The URL can be used to link to this page

Home My WebLink About25B - AGMT SA VETERANS VILLAGE PROJREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 4, 2018 TITLE: APPROVE SUBORDINATION AGREEMENT WITH CALIFORNIA HOUSING FINANCE AGENCY FOR THE SANTA ANA VETERANS VILLAGE PROJECT {STRATEGIC PLAN NO 5, 3} r Cit MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance onI�Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Subordination Agreement to a $2.912 million loan from the County of Orange provided through the California Housing Finance Agency, for the Loan Agreement with Santa Ana Village LP (c/o Jamboree Housing Corporation) for $352,962.90 in HOME Investment Partnerships Program funds, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 21, 2018, the City Council authorized the City Manager and the Clerk of the Council to execute a Loan Agreement with Santa Ana Village LP (c/o Jamboree Housing Corporation) for $352,962.90 in HOME Investment Partnerships Program (HOME Program) funds to create 75 units of permanent supportive housing at 3312 West 1st Street in Santa Ana. On that same date, the City Council also authorized the City Manager and Clerk of the Council to execute a Subordination Agreement with Union Bank as the senior lender for the project. Following the approvals on August 21, 2018, Jamboree requested the City to execute a second Subordination Agreement to a $2.912 million loan from the County of Orange provided through the California Housing Finance Agency (CaIHFA). Through this $2.912 million loan, the County of Orange will have an additional layer of eligibility criteria on 20 of the 75 units for Mental Health Services Act eligible homeless veterans. This additional financing is necessary for the project to be financially feasible and to secure a 9% low-income housing tax credit award. Nonetheless, the Housing Authority's 75 project -based vouchers, approved by the Housing Authority Board on April 4, 2017, will have the superior eligibility criteria to all of the other financing for the project. The City's $352,963 HOME Program loan for this project is approximately 1.2% of the total Project budget of $29,355,487 (Exhibit 1). As a subordinate loan for a large multifamily affordable housing project such as this one, it is not uncommon for a senior lender to request a Subordination Agreement for the City's smaller Loan Agreement that allow the senior lender to complete their underwriting and 2513-1 Loan Agreement with Santa Ana Village LP December 4, 2018 Page 2 commit their financing for the project's capital stack. The City's HOME Program loan is already subordinate to the private market loan from Union Bank as a senior lender. This second Subordination Agreement will also allow CaIHFA as another senior lender to commit their financing for the Project. If the Subordination Agreement is not approved by City Council, CalHFA will not be able to commit their $2.912 million to the project and Jamboree will need to find another source of financing to fill this financial gap before the expiration of their 9% low-income housing tax credits. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT There is no fiscal impact associated with this action Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Project Budget 2. Subordination Agreement with CaIHFA 25B-2 EXHIBIT 1 Santa Ana Veterans Village Protect Budget 25B-3 ftrotlenWl R°Me1 CampareM LOYf COSTS gammemYl CamporeM CNb TeYI Oavabpnwrt COSY a..00 LIXTCEgdry U90C Bk Yz nMlY PefnureM Wn-V[IOC Leval OC yammur3lF F-MNbn FUNDING SOURCES Lxtl Laval CIIy oIBD O...PFu.. MCNOO aHXP FOMe Fab, P.. qXp PM¢Y ONaReO Oewbpv Fee sw4Kw Home Oepaf Fou &Wn 80URCE8 TOTRL LeSmoILeMCaSlw Velre NeW#u L1W,[W wAl2W] 5552 NMI[. Laatlfl Lbvry Co9a w w Ve1?adeC Cw6 A110 W> 3319.] 9WWY1 N)f4000 w .111-.111-w Afgom .1o. 31.5]Sp51 S;wyOW SN;� w w w ..3AY N,]54ow EaY Im .am w w pr w w TeYl Fcqu611bn 3471¢,0W w M]Sa,000 w Sf.+ssA3] f2wlpx p52w1 w w w SI.1t40w Fermanenl Rab-atim w w TeYI RaKK°Ibn w w w w b w p w w b w w OB Slle lm awm w w SN WM Iaro asY 191!>w SO Nl!)W Stlucbres IONm95 St30l5 rot St2A)ilwp -10 .1-11 w.Ipp,Wn wSe,KJ f9ll,P']l {f3➢)6.ttY FVnwlnWn 3:47 p7 S. .1.7 (menlfl a Lu>T] ".1 w91.A1 S60>Jl> Sy),SJ) .1.1 Lcnlmzlw0.emea5 i0 N CM1xlw ho(M1 w q Ge'eml Lad Avaase S3¢a,xp 31N.VA , 5311.uM TOYIGombuelbn w N.111Sll,1119+ 39,7900. 31949® w w w w 1590..6 116.1 N.IN Po ' n 3150.w] 315o,o5J S1f0,P10 5 w w TaYI RrcM1XxMaIWY w 3)w.Ow i]w.OW w N w w w w w f>50.w0 E rev NOOWI Nw.WI NN.pY Nw.ttO ioYl Su flE I Nw.0. w SYO.oA' w w N w w w WO,wO fnsl Can- f!PS>,>ID 61 Wl]e] i1671.1w SI.W>.TA SnXCow CmY w35N5 wi5N5 w]5m3 SI36.N6 Teul Wnu Ore cwY s;Nal>s w w N w w w w sf...➢1s cYamn�La.n lMmaM we7.om sveo..6 wepam Oe6m Fee slie,l6 ifao.651 s+1oh7 110,. floes. clealFinallwmeola Fea w w a9e¢w cp6dlpi6on w w vYwR w pN.b w w Imuaree tmarrtisn Sm.aa w0.0[o w0.om Sw.alro TNaM Rsmrol Fees YW.IXO w9.IX0 3DAW QUIZ WIk t]S,IXO f36.IXp wS,WP S!3¢45a w 5!3645v ff:364:$N w w N ff.XtSN Lmn w11.w2 SIO2b] fl0>.Y3 b9>;Y3 Ab eM xwQi R Td i15.W3 Sts,gp wS.IW 5+5;W] TeY1Polm°lal[FWnz 310 Po w 3162N3 w¢;y3 w w w w w 3162Ni C I-Wn LeMZLe w90,W] S1BO.IXO S1B].W3 w 9 L Fw¢ w w TOYI Le °IFm 5180,000 w w w w w w w 31W.OW lia-av YYJJ,01< 4193014 TMeI C° MIWERnervai wOJo>a w wOJo>e .1114 w w w .0. Y!Fm - 3- 11 1'Ap S2So Emewme Sw.0.0 SW,W] SW,IXO 1t6,OW A5,IX0 T. eYfte N891utlkz I Sfoa, m w 310o,Ow wo0.M0 w w w b w S+OO.WO iCPG ./Mc/Mwelor Fees SIJSWJ f1J5.WJ SIJ[IW Sn5¢p LaY PonnllFms SR+.TA 481,3. f3B1%U iRt,NJ Mane' /Lre w M /Lu 11f0,OT aftO.W] S+t O.pn i110 UT v.n¢a ftpve¢WI w w w w T TraIFU Fr¢ w w waw camel w w w oIM11me IFm¢ wu6N w . ! wf1,R1 Fun - N114W wJ9A. .1Nan1.4a0 NJ&4m w w w ]tirtdllfudei w S 31525. 315;w1 T,W O1FurCwY 11. Sy030.]l 111. $3.030.>N 12021N w w w w w w S"ll., SUS 9UOTOTRL a13.f00.6ll w.M0A00 Nwopoo Sinf30o0 315;9m w w 1Wo.mo 131,155.4] Cewb of FedOnfOeaLPfafil i]]00 WJ 52A0A[U 3'R3 Wf $1. S55o.0.e TOYIOaveb W56 3;w0.000 w f3:3U0A00 w w w 5160.0. ww.Ow w i2 -A00 T0TRLOEVELOPAEM C08T i3.996aY1 N iM?65.Yi it3A00,Y5 w.]f0,m 3l .woAoo 1'MoWl 3553,e. Si50.o. ..l. Sw0..0 25B-3 25B-4 DRAFT— DO NOT EXECUTE FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE 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 EXHIBIT 2 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIENS) 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 ("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 (the "Locality Regulatory Agreement') by and between the Locality and the Borrower to be recorded in the Official Records substantially concurrently herewith; SNHP.Subordination Agreement (City of Santa Ana) Santa Ana Veteran Village; Cal[IFA No. 17-047-M 11/09/2018.PCS/jad-# -1- 25B-5 DRAFT— DO NOT EXECUTE 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 (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, Ca1HFA 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 , 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, CalHFA 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, Ca1HFA 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 malting 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: SNHP.Subordination Agreement (City of Santa Ana) Santa Ana Veteran Village; CaIHFA No. 17-047-M 11/09/2018.PCS/jad-# r -2- DRAFT — DO NOT EXECUTE 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 determines 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. -3- SNU Subordination Agreetnent (City of Santa Ana) Santa Ana Veteran Village; Caff[ ANo. 17-047-M 1 U09/2018.1 CS/jad-# 25B-7 DR xt FT- DO NOT EXECUTE 4, Amendments. Amendments to this Agreement shall be in writing and signed by all the parties hereto. 5. Govemine Law. This Agreement shall be construed in accordance with and be governed by the laws of California. 6. C,:ountgparts. 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. Severabil!y. 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. 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 TETE LAND. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. LOCALITY: CI'T'Y OF SANTA ANA, a charter city and municipal corporation Narnc. Attest: Cleric of the Council Attorney SNI R' Subordination Agrcemem (City or Sam Ana) Santa Ana Veteran Village; C2I1117A No, 17-047•M I Vt1929t8.PCs%jud-H r -4- BORROWER: SANTA ANA VILLAGE LP, a Califorlua limited partnership By: JHC-Santa Ana Vilhige LLC, a California limited liability company Its: managing general partner By: Jamboree Housing Corporation, California nonprofit public benefit corporation Its: manager Nalne__kt I LtkrC . iVl� SS i a Title: WCC4� Sfi71 nSj DRAFT— DO NOTE RECUT E By: Aa • ej' -- Dated: 11/as/19, Recommended For Approval: Steven A. Mendoza Executive Director Community Development Agency AGENCY: CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and political subdivision of the State ofCali fornia By:.__..__ Name SNID',SuWalinatian AgMmIent (City of Santa Ann) Sawa Mm veteran Village Cnin FA No. I7 -047-M 11109!201 SR's/Jac" ACKNOWLEDGEMENTS -5- 25B-9 DRAFT— DO NOT EXECUTE SNUP.Subordinatlon Agreement (City of Santa Ana) Santa Ana Veteran Village; Ca1HFA No. 17-047-M 11/09/20I8.PCS/jad-# EXHIBIT A Legal Description 0 25B-10 Form No. 1068-2 ALTA Plain Language Commitment 1. 2. Ki 21 �fN 01111 411111a1 Commitment Date: January 30, 2018 at 7:30 A.M. Policy or Policies to be issued: (A) ALTA Owner's Policy To Be Determined Proposed Insured: To Be Determined (B) ALTA Loan Policy ALTA Extended Loan Policy Proposed Insured: To Be Determined Commitment No.: NCS-824396-A-SAl Page Number:4 (A) The estate or interest in the land described in this Commitment is: Fee (B) Title to said estate or interest at the date hereof is vested in: Santa Ana Village LP, a California Limited Partnership Amount $To Be Determined $To Be Determined 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 891 21' 08" EAST 6.00 FEET; THENCE SOUTH 00 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 680 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 SOUTH EASTER12 gf§G lAf CURVE, THROUGH A CENTRAL ANGLE OF Form No. 1068-2 ALTA Plain Language Commitment Commitment No.: NCS -824396 -A -SAI Page Number: 5 190 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 70° 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 00 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 890 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. 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) 25B-12 DRAFT— DO NOT EXECUTE 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 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) SNHP.Subordination Agreement (City of Santa Ana) Santa Ana Veteran Village; CaIACA No. 17-047-M I 1/09/2018.PCS/j ad -;i -7- 25B-13 DRAFT— DO NOT EXECUTE 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, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the persons) 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) SNHP.Subordination Agreement (City of Santa Ana) Santa Ana Veteran Village; Ca1HFA No. 17-047-M 11/09/2018.PCS/jad4 M 25B-14