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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 IIIII I I II IIII II IIIII IIIII IIIII III II IIIII III II II III VI II VIII III I I II I IIII 42.00 *$ R 0 0 0 8 0 4 4 1 0 1$ 2015000645194 8:00 am 12/23115 232 407 S13 F13 12 0.00 0.00 0.00 0.00 33.00 0.00 0.00 0.00 Rol - 5I -)K& Space Above This Line For Recorder's Use 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: ti4V:\.:\✓::C:'v?:vK✓.\{..f✓:\✓.C✓.G�✓.�:\.:�:�✓:`! y:�-LS(✓s�c(✓SC�::v.�:<'i:C✓a /U'S:(�:C✓:<°:<�:�Y..E!aa'�, 02014 • •Associationwww.NationalNotary.org1-800-USfa ifs 90 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 Page 10 of 10