HomeMy WebLinkAboutNORTH HARBOR HOUSING PARTNERS, LP (CO JAMBOREE HOUSING CORPORATION)RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
KMO Partners, LLP
3777 Long Beach Blvd.
Suite 280
Long Beach, CA 90807
Attention: John Opgenorth
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Nov 0 9 Z9Z3
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THIS SPACE FOR RECORDER'S USE
ONLY
MODIFICATION AGREEMENT A-2021-054-02
(North Harbor)
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of November 1,
2023 (the "Effective Date") by and among NORTH HARBOR HOUSING PARTNERS LP, a
California limited partnership, having an address and place of business at c/o Jamboree Housing
Corporation, 17701 Cowan Ave., Suite 200, Irvine, CA 92614 (the "Borrower"), JPMORGAN
CHASE BANK, N.A., a national banking association, having an office at Chase Community
Development Banking, 300 Grand Avenue, Floor 03, Los Angeles, California 90071 (the "Bond
Purchaser" and "Agent") .
WITNESSETH:
A. At the Borrower's request, the Bond Purchaser agreed to purchase those certain
Multifamily Housing Revenue Bonds (North Harbor Village) 2021 Series A in the
principal amount of $19,000,000 (the "Tax -Exempt Bonds") and those certain
Multifamily Housing Revenue Taxable Bonds (North Harbor Village) 2021 Series A-T in
the principal amount of $13,700,000 (the "Taxable Bonds", and together with the Tax -
Exempt Bonds, the "Bonds"), from California Municipal Finance Authority (the "Issuer")
pursuant to the terms of that certain Master Pledge and Assignment by and among Issuer
and Agent dated March 1, 2021 ("Master Pledge and Assignment"), the proceeds of
which are being used by the Issuer to fund a loan to the Borrower in the aggregate principal
amount of up to $32,700,000 (the "Loan"), which is evidenced by that certain Promissory
Note (Tax -Exempt) in the original principal amount of $19,000,000 from the Borrower to
the Bond Purchaser, as Agent for Issuer (the "Tax -Exempt Note"), and that certain
Promissory Note (Taxable) in the original principal amount of $13,700,000 from the
Borrower to the Bond Purchaser, as Agent for Issuer (the "Taxable Note", and together
with the Tax -Exempt Note, the "Note") in the principal amount of the Loan and secured
by that certain Construction and Permanent Deed of Trust, Security Agreement,
Assignment of Leases and Rents and Fixture Filing dated as of March 1, 2021 and recorded
in the Official Records of Orange County on April 1, 2021 as Instrument No.
4877-2583-3588, v. 8
2021000224389 given by the Borrower for the benefit of the Bond Purchaser as Agent for
Issuer (the "Security Instrument") covering the premises therein described.
B. The Loan is being advanced pursuant to the terms of the Construction and Permanent Loan
Agreement by and between Bond Purchaser and Borrower dated as of March 1, 2021 (the
"Loan Agreement").
C. The Note, the Security Instrument, the Master Pledge and Assignment, and all other loan
agreements, financing agreement, disbursement agreements, indentures, documents and
instruments evidencing, securing or otherwise relating to the Bonds are sometimes referred
to individually and collectively as the (the "Facility Documents").
D. Substantially concurrently herewith, Issuer has agreed to issue and Bond Purchaser has
agreed to purchase those certain Multifamily Housing Revenue Bonds (North Harbor
Village) 2023 Series A in an aggregate principal amount not to exceed $8,037,572 (the
"Supplemental Tax -Exempt Bonds") pursuant to that certain First Supplement to Master
Pledge and Assignment dated as of November 1, 2023 (the "First Supplement to Master
Pledge"), and in connection with the First Supplement to Master Pledge, the Borrower and
the Bond Purchaser have agreed to increase the maximum principal amount of the Tax -
Exempt Note and to reduce the maximum principal amount of the Taxable Note as set forth
herein.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, and in order to amend the terms of the Note and the Facility Documents, the parties hereto
agree for themselves, their successors and assigns as follows with any terms used but not otherwise
defined having the meanings set forth in the Note:
1. Borrower Representations and Warranties. The Borrower unconditionally agrees
to pay the Note in accordance with its terms and acknowledges, covenants, warrants, represents
and agrees that:
(a) the Borrower is indebted under the Tax -Exempt Note and that there is
currently outstanding thereunder the principal sum of $19,000,000, and the Borrower is indebted
under the Taxable Note and that there is currently outstanding thereunder the principal sum of
$8,913,936.
(b) there are no judgments against the Borrower or any guarantor in any courts
of the United States and there is no litigation, active, pending or to Borrower's knowledge,
threatened, against the Borrower or any guarantor which would adversely affect the Borrower's or
any guarantor's ability to pay when due any amounts which may become payable in respect of the
Loan;
(c) to Borrower's knowledge, each and all of the representations and warranties
of the Borrower in the Facility Documents are accurate in all material respects on the date hereof,
4877-2583-3588, v. 8
(d) except as set forth in the subordinate loan documents approved by Bond
Purchaser pursuant to subordination agreements executed by Bond Purchaser in connection with
the Loan, the Borrower has not entered into any agreements with creditors that expressly or
otherwise prohibit the Borrower from entering into any extension or modification of the Loan or
any Facility Document in connection therewith;
(e) the Borrower has no claims, counterclaims, defenses, or setoffs with respect
to its obligations under the Loan or the Facility Documents, as modified herein;
(f) the Facility Documents as modified herein are the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with their terms;
(g) the Borrower is validly existing under the laws of the jurisdiction of its
formation or organization and has the requisite power and authority to execute and deliver this
Agreement and the performance of the Facility Documents as modified herein have been duly
authorized by all requisite action by or on behalf of the Borrower; and
(h) to Borrower's knowledge, no default, nor event which with notice and/or
passage of time would constitute a default, has occurred and is continuing under any Facility
Document or under any other note, loan or security agreement to which the Borrower is a party.
2. Amendment of Note and Facility Documents. In order to amend the terms of the
Note and the Facility Documents, the parties agree that upon the satisfaction of the conditions set
forth in Section 3 below, the Note and the other Facility Documents are hereby amended from and
after the Effective Date as follows:
(a) The maximum principal amount of the Tax -Exempt Note is hereby
increased by the amount of the Supplemental Tax -Exempt Bonds to $27,037,572 to include the
proceeds of the Supplemental Tax -Exempt Bonds within the principal balance thereof. All
references to the maximum principal amount of the Tax -Exempt Note in the Facility Documents
are hereby amended to mean $27,037,572.
(b) The maximum principal amount of the Taxable Note is hereby reduced to
$8,913,936. All references to the maximum principal amount of the Taxable Note in the Facility
Documents are hereby amended to mean $8,913,936.
(c) The maximum aggregate principal amount of the Loan is hereby increased
to $35,951,508 and all references to the maximum principal amount of the Loan in the Facility
Documents are hereby amended to mean $35,951,508.
(i) Section 3.1.1 of the Security Instrument is hereby amended to provide that
the Security Instrument secures the repayment of all of the Notes in the total principal amount of
$35,951,508.
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4877-2583-3588, v. 8
(g) The Completion Date is extended from January 30, 2023 to March 31,
2024.
(h) Bond Purchaser has agreed to waive the condition to extension set forth in
Section 4(c) of the Taxable Note and the Tax -Exempt Note, and the Construction Term Maturity
Date is extended to the First Extended Maturity Date of April 1, 2024 pursuant to Section 4 of the
Taxable Note and the Tax -Exempt Note.
(i) The "Second Extended Maturity Date" in the Note is hereby amended to
mean February 1, 2025.
0) Notwithstanding the extension of the Second Extended Maturity Date
contained in Section 2(e) hereof, if the Conversion Date occurs later than October 1, 2024,
Borrower shall commence payments of principal and interest due and payable pursuant to Section
3(c) of the Tax -Exempt Note with respect to the maximum Permanent Loan Commitment Amount
set forth in the Tax -Exempt Note as though the Conversion Date had occurred on October 1, 2024,
notwithstanding that the Outside Conversion Date may have been extended to the Second
Extended Maturity Date, as extended herein. The unpaid Principal Balance in excess of the
Permanent Loan Commitment Amount shall continue to bear interest at the interest rate application
during the Construction Term pursuant to Section 2 of the Tax -Exempt Note and remain payable
pursuant to the terms of Sections 3(a) and 3(b) of the Tax -Exempt Note.
(k) Bond Purchaser and Borrower agree that Jamboree Housing Corporation, a
California nonprofit public benefit corporation ("Sponsor"), in its capacity as Guarantor and as a
subordinate lender, is making an unsecured loan to the Borrower in the amount of $13,504,333
pursuant to the Unsecured Promissory Note ("Sponsor Development Advance Note") made by
Borrower in favor of Sponsor (the "Sponsor Development Advance"). Sponsor hereby agrees that
it shall fund the proceeds of the Sponsor Development Advance to pay Project Costs in accordance
with the Budget approved by Bond Purchaser, as it may be amended with Bond Purchaser consent
pursuant to the terms of the Loan Agreement, in accordance with a disbursement schedule
approved by Bond Purchaser or as otherwise directed by Bond Purchaser.
(1) Bond Purchaser acknowledges that Borrower has applied for an additional
subordinate loan from the Orange County Housing Finance Trust ("OCHFT") in the amount of
$1,289,610 (the "MHSA Loan") and a grant to Sponsor from CalOptima in the amount of
$4,721,241 (the "CalOptima Grant'). Bond Purchaser and Borrower agree that upon the execution
of loan documents with the OCHFT evidencing the MHSA Loan and a subordination agreement
between Bond Purchaser and OCHFT, all in form and substance acceptable to Bond Purchaser,
the amount of the undisbursed maximum principal balance of the Sponsor Development Advance
may be reduced by the amount of the MHSA Loan.
(m) Bond Purchaser and Borrower further agree that upon the receipt of
CalOptima Grant funds, Borrower shall cause Sponsor to disburse such funds into a bank -
controlled account held by Bond Purchaser, to be funded for the payment of Project Costs pursuant
to the terms of the Loan Agreement.
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4877-2583-3588, v.8
3. Conditions. The effectiveness of each and all of the modifications and amendments
contained herein is subject to the satisfaction of each of the following conditions precedent:
(a) Bond Purchaser shall have received a fully executed original of this
Agreement executed by Borrower, and acknowledged by the Issuer and the Joinder attached hereto
executed by the Guarantor on or before November 8, 2023, time being of the essence.
(b) All internal and external costs and expenses incurred by the Bond Purchaser
in connection with this Agreement and the Bond Purchaser's outside counsel fees shall have been
paid.
(c) Bond Purchaser shall have received all additional certificates, modification
agreements or other documentation required by the Issuer or its bond counsel in connection with
First Supplement to Master Pledge and the amendments hereunder and the corresponding
amendments to the Bonds.
(d) Bond Purchaser shall have received an opinion of Bond Counsel that
interest under the Supplemental Tax -Exempt Bonds is exempt from federal taxation.
(e) The City of Santa Ana, the Orange County Housing Finance Trust and U.S.
Bank National Association, as successor by merger to MUFG Union Bank, N.A., as subordinate
lenders, have each executed a Joinder hereto acknowledging that its loan remains subordinate to
the Loan.
(f) Bond Purchaser shall have received an acceptable endorsement to its Title
Policy insuring the continued lien priority of the Security Instrument, as modified by this
Agreement.
(g) Bond Purchaser shall have received a copy of the executed Sponsor
Development Advance Note in form and substance acceptable to Bond Purchaser.
(h) Bond Purchaser shall have received a copy of an executed amendment to
the Borrower's Governing Agreement in form and substance acceptable to Bond Purchaser in
which the Investor Entity: (i) consents to the extension of the repurchase trigger dates set forth in
Section 5.08 of Borrower's Governing Agreement such that the repurchase obligations thereunder
shall not be triggered by reason of the construction of the Project being completed by the
Completion Date, as amended by this Agreement, and (ii) increasing the amount of the capital
contributions to be funded by the Investor Entity on or prior to the Conversion Date pursuant to
Borrower's Governing Agreement by $3,388,232.
4. Unconditional Obligation; Entire Understanding. The Borrower's obligations
under this Agreement, the Note, the Loan Agreement, the Security Instrument and the other
Facility Documents are absolute and unconditional and are valid irrespective of any other
agreement or circumstance which might otherwise constitute a defense to the obligations under
this Agreement, the Note, the Security Instrument or the other Facility Documents or to the
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4877-2583-3588, v.8
obligations of others related to it. This Agreement shall be deemed to constitute a "Facility
Document" as defined under the Loan Agreement. This Agreement sets forth the entire
understanding of the parties with respect to all modifications of the Loan which have occurred
since March 1, 2021. The amendments set forth in this Agreement are only applicable and shall
only be effective in the specific instance and for the specific purpose for which made, are expressly
limited to the facts and circumstances referred to herein and therein, and except as specifically set
forth herein shall not operate as (i) a waiver of, or consent to non-compliance with any provision
of the Note, the Loan Agreement, the Security Instrument or any other Facility Document, (ii) a
waiver or modification of any right, power or remedy of the Bond Purchaser under the Note, the
Loan Agreement, the Security Instrument or any other Facility Document, or (iii) a waiver or
modification of, or consent to, any Default under the Note, the Loan Agreement, Security
Instrument or any other Facility Document.
5. Ratification of Facility Documents. Except as specifically amended herein, all of
the terms, covenants, conditions and stipulations contained in the Note and all of the other Facility
Documents are hereby ratified and confirmed in all respects, shall continue to apply with full force
and effect.
6. Execution and Delivery y Bond Purchaser. The Bond Purchaser shall not be
bound by this Agreement until (a) each of the Bond Purchaser and Issuer has executed and
delivered this Agreement, (b) the Borrower has performed all of the obligations of the Borrower
under this Agreement to be performed contemporaneously with the execution and delivery of this
Agreement, and (c) the Guarantor has executed and delivered to the Bond Purchaser the Joinder
attached to this Agreement.
7. Further Modification. Neither this Agreement nor any other Facility Document nor
any provision hereof or thereof may be modified, amended, changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.
8. Waivers. As a material inducement for, and in consideration of, the Bond
Purchaser's agreements herein, the Borrower, by signing this Agreement, hereby forever waives,
releases, remises and discharges any and all rights to assert any and all defenses to and setoffs,
counterclaims, and claims of every kind against Bond Purchaser, and its respective agents,
servants, employees, officers, directors and attorneys now existing or arising hereafter on the basis
of actions or events occurring on or prior to the date hereof. Each of the parties signing this
Agreement confirms that the foregoing waiver and release is informed and freely given. Borrower
hereby represents and warrants to the Bond Purchaser that throughout the negotiations, preparation
and execution of this Agreement and the closing hereunder, Borrower has been represented by
legal counsel of its own choosing and that this Agreement was entered into by the free will of
Borrower and pursuant to arm's-length negotiations.
9. Governing Law. This Agreement is and will be deemed entered into in the
jurisdiction as set forth in the Note and will be governed by and construed in accordance with the
laws of such jurisdiction without regard to principles of conflicts of laws, and no defense given or
4877-2583-3588, v. 8
allowed by the laws of any state or country shall be interposed in any action or proceeding hereon
unless such defense is either given or allowed by the laws of such jurisdiction.
10. Jurisdiction and Venue. Borrower hereby submits, for itself and its property, to the
nonexclusive jurisdiction of any United States Federal or State court sitting in Orange County,
California, and any appellate court in such jurisdiction, in any action or proceeding arising out of
or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the
parties agrees that all claims in respect of any such action or proceeding may (and any such claims,
cross -claims or third party claims against Bond Purchaser may only) be heard and determined in
such State or, to the extent permitted by law, in such Federal court. Borrower agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that Bond Purchaser may otherwise have to bring any action or
proceeding relating to this Agreement against Borrower or its properties in the courts of any
jurisdiction. Borrower waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in this Section. Borrower hereby
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court
11. Successors and Assigns. This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
12. No Partnership or Course of Dealing. Nothing in this Agreement, or any Facility
Document is intended to or shall be deemed to create any rights or obligations of partnership, joint
venture, or similar association among the parties hereto. Bond Purchaser has entered into this
Agreement on the express understanding with Borrower that in entering into this Agreement, Bond
Purchaser is not establishing any course of dealing with the Borrower.
13. Severability. If any term, covenant, provision or condition of this Agreement, the
Loan Agreement, the Note, the Security Instrument or any of the other Facility Documents shall
be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed
without such term, covenant, provision or condition.
14. Countemarts; Electronic Execution. This Agreement may be executed in
counterparts (and by different parties on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page of this Agreement by emailed pdf, or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery
of a manually executed counterpart. The words "executed", "signed", "signature", "delivery" and
words of like import in this Agreement shall be deemed to include electronic signatures, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery or the use of a paper -based recordkeeping system, as the case may be, and as
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4877-2583-3588, v. 8
provided for in any applicable law, including laws based on the Uniform Electronic Transactions
Act.
15. Waiver of Special Damages. To the extent permitted by applicable law, the
Borrower shall not assert, and hereby waives, any claim against the Bond Purchaser, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the transactions referenced herein,
the Loan, or the use of the proceeds thereof.
16. WAIVER OF JURY TRIAL; JUDICIAL REFERENCE. THE BORROWER
HEREBY IRREVOCABLY WAIVES, TO THE FULL EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE BORROWER HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE AGENT WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THIS WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE AGENT HAVE BEEN INDUCED TO ENTER INTO THE LOAN
TRANSACTION BY, AMONG OTHER THINGS, THE WAIVER AND
CERTIFICATIONS IN THIS SECTION.
IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT IN THE STATE
OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY PARTY HERETO IN
CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR
TORT OR ANY OTHER THEORY) (EACH, A "CLAIM") AND THE WAIVER SET
FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH
ACTION OR PROCEEDING, THE PARTIES HERETO AGREE TO RESOLVE SUCH
CLAIM BY JUDICIAL REFERENCE PURSUANT TO SECTION 7.11 OF THE LOAN
AGREEMENT.
(Signature Pages Follow)
4877-2583-3588, v. 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
NORTH HARBOR HOUSING PARTNERS LP,
a California limited partnership
By: JHC-North Harbor LLC,
a California limited liability company,
Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its Manager
By:
Name: Michael Massie
Title: Chief Development Officer
JPMORGAN CHASE BANK, N.A.
Jonathan Veach, Authorized Officer
4877-2583-3588, v. 8
Acknowledged and Agreed to
this day of 2023
Issuer:
CALIFORNIA MUNICIPAL FINANCE AUTHORITY
By: _
Name:
Title:
4877-2583-3588, v. 8
JOINDER BY GUARANTOR
The undersigned hereby joins in this Agreement in order to induce JPMorgan Chase Bank,
N.A. (the "Beneficiary") to agree to the modification of the Note and hereby:
(i) acknowledges the continuing validity of its Payment Guaranty dated as of March
1, 2021 (the "Payment Guaranty"), its Completion Guaranty dated as of March 1,
2021 (the "Completion Guaranty"), its Carve -Out Guaranty dated as of March 1,
2021 (the "Carve -Out Guaranty") and its Environmental Indemnity Agreement
dated April 1, 2022 (the "Environmental Indemnity Agreement' and together
with the Payment Guaranty, the Completion Guaranty and the Carve -Out Guaranty,
collectively the "Guaranties") and represents, warrants and confirms the non-
existence of any offsets, defenses or counterclaims to their obligations thereunder,
and waive their right to assert any set-off, counterclaim or crossclaim of any nature
whatsoever in any litigation relating to the Agreement, the Note, the Loan
Agreement, the other Facility Documents, said Guaranties or otherwise with respect
to the Loan (provided, however that the foregoing shall not be deemed a waiver of
the right of the undersigned to assert any compulsory counterclaim maintained in a
court of the United States, or of the State of California if such counterclaim is
compelled under local law or rule of procedure, nor shall the foregoing be deemed
a waiver of the right of the undersigned to assert any claim which would constitute
a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the
Beneficiaries in any separate action or proceeding);
(ii) reacknowledges and reaffirms all of the terms and obligations contained in said
Guaranties, which shall remain in full force and effect for all the obligations of
North Harbor Housing Partners LP now or hereafter owing to the Beneficiaries
pursuant to the terms and conditions of the Facility Documents as amended by the
Agreement and acknowledges, agrees, represents and warrants that no oral or other
agreements, understandings, representations or warranties exist with respect to said
Guaranties or with respect to the obligations of the undersigned thereunder, except
those specifically set forth in this Joinder;
(iii) represents, warrants and confirms that no material adverse change has occurred in
the financial status of the undersigned since March 1, 2021, that there are no
judgments against the undersigned in any of the courts of the United States and that
there is no litigation, active, pending or to the knowledge of the undersigned,
threatened, against the undersigned which would adversely affect the ability of each
of the undersigned to pay when due any amounts which may become payable in
respect of said guaranty;
(iv) this Joinder may be executed in counterparts (and by different parties on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
4877-2583-3588, v. 8
counterpart of a signature page of this Joinder by emailed pdf, or any other
electronic means that reproduces an image of the actual executed signature page
shall be effective as delivery of a manually executed counterpart. The words
"executed", "signed", "signature", "delivery" and words of like import in this
Joinder shall be deemed to include electronic signatures, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature,
physical delivery or the use of a paper -based recordkeeping system, as the case may
be, and as provided for in any applicable law, including laws based on the Uniform
Electronic Transactions Act. The failure of any party listed below to execute,
acknowledge or join in this Joinder, or any counterpart hereof, shall not relieve the
other signatories from the obligations hereunder;
(v) acknowledges and agrees that it has entered into and delivered this Joinder of its
own free will, voluntarily and without coercion or duress of any kind, and has been
represented in connection herewith by counsel of its choice and is fully aware of
the terms contained in this Joinder;
(vi) to the extent permitted by applicable law, irrevocably and unconditionally
waives any and all rights to trial by jury in any action, suit or counterclaim
arising in connection with, out of or otherwise relating to this Joinder, the
Agreement, the Guarantees, and every other Facility Document heretofore,
now or hereafter executed and/or delivered in connection therewith, the Loan
or in any way related to this transaction or otherwise.
[Signature Page Follows]
4877-2583-3588, v. 8
GUARANTOR:
JAMBOREE HOUSING CORPORATION
By:
Name: Michael Massie
Title: Chief Development Officer
4877-2583-3588, v. 8
JOINDER BY SUBORDINATE LENDER
(ORANGE COUNTY HOUSING FINANCE TRUST)
The undersigned, ORANGE COUNTY HOUSING FINANCE TRUST, a California public
agency formed pursuant to California government code Section 6500 et. seq., (the "Trust'),
hereby acknowledges;
The Trust, North Harbor Housing Partners LP, a California limited partnership
("Borrower"), and JPMorgan Chase Bank, N.A. ("Chase") executed that certain
Subordination Agreement dated as of January 2023 and recorded on January 17, 2023 in
the Official Records of Orange County, California as Document No. 2023000011603
("Subordination Agreement').
2. Chase and Borrower, pursuant to the attached Modification Agreement, have agreed to
make certain modifications to the senior loan referred to therein ("Loan").
3. The Trust reacknowledges and reaffirms all of the terms and obligations contained in said
Subordination Agreement, consents to the covenants, agreements and terms of the attached
Modification Agreement and confirms that the terms and obligations of the Subordination
Agreement continue to apply to the Loan, as modified and increased pursuant to the
Modification Agreement.
ORANGE COUNTY HOUSING FINANCE TRUST,
a California public agency formed pursuant to
California Government Code section 6500 et. seq.
an
Adam B. Eliason, Trust Manager
Orange County Housing Finance Trust
4877-2583-3588, v. 8
JOINDER BY SUBORDINATE LENDER
(CITY OF SANTA ANA)
The undersigned, THE CITY OF SANTA ANA (the "City"), hereby acknowledges;
1. JPMorgan Chase Bank, N.A. ("Chase") and North Harbor Housing Partners LP, a
California limited partnership ("Borrower"), pursuant to the attached Modification
Agreement, have agreed to make certain modifications to the senior loan referred to
therein ("Chase Loan").
2. Following the closing and recording of the documents evidencing the Chase Loan, the City
agreed to make a loan (the "City Loan") to Borrower pursuant to that certain Loan
Agreement dated as of April 20, 2021 by and between the City and Borrower, and recorded
on April 28, 2021, in the Official Records of Orange County, California as Document No.
2021000285576 (the "City Loan Agreement'), secured by that certain City CDBG Deed
of Trust and Assignment of Rents made by Borrower in favor of the City and recorded on
April 28, 2021 in the Official Records of Orange County, California as Document No.
2021000285575 (the "City Deed of Trust') and those certain Affordability Restrictions
on Transfer of Property by and between Borrower and the City recorded on April 28, 2021
in the Official Records of Orange County, California as Document No. 2021000285574
(the "City Affordability Restrictions", together with the City Loan Agreement, the City
Deed of Trust and all other documents executed in connection with the City Loan, the "City
Loan Documents").
The City hereby consents to the covenants, agreements and terms of the attached
Modification Agreement and confirms that the execution of the Modification Agreement
shall not affect the relative lien priority of the documents recorded in connection with the
Chase Loan or the City Loan, and that the lien of the Chase Loan and the documents
executed in connection therewith, as modified and increased pursuant to the Modification
Agreement, shall retain senior priority over the City Loan Documents.
ATTEST:
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Dated: \\ c-�
CITY OF,A
SANTA ANA
—1 `�' I —
Steven A. Mendoza
Acting City Manager
Dated: I O 2 pZ
4877-2583-3588, v. 8
APPROVED AS TO FORM:
SONIA R. CARVALHO, City Attorney
By:
Jokb Montoya
Assistant City Attorney
Dated: 11 IG / 2 I
RECOMMENDED FOR APPROVAL
Michael Garcia
Executive Director
Community Development Agency
4877-2583-3588, v. 8
Dated:
RECOMMENDED
FOR APPROVAL:
Michael Garcia
Executive Director
Community Development Agency
4877-2583-3588, v. 8
JOINDER BY SUBORDINATE LENDER
(U.S. BANK NATIONAL ASSOCIATION)
The undersigned, U.S. BANK NATIONAL ASSOCIATION, ("U.S. Bank") as successor by
merger to MUFG UNION BANK, N.A., a national banking association ("Union Bank"), hereby
acknowledges;
1. Union Bank, North Harbor Housing Partners LP, a California limited partnership
("Borrower"), and JPMorgan Chase Bank, N.A. ("Chase") executed that certain
Subordination Agreement dated as of March 1, 2021 and recorded on April 1, 2021 in the
Official Records of Orange County, California as Document No. 2021000224392
("Subordination Agreement').
2. Chase and Borrower, pursuant to the attached Modification Agreement, have agreed to
make certain modifications to the senior loan referred to therein ("Loan").
3. U.S. Bank reacknowledges and reaffirms all of the terms and obligations contained in said
Subordination Agreement, consents to the covenants, agreements and terms of the attached
Modification Agreement and confirms that the terms and obligations of the Subordination
Agreement continue to apply to the Loan, as modified and increased pursuant to the
Modification Agreement.
U.S. BANK NATIONAL ASSOCIATION
By: _
Name:
Title:
4877-2583-3588, v. 8
JOINDER BY SUBORDINATE LENDER
(JAMBOREE HOUSING CORPORATION)
The undersigned, JAMBOREE HOUSING CORPORATION, a California nonprofit public
benefit corporation, in its capacity as a subordinate lender ("Jamboree"), hereby acknowledges;
1. Jamboree, North Harbor Housing Partners LP, a California limited partnership
("Borrower"), and JPMorgan Chase Bank, N.A. ("Chase") executed that certain
Subordination Agreement dated as of March 1, 2021 and recorded on April 1, 2021 in the
Official Records of Orange County, California as Document No. 2021000224394
("Subordination Agreement').
2. Chase and Borrower, pursuant to the attached Modification Agreement, have agreed to
make certain modifications to the senior loan referred to therein ("Loan").
3. Jamboree reacknowledges and reaffirms all of the terms and obligations contained in said
Subordination Agreement, consents to the covenants, agreements and terms of the attached
Modification Agreement and confirms that the terms and obligations of the Subordination
Agreement continue to apply to the Loan, as modified and increased pursuant to the
Modification Agreement.
JAMBOREE HOUSING CORPORATION,
a California nonprofit public benefit corporation
Lo
Michael Massie
Chief Development Officer
4877-2583-3588, v. 8
CALIFORNIA ALL-PURPOSE 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
)SS.:
COUNTY OF
On before me, (here insert name
and title of officer), 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.
Notary Public
Print Name:
My commission expires:
4877-2583-3588, v. 8
CALIFORNIA ALL-PURPOSE 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
)SS.:
COUNTY OF
On before me, (here insert name
and title of officer), 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.
Notary Public
Print Name:
My commission expires:
4877-2583-3588, v. 8
CALIFORNIA ALL-PURPOSE 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
)SS.:
COUNTY OF
On before me, (here insert name
and title of officer), 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.
Notary Public
Print Name:
My commission expires:
4877-2583-3588, v. 8
EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Santa Ana, County of Orange, State of California, 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 No. 198-011-05
4877-2583-3588, v. 8
21. Approve a $1,687,047 Loan Agreement with North Harbor Housing Partners LP for
a 55-Year Term for the Development of the North Harbor Village Affordable Housing
Project; Approve a Future Subordination Agreement with JP Morgan Chase Bank,
N.A.; Approve a Future Subordination Agreement with the State of California
Department of Housing and Community Development (Non -General Fund)
Department(s):
Recommended Action: 1. Authorize the City Manager to execute a loan
agreement with North Harbor Housing Partners LP (c/o Jamboree Housing
Corporation) for $1,687,047 in Community Development Block Grant funds for the
development of the North Harbor Village affordable housing project located at 1108
N Harbor Boulevard, Santa Ana, CA 92701, subject to non -substantive changes
approved by the City Manager and City Attorney (Agreement No. 2021-XXX).
2. Authorize the City Manager to execute two future Subordination Agreements with
Union Bank and Jamboree Housing for the City's Community Development Block
Grant loan agreement with North Harbor Housing Partners LP, prior to the
execution of the loan agreement, subject to non -substantive changes approved by
the City Manager and City Attorney.
3. Authorize the City Manager to execute a future Subordination Agreement with the
State of California Department of Housing and Community Development, for the
City's Community Development Block Grant loan agreement with North Harbor
Housing Partners LP, after the North Harbor Village affordable housing project is
complete, subject to non -substantive changes approved by the City Manager and
City Attorney.
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
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 ClyonqP
On Nowfalior e1 l20n before me, fWjgail Y Rltglq. Nmul v ol(r ,
Date Here Insert Name and Title of the Officer
personally appeared (;kyek b(etld0?Q
Names) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)Oare subscribed
to the within instrument and acknowl ged to me thatCh>/she/they executed the same in fOj /her/their
authorized capacity(ies), and that by &her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
IGAIL
A Orange
County
Notary Public • California
Orange County �
° Commission N 2317212
r `•���•�`'� My Comm. Expires Dec 26, 2023 +
Place Notary Seal and/or Stamp Above
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 offjcial seal,
Signature
OPTIONAL
Completing this information can deter alteration of the document or
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Description of Attached Document l
Title or Type of Document: wiukC l`uk U - N°virh motor M64 tm-y DYL LP
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:-(11PMdD
❑ Corporate Officer - Title( :
❑ Partner- ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing:
Public
Signer's Name:
❑ Corporate Officer - Title(s):
❑ Partner- ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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C2018 National Notary Association