HomeMy WebLinkAboutCALIFORNIA HOUSING FINANCE AGENCYINSURANCE NOT RFOU)EIEAD
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Aa,,4k 4k PURSUANT TO GOVERNMENT CODE
5k -%k ,, SECTION 27383
Recording requested by and
when recorded return to;
CALIFORNIA HOUSING FINANCE AGENCY
Office of General Counsel
P.O. Box 4034
Sacramento, CA 95812-4034
(space above this line for Recorder's use)
SUBORDINATION AGREEMENT
SNHP
A-2018-274
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR
SECURITY INTEREST IN THE PROPERTY BECONHNG SUBJECT
TO AND OF LOWER PRIORITY THAN THE LIEN(S) OF SOME
OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT dated as of December 1, 2018 for informational purposes, is entered
into by and between City of Santa Ana, a charter city and municipal corporation (the "Locality"),
Santa Ana Village LP, a California limited partnership ("Borrower"), and the California Housing
Finance Agency C Agency") a public instrumentality and political subdivision of the State of
California in connection with a loan by the Agency to Borrower to finance a multifamily residential
rental housing project on real property located in the City of Santa Ana, County of Orange, California
and more particularly described on Exhibit A attached hereto and incorporated herein by this
reference ("Project'). Unless otherwise noted, references to instruments recorded in "Official
Records" refer to instruments recorded in the Office of the County Recorder of the County of Orange.
RECITALS
A. WHEREAS, Borrower and the Locality have or will encumber the Project with the
following documents related to the financing and/or development of the Project:
1. That certain Affordability Restrictions on Transfer of Property dated as of
December 4, 2018 (the "Locality Regulatory Agreement') by and between the Locality and the
Borrower to be recorded in the Official Records substantially concurrently herewith;
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2. A HOME Loan Agreement dated as of August 21, 2018 (the "Locality Loan
Agreement") by and between the Locality and the Borrower, recorded on September 18, 2018 in the
Official Records as Instrument No. 2018000341750, securing a loan by the Locality to the Borrower;
3. A City Home Deed of Trust and Assignment of Rents dated as of December 4,
2018 (the "Locality Deed of Trust") by and between the Locality, as beneficiary, and the Borrower, to
be recorded in the Official Records substantially concurrently herewith, securing a loan by the
Locality to the Borrower;
The Locality Loan Agreement, the Locality Deed of Trust and any other documents,
recorded or unrecorded pertaining to the Project and the Locality loan, with the exception of the
Locality Regulatory Agreement, are collectively referred to herein as the "Locality Documents."
B. WHEREAS, the Agency is making, contemporaneously with the making of this
Agreement, a loan to Borrower (the "SNHP Loan"). The SNHP Loan is evidenced by a promissory
note from the Borrower to the Agency in the face amount of Two Million Nine Hundred Twelve
Thousand and No/100s Dollars ($2,912,000.00), titled "California Housing Finance Agency, SNHP
Promissory Note, CaIHFA Development No. 17-047-M " (the "SNHP Promissory Note") and
secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American
Title Company, as trustee, in favor of the Agency, as beneficiary, and is titled "California Housing
Finance Agency, SNHP Deed of Trust With Assignment of Rents, Security Agreement and Fixture
Filing, CaIHFA Development No. 17-047-M" dated December 1, 2018 (the "SNHP Deed of Trust")
to be recorded in the Official Records contemporaneously with this Agreement. The Project shall
also be regulated and encumbered by a regulatory agreement executed by Borrower and the Agency
titled "California Housing Finance Agency, SNHP Regulatory Agreement, CaIHFA Development No.
17-047-M" dated as of December 1, 2018 (the "SNHP Regulatory Agreement') to be recorded in the
Official Records contemporaneously with this Agreement. The SNHP Regulatory Agreement, SNHP
Promissory Note, SNHP Deed of Trust and related unrecorded documents, including but not limited
to that certain SNHP Loan Disbursement Agreement (if applicable), and the Capitalized Operating
Subsidy Reserve Agreement (if applicable), shall hereafter be collectively referred to herein as the
"SNHP Loan Documents";
C. WHEREAS, it is a condition precedent to the Agency making the SNHP Loan that the
SNHP Loan Documents have priority over the Locality Documents; and
D. WHEREAS, it is beneficial to all parties that the Agency make the SNHP Loan, and
the parties are willing to subordinate the Locality Documents in order that the SNHP Loan be made.
NOW THEREFORE, In consideration of the foregoing and other consideration the receipt
and sufficiency of which are hereby acknowledged, and in order to induce the Agency to make the
SNHP Loan, the parties hereto agree as follows:
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1. Subordination of Locality Documents.
(a) The Locality and Borrower hereby unconditionally subordinate the Locality
Documents to the SNHP Loan Documents, including all extensions, modifications, incremental
disbursements of the original amount of the SNHP Loan if made during construction, or additional
advances made thereunder, but specifically excluding the Locality Regulatory Agreement, which is
intended hereby to be senior to the SNHP Loan Documents. Hereafter, the SNHP Loan Documents
shall unconditionally be, and remain at all times, liens and encumbrances on the Project prior and
superior to the encumbrances of the Locality Documents and to all rights and privileges of the parties
thereunder, and the liens and encumbrances of the Locality Documents together with all rights and
privileges of the parties thereunder shall hereby be subject to and made subordinate to the liens and
encumbrances of the SNHP Loan Documents. In the event of a judicial or non judicial foreclosure of
the SNHP Loan Documents, the lien of the Locality Documents shall be extinguished.
(b) The Agency agrees that it shall use its best efforts to provide Locality with a
copy of all initial notices of default provided to Borrower under the SNHP Loan Documents,
provided, the Agency shall have no liability to Locality and/or Borrower for its failure to do so, nor
shall failure to do so constitute grounds for any restraining order, injunction, or other prohibition
against or delay in the Agency's exercise of its remedies under the SNHP Loan Documents. The
Agency shall not record a Notice of Default related to such initial notice during the period ninety (90)
days after the date of such initial notice if such notice relates to a nonmonetary default or defaults
under the SNHP Loan Documents. During the term of such period Locality shall have the right, but
not the obligation, to cure any nonmonetary default under such initial notice. Notwithstanding the
foregoing, if at any time following the date of the initial notice, there shall occur or be continuing a
default in the payment of any amount due to the Agency under the SNHP Loan Documents, the
Agency shall have the right to, and in its sole discretion may, record a Notice of Default and proceed
to foreclosure based upon any such nonpayment regardless of any extended cure period with respect
to nonmonetary defaults.
(c) Locality has read, understands and approves the SNHP Loan Documents and
agrees to be bound thereby in the event of its foreclosure or acquisition of the Project.
2. Representations. Locality hereby represents and warrants to the Agency that at the
time of execution of this agreement, the Borrower is in substantial compliance with its obligations to
the Locality under the terms of the Locality Documents, and Locality has read and understands the
SNHP Loan Documents and agrees that in the event the Agency detem3ines there is a conflict of
terms between the SNHP Loan Documents and Locality Documents, the terms of the SNHP Loan
Documents shall prevail.
3. Attorneys Fees & Costs. If any party shall take any action to enforce or otherwise
relating to this Agreement, the prevailing party or parties shall be entitled to recover reasonable
attorney's fees and costs from the other party or parties.
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4. Amendments. Amendments to this Agreement shall be in writing and signed by all
the parties hereto.
5. Governing Law. This Agreement shall be construed in accordance with and be
governed by the laws of California.
6. Countemarts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute one and the same instrument.
7. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, it shall not invalidate or render unenforceable
any other part of this Agreement.
REMAINDER OF PA GEINTENTI®NALLYLEFT BLANK
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NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A
PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL
PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE
EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
LOCALITY:
CITY OF SANTA ANA, a
charter city and municipal corporation
By:L/'e
Name ti q &coA ivti 2 2 IC
Title: C41 ManatweV
w
Clerk of the Council
Dated: I d -H ( J
Attorney
Recommended for pproval:
Steven A. Mendoza
Executive Director
Community Development Agency
SANTA ANA VILLAGE LP, a
California limited partnership
By: JHC-Santa Ana Village LLC, a
California limited liability company
Its: Managing General Partner
By: Jamboree Housing Corporation, a
California nonprofit public benefit
corporation
Its: Manager
By:_
Name
Title:
AGENCY:
CALIFORNIA HOUSING FINANCE
AGENCY, a public instrumentality and political
subdivision of the State of California
ILa
Title:
ACKNOWLEDGEMENTS
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document, to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange )
On December 5. 2018 before me, Rosa A. Flores, Notary Public
(insert name and title of the officer)
personally appeared Robert C. Cortez who proved to me on the basis of satisfactory evidence to
be the person,(srjwhose name,( is faresubscribed to the within instrument and acknowledged tome
that hefsheftherexecuted the same in hisfhe#their-authorized capacity(iesj, and that by his/her4theif
signatureW on the instrument the personas), or the entity upon behalf of which the persorl(4acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
ROSA A. FLORES
<r r Notary Public - California _
Orange County
Commission - 2228450
My Comm. Expires Feb 7, 2022
c
Signature (Seal)
EXHIBIT A
Legal Description
The land referred to in this Commitment is situated in the City of Santa Ana, County of
Orange, State of California, and is described as follows:
PARCEL "B" AS SHOWN ON LOT LINE OF ADJUSTMENT NO. 91-01, AS EVIDENCED BY
DOCUMENT RECORDED JUNE 17, 1991 AS INSTRUMENT NO. 91-306696 OF OFFICIAL
RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING ALL OF PARCEL 1 OF PARCEL MAP FILED IN BOOK 80, PAGES 32 AND 33 OF PARCEL
MAPS, RECORDS OF SAID ORANGE COUNTY, IN THE CITY OF SANTA ANA, COUNTY OF
ORANGE, STATE OF CALIFORNIA, TOGETHER WITH A PORTION OF SAID LOT "I" OF TRACT
NO. 13804, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE
WESTERLY LINE OF SAID LOT "I" SHOWN AS "N 0038'52" W 102.24"' ON SAID MAP; THENCE
NORTH 890 21'08" EAST 8.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89°
21'08" EAST 6.00 FEET; THENCE SOUTH 0° 38' 52" EAST 25.42 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 61.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21- 02'
22" AN ARC LENGTH OF 22.40 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 59.00 FEET; THENCE SOUTHERLY ALONG
SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS NORTH 68° 18'46" EAST,
THROUGH A CENTRAL ANGLE OF 210 02'22" AN ARC LENGTH OF 21.67 FEET; THENCE
SOUTH 00 38'52" EAST 40.58 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET; THENCE SOUTHEASTERLY
ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19° 14'30" AN ARC LENGTH OF 36.94
FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 50.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, FROM
AN INITIAL RADIAL LINE WHICH BEARS SOUTH 700 06'38" WEST, THROUGH A CENTRAL
ANGLE OF 240 54'33" AN ARC LENGTH OF 21.74 FEET TO THE BEGINNING OF A COMPOUND
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 110.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE, FROM AN INITIAL RADIAL LINE WHICH BEARS
SOUTH 450 12'05" WEST, THROUGH A CENTRAL ANGLE OF 22° 02'09" AN ARC LENGTH OF
42.31 FEET TO A POINT IN THAT CERTAIN COURSE IN THE EASTERLY LINE OF SAID LOT "I"
SHOWN AS "NORTH 00 40'13" WEST 132.34"' ON SAID MAP; SAID POINT LYING 7.00 FEET
NORTHERLY ALONG SAID COURSE, FROM ITS SOUTHERLY TERMINUS; THENCE SOUTH 0°
40'13" EAST 7.00 FEET TO SAID SOUTHERLY TERMINUS, THENCE ALONG THE SOUTHERLY,
EASTERLY AND NORTHERLY LINES OF SAID PARCEL 1 THE FOLLOWING COURSES: NORTH
890 32' 17" EAST 268.75 FEET; NORTH 00 35'48" WEST 211.42 FEET; SOUTH 89° 33' 30" WEST
317.87 FEET; AND WESTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 17.00 FEET, THROUGH A CENTRAL ANGLE OF
900 12'22" AN ARC LENGTH OF 26.76 FEET TO THE TRUE POINT OF BEGINNING.
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EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW AND
HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY RIGHT OF
ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY PURPOSES
WHATSOEVER, AS RESERVED BY THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES,
A CORPORATION SOLE, IN THE DEED RECORDED MAY 28, 1976 IN BOOK 11753, PAGE 849 OF
OFFICIAL RECORDS.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS
NOW AND HEREAFTER IN, ON AND UNDER THAT PART OF SAID LAND BUT WITHOUT ANY
RIGHT OF ENTRY UPON SAID LAND OR WITHIN SAID TOP 500 FEET THEREOF FOR ANY
PURPOSES WHATSOEVER, AS RESERVED IN A DEED RECORDED MAY 28, 1975 IN BOOK
11754, PAGE 935 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON
SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER SAID LAND, WITHOUT RIGHT OF
SURFACE ENTRY, AS RESERVED BY D&D DEVELOPMENT COMPANY, A CALIFORNIA
CORPORATION, IN DEED RECORDED JULY 10, 1991 AS INSTRUMENT NO. 91-356825 OF
OFFICIAL RECORDS.
APN: 144-341-07 (Affects: Portion of said land) and 144-551-51 (Affects: Portion of said land)
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A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
ss.
County of
On
Public, personally appeared
before me,
a Notary
, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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ACKNOWLEDGEMENTS
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
ss.
County of )
On before me,
Public, personally appeared
a Notary
, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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