HomeMy WebLinkAboutSea Aire Apartments., LLC - 2013-01-22 Recorded in Official Records,Orange County
Renee Ramirez,Assistant Clerk-Recorder
RECORDING REQUESTED BY II I I II II 1 II I III 111 I I I El I 1[il&IM
FIDELITY NATIONAL TITLE * $ R 0 0 0 5 6 0 3 6 5 5 $
2013000098728 4:15 pm 02/15/13
143 409 S13 F13 14
RECORDING REQUESTED BY: 0.00 0.00 0.00 0.00 39.00 0.00 0.00 0.00
AND WHEN RECORDED MAIL TO:
Housing Authority of the City of
Huntington Beach
2000 Main Street
Huntington Beach, Ca 92648
Attn: Denise Bazant, Econ Dev Dept.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Borrower: Sea Aire Apartments, LLC
Property: 725-733 Utica Avenue, Huntington Beach
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this _
day of December, 2012, by and among the HOUSING AUTHORITY OF THE CITY
OF HUNTINGTON BEACH, a public agency, corporate and politic (the "Authority");
SEA AIRE APARTMENTS, LLC, a California Limited Liability Company
("Borrower"); and Union Bank, N.A. ("Lender").
RECITALS:
A. The City of Huntington Beach formed the Huntington Beach
Redevelopment Agency (the "Agency") that continuously engaged in redevelopment
activities under the Community Redevelopment Law (California Health and Safety
Code Sections 33000 et seq.) By enactment of Part 1.85 of Division 24 of the
Health and Safety Code, the Agency was dissolved on February 1 , 2012, such that
the Agency was deemed a former Redevelopment Agency under Health and Safety
Code section 34173(a).
B. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code, the
City Counsel of the City of Huntington Beach adopted Resolution No. 2012-02,
subject to all reservations therein stated, designating the Authority to receive a
transfer of, without limitation, all of the housing assets, rights, powers, duties,
1
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'RECORDING REQUESTED BY
FIDELITY NATIONAL TITLE
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
Housing Authority of the City of
Huntington Beach
2000 Main Street
Huntington Beach, Ca 92648
Attn: Denise Bazant, Econ Dev Dept.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Borrower: Sea Aire Apartments, LLC
Property: 725-733 Utica Avenue, Huntington Beach
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this_
day of December, 2012, by and among the HOUSING AUTHORITY OF THE CITY
OF HUNTINGTON BEACH, a public agency, corporate and politic (the "Authority");
SEA AIRE APARTMENTS, LLC, a California Limited Liability Company
("Borrower"); and Union Bank, N.A. ("Lender").
RECITALS:
A. The City of Huntington Beach formed the Huntington Beach
Redevelopment Agency (the "Agency") that continuously engaged in redevelopment
activities under the Community Redevelopment Law (California Health and Safety
Code Sections 33000 et seq.) By enactment of Part 1.85 of Division 24 of the
Health and Safety Code, the Agency was dissolved on February 1, 2012, such that
the Agency was deemed a former Redevelopment Agency under Health and Safety
Code section 34173(a).
B. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code, the
City Counsel of the City of Huntington Beach adopted Resolution No. 2012-02,
subject to all reservations therein stated, designating the Authority to receive a
transfer of, without limitation, all of the housing assets, rights, powers, duties,
1
08-1563/21244
f 1015 1 0021 1 00454508.DOC;31,
obligations, liabilities and functions previously performed by the Agency upon the
dissolution of the Agency, including enforcement of affordability covenants and
performance of related activities pursuant to application provisions of the Community
Redevelopment Law (Part 1, commencing with Section 33000), including, but not
limited to, Section 33418.
C. Borrower owns fee title to the real property described on Attachment
No. "1" (the "Property") attached hereto and incorporated herein by reference. The
Agency and the predecessor owner of the Property, Associates Nine, a California
general partnership ("Original Developer") entered into an Affordable Housing
Agreement dated as of November 22, 1996, ("Affordable Housing Agreement").
Pursuant to the terms of the Affordable Housing Agreement, Original Developer
executed a promissory note dated November 22, 1996 in favor of the Agency in the
amount of FOUR HUNDRED FORTY SIX THOUSAND DOLLARS ($446,000.00)
(the "Agency Loan") to assist Original Developer in the rehabilitation of the Property
as an affordable housing complex. The Agency Loan is secured by a Deed of Trust
With Assignment of Rents encumbering the Property (the "Agency Deed of Trust"),
which Agency Deed of Trust was recorded on July 2, 1997 as Instrument Number
19970315243 of the Official Records of Orange County, State of California ("Official
Records"). All capitalized terms not defined herein shall have the meanings
ascribed to them in the Affordable Housing Agreement.
D. The Agency and Original Developer also entered into that certain
Declaration of Covenants, Conditions, and Restrictions recorded against the
Property (the "Agency Covenants") recorded on July 2, 1997 as Instrument
Number 19970315244 of the Official Records, which contains certain use restrictions
affecting the Property.
E. Borrower acquired title to the Property from Original Developer on or
about December 22, 1997. Title to the Property as acquired by Borrower is subject
to the Agency Covenants. Borrower has assumed the obligations of Original
Developer under the Agency Loan and the Agency Deed of Trust pursuant to a
certain Assumption Agreement dated as of June 16, 2008.
F. Borrower has obtained or is proposing to obtain a loan from Lender in
an amount not to exceed the original principal amount of Two Million Six Hundred
Ninety Thousand Dollars ($2,690,000) (the "Lender Loan"). To repay the Lender
Loan, Borrower has executed or proposes to execute a deed of trusfencumbering
the Property to secure a promissory note in the sum of the Lender Loan, payable
upon the terms and conditions described in such note (respectively, the "Lender
Deed of Trust" and "Lender Note"). *recorded February 15, 2013, Instrument
No. 2013000095956, Official Records
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G. Lender is willing to make the Lender Loan provided the Lender Deed of
Trust is a lien or charge upon the Property prior and superior to the lien or charge of
the Agency Deed of Trust, and provided that the Authority, as successor-in-interest
to the Agency, will specifically and unconditionally subordinate the lien or charge of
the Agency Deed of Trust to the lien or charge of the Lender Deed of Trust.
H. It is to the mutual benefit of the Lender, Authority, and Borrower that
the Lender make the Lender Loan to Borrower; and the Authority has agreed that
the Lender Deed of Trust shall, when recorded, constitute a lien or charge upon the
Property which is unconditionally prior and superior to the lien or charge of the
Agency Deed of Trust, subject to the specific terms and provisions of this
Subordination Agreement.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the
Authority, Lender, and Borrower, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lender to
make the Lender Loan, it is hereby declared, understood, and agreed as follows:
1. Subordination by Authority
1.1 Subordination of Agency Deed of Trust to Lender Deed of Trust.
The Lender Deed of Trust (and any renewals or extensions of, or advances,
including interest, thereunder) shall unconditionally be and remain at all times a lien
or charge on the Property, prior and superior to (i) the lien or charge of the Agency
Deed of Trust , (ii) all present and future indebtedness and obligations secured
thereby , and (iii) all rights and privileges of the Authority thereunder, provided that
the original principal balance of the Lender Loan (not including costs, expenses and
any other such ancillary amounts that may be payable with respect to the Lender
Loan) does not exceed Two Million Six Hundred Ninety Thousand Dollars
($2,690,000).
1.2 Priority of Agency Covenants. The Agency Covenants shall
unconditionally be and remain at all times prior and superior to the Lender Deed of
Trust, the Lender Note and Lender's other related loan documents.
1.3 Covenants and Acknowledgments of the Authority. The
Authority declares, agrees and acknowledges that:
(a) The Authority consents to Borrower's obtaining the Lender
Loan.
(b) To Authority's actual knowledge, there is no breach, event
of default or default existing under the Agency Deed of Trust, or any circumstances,
event, omission or failure of condition which would constitute such a breach, default
or event of default after notice or lapse of time, or both.
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(c) By its Notice of Completion For Rehabilitation Project
recorded in the Official Records on June 12, 1997, as Instrument Number
19970270748, the Agency certified as to Original Developer's completion of the
rehabilitation project.
2. Reliance by Lender and the Authority. The Lender would not make the
Lender Loan and the Authority would not have agreed to subordinate the Agency
Deed of Trust without this Subordination Agreement and each of the undersigned
understands that in reliance upon, and in consideration of, this waiver,
relinquishment 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 such
reliance upon this waiver, relinquishment and subordination.
3. Notice to the Authority. In the event of a breach or default by Borrower
under the terms of the Lender Note, Lender Deed of Trust, or other Lender Loan
documents, Lender shall provide the Authority with written notice of such breach or
default concurrently with providing such notice to Borrower. Upon receipt of such
notice of breach or default, the parties hereto agree that the Authority shall have
each of the following rights so long as either the Agency Covenants or the Agency
Deed of Trust encumber any portion of the Property or interest therein:
(a) To cure the noticed default at any time Borrower has the right to
cure the noticed default, whether under the Lender Note, the Lender Deed of Trust
or Lender's other related loan documents, or pursuant to applicable law.
(b) To negotiate with the Lender regarding the noticed default at any
time prior to the foreclosure of the Lender Deed of Trust or other lien.
The Lender agrees that the exercise of any of the rights set forth in this
Section by the Authority shall not give rise to any right on the part of the Lender to
exercise any right to accelerate the amounts due under the Lender Loan.
3.1 Disbursements. Lender, in making disbursements of the
proceeds of the Lender Loan, is under no obligation or duty to, nor has Lender
represented that it will, see to the application of such proceeds by the person or
persons to whom disbursements thereof are made and any application or use of
such proceeds for purposes other than those provided in the documents evidencing
and securing the Lender Loan shall not defeat the subordination herein made in
whole or in part.
4. Miscellaneous
4.1 Entire Agreement. This Subordination Agreement shall be the
whole and only agreement with regard to the matters set forth herein and shall
supersede and cancel, but only insofar as would affect the priority between the
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08-1563/21244
{1 015 1 0021 1 00454508.Doc;3)
Lender Deed of Trust on the one hand, and the Agency Deed of Trust on the other
hand, any prior agreement as to such subordination including, but not limited to,
those provisions, if any contained in the Agency Deed of Trust, which provide for the
subordination of the lien or charge thereof to another deed or deeds of trust or to
another mortgage or mortgages, upon the Property.
4.2 Successors and Assigns. This Subordination Agreement shall
inure to and bind the heirs, legatees, devisees, administrators, executors,
successors and assigns of the parties hereto.
4.3 California Law. This Subordination Agreement shall be
construed according to the laws of the State of California.
4.4 Severability. If any term, provision, condition or covenant of this
Agreement or the application thereof to any party or circumstances shall, to any
extent, be held invalid or unenforceable, the remainder of this instrument, or the
application of such term, provision, condition or covenant to persons or
circumstances other than those as to whom or which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
4.5 Notice. Any notice, demand, request, consent, approval or
communication that any party desires or is required to give to another party or any
other person must be in writing and may be given by (i) personal delivery, (ii) by
courier service that provides a receipt showing date and time of delivery, or (iii) by
registered or certified mail, return receipt requested, postage prepaid. Notices shall
be directed at the address of such party hereinafter set forth, or such other address
and to such other persons as the parties may hereafter designate. Any such notice
shall be deemed given upon receipt if by personal delivery or courier service, or if by
mail the earlier or (x) actual receipt or (y) forty-eight (48) hours after deposit in the
United States mail.
If to Authority: Housing Authority of the City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Executive Director
If to Borrower: Sea Aire Apartments, LLC
1180 S. Beverly Drive, Suite 320
Los Angeles, CA 90035
Attention: Yaron Levy and Yael Levy
If to Lender: Union Bank of California
18300 Von Karman Avenue, Suite 200
Irvine, CA 92612
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4.6 Attorney's Fees. In the event that any action, suit or other
proceeding is brought to enforce the obligations of under this Agreement, each party
shall bear its own costs and expenses of suit, including attorneys'fees, expert
witness fees and all costs incurred in each and every such action, suit or other
proceeding, including any and all appeals or petitions therefrom.
4.7 Counterparts. This Subordination Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
*"BOR HOUSING AUTHORITY OF THE
SEA '
RTM NTS, C, CITY OF HUNTINGTON BEACH, a
A Catifo ni L' it e bill' Company public ody corporate and politic
V'Y, i'V1nipCa��\ By. Chairman - Connie Boardman
LLL Authori y erk - Joan L• Flynn
"LENDER"
J
UNION BANK, N.A. APPROU" M
Signed in Counterpart By:By: nsel
Mike vigliotta
Print Name:
Its: INITIA N ROVED: i`�o
Date: By:
Deputy Executive Director
Robe t Hall - Assistant Manager
REVIEW A D APPROVED:
*Signed in counterpart
By:
I ecutive Director
ity Manager
6
08-1563121244
(1015 10021100454508 DOC,3)
4.6 Attorney's Fees. In the event that any action, suit or other
proceeding is brought to enforce the obligations of under this Agreement, each party
shall bear its own costs and expenses of suit, including attorneys' fees, expert
witness fees and all costs incurred in each and every such action, suit or other
proceeding, including any and all appeals or petitions therefrom.
4.7 Counterparts. This Subordination Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
`BORROWER" HOUSING AUTHORITY OF THE
SEA AIRE APARTMENTS, LLC, CITY OF HUNTINGTON BEACH, a
A California Limited Liability Company public ody corporate and politic
By:
Chairman - Connie Boardman
Signed in Counterpart
J6�)Auk/horiAe_rk - JOan L. Flynn cu;
*"LENDER" C)
UNTO BAN ,, N.A. APPROVED AS TO FORM:
0
�- Authority Ge eral Cvunsei �
Mike Vigliotta >
Print Name:
Its:
INITIA N P ROVED:
Date: 2/14/13
By:
Deputy Executive Director
Robe t. Hall - Assistant Manager
REVIEW A D APPROVED:
*Signed in counterpart
By:
ecutive Director
ity Manager
6
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(1015 10021100454508 DOC,3)
4.6 Attorney's Fees. In the event that any action, suit or other
proceeding is brought to enforce the obligations of under this Agreement, each party
shall bear its own costs and expenses of suit, including attorneys' fees, expert
witness fees and all costs incurred in each and every such action, suit or other
proceeding, including any and all appeals or petitions therefrom.
4.7 Counterparts. This Subordination Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
*"BORROWER" HOUSING AUTHORITY OF THE
SEA AIRE APARTMENTS, LLC, CITY OF HUNTINGTON BEACH, a
A California Limited Liability Company public ody corporate and politic
By: AIA Akx�
_.
Chairman - Connie Boardman
Signed in C—ountern.art
i
*"LENDER"
J Authority erk - Joan L. Flynn
UNION BANK, N.A. APPROVED AS O FORM:
p r! Y
By: Authority Ge eral Counsel
Print Name: Mike Vigliotta
Its: INITIA N P ROVED:
Date:
By:
Deputy Executive Director
Robe t Hall - Assistant Manager
REVIEW A D APPROVED:
*Signed in counterpart
By:
ecutive Director
Vity Manager
6
08-1563/21244
1 1015 1 0021 1 00454508.DOC;3}
State of California CALIFORNIA ALL-PURPOSE
County of CERTIFICATE OF ACKNOWLEDGMENT
On before me, 620M 19 _P25:sl /-'&'7/ /ZY Pahl-l&
(here insert name and title of thploffRO'er)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(sKi?sare subscribed to
the within instrument and acknowledged to me that I9/she/they executed the same in er/their
authorized capacity(ies), and that by tis 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.
S.GONSALVE
S COMM. #1943352
WITNESS my hand and official seal.
Notary Public -California -04
Z Los Angeles County —
o MX Comm,Expires July 8,2015
Signature
(Seal)
OPTIONAL INFORMATION
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this
acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document Method of signer Identification
titled/for
Proved to me on the basis of satisfactory evidence:
t the purpose of
_0 form(s)of identification 0 credible witness(es)
Notarial event is detailed in notary journal on:
containing pages,and dated Page# Entry
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The signerl capacity or authority is/are as: Notary contact:
El Individual(s) Other
❑ Attorney-in-Fact ❑ Additional Signer(s) E] Signer(s)Thumbprint(s)
❑ Corporate Officer(s)
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El Other:
representing: Name(s)of Person(s)or Entity(ies)Signer is Representing
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ACKNOWLEDGEMENT
STATE OF CALIFORNIA } .
} ss.
COUNTY OF ORANGE }
On, FEBRUARY 14, 2013 , before me, MARIA D. TREVIAS , a Notary Public in and
for said County and State, personally appeared LISA M. HURTADO , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) Rare subscribed to the within
instrument and acknowledged to me that he sh they executed the same in his their
authorized capacity(ies), and that by his/ptheir 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 i nd and official'seal: MARiA D. #F.7REVl1►S
Commission 1940704
Signature �"L�' �` — v'.�, Z Notary Public-California
Z Orange County
M Comm.Ex Tres Jun 14,2015
STATE OF }
} ss.
COUNTY OF }
On , before me, a
Notary Public in and for said County and State, 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.
Signature
ACKNOWLEDGMENT
State of California
County of Orange
On January 25, 2013 before me, Kathleen Nelson, Notary Public, personally
appeared, Connie Boardman who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her 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.
KATHLEEN NELSON
�' No Commary�Public-Califossion rn a
WITNESS m hand and official seal.
Orange County
MY Comm.Expires Sep 23.2016
Signature (Seal)
ACKNOWLEDGMENT
State of California
County of Orange
On January 25, 2013 before me, Kathleen Nelson, Notary Public, personally
appeared, Joan L. Flynn who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her 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.
KAT LEEK N LSION
Commission#E 1991094�
WITNESS my hand and official seal. LID Notary Put►ric-caulornia
Orange County
MY Comm.Expires Se 23.2016
Signatur (Seal)
ACKNOWLEDGMENT
State of California
County of Orange
On January 25, 2013 before me, Kathleen Nelson, Notary Public, personally
appeared Fred Wilson who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that
by his 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.
KATHIEEN NELSON
WITNESS my hand and official seal. Comnisslon*1"1094
LID Notary Public-California i
Orange County
My Comm.E 'ea Soo 23.2016
Signature (Seal)
ATTACHMENT NO. "1" TO SUBORDINATION AGREEMENT
(Description of Property)
Property Description. The real property referred to in Recital A is located in the State of
California, County of Orange, City of Huntington Beach, and is described as follows:
PARCEL A:
THE WEST 50 FEET OF THE EAST 250 FEET OF BLOCK 2108, EASTSIDE VILLA TRACT, AS PER MAP
RECORDED IN BOOK 4. PAGE 65 OF MISCELLANEOLJS MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.
PARCEL 2:
BLOCK 2108 OF THE EASTSIDE VILLA TRACT, AS PER MAP RECORDED IN BOOK 4 PAGE 65 OF
MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE EAST 250 FEET THEREOF.
PARCEL 3:
THE WEST 50 FEET OF THE EAST 200 FEET OF BLOCK 2108 OF EASTSIDE VILLA TRACT, AS PER MAP
RECORDED IN BOOK 4. PAGE 65 OF FASTSIDE, VILLA TRACT OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
7
08-1563/21244
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Dept.ID ED 13-01-Page 1 of 3
Meeting Date: 1/22/2013
CITY OF HUNTINGTON BEACH
REQUEST FOR CITYCOUNCIL/
HOUSING AUTHORITY ACTION
MEETING DATE: 1/22/2013
SUBMITTED TO: Honorable Chair and Housing Authority Members
SUBMITTED BY: Fred A. Wilson, City Manager/Executive Director
PREPARED BY: Bob Hall, Assistant City Manager/Deputy Executive Director
SUBJECT: Approval of Subordination Agreement of Housing Authority Loan and
Loan Forgiveness — Sea Aire Apts. LLC
Statement of Issue: Sea Aire Apartments, an affordable 36-unit apartment complex
located at 725-733 Utica Avenue (Sea Aire), is requesting that the Housing Authority: 1)
allow a non-cash out refinance of the owner's current first mortgage loan; and, 2) formally
give four (4) years of loan principal and interest forgiveness, as provided by the Affordable
Housing Agreement; and, 3) authorize the Executive Director to approve future
subordination agreements, loan principal and interest forgiveness.
Financial Impact: Approval of this request will not result in a cost to the Housing
Authority.
Housing Authority Recommended Action:
A) Authorize the Chair and Housing Authority Clerk to execute the Subordination
Agreement; and,
B) Authorize the Executive Director to forgive 4/30th of the affordable housing loan
(principal and all accrued interest from May 2, 2008 through May 2, 2012); and,
C) Authorize the Executive Director to approve future subordination agreements, loan
principal and interest forgiveness provided that the Owner/Borrower has been in
compliance with the terms of the Sea Aire Agreement dated May 2, 1994.
Alternative Action(s): Do not approve and provide staff direction.
Analysis: On May 2, 1994, Redevelopment Agency, and City Council approved an
Affordable Housing Agreement between the Redevelopment Agency of the City of
Huntington Beach and Associates Nine, a California general partnership. The agreement
called for a housing rehabilitation grant of$100,000 and a forgivable loan of not more than
$446,000 (a total of$546,000) in exchange for the rehabilitation of 36 units of affordable
housing for low income, for a period of 30 years ("Sea Aire Agreement").
The Agency loan is secured by a Second Trust Deed that was recorded, along with
Affordable Housing Covenants, as a lien against the Sea Aire properties. The loan
HB -45- Item 5. - I
Dept. ID ED 13-01-Page 2 of 3
Meeting Date: 1/22/2013
principal and compounded interest (which accrues at the rate of 10%) are to be forgiven
annually at the rate of 1/30 per year, provided the Owner/Borrower has been in compliance
with the terms of the Sea Aire Agreement. The principal balance plus accrued interest
would be due only if a default occurs or if the property is transferred to a new owner who
wishes to remove the affordability restrictions. The terms of the Sea Aire Agreement
require Agency approval for any refinancing.
On October 6, 1997, the Agency granted forgiveness of 3/30ths of the principal and
accrued interest on the Sea Aire Note to Associates Nine after confirming that they were in
full compliance with the terms of the Sea Aire Agreement. On February 2, 1998, the
Agency approved and authorized the transfer of title (including all of the obligations
associated with the Sea Aire Agreement) from Associates Nine to the new purchasers of
the Sea Aire Apartment properties, Yaron and Yael Levy. Title to the Sea Aire Apartments
was transferred to Sea Aire Apartments, LLC (Borrower) by the Levys in January of 2003.
On June 16, 2008, the City Council authorized the execution of an Assumption Agreement
between the Redevelopment Agency and Yaron Levy, an individual, Yael Levy, an
individual, and Sea Aire Apartment, LLC; a subordination agreement which placed the
Agency's loan with Sea Aire Apartments, LLC, in second position; and forgiveness of
11/30ths of the affordable housing loan to the owners.
Sea Aire Apartments, LLC has requested that they seek the Housing Authority's approval
of three items, each of which are discussed below:
Refinance and Subordination of the Housing Authority Loan — Sea Aire Apartments, LLC is
requesting that the Housing Authority allow a non-cash-out refinance of the existing first
mortgage (including closing costs) due to the Sea Aire Agreement does not provide for the
refinance of an owner's existing first mortgage loan. The Housing Authority will
subordinate its loan to second position keeping the Covenant in place. Borrower's purpose
in refinancing is to secure a loan with a more favorable interest rate to provide better cash
flow for the management and maintenance of the Sea Aire Apartments. The new loan from
United Bank of California (UBOC) will be in an amount not to exceed $2,690,000
It is recommended to allow the Borrower to refinance, as submitted, and that the Agency
allow the Executive Director or designee to execute the attached Subordination Agreement.
In addition, authorize the Executive Director to execute future subordinations as long as
Sea Aire Apartments remains in compliance with the original agreement.
Loan Forgiveness - Sea Aire Apartments, LLC is requesting that the Housing Authority
approve forgiveness of an additional 4/30ths of loan principal and interest (covering the
time period from 5/2/08 to 5/2/12), as provided by the Sea Aire Agreement, due to
compliance, affordability, and property maintenance requirement met. This will result in the
forgiveness of$101,843.19 of the note and will leave a remaining loan balance of
$212,515.44 (ending 5/2/2012).
The Borrower is asking that the Housing Authority allow the Executive Director to provide
written confirmation of the aforementioned formal loan forgiveness, including the amount
forgiven and the remaining principal balance.
Item 5. - 2 xB -46-
Dept. ID ED 13-01-Page 3 of 3
Meeting Date: 1/22/2013
Future Subordination and Loan Forgiveness — Staff is requesting authorization for the
Executive Director to approve future subordination agreements and loan principal and
interest forgiveness provided that the Owner/Borrower has been in compliance with the
terms of the Sea Aire Agreement dated May 2, 1994. Owner/ Borrower shall receive no
cash from subordination transaction. However, closing costs may be added to the first loan
that the Housing Authority will be subordinate too.
Environmental Status: Not Applicable
Strategic Plan Goal:
Enhance Economic Development
Attachment(s):
1. Subordination Agreement
2. Affordable Housing Agreement (Rehabilitation of 725 — 733 Utica)
HB -47- Item 5. - 3
ATTACHMENT # 1
RECORDING REQUESTED BY: ��/
AND WHEN RECORDED MAIL TO:
Union Bank Of California, N.A.
Attn: Asset Management
P.O. Box 30115
Los Angeles, California 90030-0115
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Borrower: Sea Aire Apartments, LLC
Property: 725-733 Utica Avenue, Huntington Beach
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this _
day of December, 2012, by and among the HOUSING AUTHORITY OF THE CITY
OF HUNTINGTON BEACH, a public agency, corporate and politic (the "Authority");
SEA AIRE APARTMENTS, LLC, a California Limited Liability Company
("Borrower"); and Union Bank, N.A. ("Lender").
RECITALS:
A. The City of Huntington Beach formed the Huntington Beach
Redevelopment Agency (the "Agency") that continuously engaged in redevelopment
activities under the Community Redevelopment Law (California Health and Safety
Code Sections 33000 et seq.) By enactment of Part 1.85 of Division 24 of the
Health and Safety Code, the Agency was dissolved on February 1, 2012, such that
the Agency was deemed a former Redevelopment Agency.under Health and Safety
Code section 34173(a).
B. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code, the
City Counsel of the City of Huntington Beach adopted Resolution No. 2012-02,
subject to all reservations therein stated, designating the Authority to receive a
transfer of, without limitation, all of the housing assets, rights, powers, duties,
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08-1563/21244
{1015 10021 1 00454508.DOC;31
obligations, liabilities and functions previously performed by the Agency upon the
dissolution of the Agency, including enforcement of affordability covenants and
performance of related activities pursuant to application provisions of the Community
Redevelopment Law (Part 1, commencing with Section 33000), including, but not
limited to, Section 33418.
C. Borrower owns fee title to the real property described on Attachment
No. "1" (the "Property") attached hereto and incorporated herein by reference. The
Agency and the predecessor owner of the Property, Associates Nine, a California
general partnership ("Original Developer") entered into an Affordable Housing
Agreement dated as of November 22, 1996, ("Affordable Housing Agreement").
Pursuant to the terms of the Affordable Housing Agreement, Original Developer
executed a promissory note dated November 22, 1996 in favor of the Agency in the
amount of FOUR HUNDRED FORTY SIX THOUSAND DOLLARS ($446,000.00)
(the "Agency Loan") to assist Original Developer in the rehabilitation of the Property
as an affordable housing complex. The Agency Loan is secured by a Deed of Trust
With Assignment of Rents encumbering the Property (the "Agency Deed of Trust"),
which Agency Deed of Trust was recorded on July 2, 1997 as Instrument Number
19970315243 of the Official Records of Orange County, State of California ("Official
Records"). All capitalized terms not defined herein shall have the meanings
ascribed to them in the Affordable Housing Agreement.
D. The Agency and Original Developer also entered into that certain
Declaration of Covenants, Conditions, and Restrictions recorded against the
Property (the "Agency Covenants") recorded on July 2, 1997 as Instrument
Number 19970315244 of the Official Records, which contains certain use restrictions
affecting the Property.
E. Borrower acquired title to the Property from Original Developer on or
about December 22, 1997. Title to the Property as acquired by Borrower is subject
to the Agency Covenants. Borrower has assumed the obligations of Original
Developer under the Agency Loan and the Agency Deed of Trust pursuant to a
certain Assumption Agreement dated as of June 16, 2008.
F. Borrower has obtained or is proposing to obtain a loan from Lender in
an amount not to exceed the original principal amount of Two Million Six Hundred
Ninety Thousand Dollars ($2,690,000) (the "Lender Loan"). To repay the Lender
Loan, Borrower has executed or proposes to execute a deed of trust encumbering
the Property to secure a promissory note in the sum of the Lender Loan, payable
upon the terms and conditions described in such note (respectively, the "Lender
Deed of Trust" and "Lender Note").
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{1015 1 00211 00454508.DOC;3}
G. Lender is willing to make the Lender Loan provided the Lender Deed of
Trust is a lien or charge upon the Property prior and superior to the lien or charge of
the Agency Deed of Trust, and provided that the Authority, as successor-in-interest
to the Agency, will specifically and unconditionally subordinate the lien or charge of
the Agency Deed of Trust to the lien or charge of the Lender Deed of Trust.
H. It is to the mutual benefit of the Lender, Authority, and Borrower that
the Lender make the Lender Loan to Borrower; and the Authority has agreed that
the Lender Deed of Trust shall, when recorded, constitute a lien or charge upon the
Property which is unconditionally prior and superior to the lien or charge of the
Agency Deed of Trust, subject to the specific terms and provisions of this
Subordination Agreement.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the
Authority, Lender, and Borrower, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lender to
make the Lender Loan, it is hereby declared, understood, and agreed as follows:
1. Subordination by Authority
1.1 Subordination of Agency Deed of Trust to Lender Deed of Trust.
The Lender Deed of Trust (and any renewals or extensions of, or advances,
including interest, thereunder) shall unconditionally be and remain at all times a lien
or charge on the Property, prior and superior to (i) the lien or charge of the Agency
Deed of Trust , (ii) all present and future indebtedness and obligations secured
thereby , and (iii) all rights and privileges of the Authority thereunder, provided that
the original principal balance of the Lender Loan (not including costs, expenses and
any other such ancillary amounts that may be payable with respect to the Lender "
Loan) does not exceed Two Million Six Hundred Ninety Thousand Dollars
($2,690,000).
1.2 Priority of Agency Covenants. The Agency Covenants shall
unconditionally be and remain at all times prior and superior to the Lender Deed of
Trust, the Lender Note and Lender's other related loan documents.
1.3 Covenants and Acknowledgments of the Authority. The
Authority declares, agrees and acknowledges that:
(a) The Authority consents to Borrower's obtaining the Lender
Loan.
(b) To Authority's actual knowledge, there is no breach, event
of default or default existing under the Agency Deed of Trust, or any circumstances,
event, omission or failure of condition which would constitute such a breach, default
or event of default after notice or lapse of time, or both.
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{1015 1 0021 1 00454508.DOC;3}
(c) By its Notice of Completion For Rehabilitation Project
recorded in the Official Records on June 12, 1997, as Instrument Number
19970270748, the Agency certified as to Original Developer's completion of the
rehabilitation project.
2. Reliance by Lender and the Authority. The Lender would not make the
Lender Loan and the Authority would not have agreed to subordinate the Agency
Deed of Trust without this Subordination Agreement and each of the undersigned
understands that in reliance upon, and in consideration of, this waiver,
relinquishment 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 such
reliance upon this waiver, relinquishment and subordination.
3. Notice to the Authority. in the event of a breach or default by Borrower
under the terms of the Lender Note, Lender Deed of Trust, or other Lender Loan
documents, Lender shall provide the Authority with written notice of such breach or
default concurrently with providing such notice to Borrower. Upon receipt of such
notice of breach or default, the parties hereto agree that the Authority shall have
each of the following rights so long as either the Agency Covenants or the Agency
Deed of Trust encumber any portion of the Property or interest therein:
(a) To cure the noticed default at any time Borrower has the right to
cure the noticed default, whether under the Lender Note, the Lender Deed of Trust
or Lender's other related loan documents, or pursuant to applicable law.
(b) To negotiate with the Lender regarding the noticed default at any
time prior to the foreclosure of the Lender Deed of Trust or other lien.
The Lender agrees that the exercise of any of the rights set forth in this
Section by the Authority shall not give rise to any right on the part of the Lender to
exercise any right to accelerate the amounts due under the Lender Loan.
3.1 Disbursements. Lender, in making disbursements of the
proceeds of the Lender Loan, is under no obligation or duty to, nor has Lender
represented that it will, see to the application of such proceeds by the person or
persons to whom disbursements thereof are made and any application or use of
such proceeds for purposes other than those provided in the documents evidencing
and securing the Lender Loan shall not defeat the subordination herein made in
whole or in part.
4. Miscellaneous
4.1 Entire Agreement. This Subordination Agreement shall be the
whole and only agreement with regard to the matters set forth herein and shall
supersede and cancel, but only insofar as would affect the priority between the
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08-1563/21244
{1015 10021 J 00454508.DOC;3}
Lender Deed of Trust on the one hand, and the Agency Deed of Trust on the other
hand, any prior agreement as to such subordination including, but not limited to,
those provisions, if any contained in the Agency Deed of Trust, which provide for the
subordination of the lien or charge thereof to another deed or deeds of trust or to
another mortgage or mortgages, upon the Property.
4.2 Successors and Assigns. This Subordination Agreement shall
inure to and bind the heirs, legatees, devisees, administrators, executors,
successors and assigns of the parties hereto.
4.3 California Law. This Subordination Agreement shall be
construed according to the laws of the State of California.
4.4 Severability. If any term, provision, condition or covenant of this
Agreement or the application thereof to any party or circumstances shall, to any
extent, be held invalid or unenforceable, the remainder of this instrument, or the
application of such term, provision, condition or covenant to persons or
circumstances other than those as to whom or which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
4.5 Notice. Any notice, demand, request, consent, approval or
communication that any party desires or is required to give to another party or any
other person must-be in writing and may be given by (i) personal delivery, (ii) by
courier service that provides a receipt showing date and time of delivery, or (iii) by
registered or certified mail, return receipt requested, postage prepaid. Notices shall
be directed at the address of such party hereinafter set forth, or such other address
and to such other persons as the parties may hereafter designate. Any such notice
shall be deemed given upon receipt if by personal delivery or courier service, or if by
mail the earlier or (x) actual receipt or (y) forty-eight (48) hours after deposit in the
United States mail.
If to Authority: Housing Authority of the City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Executive Director
If to Borrower: Sea Aire Apartments, LLC
1180 S. Beverly Drive, Suite 320
Los Angeles, CA 90035
Attention: Yaron Levy and Yael Levy
If to Lender: Union Bank of California
18300 Von Karman Avenue, Suite 200
Irvine, CA 92612
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{1015 1 0021 1 0045450S.DOC;3}
4.6 Attorney's Fees. In the event that any action, suit or other
proceeding is brought to enforce the obligations of under this Agreement, each party
shall bear its own costs and expenses of suit, including attorneys' fees, expert
witness fees and all costs incurred in each and every such action, suitor other
proceeding, including any and all appeals or petitions therefrom.
4.7 Counterparts. This Subordination Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER,
PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
*"BORROWER" HOUSING AUTHORITY OF THE
SEA AIRE APARTMENTS, LLC, CITY OF HUNTINGTON BEACH, a
A California Limited Liability Company public body corporate and politic
By:
Chairman
By:
*"LENDER"
Authority Clerk
UNION BANK, N.A. APPROVED AS O FORM:
By- � )_Aeral
By. �,, , Authority Geunsel
Print Name:
Its: INITIA N P ROVED:
Date: By:
Deputy Executive Director
REVIEW A D APPROVED:
*Signed in counterpart
By:
ecutive Director
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08-1563/21244
{1015 1 0021 1 00454508.DOC;3}
ATTACHMENT NO. "I" TO SUBORDINATION AGREEMENT
(Description of Property)
Property Description. The real property referred to in Recital A is located in the State of
California, County of Orange; City of Huntington Beach, and is described as follows:
rfirF���Et: L�
M IE WE-Sr 50 m=ET UP 1HE EST 250 FED'OF BL= Zme Sks 5� vqu--t TRAM F, F4'��=I�'OF
K—ONrT IM'O� BEA 4f MAT-OF ORANGE, sz�of CAL Ft IORNM- AS PE RZ MAP K--MRDED IN BOOK
A, pAGE W$C;E k� r el t =` f THE L F1 � 4' `L GF i ljhTf
PAR= 2C
W:)CK 2108 OF 7-F5 -t t'TUA TMCT, 1N T11E Cl-,Y Cr HLU'[+l-IF1GTIZN B5k, CiDIGPc�, OF
ORANGE, gTA-tE OF CNUM,NIA, AS EAR MAp RF-MlWa) W, F a0K 1 PAGE 55 OF 1419ME LkNEOUS
MAPS;N 7HE OMM OF THE GOLI+aN RECORDER CG DU�Ty.
i��i�CEr p�
THE}►E�T-Sg ;_EET 1'�j EA-Izr 140a FEET OF BLDCC 21M OF EAc D TRA I, E T�ff C17 Y
OF AUNT MN DEAD, Q NTY 0 R +fl F, STA i�� u FE E AS PER V � Tt4
RJEC Z-R OF E` er,
7
08-1563/21244
{1015 1 0021 1 00454508.DOC;3}
State of California )
County of )
On before me, , (here
insert name and title of the 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
thin instrument and acknowledged to me that he/she/they executed the same in
within
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
8
08-1563/21244
{1015 1 0021 1 00454508.DOC;3}
State of California )
County of )
On before me, , (here
insert name and title of the 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.
Signature
(Seal)
9
08-1563/21244
{1015 1 0021 1 00454508.DOC;3}
State of California )
County of )
On before me, , (here
insert name and title of the 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.
Signature
(Seal)
10
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{1015 1 0021 1 00454508.DOC;3)
ATTACHMENT #2
Ha ,a Item , 15
Recorded in the County of Orange, California
Gary L. Granville, Clerk/Recorder
RECORDING REQUESTED BY ) IIIIIII IIIII111111ili11111111111111111111 II.IIIIIIIIIIIII IIII IIII No Fee
AND WHEN RECORDED MAIL.TO: ) 1997035244 1 ,42pm 07/02/97
Redevelopment Agency of* the City ) 005_ .26010212..26 25
0 Huntington Beach ) .` D02 .16 7.00 45:00 0.00 0:00. 0_.0.0 0.00 .
2000 Main Street
Huntington Beach, Ca. 92648 )
Attn: City Clerk
— 1
(Space above for recorder.)
This Agreement is recorded at the request and for the benefit of the Agency and is exempt from
the payment of a recording fee pursuant to Government Code Section 6103.
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH !�
DECLARATION OF COVENANTS, CONDITIONS, ' ~
AND RESTRICTION
3 j THIS DECLARATION.-OF COVENANTS, CONDITIONS,AND.RESTRICTIONS-(the
"Declaration")is entered into thisZZd day of Aleve"k-r , 1996,by and between the
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body
corporate and politic the"Agency"),
, � g
rP po and ASSOCIATES NINE a California eileral
partnership(the "Developer").
RECITALS,
A. The Developer is fee owner of record of that certain real property (th�"Site")
located in the City of Huntington Beach, County of Orange, State of California legally described-
in the attached Exhibit"A'. The Site is the subject of an Affordable Housing Agreement(the
"Agreement")for the rehabilitation, operation and maintenance of an affordable housing project.
B. The Agreement provides for the execution and.recordation of this document.
Except as otherwise expressly provided in this Declaration, all terms shall have the same
meanings as set forth in the Agreement.
NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS
FOLLOWS:
TaXxem t• This document is solely, for the
P Government Agency official L-n-4—s,s Of t2 e City
CITY OF HU"�T!N FTOI% ACH gE _
of Hu^tir. ao:: �� '� �, as contem-
__ -way, cmC plated L^.'e^ 6c�r�zr: e:�t Code
C;erk
sec. 6103 and should be recorded
Page 1 of 11 free of charge.
GA-96A.-re �it�aUi# aQfY Clerk
Item 5. - 16 HB -60-
1. AFFORDABLE HOUSING
(a) Number of Units. The Developer covenants and agrees to rehabilitate
a total of thirty-six(36)multifamily housing units on the Site in conformance with the Scope of
Rehabilitation(Attachment No. 5 to the Agreement).:: The Developer agrees to make available,
restrict occupancy to,and rent all of the units to"Lower Income Households" at an "Affordable
Rent" (the "Affordable Units").
"Lower Income Household" shall mean a household earning not greater
than sixty percent (60%)of Orange County median income, as determined by the United States
Department of Housing and Urban Development, as set forth in Health and Safety Code Section
50079.5.
"Affordable Rent" shall have the meaning set forth in Health and Safety
Code Section 50053, as further defined in subparagraph(e)of this Section 27.
(b) Duration of Affordability Requirements. The Affordable Units shall be
subject to the requirements of the Agreement and this Declaration of Covenants, Conditions and
Restrictions for thirty (30)years, beginning on the date of the Agency's issuance of a Certificate
of Completion for the Project(the "Commencement Date"). The duration of this requirement
shall be known as the "Affordability Period." The Affordability Period may be extended upon
mutual agreement of the parties, evidenced by a written amendment to the Agreement. All
tenants residing in the.Affordable.Units.during the last two(2)years of.the.Affordability Period
shall be given notice at least once every six(6)months of the expiration date of this requirement,and that the rent payable on the Affordable Unit may be raised to a market rate rent at the end of
the Affordability Penod,.. The.Developer consents.to the recording of this Declaration in the
official records of Orange County,California.
(c) Income of Tenants. Prior to the rental or lease of any Affordable Unit to
a tenant, and annually thereafter within thirty(30)days of the anniversary date of the tenant's
occupancy of the Affordable Unit,the Developer shall submit to the Agency a completed income
computation and certification form, in the form of Attachment No.8 to the Agreement or such -
other form as may be provided by the Agency. The Developer shall certify that to the best of its
knowledge each tenant renting an Affordable Unit is a Lower Income Household,and meets the
eligibility requirements established for the Affordable Unit. The Developer shall obtain an
income certification from the tenant of each Affordable Unit and shall certify that,to the best of
the Developer's knowledge, the income of the tenant is truthfully set forth in the income
certification form. The Developer shall verify the income certification of the tenant in one or
more of the following methods as specifically requested by the Agency:
(1) obtain two(2)paycheck stubs from the tenant's two(2)most recent
pay periods.
(2) obtain a true copy of an income tax return from the tenant for the
most recent tax year in which a return was filed.
(3) obtain an income verification certification from the employer of
the tenant. 4:
Page 2 of 11
G:4-96A o ree:Utiea:Attach?
HB -61- Item 5. - 17
f , j (4) obtain an income verification certification from the Social Security
Administration and/or the California Department of Social Services if the tenant receives
assistance from such agencies.
(5) obtain an alternate form of income verification reasonably
requested by the Agency;if none of the above-forms of verification.is available to the Developer. . .
A person or family who at the time of income certification qualified as a
Lower Income Household shall continue to be deemed so qualified,until such time as the person
or family's income is redetermined and the person or family is determined by the Agency to no
longer be so qualified, even if such person or family's income has subsequently increased to an
amount above the applicable income level. Upon the Agency's determination that the tenant is
no longer qualified as a Lower Income Household,the next available unit of comparable size
must be rented to (or held vacant and available for immediate occupancy by) a Lower Income
Household. Such new tenant shall then constitute a Lower Income Household for the purposes
of the Agreement and this Declaration and until such next available unit is rented to such tenant,
the former Lower Income Household who has ceased to qualify as such shall be deemed to
continue to be a Lower Income Household for the purposes of this Declaration and the
Agreement.
The Developer shall annually submit to the Agency a certified statement
of the rental rate, income, ages and family size of each of the tenants of the Affordable Units in a
form of Attachment No.9 to the Agreement or such other form as may be provided by the
Agency.
(d) Determination of Affordable,Rent for the Affordable.Units.Each
Affordable Unit shall be rented at an"Affordable Rent" to be established by the Agency as
provided herein. The maximum monthly rental amount for the thirty-six(36)Affordable Units
required to be rented to Lower Income Households shall be established at one-twelfth(1/12) of
thirty percent(30%) of sixty percent(60%) of Orange County median income, less an
established utility allowance, as annually determined and published by the United States
Department of Housing and Urban Development. -
The maximum monthly rental amount for each Affordable Unit to be
rented to Lower Income.Households shall be based upon the assumed household size of two (2)
persons for each one (1)bedroom unit and three(3)persons for each two(2)bedroom unit,
except as hereinafter provided. Upon the rental of any Affordable Unit to a Lower Income
Household which is a"Section 8 Recipient," as defined therein ("Section 8 Unit"), the maximum
monthly rental amount for the next Affordable Unit rented to a Lower Income Household which
is not a Section 8 Recipient shall be based upon the actual household size of the person or
persons occupying such Affordable Unit ("Actual Household Size Unit"). In the event any.such
Section 8 Unit is vacated and rerented to a Lower Income Household which is not a Section 8
Recipient,then upon the next vacation of an Actual Household Size Unit,such vacated Actual
Household Size Unit,shall no longer be an Actual Household Size Unit and the maximum
monthly rental amount for such Affordable Unit shall be based upon the assumed household size
of two (2)persons if it is a one (1)bedroom unit and three (3)persons if it is a two(2) bedroom
Page 3 of 11
SApee:Utica:Anach7
Item 5. - 18 HB -62-
unit. In no event,however, shall the rerenting of a Section 8 Unit to a Lower Income Household
which is not a Section 8 Recipient authorize the Developer to increase the rental amount charged
to an existing tenant of an Actual Household Size Unit. Further,in no event shall the rent by the
Developer exceed the rent level defined for Low Income Households in Health and Safety Code
Section 50053. If the tenant,is a Section 8 Recipient,.the sum of that Tenant's rent payment and
the federal subsidy may not be greater than the rent charged to a non-Section 8:Recipient..
Further, in no event shall the rent charged by the Developer exceed the level defined for Lower
Income Households in Health& Safe, Code Section 50053. If the tenant is a Section 8
Recipient,the sum of that Tenant's rent payment and the federal subsidy may not be greater than
the rent charged to a non-Section 8 Recipient.
THE DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES
THAT THE MAXIMUM RENTAL PRICE TO BE ESTABLISHED BY THIS FORMULA IS
NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT AMOUNT OF THE
AFFORDABLE UNITS,AND IS PROBABLY ESTABLISHED AT A PRICE WHICH IS
SUBSTANTIALLY BELOW THE FAIR MARKET RENT AMOUNT.
Developer Initials:
The maximum monthly rental amount for the Affordable Units shall be
determined by the Agency not earlier than ninety(90)days after the date of issuance of building
permits and not later than the Commencement Date. The maximum monthly-rental amount of-
the Affordable Units shall be adjusted annually by the formula set forth above upon the "`!
publication of revised Orange County median income figures by the United States Department of -'
Housing and Urban Development.
(e) Selection of Tenants. Developer shall use its best efforts to rent the
Affordable Units to qualifying tenants who are not recipients ("mn Section 8 Recipients") of
federal certificates or vouchers for rent subsidies pursuant to the existing program under Section
8 of the United States Housing Act of 1937 or its successor("Section 8 Program"). In the event
that Developer is unable to rent an available unit to a non-Section 8 Recipient,then Section 8
Recipients may be considered as tenants. If the Developer is still unable to rent the available
unit, the Agency may, at its sole option, identify a lower income household to occupy the
available unit.
(f) Low Income Housing Tax Credits. If the Developer receives Low Income
Housing Tax Credits for the rehabilitation project,no less than fifty percent (50%) of the net
syndication proceeds must be used to reduce the outstanding Agency Loan balance on the
Project.
3
Page 4 of 11
GA-96Agree:Utica:Attach?
HB -63- Item 5. - 19
2. NON-DISCRIMINATION
The Developer, on behalf of itself and its successors, assigns, and each successor
in interest to the Site or any part thereof, hereby covenants and agrees:
(a) To.use, devote,operate.and maintain the Site and each part thereof, for the
purposes and the residential uses specified in the Agreement.
(b) Not to discriminate upon the basis of sex, marital status,race, color,creed,
religion, national origin, or ancestry in the sale, lease, sublease,transfer or rental, or in the use,
occupancy,tenure,or enjoyment of the Site or any improvements thereon, or of any part thereof.
Each and every deed, lease, and contract entered into with respect to the Site shall contain or be
subject to substantially the following nondiscrimination or nonsegregation clauses:
(1) In deeds: "The grantee herein covenants by and for itself,its
successors and assigns,and all persons claiming under through them,that there shall be no
discrimination against or segregation of any person or group of persons on account of sex,
marital status,race, color, creed,religion,national origin, or ancestry in the sale, lease, rental,
sublease,transfer,use occupancy,tenure,or enjoyment of the land herein conveyed, nor shall the
grantee itself or any persons claiming under or through it, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number,use
: ,or.occupancy of tenants,lessees- subtenants, sublessees;.orvendees in the land herein conveyed.
The foregoing covenants shall run with the land."
(2) In leases.;,':The lessee herein covenants by.,and._for;i I f, its
successors and assigns, and all persons claiming under or through them, and this lease is made
and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation or any
person or group of persons;on account of sex, marital status, race, color,creed,religion, national
origin, or ancestry,in the leasing, renting, subleasing,transferring, use, occupancy;tenure,or --
enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or
through it, establish or permit such practice or practices of discrimination or segregation with
reference to the selection, location, number,use or occupancy of tenants, lessees, sublessees,
subtenants,.or vendees in.the land herein leased."
(3) In contracts: "There shall be no discrimination against or
segregation of, any persons, or group of persons on account of sex,marital status, race, color,
creed,religion,national origin,or ancestry in the sale, lease,rental, sublease,transfer,use,
occupancy, tenure or enjoyment of the land,nor shall the transferee itself or any person claiming
under or through it, establish or permit any such practice or practices of discrimination or
segregation with references to the selection,location, number,use or occupancy of tenants,
lessees, subteriants, sublessees or vendees of the land."
Page 5 of 11
Agree:Utica:AttachT
Item 5. - 20 xB -64-
3. USE RESTRICTIONS
The Site shall be occupied,used and maintained as follows:
(a) Each-dwelling unit shall.be used only for private apartment.dwelling
purposes, with appurtenant facilities,and for.no other purposes.
(b) All signs on the property shall conform with all ordinances and other
regulations of the City.
(c) The Developer and the occupants shall not permit or suffer anything to be
done or kept upon said premises which will increase the rate of insurance on any building, or on „
the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere
with the rights of other occupants,or annoy them by unreasonable noises or otherwise,nor shall
any occupant commit or permit any nuisance on the premises or fail to keep the premises free of
rubbish,clippings and trash or commit or suffer any illegal act to be committed thereon. The
Developer shall comply with all of the requirements of all governmental authorities with respect
to the premises. If by reason of the occupancy or uses of the premises the rate of insurance on
the Site shall be increased,the Developer shall become personally liable for the additional
insurance premiums.
(d).. ;-. here shall be no structural alteration,construction:or removal.of an ...
'building, fence or other structure on.the Site.(other than repairs or rebuilding permitted herein)
without the approval of the City or the Agency and in accordance with the City Code.
(e) The Developer shall not permit the parking, storing or keeping of any
vehicle except wholly within the parking areas designated therefor. The Developer shall not
permit the parking, storing or keeping of any large commercial type vehicle(dump truck,cement
mixer truck, oil or gas truck, etc.), or any recreational vehicle (camper unit,camper shell
detached from a private passenger vehicle,motor home,trailer,boat trailer,mobilehome or other
similar vehicle,except when parked within an enclosed parking space),boats over twenty(20)
feet in length or any vehicle other than a private passenger vehicle upon any portion of the Site,
including parking spaces. The Developer shall not permit major repairs or major restorations of
any motor vehicle,boat,trailer, aircraft or other vehicle to be conducted upon any portion of the
Site, including parking spaces, except for emergency repairs thereto nand then:only to the extent
necessary to enable movement thereof to a proper repair facility. No inoperable vehicle shall be
stored or kept anywhere on the Site. The Developer shall have the right to remove,at the tenant's
expense, any vehicle parked, stored or kept in violation of the provisions of this Declaration. In
addition, all provisions of the Huntington Beach Municipal Code,including amendments thereto,
shall apply.
Page 6 of 11
G:4-96Ag=:Utica:Anach7
Hs -65- Item 5. - 21
z 5. OCCUPANCY
Occupancy of each dwelling unit shall be restricted to occupancy standards set
forth in the Huntington Beach Municipal Code or state standards, as are effective or as may be
effective or amended. The Developer shall not be permitted to lease.or rent any dwelling unit
thereon for transient or hotel purposes..;Any lease or rental agreement covering an apartment
shall provide that the terms of the lease or rental agreement'shall be subject in all respects to the
provisions of this Declaration of Conditions, Covenants and Restrictions and that any failure by
the lessee to comply with the terms of such documents shall be a default under the lease or rental
agreement. All leases and rental agreements shall be in writing. All prospective
tenants/occupants of the Site shall make application through the Developer.
6. INSPECTION
To the extent permitted by law,the City of Huntington Beach and the Agency
shall have the right of entry, at reasonable business hours and upon no less than twenty-four(24)
hours advance notice, onto the Site to inspect for the need for repairs or maintenance. Entry onto
the Site or into any unit for other than emergency
repairs may be made only after such advance notice and request for entry. If request for entry is
denied or the Site or any applicable unit is unoccupied,the City or Agency may apply for an
j appropriate warrant or other order from a court of appropriate jurisdiction.
;t 7. SUBDIVISION
No-part of the Site shall at any time be<owned.by a cooperative housing
corporation, nor shall the Developer take any steps in connection with a conversion to such
ownership or uses. Other than obtaining a final subdivision map on the Site and a final
subdivision public report from the California Department of Real Estate,the Developer shall not
take any steps in connection with a conversion of the Site to a condominium ownership, or with a
conversion of the Site to"timeshare" ownership.
8. EXTERIOR M NANC
The exterior areas of the Site shall be kept free of rubbish, debris and other
unsightly or unsanitary materials. Exterior yard areas,and parking areas shall be kept free of
deterioration;including: potholes, cracks in asphalt so as to become uneven, unsightly surface
conditions,weeds growing through asphalt. Perimeter fencing, landscaping and irrigation
system shall be routinely inspected and maintained in good condition.
Each occupant of the Site shall have the affirmative obligation to prevent what
might by considered a fire hazard or a condition dangerous to the public health, safety and
general welfare; or constitute an unsightly appearance or otherwise detract
from the aesthetic and property values of neighboring dwelling units and properties. The
i following minimum performance standards for the maintenance of buildings, yards, and
-` landscaping shall be adhered to by the Developer:
Page 7 of 11
-" aree:Utica:Anach7
Item 5. - 22 HB -66-
(a) Landscaping on the Site shall be absent of the following:
(1) Lawns with grasses in excess of six (6) inches in height.
.(2) Untrimmed hedges.
(3) Trees, shrubbery, lawns and other plant�life dying from lack of
water or other necessary maintenance.
(4) Trees and shrubbery grown uncontrolled without proper pruning.
(5) Vegetation so overgrown as to be likely to harbor rats or vermin.
(6) Dead, decayed or diseased trees,weeds and other vegetation.
(7) Inoperative irrigation system(s).
(b) Yard areas shall be maintained so as to be absent of the following:
'(1) Broken or discarded furniture, appliances and other household
equipment stored in-yard areas for periods exceeding one(1)week.
(2) Packing boxes,lumber,trash,dirt and other debris stored in yards
for unreasonable periods in areas visible from public property or neighboring properties. --
(3) Unscreened trash cans,bins or containers stored for unreasonable
periods in areas visible from public streets and common areas.
(c) No building,wall or fence may be left in an unmaintained condition so
that any of the following exist:
(1) Buildings abandoned,boarded up,partially destroyed or left
unreasonably in a state of partial construction.
(2) Unpainted buildings or buildings with peeling paint in such a
condition as to:
i. Cause dry rot,warping and termite infestation;or
ii. Constitute an unsightly appearance that detracts from the
aesthetic or property values of neighboring properties.
(3) Broken windows, constituting hazardous conditions and/or inviting
trespassers and malicious mischief.
Page 8 of 11
GA-95Agree:Utica:Attach7
HB -67- Item 5. - 23
(4) Damaged garage doors that may become inoperative or unsafe to
-' operate.
(5) Graffiti remaining on any portion of the property for a period
exceeding 72 hours.
(6) Building interiors and exteriors shall be maintained to meet
standards of similar residential property in the City of Huntington Beach.
9. AGENCY AND CITY RIGHT OF REVIEW AND ENFORCEMENT
The City of Huntington Beach("City")and the Agency shall be made parties to
this Declaration for the limited purpose as specified herein as follows:
(a) Changes or amendments to this Declaration must be submitted for City
and Agency review and approval.
(b) In the event of inaction by the Developer,the City and Agency are hereby
granted expedient power to enforce all provisions of this Declaration including, but not limited
to,the maintenance of the Improvements and all yards, buildings and landscaping areas within
the Site. .
(c) The City and Agency are hereby granted the express power to enforce all
laws.,and ordinances of the.State of California and/or the City on,yards;,structures;.and private-
parking areas within the Site. Nothing within this Declaration,however, shall be construed as
imposing an obligation or requiring the City or Agency to enforce any provision thereof.
(d) The City and the Agency shall be given prior written notice of any
proposed amendment to this Declaration. Such notice shall be given by mailing a copy of the
precise language of the proposed amendment to the City of Huntington Beach, c/o City Clerk, -
together with a letter of transmittal explaining the proposed change in general terms. The City
and the Agency shall have an opportunity to review and comment upon the proposed amendment
for a period of not less than forty-five(45)days prior to the effective date of any such proposed
amendment. If the City or Agency fail to.respond within forty-five(45) days,the proposed
change(s)and aniendment(s) shall be deemed approved,unless that time period is extended by
mutual agreement of all parties.
10. C V of Huntington Beach Right of Entry for Code Enforcement, Repair and
Traffic Regulation
(a) Right of Entry. To the extent permitted by law, Developer hereby
acknowledges and intends and thus grants to the City,through the City's duly authorized agents
or employees, the right to enter upon the Site for the following purposes:
Page 9 of 1 I
r.•n_o�q.ree:Utica Attach?
Item 5. - 24 HB -68-
(1) Inspection, maintenance and repair of the Site.
(2) Enforcement of local traffic and/or parking regulations.
(b) Reimbursements of City Expenditures. All costs and expenses
incurred by the City arising out of its inspection,.maintenance and repair of the-Site, as provided ..
hereinabove("City Maintenance.Costs"), shall be charged as an expense of the.Developer and
shall be paid within ten(10)days of receipt of an invoice for same.
(c) Assessments and Lien Rights of the City. If City Maintenance
Costs are not paid within thirty(30)days from the date due, said unpaid costs and expenses shall
become a special assessment against the.Site and,upon confirmation by the City Council, shall
be collected in the same manner as real property taxes and shall be subject to the same penalties,
procedures and sale in case of delinquency as is provided for real property taxes.
11. MISCELLANEOUS PROVISIONS
(a) If any provision of this Declaration or portion thereof; or the
application to any person or circumstances, shall to any extent be held invalid, inoperative or
unenforceable,the remainder of this Declaration, or.the application of such provision or portion
thereof to any other persons or circumstances, shall not be affected thereby; it shall not be
deemed that any such invalid provision affects the consideration for this Declaration; and each
.provision of this Declaration.shall be.valid.and enforceable.to the fullest extent permitted-bylaw-. \,
This Declaration shall be construed in accordance with the laws of
the;:Skte,:of.Galfornia,.:.. .
(c) In the event action is instituted to enforce any of the provisions of
this Declaration,the prevailing party in such action shall be entitled to recover from the other
party thereto as part of the judgment,reasonable attorney's fees and costs.
(d) The Developer shall be required to take all reasonable steps -
necessary to insure that each tenant and all assignees,and transferors have knowledge of all
terms and conditions of this Declaration.
12. Runs with the Land
The covenants and agreements established in this Agreement shall,without regard to
technical classification and designation,be binding on the Developer and any successor in
interest to the Site, or any part thereof, for the benefit of and in favor of the Agency,its successor
and assigns, and the City of Huntington Beach. All the covenants contained in this Agreement
shall remain in effect for the Affordability Period, and shall automatically terminate and be of no
further force or effect after such time except for the covenants against discrimination contained
in Section 2 hereof,which shall remain.in effect in perpetuity
Page 10 of 11
G:4-96Agree:Utica:Aaach 7
xB -69- Item 5. - 25
IN WITNESS WHEREOF,the Agency and the Developer have executed this Declaration
of Conditions, Covenants and Restrictions by and through their authorized officers on this ZZd
day of IV*ve&t bo r , 1996..
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a
public body corporate and politic
By: AL
Chairman
ATTEST: APPROVED AS TO FORM:
Agency Clerk f,-Agency Attorney
REVIEWED AND APPROVED: INITIATED AND APPROVED:
q Exdcutive Director Director of EcononWbevelopment
11 a
ASSOCIATES NINE, a
California:geerat-partnership._
A�-B��
Horace C. Stovall
General Partner
Melvin R.Heckman
General Partner
Page 11 of 11
r.-A-Q(A gree:Utica:Attach7
Item 5. - 26 HB -70-
EXHIBIT"A" TO CERTIFICATE OF COMPLETION
FOR REHABILITATION PROJECT
LEGAL DESCRIPTION
All that certain land situated in the State of California, County of Orange, City of
Huntington Beach, described as follows:
Parcel 1
The West 50 feet of the East 250 feet of Block 2108, EASTSIDE VILLA TRACT, in the
City of Huntington Beach, County of Orange, State of California, as per map recorded in
Book 4, Page 65 of Miscellaneous Maps, in the office of the County Recorder of said
Orange County.
Parcel 2
Block 2108 of the EASTSIDE VILLA TRACT,as per map ree6rded.in Book 4;'Page 6S
of Maps,in the office of the County Recorder of said-Orange County.. }
EXCEPT the East 250 feet thereof.
Parcel 3
The West 50 feet of the East 200 feet of Block 2108 of EASTSIDE VILLA TRACT, as
per map recorded in Book 4, Page 65 of Miscellaneous Maps, in the office of the County
Recorder of said Orange County.
v
G:4-96Agree:Utica:Attach 6 HB -71- Item 5. - 27
-CALIFORNIA ALL-PURPOS_ ACKNOWLEDGMENT
�n_ / j
State of l�(.•�l�l
County of
y to1�'! before me, ( otz s1 Pu .
Date 22 �G �t:G
Name and Title of r(e.9�Jane Doe,Notary Pubf
Personally appeared DCt 5 (� ucc is i
C:Gl.t k"l t P�CY�bc-yC.l�c;Y
Names)of Signers) ..
personally known to me OR—
ce to be the person(
whose name�-is/subscribed to#he.within instrument
and acknowledged to me that,ha/sh executed the
same in his/her ei� uthorized capacity es ,and that by
IAURAAr NETS::1 his/her/their signatures on the instrument the persona
z _:� commission#1Cx_: or the entity upon behalf of which the person acted,
z : • Notary Public—Cc.ifo;: executed the instrument.
ORANGE COUNP
tvty Comm.Expires itJ WITNESS�myd and official seal.
LAURAA NELSON J
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z ••r- on1rt'tttiott#1066263 z
z Notalty Pubitc—Cotifornio z
Signature of.ORANGE COUNTY D
- tary Public
Comm.Ex 'res AA 23.1990
Though the information below- not required by law,it mOPTIONALvaluable to
persons relyirx3 on the fraudulent removal and reattachment of this form to another document document and could prevent
Description of Attached Document
Title or Type of Document: h P et Cc &vt:Li OA
Document Date: Kj 2.2_
Number of Pages:_ {
Signer(s) Other Than Named Above: r�1°Nr�c� Sh t�c i7 ��(�ZV� �145PId-11
Capacity(ies) Claimed by Signer(s)
Signer's Name: CL(J e Cu t i ��li,y� t�2
Signer's Name: t�v"tit-V1•�� c
❑ Individual El Individual
❑ Corporate Officer
Title(s): ❑ Corporate Officer
❑ Partner—❑ Limited:.❑ General Title(s):
El Attomey-in-Fact ❑ Partner El Limited ElGeneral
❑ Trustee ❑ Attomey-in-Fact
❑ Guardian or Conservator :-• ❑ Trustee
Other: /' ❑ Guardian or Conservator =_'
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Other: A<tnCtyejy�_ Top of thumb here
Signer Is Representing: Signer Is Representing:
Lee
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®1994 National Notary Association•8236 Remmet Ave..P-O.Box 7184•Canoga Park,CA 9130ft�•�•
Prod.No.5907 Reorder.Call Tolt-Free 1-800-876-6g27
Item 5. - 28 xB -72-
i
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of -
i
County of b��.cs?•n-•f�2 1
I
,I
On_ �}C before me, • or. Qanr
.
Date 7Name and Title of Olfisvte.
personally appeared
f�g Nameist of Signer(s) l
(' E3 proved to me on the basis of satisfactory evidence to be the persons) i
whose names)ismsubscribed to the within instrument I
and acknowledged to-me that he/eheA49y executed the
same in his'i1err�t;e;f�authorized capacityfies)t and that by
MAYBRICE LJOHNSON his4te64+9is<signature(c,) on the instrument the personfs),
COMM.#991835 or the entity upon behalf of which the person(s) acted,
z '-® Notary Ptbbc—Calforn:o j executed the instrument. )
ORANGE COUNTY
MY Comm.Expires MAY 11.1997
WITNESS my hand and official seal.
Signature of Wary Public
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent
t fraudulent removal and reattachment of this form to another document.
Decrrintinra of Att�nhnrl'ilr+n..v�•+erat _ _ _ _ � t
SUA ,4G-WITNESS CERTIFICATE("WITNESS JURAT")
State Of�e I�!A+f� On this the."day of 19 s-,before me,the undersigned
SS.
County of Notary Public,personally appeared P-Q 102h —4) (name of subscribing witness),
®.personally known to me
❑ proved to me on the oath affirmation of (name of credible
MAYBRIC'c L JOHNSON witness who identifies subscribing witness),a credible witness whom 1 know personally,
z ,-.a - CONM.#991835 z to be the person whose narr.e is subscribed to the within instrument as a witness thereto,who,beiRg
z Notary Public-California j
ORANGE COUNTY by me duty swom,deposes and Says that hc (he/she) present resent and saw
MY Comm.ppires MAY 1),1997 N IAT40.1k (name of principal signer not appearing before
Notary),the same person deschbed in and whose name is subscribed to the within and annexed in-
strument as a party thereto,execute the same,and that said affiant subscribed t S (his/her)
name to the within instrument as a witness at the request of AAt iy`^
(name of principal signer again)
(Notary's Signature)
ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this c rtifimte to another document.
Title or Type of Document
THIS CERTIFICATE
MUST BE ATTACHED Number of Pages A Date of Document 0 Lk-W-2�
TO THE DOCUMENT
F� DESCRIBED AT RIGHT: Signer(s)Other Than Named Above—oi�-
019V NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave•Canoga Park,CA S 1� —�
®1995 Nalional Notary Association•8236 Remmet Ave.,P.O.Box 7184 Canoga Park,CA HB -73-
Prod.No.5907 Reorder:Call TNI.1 Item 5. — 2 9
CALIFORNIA ALL-PURPOSE r
r-.-.-. - - - _ _ _ OSE ACKNOWLEDGfUIENT
State of
County of K
On ,1 `: before me,
�t
Date . . .
(' personally appeared
Name and Title of
Y
Nake
me(s)of Signer(s) ,
( �oved to me on the basis of satisfactory evidence to be the personfa)
i' whose name(&)is/afe.subscribed to the_within instrument t
(' and acknowledged to me that hek�•
same in his executed tf�e )
MAYBRICE L JONNSpIV I#ein his ie�wthorized capacity{ie_+and that by
his 9 e(q on the instrument the persor>
N0t/WCOMM-#99183S or the entity upon behalf of which the person(s) acted,
CRANGECOUNTY executed the instrument. „
( MY Corvn.Zq*es MAY i .1997 0
WITNESS my hand and official seal.
Signature ofjTmary Public 1
Though required by law,the information below is not OPTIONAL y
( may prove valuable to persons relying on the
fraudulent removal and reattachment of this formanother document docum
ent and could prevent
Description of Attached.Document )
Title or Type of Document:
r
- - -
ocument`Date.`_/l•�:z 9� - ->- - - ._:.. . . - -
Number of Pages:
Signer(s) Other Than Named Ab
ove: "
C -------------
apacity(ies) Claimed by Signer(s)
Signer's Name:
Signer's Name: -
-"�s� .
❑ Individual
❑ Corporate Officer ❑ Individual i
�
r Title(s): ❑ Corporate Officer
P-Partner—p Limited.L Tftle(s):.-
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❑ Attorney-in-Fact ❑ Partner—❑ Limited ❑.General
❑ Trustee ❑ Attorney-in-Fact y,
Guardian or Conservator -
❑ Trustees
❑ Other: ❑ Guardian or Conservator
Top of thumb here ❑ Other. Top of thumb here
Signer Is Representing:
Signer Is Representing:
------------
lc
0 1995 Nationat Notary Association• — — — _ — - —
8236 Remmet Ave.,P.O.Box 7184•Canoga Pa:i.CA 913G_-7184 — — — — — — - — ` — — _- - -= - ` - •_ - -_j�
Prod_No.5907 Reorder.Call Tot[-Free 1-800-876.6827
Item 5. - 30 xB -74-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
( . -
State ofD.
(: County of
On 2� 7; %997
t.
d Title of Officer(g.g:;'Jane Doe,N ry Public'
)ate Name in 1
personally appeared , 0��j - - '
Name(s)of Signer(s)
personally known to me to be the personEe
(' whose name{e)isAaFasubscribed to the within instrument
and acknowledged tome that.he hey executed the
same in hisAierfthetr authorized capacityP94 and that by '
• • ' MAYHRICE L JOF:
hisAieA49k signatureM on the instrument the person(&•),
' COh1M.*9913w or the entity upon behalf of which the person(oacted,"
z :-� ;
Z. Notary public-Califcrnla 'ORANGE C^Ulef executed the instrument..
`
My Comm.Expires RAAY i 1,1997
WITNESS my hand and official seal. )
•1
Signatu of Notary Public
OPT16NAL
Though the information below is not required bylaw,it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another documentI
Description of Attached Document
Title or Type of Document: )
.Q- fit--�-`�� •
l; Document Date: Zia-/4,6 Number of Pages 1/ ,
i Signer(s) Other Than Named Above: - _
Capacity(ies) Claimed by Signer(s)
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t'. Signer's Name: deew &- Signer's Name: - -
❑ Individual ❑ Individual
❑ Corporate Officer ❑ Corporate Officer
Title(s): T(tle(s):
❑ Partner—❑ Limited. = General ❑ Partner—G Limited 0 General �,,
( ❑ Attorney-in-Fact ❑ Attomey-in-Fact �s
❑ Trustee ❑ Trustee
0 - ❑ Guardian or Conservator - --
�,�uardian or Conservator
(' LV1 Vther: Top c-. umb here ❑ Other. Top of thumb here
(� Signer Is Representing: Signer Is Representing:
01995 National Notary Association•8236 Remmet Ave..P-O.Box 7184•Care-a Park.CA 913D9-7184 Prod.No.5907 Reorder.Call Tog-Free 1-800.876-6827
xB -75- Item 5. - 31