HomeMy WebLinkAbout26223AGREEMENT INFORMATION
AGREEMENT NUMBER
26223
NAME/TYPE OF AGREEMENT
GH EMERALD TERRACE, L.P. & CBRE CAPAITAL MARKETS,
INC.
DESCRIPTION
SUBORDINATION AGREEMENT - REGULATORY
AGREEMENT ONLY GOVERNMENT ENTITY NO
SUBORDINATE DEBT/EMERALD TERRACE/MATTER ID: 26-
733/#51
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/28/2026
DATE RECEIVED FROM ISSUING
DEPT.
7/29/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
Freddie Mac Loan Number: 511946244
Property Name: Emerald Terrace
SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY
GOVERNMENTAL ENTITY
(NO SUBORDINATE DEBT)
(Revised 7-30-2024)
THIS SUBORDINATION AGREEMENT FOR REGULATORY AGREEMENT ("Agreement")
is effective as of the __ day of July, 2026 by CITY OF MIAMI, a municipal corporation of the
State of Florida ("Governmental Entity"), and GII EMERALD TERRACE, L.P., a limited
partnership organized under the laws of the State of Delaware ("Borrower"), for the benefit of
CBRE CAPITAL MARKETS, INC., a corporation organized and existing under the laws of the
State of Texas, ("Lender").
RECITALS
A. Simultaneously herewith Borrower is acquiring certain improved real property located in
the County of Miami -Dade, State of Florida, as more particularly described on Exhibit A
attached hereto ("Property").
B. In connection with such acquisition, Borrower is assuming certain obligations under the
Declaration of Restrictive Covenants for Affordable Housing Rental Developments dated
April 1, 2008 ("Regulatory Agreement") between Governmental Entity and Emerald
Terrace Limited Partnership, a Florida limited partnership ("Prior Owner") and recorded
on title to the Property on April 4, 2008 as Document No. 2008R0276836 and re -recorded
on April 22, 2008 as Document No. 2008R0327551 in the Miami -Dade County Official
Records ("Official Records"), pursuant to which the Property was subjected to certain
restrictions by Governmental Entity in connection with the prior development or
rehabilitation of the Property.
In connection with the acquisition of the Property by Borrower, Lender is making a loan
to Borrower in the original principal amount of $17,220,000.00 ("Loan") pursuant to a
Multifamily Loan and Security Agreement between Lender and Borrower (as
• supplemented or amended from time to time, the "Loan Agreement") and evidenced by a
Multifamily Note by Borrower to Lender (as supplemented or amended from time to time,
the "Note"). The Loan is to be secured by a Multifamily [Mortgage] [Deed of Trust] [Deed
c; . to Secure Debt], Assignment of Rents and Security Agreement that will be recorded among
-•- - the Official Records (as supplemented or amended from time to time, the "Mortgage")
(the Loan Agreement, the Note and the Mortgage, together with all other documents
executed with respect to the Loan, are hereinafter collectively referred to as the "Loan
Documents").
Subordination Agreement — Regulatory Agreement Only
D. As a condition to making the Loan, Lender requires that the Loan Documents be a lien on
the Property superior to the lien of the Regulatory Agreement and that the rights of Lender
under the Loan Documents be superior to the rights of Governmental Entity and Borrower
under the Regulatory Agreement. Lender will not make the Loan unless Governmental
Entity and Borrower agree to subordinate their rights and obligations under the Regulatory
Agreement.
E. Borrower and Governmental Entity hereby agree to subordinate the Regulatory Agreement
on and subject to the terms, conditions and requirements set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as
agreements among the parties.
2. Subordination. The Governmental Entity hereby covenants and agrees that the Regulatory
Agreement is and will at all times continue to be, subordinate, subject and inferior to the
rights of Lender under the Loan Documents and that the liens, rights (including approval
and consent rights), remedies, payment interests, priority interests, and security interests
granted to Governmental Entity pursuant to or in connection with the Regulatory
Agreement are hereby expressly acknowledged to be in all respects and at all times, subject,
subordinate and inferior in all respects to the liens, rights (including approval and consent
rights), remedies, payment, priority and security interests granted to Lender pursuant to the
Loan Documents and the terms, covenants, conditions, operations and effects thereof.
Notwithstanding the above, Governmental Entity may exercise the remedies of specific
performance or injunctive relief.
3. Financing, Encumbrance and Transfer Approval. Governmental Entity hereby
approves [the transfer of the Property to the Borrower and] the financing evidenced by the
Mortgage. Governmental Entity further agrees that any transfer of the Property in
connection with foreclosure or deed in lieu thereof will not require Governmental Entity's
°consent.
4:
=5.
Reserved.
Lender Notice of Default. In consideration of Governmental Entity's agreements
.'contained in this Agreement, Lender agrees that in the event of any default by Borrower
sunder the Loan Documents, Governmental Entity will be entitled to receive a copy of any
. notice of default given by Lender to Borrower under the Loan Documents. Neither the
giving nor the failure to give a notice to Governmental Entity pursuant to this Section 5
will affect the validity of any notice given by Lender to the Borrower.
Subordination Agreement — Regulatory Agreement Only Page 2
6. Governmental Entity Notice of Default. Governmental Entity must give Lender a
concurrent copy of each material notice (including without limitation each notice of
default) given by Governmental Entity under or with respect to the Regulatory Agreement,
and agrees that Lender, at Lender's sole election, will have the right (but not the obligation)
to cure any default by Borrower under the Regulatory Agreement on its and/or Borrower's
behalf. Governmental Entity hereby represents and warrants that, to the best of its
knowledge, there is no current default under the Regulatory Agreement.
7. Governmental Entity's Rights. Except as set forth in Sections 2 and 8 of this Agreement,
nothing in this Agreement is intended to abridge or adversely affect any right or obligation
of Borrower and/or Governmental Entity, respectively, under the Regulatory Agreement;
provided that, (A) the Regulatory Agreement may not be modified, amended, changed or
altered without the prior written consent of Lender so long as the Loan is secured by the
Property and (B) for so long as the Loan is secured by the Property, notwithstanding the
terms of the Regulatory Agreement to the contrary, neither Borrower nor Governmental
Entity will, without Lender's prior written consent, exercise or seek any right or remedy
under the Regulatory Agreement or available at law or in equity which will or could result
in (i) a transfer of possession of the Property or the control, operations or management
thereof, (ii) collection or possession of rents or revenues from or with respect to the
Property by any party other than Borrower or Lender; (iii) appointment of a receiver for
the Property; (iv) application of insurance or condemnation proceeds other than as
approved by Lender pursuant to the Loan Documents; (v) removal or replacement of the
existing property manager of the Property; or (vi) a material adverse effect on Lender's
security for the Loan.
8. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar
disposition of the Property by Lender, (a) no consent will be required from Governmental
Entity, and (b) the Regulatory Agreement will automatically terminate.
9. Refinancing. Governmental Entity agrees that its agreement to subordinate hereunder will
extend to any new mortgage debt which is for the purpose of refinancing all or any part of
the indebtedness evidenced by the Loan Documents (including reasonable and necessary
costs associated with the closing and/or the refinancing, and any reasonable increase in
proceeds for rehabilitation in the context of a preservation transaction). All terms and
covenants of this Agreement will inure to the benefit of any holder of any such refinanced
debt, and all references to the Loan Documents and Lender will mean, respectively, the
refinance loan documents and the holder of such refinanced debt.
10. Miscellaneous Provisions.
(a) This Agreement represents the entire understanding and agreement between the
parties with regard to the matters addressed herein, and will supersede and cancel
any prior agreements with regard to such matters.
Subordination Agreement — Regulatory Agreement Only Page 3
(b) If there is any conflict or inconsistency between the terms of the Regulatory
Agreement and the terms of this Agreement, then the terms of this Agreement will
control.
(c) This Agreement will be binding upon and will inure to the benefit of the respective
legal successors and permitted assigns of the parties to this Agreement. Without
prior notice to or the consent of the Governmental Entity or the Borrower, the
Lender may freely transfer or assign the Loan and the Loan Documents, including
this Agreement, in whole or in part, and the Governmental Entity acknowledges
and agrees that any future legal holder of the Note will automatically be a legal
successor and permitted assignee of Lender hereunder, without the necessity of any
further action or instrument. No other party will be entitled to any benefits under
this Agreement, whether as a third -party beneficiary or otherwise.
(d) If any one or more of the provisions contained in this Agreement, or any application
of any such provisions, is invalid, illegal, or unenforceable in any respect, the
validity, legality, enforceability, and application of the remaining provisions
contained in this Agreement will not in any way be affected or impaired.
(e) Each notice, request, demand, consent, approval or other communication
(collectively, "Notices," and singly, a "Notice") which is required or permitted to
be given pursuant to this Agreement will be in writing and will be deemed to have
been duly and sufficiently given if (i) personally delivered with proof of delivery
(any Notice so delivered will be deemed to have been received at the time so
delivered), or (ii) sent by a national overnight courier service (such as FedEx)
designating earliest available delivery (any Notice so delivered will be deemed to
have been received on the next Business Day following receipt by the courier), or
(iii) 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 will be deemed to have been received on the date of
delivery as confirmed by the return receipt), addressed to the respective parties as
follows:
If to Governmental Entity:
City of Miami
444 S.W. 2nd Avenue, Suite 200
Miami, Florida 33130
If to Lender:
CBRE Capital Markets, Inc.
c/o CBRE Loan Services, Inc.
15377 Memorial Drive, Suite 400
Houston, Texas 77079
Attention: Chief Legal Officer
If to Borrower:
Subordination Agreement — Regulatory Agreement Only Page 4
(f)
GH Emerald Terrace, L.P.
c/o Starwood Asset Management
400 Galleria Parkway, Suite 1450
Atlanta, Georgia 3 03 3 9
Attention.:. Hays Meyer
Any party, by Notice given pursuant to this Section, may 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 will only be effective upon receipt. Neither party will refuse or reject
delivery of any Notice given in accordance with this Section.
Each of the parties will, whenever and as often as they are requested to do so by the
other, execute, acknowledge and deliver, or cause to be executed, acknowledged or
delivered, any and all such further instruments and documents as may be reasonably
necessary to carry out the intent and purpose of this Agreement, and to do any and
all further acts reasonably necessary to carry out the intent and purpose of this
Agreement.
(g) This Agreement will be governed by the laws of the State in which the Property is
located.
(h) Each person executing this Agreement on behalf of a party hereto represents and
warrants that such person is duly and validly authorized to do so on behalf of such
party with full right and authority to execute this Agreement and to bind such party
with respect to all of its obligations under this Agreement.
(i)
No failure or delay on the part of any party to this Agreement in exercising any
right, power, or remedy under this Agreement will operate as a waiver of such right;
power, or remedy, nor will any single or partial exercise of any such right, power
or remedy preclude any other or further exercise of such right, power, or remedy or
the exercise of any other right, power or remedy under this Agreement.
(j) Each party to this Agreement acknowledges that if any party fails to comply with
its obligations under this Agreement, the other parties will have all rights available
at law and in equity, including the right to obtain specific performance of the
obligations of such defaulting party and injunctive relief.
(k) This Agreement may be assigned at any time by Lender to any subsequent holder
of the Note.
(1) This Agreement may be amended, changed, modified, altered or terminated only
by a written instrument signed by the parties to this Agreement or their successors
or assigns.
Subordination Agreement — Regulatory Agreement Only Page 5
(m) This Agreement may be executed in two or more counterparts, each of which will
be deemed an original but all of which together will constitute one and the same
instrument.
(n) Nothing in this Agreement is intended, nor will it be construed, to in any way limit
the exercise by Governmental Entity of its governmental powers (including police,
regulatory and taxing powers) with respect to Borrower or the Property to the same
extent as if it were not a party to this Agreement or the transactions contemplated
by this Agreement.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE REGULATORY
AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN
OF THE MORTGAGE.
[SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW]
Subordination Agreement — Regulatory Agreement Only Page
IN WITNESS WHEREOF, the undersigned have executed .this Agreement as of the day and year
above written.
Witness Sign
Printed Name:
Address: PP)
City, State, Zip: 44 J`,,,.- 0--nr`^r
?7azo
Witness Signatur4 : r'
C
Printed Name: A�9 M -i2`i:1 A)
Address:
City, State, Zip: Cit)
GOVERNMENTAL ENTITY
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Name:
Title: Ce
STATE OF 1') 0 C
CITY/COUNTY OF Iti1, C* — I , ss:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
state aforesaid and in the county aforesaid to take acknowledgmen s, by means of IX -physical
presence or ❑ online notarization, personally appeared et. m-.S S , to me known
to be the person described in and who execu ed the fore ,g instrument as the
j-LA YVA 4,4 5 ,e / of 1 j b e- M a wA_.1 , a
Pjt1n “ rC ` 1 ; } ,and acknowledged to e that he/she as such officer, being
authorized to do so, execute the foregoing instrument for the purposes therein contained in the name
of such by himself/herself as
Witness my hand and official seal in the county and state aforesaid, this c9 7 day of
, 2026.
i
'.F
tea,
OF FAO•.
�� OFELIAE.GONZALEZ
h'uu s MY COMMISSION # HH 408741
'e EXPIRES: August 2.2027
My Commission Expires:
Subordination Agreement — Regulatory Agreement Only
Page 7
Witness S'
BORROWER
GH EMERALD TERRACE, L.P., a Delaware
limited partnership
Printe . Name:
Address: 4d
City, State, Zip: ,. — , *:, /Ii t.
Witness
Printed Name: /4.Iik Oen)
Address: % /� �
City, State, Zip:., 4,, /1/y /' '
� '� '� By: GH Emerald Terrace GP, L.L.C., a Delaware
limited liability company, its general partner
By:
Michael Utz
Authorized Signatory
STATE OF NM 110i
CITY/COUNTY OF MAJ Thy. , ss:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
state aforesaid and in the county aforesaid to take acknowledgments, by means of BR physical
presence or ❑ online notarization, personally appeared Michael Utz, to me known to bi the person
described in and who executed the foregoing instrument as the Authorized Signatory of GH Emerald
Terrace GP, L.L.C., a Delaware limited liability company, general partner of GH Emerald Terrace,
L.P., a Delaware limited partnership, and acknowledged to me that he/she as such officer of the
general partner, being authorized to do so, executed the foregoing instrument for the purposes therein
contained in the name of such limited partnership by himself/herself as Authorized Signatory of the
general partner.
Witness my hand and official seal in the county and state aforesaid, this G v day of
, 2026.
My Commission Expires: 0 14
Notary Public
``�IIIIIII1////
� EY A ♦
♦7 ST,
♦ OF NEW YORK
%NOTARN j
1 QuaBRed to k
no �� 01M/0043 92 "/
s/
/i/ 'D(PIRE7NN‘s
Subordination Agreement — Regulatory Agreement Only Page 8
Witness Signature: P
Printed Name: qua its% Perez
Address:153'11 Memorial Dr.
City, State, Zip: frlou3fpn, TX 11014
Witness Signature:
40414
4
Printed Name: Ot V1Ol S ,. b4/%04.14
Address: j5.3?1 PV.
City, State, Zip: ust?2021
STATE OF T c
CITY/COUNTY OF -\arn S , ss:
CBRE CAPITAL MARKETS, INC., a Texas
corporation
By:
Assistant Vice President
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
state aforesaid and in the county aforesaid to take acknowledgments, by means of in physical
presence or El online notarization, personally appeared t' ry el\ MCy er , to me known
to be the person described in and who executed the foregoing instrument as the
�(l of CBRE Capital Markets, Inc., a Texas corporation, and
acknowledged to me that he/she as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained in the name of such corporation by himself/herself as
�3P
Witness my hand and official seal in the county and state aforesaid, this `7 day of
My Commission Expires: r'i(ny 7411.9770
ry Public
FREDERICK BALLARD
My Notary ID # 133732969
Expires May 26, 2030
EXHIBIT A
LEGAL DESCRIPTION
Emerald Terrace
PARCEL 1: (FEE SIMPLE)
Lots 10, 12, 14, 16, 18, and the South 31.75 feet of Lots 1, 5, 7, 9, 11, 13, 15, 17, 19, and 21, LESS
and EXCEPT the West 4 feet of said Lot 21, EMERSON COURT, according to the Plat thereof,
recorded in Plat Book 6, Page 127, of the Public Records of Miami -Dade County, Florida.
PARCEL 2: (EASEMENT)
Easement for the benefit of Parcel 1 as set forth in Deed and Easements recorded in Deed Book
3124, Page 155; Deed Book 3416, Page 388 and Deed Book 4012, Page 173, of the Public Records
of Miami -Dade County, Florida, being more particularly described as follows:
That certain strip of land 18 feet and 6 inches depth, more or less, from North to South, and 30 feet
in width from East to West, contiguous to and immediately North of and being an extension of that
certain street known as NW 2 Court, Miami -Dade County, Florida, being easement to that strip of
land that lies between the subdivision of DU PONT SQUARE NORTH, as recorded in Plat Book
7, Page 18, and the subdivision of EMERSON COURT, as recorded in Plat Book 6, Page 127, of
the Public Records of Miami -Dade County, Florida.
PARCEL 3: (FEE SIMPLE)
Lots 22, 24, and 26, EMERSON COURT, according to the Plat thereof, recorded in Plat Book 6,
Page 127, of the Public Records of Miami -Dade County, Florida.
LESS and EXCEPT that portion conveyed to City of Miami, a Florida municipal corporation by
Right -of -Way Deed recorded in in Official Records Book 27220, Page 173, of the Public Records
of Miami -Dade County, Florida, being more particularly described as:
A portion of Lot 26, EMERSON COURT, according to the Plat thereof, as recorded in Plat Book
6, Page 127, of the Public Records of Miami -Dade County, Florida, being more particularly
described as follows: The external area of a circular curve to the Southeast, having a radius of
25.00 feet and 'tangent with the North boundary and the West boundary of said Lot 26.
F:
Subordination Agreement - Regulatory Agreement Only Page 10