HomeMy WebLinkAboutUNION BANKINSUttNn,L irUl KLQUIRED
MAY 2 .1 2021 WORK MAY PROCEW
CLERK OE DOUM
RECORDING UVIESTED BY:
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
CDR(i) (CuaAiAS' hw� L13 �-1011-055
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
II1III III1III IIIIIIIIIIIIIIIIIIIII1111IIIIIIIIIIIIIIIIII11II III NO FEE
*$ R 0 0 1 2 7 7 0 8 0 4 $ *
20210002855771:35 pm 04/28121
363 RW10A S13 12
0.00 0.00 0.00 0.00 33.00 0.00 0.000.000.00 0.00
Above This Line for Recorder's Use Only
Subordination Agreement
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
( ) 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).
( X ) 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)
IIVJURANCE NOT REQUIRED
WORK MAY PROCEED
N CLERK OF COUNCIL'
DATE:
N
FREE RECORDING REQUESTED
�T PURSUANT TO GOVERNMENT CODE
`(r SECTION 27383
O',eD�lti1 (CIaRE>CORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Santa Ana, Clerk of the Council
20 Civic Center Plaza (M-30), P.O. Box 1988
Santa Ana, California 92702
&CS - 10 r a-1 -6 (space above this line for Recorder's use)
SUBORDINATION AGREEMENT
A-2021-055
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR
SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT
TO AND OF LOWER PRIORITY THAN THE LIEN(S) OF SOME
OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT dated as of April 22, 2021 for informational purposes, is entered into by
and between City of Santa Ana, a charter city and municipal corporation (the "Locality"), North
Harbor Housing Partners LP, a California limited partnership ("Borrower"), and MUFG Union Bank,
N.A., a national banking association ("MUFG'), in connection with a loan by the Locality 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
April 20, 2021 (the "Locality Regulatory Agreement' ) by and between the Locality and the Borrower
to be recorded in the Official Records substantially concurrently herewith;
2. A CDBG Loan Agreement dated as of April 20, 2021 (the "Locality Loan
Agreement") by and between the Locality and the Borrower, recorded an Afril _, 292i in the
cdrevrr.A "r securing a loan by the Locality to the Borrower
(the "Locality Loan");
3. A City CDBG Deed of Trust and Assignment of Rents dated as of April 20,
2021 (the "Locality Deed of Trust") by and between the Locality, as beneficiary, and the Borrower,
2045/020587-0138
16400554.2
to be recorded in the Official Records substantially concurrently herewith, securing a loan by the
Locality to the Borrower;
The Locality Regulatory Agreement, the Locality Loan Agreement, the Locality Deed
of Trust and any other documents, recorded or unrecorded pertaining to the Project and the Locality
loan are collectively referred to herein as the "Locality Loan Documents."
B. WHEREAS, MUFG has made a loan to Borrower (the "MUFG Loan'). The MUFG
Loan is evidenced by a promissory note from the Borrower to MUFG in the face amount of Eight
Hundred Ninety Thousand and No/100 Dollars ($890,000.00), titled "Promissory Note (AHP Rental
Project)" (the "MUFG Promissory Note") and secured by a deed of trust. The deed of trust was
executed by Borrower, as trustor, to UnionBanCal Mortgage Corporation, a California corporation, as
trustee, in favor of MUFG, as beneficiary, and is titled "Construction and Permanent Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing" dated March 1, 2021 (the "MUFG
Deed of Truse) recorded in the Official Records on April 1, 2021 as Document No. 2021000224391.
The MUFG Promissory Note, MUFG Deed of Trust and any related unrecorded documents, shall
hereafter be collectively referred to herein as the "MUFG Loan Documents";
C. WHEREAS, it is a condition precedent to the Locality in making the Locality Loan,
that the Locality Loan Documents have priority over the MUFG Loan Documents; and
D. WHEREAS, it is beneficial to all parties that the Locality make the Locality Loan, and
the parties are willing to subordinate the MUFG Loan Documents in order that the Locality Loan is
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 Locality to make the
Locality Loan, the parties hereto agree as follows:
Subordination of MUFG Loan Documents.
(a) MUFG and Borrower hereby unconditionally subordinate the MUFG Loan
Documents to the Locality Loan Documents, including all extensions, modifications, incremental
disbursements of the original amount of the Locality Loan if made during construction, or additional
advances made thereunder. Hereafter, the Locality Loan Documents shall unconditionally be, and
remain at all times, liens and encumbrances on the Project prior and superior to the encumbrances of
the MUFG Loan Documents and to all rights and privileges of the parties thereunder, and the liens
and encumbrances of the MUFG Loan 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
Locality Loan Documents. In the event of a judicial or non judicial foreclosure of the Locality Loan,
the lien of the MUFG Loan Dircumentc shall he extinguished.
(b) The Locality agrees that it shall use its best efforts to provide MUFG with a
copy of all initial notices of default provided to Borrower under the Locality Loan Documents,
rovided, the Locality shall have no liability to MUFG 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
2045/020587-0138
16400554.2
against or delay in the Locality's exercise of its remedies under the Locality Loan Documents. The
Locality 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 Locality Loan Documents. During the term of such period MUFG 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 Locality under the Locality Loan Documents, the
Locality 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) MUFG has read, understands and approves the Locality Loan Documents and
agrees to be bound thereby in the event of its foreclosure or acquisition of the Project.
2. Representations. MUFG hereby represents and warrants to the Locality that at the time
of execution of this agreement, the Borrower is in substantial compliance with its obligations to MUFG
under the terns of the MUFG Loan Documents, and MUFG has read and understands the Locality
Loan Documents and agrees that in the event the Locality determines there is a conflict of terns
between the Locality Loan Documents and the MUFG Loan Documents, the terms of the Locality
Loan Documents shall prevail.
3. Attorney's 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.
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. Counterparts. 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. hi 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.
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.
2045/020587-0138
16400554.2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
LOCALITY:
CITY OF SANTA ANA
By. SIGNM iN couNTERPAR'T
Kristine Ridge
City Manager
Attest:
t
Daisy Gomez
Clerk of the Council
Approved as to Form:
SONIA R. CARVALHO, City Attorney
Ryan O. Hodge
Assistant City Attorney
Dated:
Recommended for Approval:
Steven A. Mendoza
Executive Director
Community Development Agency
T8;;•. ;
NORTH HARBOR HOUSING
PARTNERS LP, a California limited
partnership
By: JHC-North Harbor LLC, a California
limited liability company, its General
Partner
By: Jamboree Housing
Corporation, a nonprofit
public benefit corporatio ,
its Manager
t A
By: �--_
Name: Michael Massie
Title: Chief Development
Officer
2045/020587-0 US
16400554.2 Signature Page to Subordination Agreement
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
On Y4 o1?JL Z9j before me,
C�i �L
(insert nape and title of the officer)
Notary Public, personally appeared /`/ A �'NS'S/ >
who proved to me on the basis of satisfactory evidence to be the person(w) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/+ey executed the same
in his/haf*teir authorized capacity(ies), and that by his/befAh2r signature(s�on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Gem/ �GII£�r6��L
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
2045/020587-0138
16400554.2
(Seal)
aM
COMPM0 2
ORNOYARY J U811CY AOMM, %P, JAN, 28
Notary Page to Subordination Agreement
A-2021-055
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
LOCALITY: BORROWER:
CITY OF SANTA ANA
By:
me Ridge
City Manager
Attest:
3
,
� � L
Daisy Gomez
Clerk of the Council
Dated:
Approved as to Form:
SONIA R. CARVALHO, City Attorney
By: �
O. Hodge
Assistant City Attorr-6y.
Dated: 4-- 22 —L�
Recommended for Approval:
Steven A. Mendoza
Executive Director
Community Development Agency
NORTH HARBOR HOUSING
PARTNERS LP, a California limited
partnership
By: JHC-North Harbor LLC, a California
limited liability company, its General
Partner
By: Jamboree Housing
Corporation, a nonprofit
public benefit corporation,
its Manager
SIGNED IN C®UNTERPART
By:
Name: Michael Massie
Title: Chief Development
Officer
2045/020587-0138
16400554.2 Signature Page to Subordination Agreement
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 April 22, 2021 before me, Claudia M. Fernandez -Shaw, Notary Public
(insert name and title of the officer)
personally appeared Kristine Ridge
who proved to me on the basis of satisfactory evidence to be the personVI whose namej(/are--
sub,�scr bed to the within instrument and acknowledged to me that *h-_ -executed Rhe same in
P4 ` it authorized capacityO, and that by*8j&aor6rr signature on the instrument the
person or the entity upon behalf of which the person) 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
CLAUDIA M. FERNANDEZ-SHAW
Notary Public - California
�+ Orange County
Commission %2228084
My Comm. Expires Jan 25, 2022
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 April 22, 2021 before me, Claudia M. Fernandez -Shaw, Notary Public
(insert name and title of the officer)
personally appeared Steven A. Mendoza
who proved to me on the basis of satisfactory evidence to be the pe on whose nam sAfa
subscribed to the within instrument and acknowledged to me tha executed the same in
lbar eirauthorized capacity*), and that p tJ t tFrcirsignature ) on the instrument the
person( or the entity upon behalf of which the personA acted, exedd the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
CLAUDIA M. FERNANDEZSHAW
:ha;ad official al - - Notary Puhlic—Cali or-S orange County £
Commission x 2228084
My Comm. Expires Jan 25.2022
MUFG UNION BANK, N.A.,
a national banking association
r
By: Qu Ca
10�4
Name: Perica Bell
Title: Managing Director
2045/02OS87-0138
16400554.2 Signature Page to Subordination Agreement
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
U)' � -uy� ) )
County of y
On &y � Zjt %� ZI before me, Charlene Ortiz, Notary Public
' ^ ^. .,� (i0s�rt name and title of the officer) '
Notary Public personally appeared c.-(.� :1-i�'�,-1L
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 paragraphAtrue and correct.
WITNES,6 my h4Kd an$ official seal.
Signature
2045/020587-0138
16400554.2
(Seal)
•J111111111111 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIL`
CHARLENE ORTIZ '_
'___ COMM. #2316366 z
;Mils Notary Public -California o
My Comm. Expires Jan. 13, 2024
Innnmuwo`mm�mmnmm�munnnnnnnumnnununnnmm�nnnm�
Notary Page to Subordination Agreement
EXHIBIT A
Legal Description
That certain real property situated in the City of Santa Ana, County of Orange, State of California,
more particularly described as follows:
THE SOUTH 135 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 5 SOUTH, RANGE 10 WEST,
SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT THE WEST 20 FEET THEREOF.
APN: 198-011-05
2045/020587-0138
16400554.2