Subordination Agreement 05/19/2010
Prepared by and return to:
Gerald J. Biondo, Esq.
Murai Wald Biondo & Moreno, P .A.
1200 Ponce de Leon Blvd
Coral Gables, FL 33134
SUBORDINATION AGREEMENT
This Subordination Agreement is made and entered into this may of ~~ 2010 by
and between Monroe County, Florida, a political subdivision of the State of Florida (the" unty") and
Northstar Resort Enterprises, Inc., a Florida Corporation ("Developer").
RECITALS
The following recitals are true and correct:
1. On or about March 19, 2008, Developer as Owner of real property legally described on Exhibit A
(the "Real Property") appended hereto and the County entered into a Development Agreement
which is recorded in Official Records Book 2352 at Page 2310 of the Public Records of Monroe
County, Florida (the "Development Agreement").
2. The [)eveloper will bifurcate the Real Property into two separate parcels. One parcel, which is
legally described on Exhibit B will be conveyed to Key Lake Villas LLC, a Florida Limited Liability
Company and will be developed as 110 affordable housing units (the" Affordable Parcel"). The
second parcel which is legally described on Exhibit C will be conveyed to Lakeview Gardens, Key
Largo LLC, a Florida limited liability company which entity will develop the same with up to 13
market rate units ( the "Market Rate Parcel"). A cross access and cross utility agreement will be
place'd of record granting cross easements to both parcels.
3. Construction Financing for the Affordable Parcel will be provided by Wells Fargo Bank, which will
be insured by the Office of Housing and Urban Development ("HUD").
4. HUD requires as a condition of said financing that the Development Agreement be subordinated
to the mortgage loan to be obtained in the approximate amount of $20,400,000 from Wells
Fargo Bank.
5. The County recognizes that the mortgage financing is extremely difficult to obtain in today's
economic times and that the HUD insured loan is a viable alternative for the Developer and
further acknowledges that the only way that the loan will close is if the Development Agreement
is subordinated to said financing.
NO"" THEREFORE in consideration of Ten Dollars and other mutual considerations, the receipt
and sufficiency of which is acknowledged, the parties agree as follows:
1. !~ecitals. The foregoing recitals are true and correct.
2. ~;ubordination. The County hereby subordinates the Development Agreement as it affects
the Affordable Parcel to a new loan to be obtained for the development of said real
property in the approximate amount of $20,400,000 from Wells Fargo Bank which mortgage
loan will be insured by HUD and is recorded in Official Records Book _ at Page
, of the Public Records of Monroe County, Florida. Accordingly, the
I)evelopment Agreement is expressly subordinate to the aforesaid HUD insured mortgage
on the Affordable Parcel for the construction and use for affordable housing, to any HUD
regulatory agreement placed of record, and subordinate to all applicable HUD mortgage
insurance regulation and administrative requirements. This subordination is not in any way
applicable to the Market Rate Parcel.
3. _ ChanRe of Ownership. The bifurcation of the Real Property and its conveyance to the
entities as set forth in Recital 2 (two) above is hereby approved and all obligations,
requirements, conditions, permits, rights and entitlements as provided for in the
Development Agreement and other development orders shall remain vested in the
respective entities as successor developers.
e, Clerk
'~::l Q.~W
State of Florida
County of Monroe
The foregoing instrument was acknowledged before me thisytJi day of
2010 by 5. Ivi a. ~ tvtur h on behalf of the Board of County Co
personally known to me
He / She is
NOTARY P
Print Name:
Commission No:
My Commission Expires:
'~A"'''t~~-. PAMELA G. HANCOCK
1.'-'.. .f~ MY COMMISSION # DO 739412
lj.. t&i EXPIRES: February 7,2012
"~iif.~~" Bonded Thru Notary Public UndeIwriters
NORTHSTAFt
Signatures to follow on separate page
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NORTHSTAR RESORT E ERPRISES, me.
l/ t.L ~
G/
Print Name:. ::iA(!Jj;S e. S/lv L/(')E/l...5'
State of Florida
County of Monroe
The foregoing instrument was acknowledged before me this ;2? day of bYtI L
2010 by ~~~ C - SAc.< ~JeVt. 5 on behalf of Northstar Resort Enterprises Corp. He / She is
~!lOwn to ~r has produced as identification.
(JL(
My Commission Expires:
NOTARY P '\iTATE OF FlO~A
Print Nam · \ )\.QIN) A- E IJ r0t,l L
Commission No: \
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Exhibit A
Original Legal Description used for Development Agreement which is recorded in
Official Records Book 2352 at Page 2310 of the Public Records of Monroe Cou~ty,
Florida.
LE~GAL DESCRIPTION
All theJt part of Lots 5.12 and 13, in Section 6. Township 61 South. Range 40 East,
which is West of a Line beginning at a point on the center of the South boundary
of Lot 13. and extending straight through the center of Lots 13 and 12 and through
Lot 5, of the Southeast side of MONROE COUNTY ROAD; 011 said Land being on the
South side of the FLORIDA EAST COAST RAILROAD Right-of-Way, according to the Plat
thereclf as Recorded in Plat Book 1, at Page 68. of the Public Records of MONROE
COUNTY. FLORIDA.
TOGETHER WlTH
A Portio of Lots twelve (12) and thirteen (13), Section $ix (6). Township sixty one (61)
South, Range forty (40) East, according to the Survey made by P.F. JENKINS and
Recorded in Plat Book 1, Page 68, of the Public Records of MONROE COUNTY, FLORIDA
and b1eing more particularly described as follows:
Commence at the Southeast corner of said Lot thirteen (13); thence in a Westerly
direction along the South boundary line of said Lot thirteen (13), S69-04'38'.W a distance
of 331.48 feet; thence NOO-40'47"W aDISTANCE OF 381.09 feet to a POINT OF BEGINNING;
thenCE~ continue NOO-40' 47"W a distance of 1 0.33.82 feet; thence N89i 9'13"E for a distancE
of 17.00 feet; thence 500.40' 47"E for a distance of 901.27 feet; thence N69-19'13"E for a
distanc:e of 8.00 feet; thence 500-40'4 7uE for a distance of 132.65 feet; thence S89-19'13"
for a distance of 2'5.00 feet to the POINT OF BEGINNING.
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Exhibit B
Affordable Parcel
LEGAL DESCRIPTION:
Keys Lok. Villos parcel (HUD porc.l)" ",ore particularly described as Follows:
PARCEL 1
All that part of Lots 5. 12 and 13. in .~ctten 6. Township 61
South. Range 40 East. which is West of a line beginning at a
point on the center of the South boundary of Lot 13, and
extending straight through the center of Lots 13 and 12.
and through Lot 5 to the Southeast side of the Monroe
County Rood; all of said land being on the South side of the
Florida East Coast Railroad Right of Way. according to the
Plot thereof. recorded in Plat Book 1 at Page 68 of the
public records of Monroe County. Florida.
PARCEL 2
A portion of Lots 12 and 13, Section 6" Township 61 South. Range
40 East, according to a surv.y l'Iad. by p.r. -wnkins and redorcWd
In Plot Book 1, Page 68 0' tM public r.cords 0' Monroe County,
F"lorido ond b.ing ...ore particularly described as 'ollows:
COI'tIWnce ot the southttost corn.r 0' said Lot 13J tMnce In 0
w.st.rly dir..ction alo!"Q the south boundary line of said Lot 13,
South 89 d.gr... 04'38- "'tPst, a distanc. of 331.48 f'eet; thence
North 00 ..gr.es 40'47- Vest, 0 distance of' 381.69 '.et to 0
Point 0' B.ginning; th_nct' continu. North 00 .gr.es 40'47- Wt'st,
a distance of 1033.82 FeetJ thence North 89 degr.e. 19'13- Eost.
a distance of 17.00 F'e.tJ tn.nce South 00 cMgrees 40'47- East, a
distance 0' 901.27 '.et; thence North 89 d.gr..s 19'13- East, a
distance of 8.00 Feet; thence South 00 deg,..es 40'47- East, a
distance of" 132.55 FeetJ thence South 89 degrees 19'13- "'est,
a distance of 25.00 'eet to the Point of' Beginning.
LESS AND EXCEPT:
Lakev.w Gardens parc.l (Non-HUn parcel), part of said Parcttls 1 and 2, ...or. particular-Iy
d.scrib.d as 'oUows:
COfIYWnce at the intersection of tM 10tUn. co......on to Lots 9 and 12, according
to tM plat by p.r. Jenkins r.cord.d in Plat Book 1 at Pag. 68 of' the- public
records of Monroe County. rlorida, with th. existing southeasterly right of way
Un. of State Road No. 5 <US Hwy No. I)) th.nclt S 0.40'47-[ along said lotUn., b.ing also the
ct'nterlin. of on un-na"'.d 30 Foot wid. roadway according to said plat, For 792.06 Feet to
th. Point of Beginning. thence N 89-19'13-( For 8~.09 Feet to the Point of Curvature of 0
circular curv., concav. to the southw.st, having For its el.",ents G Radius of 20.0 F..t and a
Central Angt., 0' 90.00'42-; thence southeosterly along the arc of sold curve for 31.42
f.et to the Point of TongencYJ thence S 0.40'05-[ for 40.79 f'.et to the Point 0' Curva-
ture of a ci'''cular curve, concave to the northeast, having For its .l.....nts a Radius of"
49.0 'e.t onol 0 Centrol Angle of 118-14'23-; thence easterly olong tM arc of said curve
for 101.12 F.et to the Point of Tangency; thence N 61.05'32-[ For 150.57 Feet to the Point
of' Curvature of 0 circular curve, conco v. to the northwe-st, ha vlng 'or its .l.....nts a
Radius of 25.0 Fe.t and a Central Angle 0' 61-45'53-; thence olong the orc of said curve
For 26.95 fe.t to th. POint of Tongency; thence N 0-40'21-W For 43.21 F.et; thence
N 89-19'13-( For 32.27 F..t to the "'ost easterly lin. of the aFor. describ.d Parcel 2;
thence S 0.40'47-[ olong sold "'ost .ast.rly line 0' ParC.1 2 For 132.55 '.et; thence
S 89.19'13-'" along tn. southerly lin. of .aid ParC.1 2 'or 25.0 f'..t to th. .ost.rly lin.
of aFore described Parcel Ii thence S 0-40'47-E along sold east.rly Une 0' Porcel 1 'or
381.69 Feet to the southerly line of said Parcell; th.nce S 89-04'23-'" olong soid southerly
line of Porc.l 1 For 329.37 F.et to the said c.nterline of said 30 Foot wid.
un-nQ"'ed roadway; thence N 0-40'47-'" along said centerline For 483.56 Feet to tne
Point of Beginning. Containing 145652 square Feet or 3.3437 acres, More or less.
Subject to Qnd Together with: A 5 foot wiele by 206.10 feet tong PeelestriGn (Qsel'lent, Qeljoining
and parQUel with the easterly right of way line of' said 30 Foot wide un-na...ed roadwaYI More
particularly described as Follows:
COMMence at .the intersection of the totUne COMMon to Lots 9 and 121 according to the plot
by p.r. Jenkins; I r.cord.d in Plot Book I at Page 68 of public records of Monroe County, rlorida,
with the .xisting south.ost.rly right of way Une of Stat. Rood No. 5 <US Highway No.1); thence
S 0'40'47"( Giang 5GicI tottlne. being Gtso the centertine of Cln un-nCll'lt'e1 30 foot wide rOGdwClY
according to said plat, For 792.06 F.et; th.nce N 89-19'13-[ For 15.0 Feet to the eosterly
right of" way line of said 30 'oat roadway and th. Point of Beginning: thence continue N 89-19'13-E
for 5.0 F.et; thence S 0-"0'47-( For 206.10 feet; thence S 89-19'13-'" For 5.0 F.et to soid
.asterly right of way line; thence N 0-40'47-'" For 206.10 F..t along said right of way Une to
the Point of Beginning; containing 1031 square Feet, "'ore or less.
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Exhibit C
Non-HUD Parcel
(Identified as the "LESS AND EXCEPT" area shown in the LEGAL DESCRIPTION)
LEGAL DESCRtPTION:
K..ys LOok. ViUGS po.re.l CHUD parc.')~ ",ore po.r-ticutGrly dl'scrib.d 0.5 Follows:
PARCEL 1
All that part of Lots 5. 12 and 13. in .~ct..n 6. Township 61
South. Range 40 East. which is West of a line beginning at a
point on the center of the South boundary of Lot 13, and
extending straight through the center of Lots 13 and 12.
and through Lot ~ to the Southeast side of the Monroe
County Rood; 011 of said land being on the South lide of the
Florida East Coost Railroad Right of Way. according to the
Plat thereof. recorded in Plat Book 1 at Page 68 of the
public records of Monroe County. Florida.
PARC[L 2
A portion of Lots 12 and 13~ Section 6~ Township 61 South. Range
40 East, o.ccord!ng to 0. surv.y "0.. by p.r. J.nkins and rtrdord.d
In PlGt Book 1, Pog. 68 of tM public records 0' Monro. County,
rtOr"idG and b.ing ",or. particularly de'5crlb.d 0.5 follows:
C()IIlJWnce at the southeast corn.r 0' said Lot 13J tn-nc. In 0.
..st.rly dir.ction along the- south boundary Un. 0' said Lot 13,
South 89 d.gr..s 04'38- V.st, a distanc. 0' 331.48 F..t; thenc.
North 00 cktgrees 40'47- V.st, G distance ot 381.69 '..t to a
Point of' Beginning; th.ne. continu. North 00 agr..s 40'47- W.st,
a distance of' 1033.82 F..tJ thence North 89 d.gr.es 19'13- [ost.
a distanc. of' 17.00 Fe.t) tMnc. South 00 eMgr..s 40'47- East, a
disto.ne. of 901.27 '..t; th.nce North 89 d.gr..s 19'13- East. a
distone. of 8.00 F..t; th.nc. South 00 ca.gr... 40'47- East, 0.
distance of' 132.S~ F..t; th.nce South 89 d.gr"..s 19'13- Vest,
a distanc. o~ 25.00 f..t to the Point of' B.glnning.
LESS AND EXCEPT.
.J,
Lak.vittw Gardens pGrc.1 CNon-HUD po.re.l), part of said Parc.ls 1 and 2, ...or. particularly
d4Pscrib.d as Follows:
C()IIUWnce at the intersection of the 10tUne co......on to Lots 9 ana 12, Gccording
to th4P plot by p.r. Jtrnkins r.corcNd in Plat Book 1 at Pag. 68 of the public
r.cords of Monroe County. rtorido, with th. existing soutMast.rly right of way
Un. of StGt. Road No.5 <us Hwy No. I), thence S 0-40'47-[ along said totUn., being also th.
c.nt.rUne of on un-na"'.d 30 Foot wide roadway according to said piG t, For 792.06 Feet to
the Point of' Beginning. thence N 89-19'13-[ For 841.09 F.et to the Point of Curvatur. of' a
circular curv., concav. to th. southw.st, hGving For its .I.....nts Cl RGdius of' 20.0 F..t and a
Central Angle of 90-00'42-; t~nce southeast.rly atong the arc of sold curve 'or 31.42
F..t to th. Point of To.ngency; th.nc. S 0-40'05-E For 40.79 Fe.t to the Point of' Curva-
tur. of 0. circular curv., concave to th. north.o.st, having For its .1.....nt5 0. Radius of
49.0 Feet and a C.ntrGI Angle of 118-14'23-; thence eo.st.rly o.tong the orc of said cur-v.
For 101.12 F.et to the Point of Tangency; thence N 61-05'32-[ For 1~0.S7 F..t to the Point
of Curvatur.. 0' 0. circular curve, concave to the- northw.st~ having For its .t.",.nts 0.
Radius of 2S.0 Fe.t and 0. C.ntrOI Angle of 61-45'~3-; th.nce along tN ore of said curve
For 26.95 Feet to thtt Point of To.ng.ncYJ the-nce N 0-40'21-W For 43.21 FeetJ thenctt
N 89-19'13-[ For 32.27 F..t to the "'ost easterly line of th. arore d.scrib.d PG....c.l 2;
thl'nc. S 0-40'47-[ olong said ...ost .o.sterly tine of Parcel 2 'or 132.SS F.eti thence
S 89-19'13-V Glong the south.rty line of said PGrcel 2 'or 25.0 F..t to the east.rly line
of oFore describttd Parcell; th.nce S 0-40'47-[ Gtong said .ast.rly Un. 0' Po.rC.l 1 For
381.69 re.t to the south.rly Un. of soid Parcel Ii thence S 89-04'23.V otong soid southerly
line of ParceL 1 For 329.37 F..t to tn. said c.nt.....Un. of said 30 Foot wide
un-na"'ed roadway; thence N 0-40'47-" along said centerUne For 483.56 Fe..t to the
Paint of' Beginning. Containing 145652 square feet or 3.3437 acres, ",ore or less.
Subject to and Together with: A 5 Foot wide by 206.10 F.et tong PedestriGn [Qs.....nt. adjoining
Qnd parQUet wit" the eQsterly right of WQY line oF' SQid 30 foot .ide un-nQ,Med ....oad.ay, "'0.....
particula....ly described as follows:
Co......enc. a t tn. int.....s.ction of' the tatUn. COMMon to Lots 9 and 12, according to the pia t
by p.r. Jenkins, r.co....d.d in Plat Book 1 Q t Poge 68 of public records of Monro. County, F"toridQ,
with the existing south.ast.rly right of way line of State Road No. 5 (US HighwGY No.1); thence
S 0-40'47-[ along said lotUne, being also the centerUne of on un-na....d 30 Foot wide roadway
Gccording to Said pia t, For 792.06 F.etJ th.nce N 89-19'13-[ For 15.0 Feet to the easterly
right of way line of said 30 Foot roadway and the Point of Beginning: tMnce continue N 89-19'13-[
For 5.0 Feet; thence S 0-40'47-[ For 206.10 feetJ thence S 89-19'13-V Fo.... 5.0 F.et to said
eGsterly right of' way line; thence N 0-40'47-V For 206.10 F..t Glong SGid right of way tine to
the Paint of Beginning; containing 1031 square Feet, ...ore or tess.
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