The URL can be used to link to this page

Home My WebLink About25656AGREEMENT INFORMATION AGREEMENT NUMBER 25656 NAME/TYPE OF AGREEMENT 5215 FLAGLER STREET, LLC DESCRIPTION AGREEMENT TO SUBORDINATE TO DECLARATION OF TRUST & RESTRICTIVE COVENANTS & RENTAL ASSISTANCE DEMONSTRATION OF USE AGREEMENT/FLAGLER VILLAS PHASE ONE (MEMORANDUM OF GROUND LEASE/FILE ID: 17237/R-25-0061/MATTER ID: 25- 833/#90 EFFECTIVE DATE ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 7/9/2025 NOTE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Reno and Cavanaugh, PLLC 455 Massachusetts Ave, NW Suite 400 Washington, DC 20001 Attn: Efrem Levy, Esq. Recorder's Stamp AGREEMENT TO SUBORDINATE TO DECLARATION OF TRUST AND RESTRICTIVE COVENANTS AND RENTAL ASSISTANCE DEMONSTRATION USE AGREEMENT Flagler Villas Phase One (Memorandum of Ground Lease) This Agreement to Subordinate to Declaration of Trust and Restrictive Covenants and Rental Assistance Demonstration Use Agreement (the "Subordination") is entered into this 2025, by 5215 FLAGLER STREET, LLC, a Florida limited liability company (the "Project Owner") and THE CITY OF MIAMI, a Florida municipal corporation ("the City" and, collectively with the Project Owner, the "Parties"). WHEREAS, Project Owner and the City have executed that certain Memorandum of Ground Lease (the "Subordinate Document") dated May 12, 2025 and recorded as Book 34770, Page 1749 in the Public Records of the Miami -Dade County, Florida (the "County Records"): WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has authorized the conversion of Flagler Villas Phase One (the "Project") located upon the real property described on Exhibit "A" (the "Property") attached hereto, from public housing to Section 8 assistance under the Rental Assistance Demonstration ("RAD") program, pursuant to Public Law 112-55; WHEREAS, as a condition of the RAD conversion, the Project Owner and the MIAMI- DADE COUNTY (the "County"), a political subdivision of the State of Florida and a "public housing agency" as defined in the United States Housing Act of 1937 (42 U.S.C. § 1437 et seq., as amended) will execute a Rental Assistance Demonstration Use Agreement dated and recorded in the County Records as of substantially even date of the RAD Conversion (the "RAD Use Agreement") for the benefit of HUD; WHEREAS, prior to the RAD conversion, the Project will be subject to a Declaration of Restrictive Covenants for the benefit of HUD (the "HUD DORC"), and will constitute a public housing project as defined in the U.S. Housing Act of 1937, as amended (the "Act"), with the residential units subject to (a) the Act, (b) an Annual Contributions Contract, as amended ("ACC") between County and HUD, (c) a Mixed Finance Amendment to the ACC, (d) the HUD DORC, (e) any federal statutes, regulations and executive orders applicable to public housing projects (collectively the "Public Housing Requirements"), and (f) a Regulatory and Operating Agreement ("R&O Agreement") between the County and the Project Owner; and WHEREAS, HUD requires as a condition of the RAD conversion that the Parties agree to subordinate the Subordinate Document to the RAD Use Agreement and the HUD DORC. NOW THEREFORE, let it be known to all interested parties, that for good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned do hereby agree: 1. So long as the HUD DORC, and all extensions thereto, be in effect: a. The Subordinate Document shall in all respects be subordinate to the HUD DORC. b. Subordination extends to and continues ineffect with respect to any future amendment, extension, renewal, or any other modification of the HUD DORC or the Subordinate Document. c. If there is a conflict between the Subordinate Document that conflicts with the Public Housing Requirements and the R&O Agreement, the Public Housing Requirements and the R&O Agreement shall govern, except as such Public Housing Requirements or R&O Agreement provision may have been expressly waived in writing by HUD or the Housing Authority, provided that nothing herein shall be construed to limit, alter, transfer, encumber, or affect the Fee Title, ownership interest, or rights of the City upon termination of the HUD DORC, nor shall any provision herein otherwise impair the City's ownership of the underlying fee 2. So long as the RAD Use Agreement, and all extensions thereto, be in effect: a. The Subordinate Document shall in all respects be subordinate to the RAD Use Agreement. b. Subordination extends to and continues in effect with respect to any future amendment, extension, renewal, or any other modification of the RAD Use Agreement or the Subordinate Document. c. If there is a conflict between the Subordinate Document that conflicts with the Publid Housing Requirements and the RAD Use Agreement, the Public Housing Requirements and the RAD Use Agreement shall govern, except as such Public Housing Requirements or RAD Use Agreement provision may have been expressly waived in writing by HUD or the Housing Authority, provided that nothing herein shall be construed to limit, alter, transfer, encumber, or affect the Fee Title, ownership interest, or rights of the City upon termination of the RAD Use Agreement nor shall any provision herein otherwise impair the City's ownership of the underlying fee 3. The following amendments to the Subordinate Document require the prior written consent of HUD: Any amendment to any HUD -required provisions in the Subordinate Document, an increase in the interest rate, an increase of the total indebtedness, an acceleration of the amortization or payment schedule, and any changes that would preclude or impair a reasonable opportunity to cure any defaults by the Project Owner under the Subordinate Document. 4. This Subordination will survive bankruptcy and foreclosure. 5. This Subordination may be signed in counterparts. 6. The invalidity, in whole or in part, of any of the provisions set forth in this Subordination, shall not affect or invalidate any remaining provisions. 7. This Subordination and every covenant hereof shall be binding upon the Parties and their respective successors and assigns. This Subordination shall not be modified or amended except by a written instrument executed by all parties hereto and approved in writing by HUD. [SIGNATURE PAGES TO FOLLOW] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Witnesses: Print Dame: V?e l a G o,Z ..l e� Address: ga. ililheara h (Caen.--. i FL 133 Ar- Print Name: j9-217 pq icY/7r-,f/, 9 Address,; q rv.J• 2 me.. ! o-11- ii' T'GI✓I/. , . apt-pc-3 Approved as to form and correctness: LESSOR: CITY OF MIAMI, a Florida municipal corporation By: Name: Arthur No ga V, City Manager George I Wysong I[ U ► avid Inte D rector of Risk Management City Attorney Rf -i#2s--- S33 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of B' physical presence or ❑ online notarization this. 0 day of;1oexe, , 2025, by Arthur Noriega V, as City Manager of CITY OF MIAMI, a Florida municipal corporation, who Fits personally known to me or ❑ has produced , as identification. [NOTARY SEAL] EDITH MCCRAY ��': Notary Public - State of Florida Commission # HH 471900 F.` My Comm. Expires Dec 10, 2027 Bonded through National Notary Assn. Notary Public, State of Florida Commission No.: i4/ 1' / QJOO My Commission Expires ®ic, v, e) 01.1 Wi Print Name: Ne dal) / f) j Zar,P( Address: en50 110161 Ave Fdd !Woo' Fa 33/33 Print Name: Address: 1- STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT OWNER: 5215 FLAGLER STREET, LLC, a Florida limited liability company By: 5215 Flagler Street Manager, LLC, a Florida limited liability company, its Manager ss: By: ("A,/ A erto Milo, Jr., Vice9•esident The foregoing instrument was acknowled ed before me by means of physical presence or ❑ online notarization, this iA, of G, 2025 by Alberto Milo, Jr., Vice President of 5215 Flagler Street Manager, LLC, the Manager of 5215 Flagler Street, LLC, a Florida limited liability company on behalf of the company. Personally Kno4n OR.Prod, ced Identification Print or Stamp Name:il s 6A (p Notary Public, State of Florida, at Large My Commission Expires: VANESSA PILOTO MY COMMISSION # NH 213353 EXPIRES: February 18, 2028 4906-7856-1353, v. 2 Exhibit A Property Legal Description Leasehold estate created by that Lease by and between the City of Miami, a Florida municipal corporation, as Landlord, and 5215 Flagler Street, LLC, a Florida limited liability company dated , 2025, as evidenced by the Memorandum of Lease recorded , 2025, in Official Records Book , Page , over the following described lands: Lots 15, 16, 17, 18, 19, 20, 21, and 22 of COLSKY'S RE -SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 13, at Page 16, of the Public Records of Miami -Dade County, Florida. 4906-7856-1353. v. 2