HomeMy WebLinkAboutCORNERSTONE HOUSING PARTNERS LP (2)RECORDING REQUESTED BY:
A-2019-168-02
First American Title - NCS
WHEN RECORDED MAIL DOCUMENT TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
This Line for Recorder's Use Only
Amended and Restated City Home Deed of Trust and Assignment of Rents
Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75,00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax
( X ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
( ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
( ) Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE
BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE)
($3.00 Additional recording fee applies)
RECORDING REQUESTED BY:
First American Title - NCS
WHEN RECORDED MAIL DOCUMENT TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (N4-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
66.00
* a R 0 0 1 1 1 5 0 3 7 8 8+
2019000367176 3:20 pm 09124/19
47 422 DI A36 17
0.00 0.00 0.00 0.00 48.00 0.00 0.000.000.00 6.00
Above This Line for Recorder's Use Only
Amended and Restated City Home Deed of Trust and Assignment of Rents
Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax
( X ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
( ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
( ) Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE
BUILDING HOMES AND JOBS ACT FEE .
(SB-2; AFFORDABLE HOUSING FEE)
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($3.00 Additional recording fee applies)
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FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 27383
When Recorded Mail to:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
Nt5-M1go--A
AMENDED AND RESTATED CITY HOME DEED OF TRUST
AND ASSIGNMENT OF RENTS
(805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California)
THIS AMENDED AND RESTATED CITY HOME DEED OF TRUST AND
ASSIGNMENT OF RENTS (this "City Deed of Trust") made this 17 day of September, 2019
by CORNERSTONE HOUSING PARTNERS LP, a California limited partnership (the
"Truster"), AmeriNat, a Minnesota corporation (the "Trustee"), and the City of Santa Ana,
a charter city and municipal corporation (the "Beneficiary").
Wakeham-Grant Apartments, L.P. (the "Original Trustor") and the Beneficiary
previously entered into the Released Deeds of Trust (as defined below).
In connection with the Original Trustor's sale of the Property (as defined below) to
Trustor (the "Sale"), Original Trustor and Trustor desire to enter into that certain Assignment
and Assumption Agreement (HOME Loan), dated as of the date hereof, by and between the
Original Trustor and Trustor to effectuate the assignment of the HOME Loan Agreements (as
defined in the Agreement) to Truster (the "Assignment"), and the Beneficiary has consented
to such Sale and Assignment.
hi connection with the Assignment, the Beneficiary and Trustor desire to amend and
restate the Released Deeds of Trust, as set forth in this City Deed of Trust.
Truster, in consideration of the promises herein recited and the trust herein created,
irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the
property located in the City of Santa Ana, County of Orange, State of California, described in
the attached Exhibit A and more commonly known as 805, 810, 815, 816, 825, 828, 835,
and 904 S. Minnie Street, Santa Ana, California (the "Property");
TOGETHER with all the improvements now or hereafter erected on the Property, and
all easements, rights, appurtenances and all fixtures now or hereafter attached to the Property,
LEASES ARE UNRECORDED
all of which, including replacements and additions thereto, shall be deemed to be and remain
a part of the Property covered by this City Deed of Trust;
TOGETHER with the right, power and authority during the continuance of these
Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the
right, prior to any default by Trustor in payment of the indebtedness secured by this City Deed
of Trust or in the performance of any agreement under this City Deed of Trust, to collect and
retain these rents, issues and profits as they become due and payable; and,
TOGETHER with all articles of personal property or fixtures now or hereafter
attached to or used in and about the building or buildings now erected, or hereafter to be
erected, on the Property which are necessary to the complete and comfortable use and
occupancy of such building or buildings for the purposes for which they were or are to be
erected, including all other goods and chattels and personal property as are ever used or
furnished in operating a building, or the activities conducted therein, similar to the one herein
described and referred to, and all renewals or replacements thereof or articles in substitution
therefor, whether or not the same are, or shall be attached to said building or buildings in any
manner; and all of the foregoing, together with the Property, is herein referred to as the
"Security";
To have and to hold the Security together with acquittances to the Trustee, its
successors and assigns forever;
TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by an
amended and restated promissory note to the Beneficiary executed by Trustor of even date
herewith in the principal amount of FIVE MILLION, ONE HUNDRED, TWENTY-EIGHT
THOUSAND, ONE HUNDRED AND FIFTY-TWO DOLLARS ($5,128,152) (the "City
Loan Note"); (b) the performance of the covenants and agreements of Borrower contained in
the Agreement (as hereinafter defined); and (c) the payment of all other sums, with interest
thereon, advanced in accordance herewith to protect the security of this City Deed of Trust;
and the performance of the covenants and agreements of Trustor contained herein.
TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS:
1. The Loan Agreement. This City Deed of Trust is executed and delivered,
along with the City Loan Note and the Amended and Restated Loan Agreement, to benefit
the Property. A copy of said Amended and Restated Loan Agreement is on file as a public
record with the Beneficiary and is incorporated herein by reference (the "Agreement").
Trustor acknowledges that but for the execution of this City Deed of Trust, the Beneficiary
would not enter into the Agreement or City Loan Note secured by this City Deed of Trust.
2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and
has the right to grant and convey the Security; that except as disclosed on the Title Policy
insuring this City Deed of Trust, the Security is not encumbered except for obligations secured
by deeds of trust, or any other security agreement, to secure financing or refinancing for the
purchase and rehabilitation of the Property.
2
3. Repayment of the Loan. Trustor will promptly repay, when due, the principal
and interest, as required by the City Loan Note secured by this City Deed of Trust.
4. Subordination. This obligation secured by this City Deed of Trust shall be
subordinated to the Senior Loan.
5. Prior Mortgages and Deeds of Trust; Charges; Liens. Trustor shall perform
all of Trustor's obligations under any mortgage, deed of trust or other security agreement with
a lien which has priority over this Instrument, including Truster's covenants to make
payments when due (subject to an applicable notice and cure provisions). Trustor will pay all
taxes, assessments and other charges, fines and impositions attributable to the Security which
may attain a priority over this City Deed of Trust, by Trustor making any payment, when due,
directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of
amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor
will promptly discharge any lien which has priority over this City Deed of Trust; provided
that Trustor will not be required to discharge the lien of this CityDeed of Trust securing any
senior lender or any other lien described in this paragraph so long as Trustor will agree in
writing to the payment of the obligation secured by such lien in a manner acceptable to the
Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in,
legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the
Security or any part thereof.
6. Hazard Insurance. Trustor will keep the Security insured by such insurance
policies in such amounts and for such periods as called for in the Agreement. All insurance
policies and renewals thereof will include a standard mortgagee clause with standard lender's
endorsement in favor of the holder of any senior lender and the Beneficiary as their interests
may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right
to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor
shall promptly furnish to the Beneficiary, or its designated agent, the original insurance
policies or certificates of insurance, all renewal notices and all receipts of paid premiums. hi
the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary
or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if
not made promptly by Trustor. The Beneficiary shall receive 30 days (10 days for
nonpayment of premium) advance notice of cancellation of any insurance policies required
under this Section.
Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds,
subject to the rights of any senior lender, will be applied to restoration or repair of the Security
damaged, provided such restoration or repair is economically feasible and the security of this
City Deed of Trust is not thereby impaired. If such restoration or repair is not economically
feasible or if the security of this City Deed of Trust would be impaired, again, subject to the
rights of any senior lender, the insurance proceeds will be used to repay the loan secured by
this City Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned
by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30
days from the date notice is mailed by either of them to Trustor that the insurance carrier offers
to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized
to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or
repair of the Security or to repay the loan.
If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in
and to any insurance policy and in and to the proceeds thereof resulting from damage to the
Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums
secured by this City Deed of Trust immediately prior to such sale or acquisition subject to the
rights of any senior lender.
7. Preservation and Maintenance of Security. Truster will keep the Security in
good repair and will not commit waste or permit impairment or deterioration of the Security.
8. Protection of the Beneficiary's Security. If Truster fails to perform the
covenants and agreements contained in this City Deed of Trust or if any action or proceeding
is commenced which materially affects the Beneficiary's interest in the Security, including,
but not limited to, default under the City Deed of Trust securing any senior lender, eminent
domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt
or decedent, then the Beneficiary, at the Beneficiary's option, upon notice to Trustor, may
make such appearances, disburse such sums and take such action as it determines necessary
to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable
attorneys' fees and entry upon the Security to make repairs.
Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest
thereon, will become an indebtedness of Trustor secured by this City Deed of Trust. Unless
Trustor and the Beneficiary agree to other terms of payment, such amount will be payable
upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest
from the date of disbursement at the rate payable from time to time on outstanding principal
under the City Loan Note unless payment of interest at such rate would be contrary to
applicable law, in which event such amounts will bear interest at the highest rate permissible
under applicable law. Nothing contained in this paragraph will require the Beneficiary to
insure any expense or take any action hereunder.
9. hisnection. The Beneficiary may make, or cause to be made, reasonable
entries upon and inspections of the Security during normal business hours; provided that the
Beneficiary will give Truster reasonable prior written notice of inspection.
10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the
Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such
right or remedy. The procurement of insurance or the payment of taxes or other liens or
charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the
maturity of the indebtedness secured by this City Deed of Trust.
11. Remedies Cumulative. All remedies provided in this City Deed of Trust are
distinct and cumulative to any other right or remedy under this City Deed of Trust or any other
document, or afforded by law or equity, and may be exercised concurrently, independently or
successively.
12. Successors and Assigns Bound. The covenants and agreements herein
contained shall bind, and the rights hereunder shall inure to, the respective successors and
assigns of the Beneficiary and Trustor subject to the provisions of this City Deed of Trust.
13. Joint and Several Liability. All covenants and agreements of Truster shall be
joint and several.
14. Notice. Except for any notice required under applicable law to be given in
another manner, (a) any notice to Trustor provided for in this City Deed of Trust will be given
by certified mail, return receipt requested, addressed to Trustor at 17701 Cowan Avenue,
Suite 200, Irvine, CA 92614, Attn: President, with a copy to Union Bank, (b) any notice
to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary
at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention: Executive
Director (CDA), or at such other address as the Beneficiary may designate by notice to Trustor
as provided above, and (c) to Trustee at 8121 E. Florence Avenue, Downey, California
90240. Notice shall be effective as of the date received as shown on the return receipt.
15. Governing Law. This City Deed of Trust shall be governed by the laws of the
State of California.
16. Severability. In the event that any provision or clause of this City Deed of
Trust or the City Loan Note conflicts with applicable law, such conflict will not affect other
provisions of this City Deed of Trust or the City Loan Note which can be given effect without
the conflicting provision, and to this end the provisions of the City Deed of Trust and the City
Loan Note are declared to be severable.
17. CiiLions. The captions and headings in this City Deed of Trust are for
convenience only and are not to be used to interpret or define the provisions hereof.
18. Default in Foreclosure: Remedies. Upon Trustors breach of any covenant or
agreement of Trustor in this City Deed of Trust or the City Loan Note secured by this City
Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured
by this City Deed of Trust, the Beneficiary may declare all sums secured by this City Deed of
Trust immediately due and payable by delivering to Truster notice thereof specifying: (1)
The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from
the date the notice is received by Trustor as shown on the return receipt, by which such breach
is to be cured provided, however, that if such default is not reasonable susceptible to being
cured within 30 days, Trustor shall have a reasonable period to cure the defect so long as
Trustor is diligently prosecuting the cure to completion; and (4) that failure to cure such breach
on or before the date specified in the notice may result in acceleration of the sums secured by
this City Deed of Trust and sale of the Security. The notice will also inform Trustor of
Trustor's right to reinstate after acceleration and the right to bring a court action to assert the
non-existence of default or any other defense of Truster to acceleration and sale.
The City Note contains additional cure periods granted to Trustor's limited partner
and no event of default shall have occurred until and unless the Trustor's limited partner
fails to cure such breach during such cure period.
If the breach is not cured on or before the date specified in the notice or such longer
period as provided above or in the City Loan Note or the Agreement, the Beneficiary, at the
Beneficiary's option, may: (a) declare all of the sums secured by this City Deed of Trust to
be immediately due and payable without further demand and may invoke the power of sale
and any other remedies permitted by California law; or (b) either in person or by agent, with
or without bringing any action or proceeding, or by a receiver appointed by a court, and
without regard to the adequacy of its security, enter upon the Security and take possession
thereof (or any part thereof) and of any of the Security, in its own name or in the name of the
Trustee, and do any acts which it deems necessary or desirable to preserve the value or
marketability of the Property, or part thereof or interest therein, increase the income therefrom
or protect the security thereof. The entering upon and taking possession of the Security shall
not cure or waive any breach hereunder or invalidate any act done in response to such breach
and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be
entitled to exercise every right provided for in this City Deed of Trust, or by law upon
occurrence of any uncured breach, including the right to exercise the power of sale; (i)
commence an action to foreclose this City Deed of Trust as a mortgage, appoint a receiver, or
specifically enforce any of the covenants hereof; (ii) deliver to the Trustee a written
declaration of default and demand for sale, pursuant to the provisions for notice of sale found
at California Civil Code Sections 2924, et seq., as amended from time to time; or (iii) exercise
all other rights and remedies provided herein, in the instruments by which Trustor acquires
title to any Security, or in any other document or agreement now or hereafter evidencing,
creating or securing all or any portion of the obligations secured hereby, or provided by law.
Notwithstanding anything to the contrary herein, Beneficiary hereby agrees that any
cure of any default made or tendered by Trustor's limited partner shall be deemed to be a cure
by Trustor and shall be accepted or rejected on the same basis as if made or tendered by
Trustor.
The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred
in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable
attorneys' fees.
19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration
of the sums secured by this City Deed of Trust, Trustor will have the right to have any
proceedings begun by the Beneficiary to enforce this City Deed of Trust discontinued at any
time prior to 5 days before sale of the Security pursuant to the power of sale contained in this
City Deed of Trust or at any time prior to entry of a judgment enforcing this City Deed of
Trust if. (a) Trustor pays the Beneficiary all sums which would be then due under this City
Deed of Trust and no acceleration under the City Loan Note has occurred; (b) Trustor cures
all breaches of any other covenants or agreements of Trustor contained in this City Deed of
Trust and the Affordability Restrictions on Transfer of Property; (c) Trustor pays all
IN WITNESS WHEREOF, Trustor has executed this City Deed of Trust as of the date first
written above.
DEVELOPER
CORNERSTONE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-Cornerstone II, LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California non-profit public benefit corporation,
its
By
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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
COUNTY OF OVAAn<i L )
On
notary
before me,
personally appeared
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)
�Q�a. rrr• �t'_s�c.Q.�-ram
-------------
I.ARISSA MEDELLIN
Notary Public - California
-® Orange County z
Commission # 2153187 s
My Comm. Ex ires Jun 11, 2020
EXHIBITS
A. Legal Description
B. Released Deeds of Trust
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