HomeMy WebLinkAboutC-6377(H) - Notice - This Subordination Agreement Results in Your Security Interests in the Property Becoming Subject to and of Lower Priority than the Lien Identified in the AgreementCommonwealth Land Title Company
WHEN RECORDED MAIL TO:
Century Housing Corporation
1000 Corporate Pointe
Culver City, CA 90230
Attention: Legal Department
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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NOTICE
THIS SUBORDINATION AGREEMENT
RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE
LIEN IDENTIFIED IN THIS AGREEMENT
THIS SUBORDINATION AGREEMENT ("Agreement") is made this 17d' day of
December, 2015, by Newport Veterans Housing LP, a California limited partnership
("Borrower"), Century Housing Corporation, a California nonprofit corporation
("Century"), and City of Newport Beach ("City").
RECITALS
A. Borrower has executed a Regulatory Agreement and Declaration of Covenants
and Restrictions dated DtUkA6W 11 , 2015, recorded as Instrument No.:
,Z o Ira uoo 6+;0E;1► in the Orange County Official Records ("Official Records") and as
Instrument No.: 2,o 1 b�Ooo 6 4,Co ,T a Notice of Affordability, Restriction on
transfer of property (collectively the "Regulatory Agreement ") encumbering that certain
real property located in the County of Orange, State of California, as more particularly
described in Exhibit A attached hereto (the "Property"). The Regulatory Agreement is
given in connection with Borrower's obligations under a promissory note in favor of
Lender (the "Lender Note") in the amount of $1,975,000.00.
B. Borrower has executed, or is about to execute a promissory note in favor of
Century in the face amount of $1,997,000.00 ("Century Note") of even date herewith,
and evidencing a loan (the "Century Loan") in such amount to Borrower by Century. The
Century Note is to be secured by a deed of trust executed by Borrower of even date
herewith in favor of Century, encumbering the Property which will be recorded in the
Official Records ("Century Deed").
Page 1 of 10
C. As a condition of making the Century Loan, Century requires that the Century
Deed be (and at all rimes remain a lien or charge upon the Property) prior and superior to all
rights of Lender under the Regulatory Agreement, and that Lender specifically subordinates
the lien of the Regulatory Agreement to the lien or charge of the Century Deed.
D. Lender and Borrower intend that the Century Deed shall be and remain at
all times a lien or charge upon the Property prior and superior to Lender's rights under
the Regulatory Agreement. Lender has agreed to specifically subordinate and subject the
Regulatory Agreement, together with all rights and privileges of Lender thereunder, to
the lien and charge of the Century Deed.
E. It is to the mutual benefit of the parties hereto that Century make the
Century Loan to Borrower, and Lender is willing that the Century Deed .securing the
Century Loan shall, when recorded, constitute a lien or charge upon the Property which is
prior and superior to the Regulatory Agreement.
F.. IT IS BEING UNDERSTOOD, NEVERTHELESS, that the subordination
of said Regulatory Agreement does not in any respect alter, diminish or limit the right of
the Lender to proceed on the underlying obligation as evidenced by said Lender Note.
The terms of said Lender Note shall remain in full force and effect despite this
subordination of the aforementioned Regulatory Agreement.
NOW, THEREFORE in consideration of the mutual benefits accruing to the
parties hereto and other valuable consideration, the receipt and sufficiency of which
consideration is hereby acknowledged, it is hereby agreed as follows:
1. The foregoing Recitals are hereby incorporated into this Agreement.
2. Except as expressly provided herein, this Agreement shall not operate or be
construed to alter the priority of the Lender Note with regard to any legal or equitable
interest in the Property. Borrower shall hold Lender harmless from any impairment of the
Regulatory Agreement (with regard to any third party) which is occasioned by this
subordination.
1 The Century Deed securing the Century Note and any modifications, renewals
or extensions thereof, and any advances (including interest thereon) thereunder or secured
thereby (up to a maximum loan amount of $3,000,000.00), shall be and remain at all times a
lien or charge on the Property, prior and superior to the Regulatory Agreement.
4. This Agreement shall be the whole and only agreement between the parties
hereto with regard to the subordination of the Regulatory Agreement, together with all
rights and privileges of Lender thereunder, to the lien or charge of the Century Deed, and
shall supersede and cancel, but only insofar as would affect the priority of the Regulatory
Page 2 of 10
Agreement, and any prior agreements to subordinate the Regulatory Agreement, to the
Century Deed.
5. Lender declares, agrees, and acknowledges that:
a. Century, in making disbursements pursuant to any such agreements is
under no obligation or duty to, nor has Century represented that it will, see to the
application of such proceeds by the person or persons to whom Century disburses such
proceeds, and any application or use of such proceeds for purposes other than those
provided for in such agreement or agreements shall not defeat the subordination herein
made in whole or in part; and
b. It intentionally waives, relinquishes, subjects and subordinates the
Regulatory Agreement, in favor of the lien or charge upon the Property of the Century
Deed and understands that in reliance upon, and in consideration of, this waiver,
relinquishment, subjection, and subordination, specific loans and advances are being and
will be made and, as part and parcel thereof, specific monetary and other obligations are
being and will be entered into which would not be made or entered into but for said
reliance upon this waiver, relinquishment, subjection and subordination.
6. This Agreement may be executed in one or more counterparts, all of which
when taken together shall constitute a single instrument, and any party hereto may
execute this Agreement by signing any such counterpart.
7. Century shall give concurrent notice to the Lender of any notices of default
to the Borrower or change in terms of the Century Deed.
8. Century shallprovide to Lender a fully executed copy of all of the
agreements between Century and the Borrower upon execution of such agreements.
9. This Agreement shall terminatq upon the final and indefeasible payment in
full of the principal amount of, all interest and premium on, and all other amounts in
respect of, the Century Loan.
10. Except to the extent stated in this Agreement, this Agreement does not modify
or affect otherwise any other agreement that either party may have with third parties,
including but not limited to, Borrower. This Agreement also does not grant any right, benefit,
priority, or interest to any third parties, including but not limited to, Borrower.
11. In the event the Century Loan or Century Deed is declared in default, the
Lender may, at its option, elect to cure said default or cure said default and assume the loan.
The Lender shall have 30 days from the receipt of notice of default to make such election and
cure such default unless said default isof the nature that it cannot reasonably be cured in
Page 3 of 10
such 30 day period in which case the Lender shall have an additional 30 days in which to
effect such cure so long as the Lender commences such cure within the initial 30 day period
and is diligently pursuing such cure. Century agrees that it will not proceed with any remedy
related to such default during the period in which the City has the option to cure the default
and is diligently pursuing such cure unless Century determines, in its reasonable discretion,
that delaying pursuit of such remedy will irreparably harm Century's security for the loan.
12. In the event the Century Loan or Century Deed is declared in default and the
Lender does not elect to cure said default per Section 11, Century may, at its option, liquidate
and/or sell the Property. Lender agrees (a) to accept, if any, cash, certified funds or a U.S.
Treasure check(s) in 'connection with any purchase of Lender Note or any foreclosure or
liquidation bid by Century; (b) to provide Century with the loan payment status, loan
payment history, and an itemized payoff statement of the Lender Note; (c) to provide
Century with copies of any appraisals, environmental investigations, or title examinations or
searches of the Property conducted by or for Lender; and (d) to provide any other
information about Borrower or the Lender Deer, Regulatory Agreement or Lender Note
requested by Century in writing.
Page 4 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California corporation
Its: Sole M a ing Member
By:
Eric A. Paine, CEO
By: Mercy House Living Centers, a California nonprofit public
benefit corpordfion, Its: Managing General Partner
By: UZ/
r4fFy Haynes, President
Century: Century Housing Corporation, a California nonprofit corporation
in
Ronald M. Griffith, President\CEO
Lender: City of Newport Beach
ATTEST:
By:
[name]
[title]
go
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
In
Aaron C. Harp, City Attorney
Page 5 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California corporation
Its: Sole Managing Member
signed in counterparts
Eric A. Paine, CEO
By: Mercy House Living Centers, a California nonprofit public
benefit corporation, Its: Managing General Partner
sipod in wuawparts
By:
Larry Haynes, President
Century: Centu=/�
poorration, a California nonprofit corporation
By: _
Ronald M. Griffith, sident\CEO
Lender: City of Newport Beach
ATTEST:
irVWinmU
By:
[title]
By ligned in
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
an
signed in countmarts
Aaron C. Harp, City Attorney
Page 5 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community -Development Partners, a California corporation
Its: Sole Managing Member
Eric A. Paine, CEO
By: Mercy House Living Centers, a California nonprofit public
benefit corporation, Its: Managing General Partner
By:.
Larry Haynes, President
Century: Century Housing Corporation, a California nonprofit corporation
By:
Ronal
Lender: City of
By:
wan
Mayor
Griffith, President\CEO
ATTEST: No'-- By: Dc =
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
BY: r
Aaron C. Harp, City Attomey
Page 5 or 10
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 December 4,.2015, before rile, Tin, winaer ,
Notary Public, personally appeared Eric A. Paine who proved to me on the basis of
satisfactory evidence to be the person(t) whose name(&are subscribed to the within
instrument and acknowledged to me that(Ft�i'she/they executed the same ino/her/their
authorized capacity(i6's), and that by 6Sli' /her/their signature(e j on the instrument the
person(, or the entity upon behalf of which the personO 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.
Page 6 of J 0
------------
rim YrMM
Commh10, M 2099011
Nowt' Pob�e - Cr9tanis
Omgo Coo"
Comm. Ex9fros hh 9 2919
A notary public or other otticer 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 December:,l , 2015, before me, Tim Winaer
Notary Public, personally appeared Larry Haynes who proved to me on the basis of
satisfactory evidence to be the person(4 whose name(A(I)sare subscribed to the within
instrument.and acknowledged to me that&Jshehhey executed the same in Si/her/their
authorized capacity(jots), and that by i her/their signature(4 on the instrument the
person(s5, or the entity upon behalf of which the persoWacted, 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.
A- cmo--�
Page 7 of 10
TIM "MUR
Commlubn ♦ 20M74
=MOM Motuy Pu01k • COwle
Dnn0o Courcy
Comm. fe0 6 2018
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 Los Angeles
On December 4 2015, before me,
Notary Public, personally appeared Ronald M. Griffith 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.
Page 8 of 10
KAREN A.BENNETT-GREEN
Commission M 2079988
a'r Notary Public . California z
Z ' Los Angeles County
My Comm. Ex fres Sep 26, 2018
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CPAL CODE
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 )
Countyof t�12(aNCct )
On 'Qs-_ c- k9 1 2pt5 beforeme, JF NIFE AN" MUL_dE-) N07 -n(2 -'I PU)
Dae Here Insert Name and Title of 1he Officer
personally appeared EDWF)g2z D ��LlCl
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the Person(S) whose names} isfare
subscribed to the within instrument and acknowledged to me that he/she/tAejc executed the same in
his/hod4heir authorized capacity(ieA and that by his/her4heir signature(s}on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
JENNIFER ANN MULVEY
Commission #'2G45022
Z
Notary Public • California
z orange County
mm. E
Cbares 0 t 12.2017+
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
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Number of Pages:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other.
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
F] Other:
Signer Is Representing:
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EXHIBIT A
Property Description
All that certain real property situated in the County of Orange, State of California,
described as follows:
Lots 11, 12 and 13 in Block 160 of River Section, Newport Beach, in the City of Newport
Beach, County of Orange,. State of California, as shown on a map recorded in Book 4,
Page 25 of Miscellaneous Maps, in the office of the County Recorder of said County.
EXCEPT therefrom Lot 11 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 13 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 12 all, oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 400 feet
Assessor's Parcel Number: 045-114-15
Address: 6001 Newport Shores Drive, Newport Beach, CA 92663
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