, Suite 1200
Coral Gables, Florida 33134
Attenion: Maria V. Currais, Esq.
Telephone: (305) 854-0800
Borrower: Vista Breeze, Ltd.
3 Miami Central
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: kngylor@apcompanies.com
e,ancompanies.com
with a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street, Suite 2200
Miami, Florida 33130
Attention: Brian McDonough, Esq.
Telephone: (305) 789-3350
Email: BMcDonouglh@stearnsweaver.com
with a copy to: Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, District of Columbia 20005
Attention: Chris Horning, Esq.
Telephone: (202) 926-3402
Email: CHornig@a,kleinhomig.com
Co -General Partner: Vista Breeze HACMB, Inc.
200 Alton Road
Miami Beach, Florida 33139
Attention: Miguell Del Campillo
Telephone: (305) 532-6401
Email: miguellkhacmb.org
with a copy to: Fox Rothschild
BNY Mellon Center
500 Grant Street, Suite 2500
Pittsburgh, Pennsylvania15219
Attention: Alec Stone, Esq.
Telephone: (412) 391-2523
Email: aistonegfoxrothschild.com
Subordinate Lender: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
Telephone: (305) 673-7000 Ext. 26486
12
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
Email: AlinaHudak@miamibeachfl.gov
with a copy to: City of Miami Beach
Office of Housing & Community Services
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Director
Telephone: (305) 673-7491
Email: A1baTarre@miamibeachfl.g_ov
with a copy to: City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Rafael Paz, City Attorney
Servicer: AmeriNat®
5130 Sunforest Drive, Suite 150
Tampa, Florida 33634
Attention: Mark Fredericks
Telephone: (866) 269-1777
Email: mfredericksgamerinatls.com
Any 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.
12. General
(a) Assignment/Successors. This Agreement shall be binding upon the Borrower, the Senior
Lender, and the Subordinate Lender and shall inure to the benefit of the respective legal successors and
assigns of the Senior Lender and the Subordinate Lender.
(b) No Partnership or Joint Venture. The Senior Lender's permission for the placement
of the Subordinate Loan Documents does not constitute the Senior Lender as a joint venturer or partner
of the Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent, or Affiliate of the
other party hereto.
(c) Senior Lender's and Subordinate Lender's Consent. Wherever the Senior Lender's
consent or approval is required by any provision of this Agreement, such consent or approval may be
granted or denied by the Senior Lender in its sole and absolute discretion, unless otherwise expressly
provided in this Agreement. Wherever the Subordinate Lender's consent or approval is required by any
provision of this Agreement, such consent or approval may be granted or denied by the Subordinate Lender
in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.
(d) Further Assurances. The Subordinate Lender, the Senior Lender and the Borrower each
agree, at the Borrower's expense, to execute and deliver all additional instruments and/or documents
reasonably required by any other party to this Agreement in order to evidence that the Subordinate Security
Instrument are subordinate to the lien, covenants and conditions of the Senior Security Instrument, or to
13
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
further evidence the intent of this Agreement; provided that any such additional instruments or documents
shall be subject to approval by the Subordinate Lender, Senior Lender and Borrower, which approvals shall
not be unreasonably withheld.
(e) Amendment. This Agreement shall not be amended except by written instrument signed
by all parties hereto.
(f) Governing Law and Venue.. This Agreement shall be governed by the laws of the State
of Florida. Any dispute arising under, in connection with or related to this Agreement or related to any
matter which is the subject of this Agreement shall be subject to the exclusive jurisdiction of the state and/or
federal courts in Miami -Dade County, Florida or Leon County, Florida.
(g) WAIVER OF TRIAL BY JURY. BY ENTERING INTO THIS AGREEMENT, THE
SUBORDINATE LENDER, THE SENIOR LENDER AND THE BORROWER EACH EXPRESSLY
WAIVES ANY RIGHTS SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION
RELATED TO OR ARISING OUT OF THIS AGREEMENT.
(g) Severable Provisions. If any provision of this Agreement shall be invalid or
unenforceable to any extent, then the other provisions of this Agreement shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.
(h) Term. The term of this Agreement shall commence on the date hereof and shall continue
until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and
other amounts payable under the Senior Loan Documents; (ii) the payment of all of the principal of,
interest on and other amounts payable under the Subordinate Loan Documents, other than by reason
of payments which the Subordinate Lender are obligated to remit to the Senior Lender pursuant to Section
4 hereof, (iii) the acquisition by the Senior Lender of title to the Property pursuant to a foreclosure or a
deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Security
Instrument; or (iv) the acquisition by the Subordinate Lender of title to the Property pursuant to a
foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in,
the Subordinate Security Instruments, but only if such acquisition of title does not violate any of
the terms of this Agreement.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be considered an original for all purposes; provided, however, that all such counterparts shall
together constitute and the same instrument.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
14
Subordination Agreement to City Mortgage
(VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT TO CITY MORTGAGE
(Vista Breeze / Construction Inflation Response Viability Funding /
RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
WITNESSES:
-01
t— ZA�Z A 14
Print:
Pri !! ✓
STATE OF FLORIDA
COUNTY OF LEON
SENIOR LENDER:
FLORIDA HOUSING FINANCE CORPORATION
By: -1%1U4/CA i�
Name: Melissa Levy
Title: Managing Director of Multifa ' y Programs
Address: 227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
The foregoing instrument was acknowledged before me by means of Z-physical presence or ❑
online notarization, this I- 7�day of /1011if" d Le�023, by MELISSA LEVY, as Managing
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.
i
f SR dr�i uuunypiq
........ '''%,, Notary Publ' ; State of Florida
PRY P'1B4�c.. Print Nam G(yye (N
'� Commission Expires: //-A -77
• . Commission No.:
MY COMMISSION
EXPIRES 11-26-2027
0 ; sTq
OF
S-I
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT TO CITY MORTGAGE
(Vista Breeze / Construction Inflation Response Viability Funding /
RFA 2023-211 / 2023-26OV)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
SUBORDINATE LENDER:
CITY OF MIAM BEACH
By:
Name: Alina T. dak
Title: City Manager
Address: City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
STATE OF FLORIDA
COUNTY OF MIAMI DADE )
The foregomia instrument was acknowledged before me by means of Vphysical presence or ❑ online
notarization, this % day of December, 2023 bye oin T. HudakasCite Manager o f CITY OF MIAMI
BEACH, on behalf of the City. Said person is persona�gyl own to me oriias pprioctuceN vaIicrdriver's license
as identification. In In
[SEAL]
ary Publi/—§,t#te of Florida
Vommission
t Name:
:a�ef GUADALUPEC, RAMOS Expires: 1i�Z
MY COMMISSION 0 00 088818 Commission No.: AiV EXPIRES: September 8, 2024
•'�:;9.u�-o`• Bonded Thru Note PubIN Uflden llen
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
p--•�3-700 S-2
City Attorney Date
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT TO CITY MORTGAGE
(Vista Breeze / Construction Inflation Response Viability Funding /
RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
WITNESSES:
07 MIS IN r,
I
I I
STATE OF FLORIDA )
COUNTY OF M i arn'i . ac,d )
BORROWER:
VISTA BREEZE, LTD., a Florida limited partnership
By: APC Vista Breeze, LLC, a Florida limited liability
company, its managing general r
By:
M
eth ylor, ' e President
Address: 3 Miami Central
161 NW 6th Street, Suite 1020
Miami, FL 33136
The foregoing instrument was acknowledged before me by means of ✓physical presence or
online notarization this 2-1 •"" day of tAoVem ber , 2023, by Kenneth Naylor, as Vice
President of APC Vista Breeze, LLC, a Florida limited liability company, the managing general partner of
VISTA BREEZE, LTD., a Florida limited partnership, on behalf of the limited partnership. Who is
✓ personally known to me or has produced a as
identification.
[SEAL] �p
Notary Public 113
Print Name: tie bmr,
Commission Expires:
Commission No.: I-F FF 2t 3 Cao 1
Notary Public State of Florida
Ah Rebeca Martinez
My Commission
Ill, HH 213601
Exp. 1/4/2026
S-3
LiAST PAGE
EXHIBIT "A"
LEGAL DESCRIPTION
(Vista Breeze / Construction Inflation Response Viability Funding /
RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista
Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public
body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be
recorded over the following described lands:
PARCEL 1:
LOT 3,4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
PARCEL 2:
LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE
PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-
DADE COUNTY, FLORIDA
Exhibit A
Subordination Agreement to City Mortgage
(VISTA BREEZE/ CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V)
(VISTA BREEZE/ SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)