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HomeMy WebLinkAboutJAMBOREE HOUSING (2)INSUrtANCE NOT REQUIRED MAY 2 1 2021 WORK �MAY PROCEED RECORDING REQSbJ%8FBWUNC1L DATE: 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 0 • �bw (6) (f wo"', $Vaw) l$ 4-10ZI-05b Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 1E 11I 1 11111 1I III $� IREI 11IIIIII R NO FEE *$ R 0 0 1 2 7 7 0 9 0 5 S* 20210002855781:35 Pm 04/28/21 363 RW10A S13 11 0.00 0.00 0.00 0.00 30.00 0.00 0.000.000.00 0.00 Subordination Agreement Title of Document Line for Recorder's Use Only 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) INSURANCE NOT REQUIRED _e WORK MAY PROCEW CZCLERK OF GO-UNNE ' DATE: N N FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE Q SECTION 27383 p',CDR 0 (g614usKAW)L6 RECORDING 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 -10 V, /),1 -0 (space above this line for Recorder's use) SUBORDINATION AGREEMENT A-2021-056 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 Aprild ( , 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 Jamboree Housing Corporation, a California nonprofit public benefit corporation ("Jamboree"), 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 ea Apr-4 _ 1021 in the t�t+a a.ily114 , 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 16387351.2 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, Jamboree has made a loan to Borrower (the "Jamboree Loan"). The Jamboree Loan is evidenced by a promissory note from the Borrower to Jamboree in the face amount of Five Hundred Thousand and No/100 Dollars ($500,000.00), titled `Borrower's Promissory Note Secured by Subordinated Deed of Trust" (the "Jamboree Promissory Note") and secured by a deed of trust. The deed of trust was executed by Borrower, as truster, to First American Title Insurance Company, as trustee, in favor of Jamboree, as beneficiary, and is titled "Subordinated Deed of Trust" dated March 1, 2021 (the "Jamboree Deed of Trust") recorded in the Official Records on April 1, 2021 as Document No. 2021000224393. The Jamboree Promissory Note, Jamboree Deed of Trust and any related unrecorded documents, shall hereafter be collectively referred to herein as the "Jamboree Loan Documents"; C. WHEREAS, it is a condition precedent to the Locality in malting the Locality Loan, that the Locality Loan Documents have priority over the Jamboree 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 Jamboree 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 acltnowledged, and in order to induce the Locality to make the Locality Loan, the parties hereto agree as follows: Subordination of Jamboree Loan Documents. (a) Jamboree and Borrower hereby unconditionally subordinate the Jamboree 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 Jamboree Loan Documents and to all rights and privileges of the parties thereunder, and the liens and encumbrances of the Jamboree 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 Jamboree Loan Documents shall be extinguished. (b) The Locality agrees that it shall use its best efforts to provide Jamboree with a copy of all initial notices of default provided to Borrower under the Locality Loan Documents, provide d, the Locality shall have no liability to Jamboree 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 16387351.2 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 Jamboree 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 nommonetary defaults. (c) Jamboree 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. Jamboree 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 Jamboree under the terms of the Jamboree Loan Documents, and Jamboree has read and understands the Locality Loan Documents and agrees that in the event the Locality determines there is a conflict of terms between the Locality Loan Documents and the Jamboree 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. 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 THE LAND. 20451020587-0138 16387351.2 A-2021-056 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. LOCALITY: CITY OF SANTA ANA By:� Kristine Ridge City Manager s Dated: 9 — 0� ) — ayc� I Approved as to Form: SONIA R. CARVALHO, City Attorney By: l►�l. nil`' Ry O. Hodge Assistant City Attome Dated: Jk-'%\—Z. 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 By: L� k Name: Michael Massie Title: Chief Development Officer 20451020587-0138 16397351.2 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 ©�/J�✓�� ) On before me, 1-414> 7 Lt)/�/�eJ ✓�J L (insert name and title of the officer) Notary Public, personally appeared 2EZ1e'✓4Cam` 2K&5'1g who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in his/her/their authorized capacity(ies), and that by his/h=4heir signatures) on the instrument the person(sj; or the entity upon behalf of which the persons) 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. (Seal) JUDI LOWENTHAL DOMM.# 2273342 tp N n � NOTARY PU9LIC.CALIPORNIA VJ ORANOE COUNTY * My COft EXP. JAN, 26, 2023'' 2045/020587-0138 16387351.2 Notary 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 21, 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 person4 whose name subs ' ed to the within instrument and acknowledged to me tha executed the same in _Wt4wWeir authorized capacity), and that by 4kgE rsignature&ron the instrument the person or the entity upon behalf of which the persons) 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. CLAUDIA M. FERNANDEZ-SHAW my hand and officia c Notarymission#California Corance County Commission A 2228184 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 21, 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 person ) whose name%it9fam subscribed to the within instrument and acknowledged to me that jqexecuted the same in Ir authorized capacity(iq�), and that bXV0a&gth& 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. CLAUDIA M. FERNANDEZ-SHAW Notary Pollic - California Z;0� <�oraagacouCommission4222BAA4 /�' ,,' ,,A, �p My 6emm: E Aifae u 24:2082 JAMBOREE: JAMBOREE HOUSING CORPORATION, a Californian nprofit put is bene it corporation By: A '."'b Name: Michael Massie Title: Chief Development Officer 2045/020587-0138 16387351.2 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 /I�eP/L> Z�ZI before me, JGtD/ C�TL✓�� y (insert name and title of the officer) Notary Public, personally appeared �S5- 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/sh@ey executed the same in his/ha44heir authorized capacity(ies), and that by his/her heir signature(sTon the instrument the person(s), or the entity upon behalf of which the personKacted, 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. WtfNESS my hand and official seal. Signature l� �1 2045/020597-0138 16387351.2 (Seal) r7anz_z JUDI LO•ENTHAL OMM,#W2273342 CALIFORNIA ANOTRYPUBLIC ®ptB COUNTY V CONNPAN,r MY .E. tNo 26. 2023 ^' 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 16387351.2