HomeMy WebLinkAboutJamboree Housing Corporation (JHC-Oakview LLC) and St. Joseph Health System - 2017-08-25Dept. ID ED 17-23 Page 1 of 2
Meeting Date: 8/21/2017
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CITY OF HUNTINGTON BEACH
REQUEST FOR. HOUSING AUTHORITY/CITY COUNCIL
ACTION
MEETING DATE: 8/21/2017
SUBMITTED TO: Honorable Mayor/Chairperson and City Council Members/Commissioners
SUBMITTED BY: Fred A. Wilson, City Manager/Executive Officer
PREPARED BY: Kellee Fritzal, Deputy Director, Business Development
SUBJECT: Approve and authorize execution of City and Housing Authority Subordination
Agreements with Jamboree Housing Corporation (JHC-Oakview LLC) and St.
Joseph Health Svstem for 17362 Koledo (Jamboree II)
Statement of Issue:
The City of Huntington Beach approved an Affordable Housing Agreement affecting the property
located at 17362 Koledo Lane for loans received by Jamboree Housing Corporation in 2007.
Jamboree Housing Corporation is currently in the process of refinancing their primary loan for the
property and has requested subordination approval from the City and Housing Authority.
Financial Impact:
No fiscal impact.
Housing Authority and City Council Recommended Action:
A) Approve and authorize execution and recordation of "Subordination Agreement" (City) by the
Mayor, City Manager and City Clerk; and,
B) Approve and authorize execution and recordation of "Subordination Agreement" (Authority
Loan) by the Authority Chairperson, Executive Officer and Clerk of the Housing Authority.
Alternative Action(s):
Do not approve subordinations.
Analysis:
On May 21, 2007, the Redevelopment Agency (now Housing Authority) and City Council approved
and executed an Affordable Housing Agreement with Jamboree Housing Corporation (Jamboree).
The Affordable Housing Agreement, Regulatory Agreement and Declaration of Covenants and
Restrictions secured loans in the amount of $1,580,000 from HOME Investment Partnership Act
and Agency Housing Set Aside funds for acquisition and rehabilitation of a five -unit apartment
property located at 17362 Koledo Lane. On August 6, 2007, the City Council approved revised City
and Agency Subordination Agreements that provided revised language requested by the lender.
As part of the 2007 Affordable Housing Agreement, Jamboree was required to secure a first
conventional loan in the approximate amount of $191,000. Jamboree is currently refinancing its
first conventional loan and has requested that the City subordinate to its new first loan in the
approximate amount of $175,293. Jamboree's financial lender requires that its loan occupy first
position on title. Pursuant to the Affordable Housing and Regulatory Agreements, subordinations
xB -355- Item 19. - 1
Dept. ID ED 17-23 Page 2 of 2
Meeting Date: 8/21/2017
are allowed with City approval. Jamboree's project is in compliance with City agreements;
therefore, Staff recommends approval of the City and Housing Authority Subordinations.
Environmental Status:
Not Applicable
Strategic Plan Goal: Not Applicable
Attachment(s):
1. City Subordination Agreement
2. Housing Authority Subordination Agreement
Item 19. - 2 HB _3-56_
CHICAGO TITLE COMPANY
COMMERCIAL DIVIS ON
000*1b0g5-q Z-l.CZ
WHEN RECORDED RETURN TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Office of Business Development
APN: 165-232-01
Jamboree II
17362 Koledo Lane
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
45.00
*$ R 0 0 0 9 5 1 6 8 9 8$
201700036247012:53 pm 08125/ 17
105 406 S13 F13 13
0.00 0.00 0.00 0.00 36.00 0.00 0.00 0.00
SUBORDINATION AGREEMENT
[CITY LOAN]
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 25th day of
August, 2017, by and among THE CITY OF HUNTINGTON BEACH, a municipal corporation
of the State of California (the "City"); JHC-OAKVIEW, LLC, a California limited liability
company ("Developer"); and ST. JOSEPH HEALTH SYSTEM, a California nonprofit public
benefit corporation ("Lender").
RECITALS:
A. Developer owns fee title to the real property described on Attachment No. "1" (the
"Property") attached hereto and incorporated herein by reference. The City, the Redevelopment
Agency of the City of Huntington Beach ("Agency"), and Developer have entered into that
certain Affordable Housing Agreement dated as of May 21, 2007 (the "Housing Agreement").
Pursuant to the terms of the Housing Agreement, Developer has executed a Note in favor of the
City in the amount of EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) ("City
Loan") to assist Developer in the acquisition and rehabilitation of the Property as an affordable
housing complex. The City Loan is to be secured by Subordinated Deed of Trust With
Assignment of Rents With Rider Attached encumbering the Property and naming the City as
Beneficiary (the "City Deed of Trust") recorded on August 13, 2007 in the Official Records of
Orange County, California as Instrument No. 2007000502972. The Housing Agreement is hereby
incorporated by reference as though fully set forth herein. All capitalized terms not defined
herein shall have the meanings ascribed to them in the Housing Agreement.
B. The City formed the Agency to continuously engage 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).
C. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code, the City
Council 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, obligations, liabilities and functions previously
59634188.5
CHICAGO TITLE COMPANY
COMMERCIAL DIVISION
000-7 b 0g5—qZ — t ez.
WHEN RECORDED RETURN TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Office of Business Development
APN: 165-232-01
Jamboree II
17362 Koledo Lane
SUBORDINATION AGREEMENT
[CITY LOAN]
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 25th day of
August, 2017, by and among THE CITY OF HUNTINGTON BEACH, a municipal corporation
of the State of California (the "City"); JHC-OAKVIEW, LLC, a California limited liability
company ("Developer"); and ST. JOSEPH HEALTH SYSTEM, a California nonprofit public
benefit corporation ("Lender").
RECITALS:
A. Developer owns fee title to the real property described on Attachment No. "1" (the
"Property") attached hereto and incorporated herein by reference. The City, the Redevelopment
Agency of the City of Huntington Beach ("Agency"), and Developer have entered into that
certain Affordable Housing Agreement dated as of May 21, 2007 (the "Housing Agreement').
Pursuant to the terms of the Housing Agreement, Developer has executed a Note in favor of the
City in the amount of EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) ("City
Loan") to assist Developer in the acquisition and rehabilitation of the Property as an affordable
housing complex. The City Loan is to be secured by Subordinated Deed of Trust With
Assignment of Rents With Rider Attached encumbering the Property and naming the City as
Beneficiary (the "City Deed of Trust') recorded on August 13, 2007 in the Official Records of
Orange County, California as Instrument No. 2007000502972. The Housing Agreement is hereby
incorporated by reference as though fully set forth herein. All capitalized terms not defined
herein shall have the meanings ascribed to them in the Housing Agreement.
B. The City formed the Agency to continuously engage 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).
C. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code, the City
Council 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, obligations, liabilities and functions previously
[.iMMUS1
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.
D. City, Agency and Developer also entered into that certain Regulatory Agreement
and Declaration of Covenants and Restrictions recorded against the Property ("Regulatory
Agreement") on August 13, 2007, in the Official Records of Orange County, California as
Instrument No. 2007000502970, which Regulatory Agreement contains, among other terms,
certain use restrictions affecting the Property.
E. Developer has obtained a loan from Lender in the amount of ONE HUNDRED
SEVENTY FIVE THOUSAND TWO HUNDRED NINETY THREE DOLLARS AND
NO/1005 ($175,293.00) (the "Lender Loan"). The Lender Loan is secured by that certain Deed
of Trust with Fixture Filing, Assignment of Leases and Rents and Security Agreement, dated as
of August 25, 2017 (the "Lender Deed of Trust"). In addition to the Lender Deed of Trust,
Developer has executed a Loan Agreement, dated as of August 25, 2017 (the "Lender Loan
Agreement"), and Promissory Note, dated as of August 25, 2017 (the "Lender Promissory Note")
and the other instruments and documents executed or to be executed in connection with the
Lender Loan, as such instruments and documents may be modified, amended, extended,
supplemented, restated or replaced from time to time (together with the Lender Deed of Trust,
the Lender Loan Agreement, and the Lender Promissory Note, collectively, the "Lender Loan
Documents").
F. 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 City Deed of Trust
and the Regulatory Agreement, and provided that the City will subordinate the lien or charge of
the City Deed of Trust and the Regulatory Agreement to the lien or charge of the Lender Deed of
Trust.
G. It is to the mutual benefit of the Lender, City, and Developer that the Lender make
the Lender Loan to Developer, and the City has agreed that the Lender Deed of Trust shall, when
recorded, constitute a lien or charge upon the Property which is prior and superior to the lien or
charge of the City Deed of Trust and the Regulatory Agreement, subject to and conditioned upon
the specific terms and provisions of this Subordination Agreement.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the City, Lender
and Developer, 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 City
1.1 Subordination of City Deed of Trust and the Regulatorygreement to Lender
Deed of Trust. The Lender Deed of Trust (and any renewals or extensions of, or advances,
including interest, thereunder, except amendments which increase the loan amount) 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 (a) the City Deed of Trust, (b) the Regulatory Agreement, (c) Section 2.5
of the Housing Agreement and (d) all options, rights of first refusal, rights of reverter and
termination and construction obligations set forth in the Housing Agreement, (ii) all present and
future indebtedness and obligations secured thereby, and (iii) all rights and privileges of City
59634188.5 2
thereunder, provided that the indebtedness secured by the Lender Deed of Trust does not exceed
ONE HUNDRED SEVENTY FIVE THOUSAND TWO HUNDRED NINETY THREE
DOLLARS AND NO/1005 ($175,293.00), plus all interest accruing thereon and all costs and
expenses, including attorneys' fees, of collection thereof, whether the same accrues or is incurred
before or after the commencement of any bankruptcy case by or against Borrower.
If Developer chooses to refinance the Lender Loan, City must receive notice of and
provide consent to such refinance. Upon notice and consent, City agrees to subordinate the City
Deed of Trust and the Regulatory Agreement to the refinancing Lender's Deed of Trust under the
same terms and conditions as set forth in this Agreement, on the condition that the amount of the
new loan is no greater than the original principal balance of the Lender Loan,
1.2 Covena.nts and Acknowledgements oi' City. The City hereby declares, agrees and
acknowledges that:
(a) The City consents to Developer obtaining the Lender Loan.
(b) The City consents to all provisions of the Lender Loan Documents.
(c) To City's actual knowledge, there is no breach, event of default or default
existing under the City Deed of Trust or the Regulatory Agreement, 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.
(d) The City is the legal and beneficial owner of the entire City Loan free and
clear of any lien, security interest, option or other charge or encumbrance.
(e) To the City's knowledge, there are no conditions precedent to the
effectiveness of this Agreement that have not been satisfied or waived.
(f) The City has full power to execute, deliver, and perform this Agreement
and consummate the transactions contemplated hereby.
(g) All actions necessary to authorize the execution, delivery, and
performance of this Agreement on behalf of the City have been duly taken, and all such actions
continue in full force and effect as of the date of this Agreement.
(h) To the City's knowledge, no consent of any other person and no consent,
license, approval, or authorization of, or exemption by, or registration or declaration or filing
with, any governmental authority, bureau or agency is required in connection with the execution,
delivery or performance by the City of this Agreement or consummation by the City of the
transactions contemplated by this Agreement.
2. Reliance by Lender and City. The Lender would not make the Lender Loan and
the City would not have agreed to subordinate the City Deed of Trust and the Regulatory
Agreement 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 City. In the event of a breach or default by Developer under the terms of
the Lender Deed of Trust, Lender shall provide the City with written notice of such breach or
default concurrently with providing such notice to Developer. Upon receipt of such notice of
59634188.5
breach or default, the parties hereto agree that City shall have each of the following rights so long
as either the Regulatory Agreement or the City Deed of Trust encumbers any portion of the
Property or interest therein:
(a) To cure the noticed default at any time prior to the foreclosure of the
Lender Deed of Trust. In connection therewith, the Lender agrees that (i) in the event of a
monetary default, the Lender shall not foreclose Lender Deed of Trust or other lien prior to the
date that is thirty (30) days after the date that the Lender would otherwise be legally entitled to
foreclose Lender Deed of Trust and (ii) in the event of a nonmonetary default, the Lender shall
not foreclose its Lender Deed of Trust or other lien prior to the date that is one hundred twenty
(120) days after the date that the Lender would otherwise be legally entitled to foreclose the
Lender Deed of Trust.
(b) To negotiate with the Lender in good faith for a period not to exceed thirty
(30) days regarding the noticed default at any time prior to the foreclosure of the Lender Deed of
Trust or other lien (without any party having an obligation to continue or enter into any final
agreement).
(c) To negotiate with the Developer in good faith for a period not to exceed
thirty (30) days to purchase the Property from the Developer, subject to the Lender Deed of Trust
and without the consent of the holder of the Lender Deed of Trust (without any party having an
obligation to continue or enter into any final agreement).
The Lender agrees that the exercise of any of the rights set forth in this Section by City
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 Foreclosure of City Deed of Trust. The Lender hereby agrees that in the event that
City forecloses the City Deed of Trust, said foreclosure shall not, in and of itself, give rise to any
right on the part of the Lender to accelerate the amounts due on the Lender Loan.
3.2 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. Transfer of Subordinated Loans or Lender Loan.
4.1 Lender may, from time to time, in its sole discretion, Transfer all or any of the
Lender Loan or any interest therein, and notwithstanding any such Transfer or subsequent
Transfer, the Lender Loan and the Lender Loan Documents will be and remain a senior
obligation in the respects set forth in this Agreement to the City Deed of Trust and the
Regulatory Agreement in accordance with the terms and provisions of this Agreement. Any
permitted direct transferee must assume in writing the obligations of Lender under this
Agreement and agree to be bound by the terms and provisions of this Agreement. Such proposed
permitted direct transferee will also remake each of the representations and warranties contained
herein for the benefit of Lender. "Transfer" means any assignment, pledge, conveyance, sale,
transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation interest,
59634188.5 4
or other disposition, either directly or indirectly, by operation of law or otherwise. Lender shall
provide notice to City of any proposed Transfer.
5. Miscellaneous
5.1 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 Lender Deed of Trust on the one hand, and the
City Deed of Trust and the Regulatory Agreement on the other hand, any prior agreement as to
such subordination including, but not limited to, those provisions, if any contained in the City
Deed of Trust and the Regulatory Agreement, 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.
5.2 Successors and Assigns. This Subordination Agreement shall inure to and bind the
heirs, legatees, devisees, administrators, executors, successors and assigns of the parties hereto.
5.3 California Law. This Subordination Agreement shall be construed according to
the internal laws of the State of California.
5.4 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.
5.5 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) forth -eight (48) hours after deposit in the United States mail.
If to City: City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: City Manager
If to Developer: JHC-Oakview, LLC
c/o Jamboree Housing Corporation
17701 Cowan #200
Irvine, CA 92614
Attention: Jose Sanchez
If to Lender: St. Joseph Health System
3345 Michelson Drive, Ste. 100
Irvine, CA 92612
Attention: Treasury Department
59634188.5 5
With a copy to: James D. Watson, Esq.
Vice President and Deputy General Counsel
St Joseph Health System
3345 Michelson Drive, Ste. 100
Irvine, CA 92612
And a copy to: Polsinelli LLP
2049 Century Park East, Suite 2900
Los Angeles, CA 90067
Attention: Tim Reimers
5.6 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.
5.7 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.
59634188.5 6
"DEVELOPER'
JHC-OAKVIEW, LLC,
a California limited liability company
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member
By:
9 /\�-
Name: 4se L. Sanchez
Its: Vice President, Asset Management
"CIT 1 '
CIITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney n-w
"LENDER" INITIATED AND APPROVED:
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit Deputy Director of Business Development
corporation
REVIEWED AND APPROVED:
By:
Name: City Manager
Its:
0
59634198 7
NOTARY ACKNOWLEDGEMENT
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 )
ss.
County of � )
On �I ��I 11 beforeme, Lgwn A- WdPllih, 11 6lic ,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared (_• ,�kklUl-C)--
[NAME(S) OF SIGNER(S)] 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.
Signa re of Notary P blic
r ------- lARi88A MEOEILIN
Notary Public • California
Z Orange County i
Z Commission #F 2t53187
My Comm. Expires Jun 11, 2020
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 )
ss.
County of )
On before me, ,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] 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 of Notary Public
59634179
BRAI`A"0
Kalik'a
JHC-OAKVIEW, LLC, CITY OF HUNTINGTON BEACH,
a California limited liability company a municipal corporation of the State of California
By: Jamboree Housing Corporation,
a California nonprofit corporation, By.
Mayor
Its: Managing Member Barbara Delgleize
By: --�
Name: se L. Sanchez
Its:Vice President, Asset Management
"LENDER"
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit
corporation
By:
Name:
Its:
THIS DOCUMENT EXECUTED
IN COUNTERPART
Cf 0,��)
ATTEST:
City Clerk
Robin Estanislau
APPROVED AS TO FORM:
City Attorney
INITIATED AND APPROVED:
Deputy Director of Business Development
REVIEWED AND APPROVED:
City Manager
59634188
NOTARY ACKNOWLEDGEMENT
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 )
ss.
County of
On �I �I , before me, LOVt9Sa WdO n, 0 bt ry NO L
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared L-
[NAME(S) OF SIGNER(S)] 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 of Notary Public
LARISSA f11EDELLIN
Notary Public - California
zOrange County
Commission # 2t53187
MY Comm. Expires Jun 11, 2020
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
ss.
County of
On , before me, ,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] 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 of Notary Public
59634188
"DEVELOPER"
JHC-OAKVIEW, LLC,
a California limited liability company
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member
By:_
Name:
Its:
"LENDER"
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit
corporation
By: ,
Name: `� �4 r ';
"CITY"
CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
LM
Mayor
Barbara Delgleize
ATTEST:
City Clerk
Robin Fstanislau
APPROVED AS TO FORM:
City Attorney aw
INITIATED AND APPROVED:
Deputy Director of Business Development
REVIEWED AND APPROVED:
City Manager
COUNTERPART
59634188 7
NOTARY ACKNOWLEDGEMENT
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--Eahfonrix � }
ss.
County of
On , before meJQ -U�-�y10 42�l
(Date) Name and Title of Officer(e.g., "Janeoe, Noi y blic") personally
appeared �. G- i A
[NAME(S) OF SIGNER(S)] who proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s)re subscribed to the within instrument and acknowled ed to me that WF.s Ythey
executed the same in hi e ``their authorized capacity(ies), and that by hide their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
C,l�
I certify under PENALTY OF PERJURY under the laws of the State of at the foregoing
paragraph is true and correct.
11 f
VV-n E S my hand and official pal. s'' ���' 14. ®4�' 1,11/
cS}� QTA#
e of Notary Public N
A Notary Public or other officer completing this certificate verifies only the identbiy the dzvidual who
signed the document to which this certificate is attached, and not the truthfulnes's,,l Ace ra y or,� alidity of
that document.
State of California
ss.
County of
On , before me, ,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] 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 of Notary Public
59634179
"DEVELOPER" "CITY"
JHC-OAKVIEW, LLC, CITY OF HUNTINGTON BEACH,
a California limited liability company a rrAicipal corporation of t State
By: Jamboree Housing Corporation, B
a California nonprofit corporation,
Mayor
Its: Managing Member Barbara Delgleize
ATTE
By: L /
Name: A�� a -
Its: City Clerk
Robin Estanislau
APPRpVED AS TO DO
mac_ ( ) -. !�:b
�rA City A orney MN
"LENDER" INITIATEDD PPROVE :
ST. JOSEPH HEALTH SYSTEM, a U
California nonprofit public benefit Deputy Director of Bus' ss Development
corporation
REVIEW-YAPPROVED:
By: i
Name:
Its: City Manager
1 E t
C; 0 -f �-)
a
59634188 7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of 0t�6LG zC141)
On A,/ G ao1, Z/..Zo/ before me, L- • /� N��� !
Date Here Insert Name and Title of the Officer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persoros whose namqo-isl re
subscribed to the within instrument and acknowledged to me that -h�hey executed the same in
kisA-,e authorized capacit ie , and that by f eQ� signaturee on the instrument the persots
or the entity upon behalf of which the person (�'siacted, 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.
P. L. ESPAR2A WITNESS my hand and official seal.
Notary Public - California
Orange County
Commission # 2204197 Signature
My Comm. Expires Aug 4. 2021
Signature Nota ublic
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.%)Aa:v I ;— Document Date:
Number of Pages: 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
❑ Other:
Signer Is Representing:
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ATTACHMENT 1
LEGAL DESCRIPTION OF SITE
Legal Description of Property Commonly Known As
17362 Koledo Lane
Huntington Beach, California 92647
PARCELI:
LOT 36 OF TRACT NO. 4301, AS SHOWN ON A MAP RECORDED IN BOOK 177, PAGES 11
AND 12 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
TOGETHER WITH THAT PORTION OF THE EASTERLY ONE-HALF OF KOLEDO LANE, 60.00
FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 4301, AS ABANDONED BY
THAT CERTAIN RESOLUTION NO. 5363 OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 15,
1984 AS INSTRUMENT NO. 84-065494 OFFICIAL RECORDS OF SAID COUNTY, SAID
PORTION BEING BOUNDED ON THE SOUTH BY THE WESTERLY PROLONGATION OF THE
SOUTHERLY LINE OF SAID LOT 43, AND ON THE NORTH BY THE WESTERLY
PROLONGATION OF THE NORTHERLY LINE OF SAID LOT.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN, UNDER AND/OR THAT MAY BE PRODUCED BELOW A
DEPTH OF 150 FEET FROM THE SURFACE OF SAID PROPERTY, OR ANY PART THEREOF,
AS RESERVED IN THE DEED FROM JOSEPH V. MADDEN AND WIFE, TO JOSEPH GERALD
MABEY AND OTHERS, DATED OCTOBER 13, 1950, RECORDED NOVEMBER 13, 1950 IN
BOOK 2100, PAGE 411 OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY,
CALIFORNIA, WHICH DEED FURTHER PROVIDES THAT SUCH RESERVATIONS SHALL
NOT ENTITLE THE SAID GRANTORS, THEIR HEIRS AND ASSIGNS, TO ANY USE OF, OR
RIGHTS IN OR TO ANY PORTION OF THE SURFACE OF SAID PROPERTY TO A DEPTH OF
150 FEET BELOW THE SURFACE THEREOF.
ALSO EXCEPTING THEREFROM ALL UNDERGROUND WATERS LYING BENEATH THE
REAL PROPERTY DESCRIBED HEREIN BUT WITHOUT THE RIGHT OF ENTRY TO THE
SURFACE OF SAID LAND, OR THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF
PRODUCING WATER AS SET FORTH IN DEED TO CITY OF HUNTINGTON BEACH
RECORDED APRIL 17, 1963 AS INSTRUMENT NO. 15490, BOOK 6511, PAGE 679 OFFICIAL
RECORDS.
PARCEL 2:
SUCH EASEMENTS FOR OWNERS AS ESTABLISHED PURSUANT TO THE DECLARATION
OF CONDITIONS, COVENANTS, AND RESTRICTIONS FOR KOLEDO LANE PROPERTY
OWNER'S ASSOCIATION RECORDED JANUARY 6, 1987 AS INSTRUMENT NO. 87-005676 OF
OFFICIAL RECORDS.
APN(s): 165-232-01
59634188
CHICAGO TITLE COMPANY
COMMERCIAL DIVISION
660 -7Icoq.5—g9Z—1 Ez
WHEN RECORDED RETURN TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Office of Business Development
APN: 165-232-01
Jamboree II
17362 Koledo Lane
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
][ 1[1111J [ 1 l [ 1] 111145. 00
*$ R 0 0 0 9 5 1 6 8 9 7 $ *
201700036246912:53 pm 08/25/17
105 406 S13 F13 13
0.00 0.00 0.00 0.00 36.00 0.00 0.00 0.00
SUBORDINATION AGREEMENT
[AUTHORITY LOAN]
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 25th day of
August, 2017, by and among HOUSING AUTHORITY OF THE CITY OF HUNTINGTON
BEACH, a public agency, corporate and politic (the "Authority"); JHC-OAKVIEW, LLC, a
California limited liability company ("Developer"); and ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit corporation ("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
Council 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, 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, bait
not limited to, Section 33418.
C. Developer owns fee title to the real property described on Attachment No. "1" (the
"Property") attached hereto and incorporated herein by reference. The Agency, the City of
Huntington Beach ("City"), and Developer have entered into that certain Affordable Housing
Agreement dated as of May 21, 2007 (the "Housing Agreement"). Pursuant to the terms of the
Housing Agreement, Developer has executed a Note in favor of the Authority in the amount of
SEVEN HUNDRED EIGHTY THOUSAND DOLLARS ($780,000.00) ("Agency Loan") to
assist Developer in the acquisition and rehabilitation of the Property as an affordable housing
complex. The Agency Loan is secured by Subordinated Deed of Trust With Assignment of Rents
59634179.5
CHICAGO TITLE COMPANY
COMMERCIAL DIVISION
0001(00.q57-1792--lEZ—
WHEN RECORDED RETURN TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Office of Business Development
APN: 165-232-01
Jamboree II
17362 Koledo Lane
SUBORDINATION AGREEMENT
[AUTHORITY LOAN]
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 25th day of
August, 2017, by and among HOUSING AUTHORITY OF THE CITY OF HUNTINGTON
BEACH, a public agency, corporate and politic (the "Authority"); JHC-OAKVIEW, LLC, a
California limited liability company ("Developer"); and ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit corporation ("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
Council 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, 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. Developer owns fee title to the real property described on Attachment No. "1" (the
"Property") attached hereto and incorporated herein by reference. The Agency, the City of
Huntington Beach ("City"), and Developer have entered into that certain Affordable Housing
Agreement dated as of May 21, 2007 (the "Housing Agreement"). Pursuant to the terms of the
Housing Agreement, Developer has executed a Note in favor of the Authority in the amount of
SEVEN HUNDRED EIGHTY THOUSAND DOLLARS ($780,000.00) ("Agency Loan") to
assist Developer in the acquisition and rehabilitation of the Property as an affordable housing
complex. The Agency Loan is secured by Subordinated Deed of Trust With Assignment of Rents
59634179.5
With Rider Attached encumbering the Property and naming the Agency as Beneficiary (the
"Agency Deed of Trust") recorded on August 13, 2007 in the Official Records of Orange
County, California as Instrument No. 2007000502973. The Housing Agreement is hereby
incorporated by reference as though fully set forth herein. All capitalized terms not defined
herein shall have the meanings ascribed to them in the Housing Agreement.
D. City, Agency and Developer also entered into that certain Regulatory Agreement
and Declaration of Covenants and Restrictions recorded against the Property ("Regulatory
Agreement") on August 13, 2007, in the Official Records of Orange County, California as
Instrument No. 2007000502970, which Regulatory Agreement contains, among other terms,
certain use restrictions affecting the Property.
E. The Authority has succeeded to, without limitation, all of the housing assets,
rights, powers, duties, obligations, liabilities and functions previously performed by the Agency,
including enforcement of Agency Deed of Trust and the Regulatory Agreement.
F. Developer has obtained a loan from Lender in the amount of ONE HUNDRED
SEVENTY FIVE THOUSAND TWO HUNDRED NINETY THREE DOLLARS AND
NO/1005 ($175,293.00) (the "Lender Loan"). The Lender Loan is secured by that certain Deed
of Trust with Fixture Filing, Assignment of Leases and Rents and Security Agreement, dated as
of August 25, 2017 (the "Lender Deed of Trust"). In addition to the Lender Deed of Trust,
Developer has executed a Loan Agreement, dated as of August 25, 2017 (the "Lender Loan
Agreement"), and Promissory Note, dated as of August 25, 2017 (the "Lender Promissory Note")
and the other instruments and documents executed or to be executed in connection with the
Lender Loan, as such instruments and documents may be modified, amended, extended,
supplemented, restated or replaced from time to time (together with the Lender Deed of Trust,
the Lender Loan Agreement, and the Lender Promissory Note, collectively, the "Lender Loan
Documents").
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 the Regulatory Agreement, and provided that the Authority will subordinate the lien or
charge of the Agency Deed of Trust and the Regulatory Agreement to the lien or charge of the
Lender Deed of Trust.
H. It is to the mutual benefit of the Lender, Authority, and Developer that the Lender
make the Lender Loan to Developer, and the Authority has agreed that the Lender Deed of Trust
shall, when recorded, constitute a lien or charge upon the Property which is prior and superior to
the lien or charge of the Agency Deed of Trust and the Regulatory Agreement, subject to and
conditioned upon the specific terms and provisions of this Subordination Agreement.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the Authority,
Lender and Developer, 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 and the Re ug latory Agreement to Lender
Deed of Trust. The Lender Deed of Trust (and any renewals or extensions of, or advances,
including interest, thereunder, except amendments which increase the loan amount) shall
59634179.5 2
unconditionally be and remain at all times a lien or charge on the Property, prior and superior to
(i) the lien or charge of (a) the Agency Deed of Trust, (b) the Regulatory Agreement, (c) Section
2.5 of the Housing Agreement and (d) all options, rights of first refusal, rights of reverter and
termination and construction obligations set forth in the Housing Agreement, (ii) all present and
future indebtedness and obligations secured thereby, and (iii) all rights and privileges of
Authority thereunder, provided that the indebtedness secured by the Lender Deed of Trust does
not exceed ONE HUNDRED SEVENTY FIVE THOUSAND TWO HUNDRED NINETY
THREE DOLLARS AND NO/100S ($175,293.00), plus all interest accruing thereon and all
costs and expenses, including attorneys' fees, of collection thereof, whether the same accrues or
is incurred before or after the commencement of any bankruptcy case by or against Borrower.
If Developer chooses to refinance the Lender Loan, Authority must receive notice of and
provide consent to such refinance. Upon notice and consent, Authority agrees to subordinate the
Agency Deed of Trust and the Regulatory Agreement to the refinancing Lender's Deed of Trust
under the same terms and conditions as set forth in this Agreement, on the condition that the
amount of the new loan is no greater than the original principal balance of the Lender Loan.
1.2 Covenants and Acknowledgements of Authority. The Authority declares, agrees
and acknowledges that:
(a) The Authority consents to Developer obtaining the Lender Loan.
(b) The Authority consents all provisions of the Lender Loan Documents.
(c) To Authority's actual knowledge, there is no breach, event of default or
default existing under the Agency Deed of Trust or the Regulatory Agreement, 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.
(d) The Authority is the legal and beneficial owner of the Agency Loans in
their entirety free and clear of any lien, security interest, option or other charge or encumbrance.
(e) To the Authority's knowledge, there are no conditions precedent to the
effectiveness of this Agreement that have not been satisfied or waived.
(f) The Authority has full power to execute, deliver, and perform this
Agreement and consummate the transactions contemplated hereby.
(g) All actions necessary to authorize the execution, delivery, and
performance of this Agreement on behalf of the Authority have been duly taken, and all such
actions continue in full force and effect as of the date of this Agreement.
(h) To the Authority's knowledge, no consent of any other person and no
consent, license, approval, or authorization of, or exemption by, or registration or declaration or
filing with, any governmental authority, bureau or agency is required in connection with the
execution, delivery or performance by the Authority of this Agreement or consummation by the
Authority of the transactions contemplated by this Agreement.
2. Reliance by Lender and Authority. The Lender would not make the Lender Loan
and the Authority would not have agreed to subordinate the Agency Deed of Trust and the
Regulatory Agreement 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
59634179.5
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 Authority. In the event of a breach or default by Developer under the
terms of the Lender Deed of Trust, Lender shall provide the Authority with written notice of such
breach or default concurrently with providing such notice to Developer. Upon receipt of such
notice of breach or default, the parties hereto agree that Authority shall have each of the
following rights so long as either the Regulatory Agreement or the Agency Deed of Trust
encumbers any portion of the Property or interest therein:
(a) To cure the noticed default at any time prior to the foreclosure of the
Lender Deed of Trust. In connection therewith, the Lender agrees that (1) in the event of a
monetary default, the Lender shall not foreclose Lender Deed of Trust or other lien prior to the
date that is thirty (30) days after the date that the Lender would otherwise be legally entitled to
foreclose Lender Deed of Trust and (ii) in the event of a nonmonetary default, the Lender shall
not foreclose its Lender Deed of Trust or other lien prior to the date that is one hundred twenty
(120) days after the date that the Lender would otherwise be legally entitled to foreclose the
Lender Deed of Trust.
(b) To negotiate with the Lender in good faith for a period not to exceed thirty
(30) days regarding the noticed default at any time prior to the foreclosure of the Lender Deed of
Trust or other lien (without any party having an obligation to continue or enter into any final
agreement).
(c) To negotiate with the Developer in good faith for a period not to exceed
thirty (30) days to purchase the Property from the Developer, subject to the Lender Deed of Trust
and without the consent of the holder of the Lender Deed of Trust (without any party having an
obligation to continue or enter into any final agreement).
The Lender agrees that the exercise of any of the rights set forth in this Section by
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 Foreclosure of Agency Deed of Trust. The Lender hereby agrees that in the event
that Authority forecloses the Agency Deed of Trust, said foreclosure shall not, in and of itself,
give rise to any right on the part of the Lender to accelerate the amounts due on the Lender Loan.
3.2 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. Transfer of Subordinated Loans or Lender Loan.
4.1 Lender may, from time to time, in its sole discretion, Transfer all or any of the
Lender Loan or any interest therein, and notwithstanding any such Transfer or subsequent
Transfer, the Lender Loan and the Lender Loan Documents will be and remain a senior
obligation in the respects set forth in this Agreement to the Agency Deed of Trust and the
Regulatory Agreement in accordance with the terms and provisions of this Agreement. Any
59634179.5 4
permitted direct transferee must assume in writing the obligations of Lender under this
Agreement and agree to be bound by the terms and provisions of this Agreement. Such proposed
permitted direct transferee will also remake each of the representations and warranties contained
herein for the benefit of Lender. "Transfer" means any assignment, pledge, conveyance, sale,
transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation interest,
or other disposition, either directly or indirectly, by operation of law or otherwise. Lender shall
provide notice to the Authority of any proposed Transfer.
5. Miscellaneous
5.1 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 Lender Deed of Trust on the one hand, and the
Agency Deed of Trust and the Regulatory Agreement 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 and the Regulatory Agreement, 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.
5.2 Successors and Assigns. This Subordination Agreement shall inure to and bind the
heirs, legatees, devisees, administrators, executors, successors and assigns of the parties hereto.
5.3 California Law. This Subordination Agreement shall be construed according to
the internal laws of the State of California.
5.4 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.
5.5 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) forth -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 Developer: JHC-Oakview, LLC
c/o Jamboree Housing Corporation
17701 Cowan #200
59634179.5 5
Irvine, CA 92614
Attention: Jose Sanchez
If to Lender: St. Joseph Health System
3345 Michelson Drive, Ste. 100
Irvine, CA 92612
Attention: Treasury Department
With a copy to: James D. Watson, Esq.
Vice President and Deputy General Counsel
St Joseph Health System
3345 Michelson Drive, Ste. 100
Irvine, CA 92612
And a copy to: Polsinelli LLP
2049 Century Park East, Suite 2900
Los Angeles, CA 90067
Attention: Tim Reimers
5.6 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.
5.7 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.
59634179.5 6
"DEVELOPER'
JHC-OAKVIEW, LLC,
a California limited liability company
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member
By:
NametPesident,
anchez
Its: VicAsset Management
"LENDER"
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit
corporation
By:_
Name:
Its:
"AUTHORITY"
HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH,
a public body, corporate and politic
Chairperson
Authority Clerk
APPROVED AS TO FORM:
Authority General Counsel�w
INITIATED AND APPROVED:
Deputy Executive Director
REVIEWED AND APPROVED:
Executive Director
59634179 7
NOTARY ACKNOWLEDGEMENT
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 )
ss. � )
County of run � )
J
On I (1 before me, LAri SSA Hedit ll n- , ►yaf-Z4!2t Pu.blI C-
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared �jvie L,-.Sancltie b�
[NAME(S) OF SIGNER(S)] 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.
t 1kyjfft-L5-
Sijn/at&e of Nota Public
LAItISSA MEDELLIN
Are Notary Public - California
i4P Orange County Z
Z Commission #t 2t53187 D
MY Comm. Expires Jun 11, 2020
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
ss.
County of
On before me, ,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] 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 of Notary Public
59634188
"DEVELOPER"
JHC-OAKVIEW, LLC,
a California limited liability company
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member
By:
Name: o e L. Sanchez
Its: Vice resident. Asset Mana ee ent
"LENDER"
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit
corporation
By:_
Name:
Its:
THIS DOCUMENT EXECUTED
IN COUNTERPART
(10 --f -3�
"AUTHORITY"
HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH,
a public body, corporate and politic
Chairperson
Barbara Delgleize
Authority Clerk
Robin Fstanislau
APPROVED AS TO FORM:
Authority General Counsel
INITIATED AND APPROVED:
Deputy Executive Director
REVIEWED AND APPROVED:
Executive Director
59634179
NOTARY ACKNOWLEDGEMENT
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 )
ss.
County of }
On �� �� ,beforeme,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared \1)Se. Samar,
[NAjVfE(S) OF SIGNER(S)] 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.
SignYtture of Notary P6blic
LARISSA MEDELLIN
Notary Public - California Z
a ..� Orange County z
i Commission #r 2153187
My Comm. Expires Jun 11, 2020
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
ss.
County of
On , before me,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] 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 of Notary Public
59634I79
"DEVELOPER" "AUTHORITY"
JHC-OAKVIEW, LLC, HOUSING AUTHORITY OF THE CITY OF
a California limited liability company HUNTINGTON BEACH,
a public body, corporate and politic
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member Chairperson
Barbara Delgleize
By:
Name: Authority Clerk
Its: Robin Fstanislau
APPROVED AS TO FORM:
Authority General Counsel.. .
"LENDER"
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit
corporation
By: /
Name: L ., S r >r-
Its: i.4 _1
INITIATED AND APPROVED:
Deputy Executive Director
REVIEWED AND APPROVED:
Executive Director
COiJIvT"1"ERPAR°R`
C20�3-)
59634179 7
NOTARY ACKNOWLEDGEMENT
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 Gafiftimia- W . )
rr ) ss.
County of _ `( -�ff`- }
On J , before me, . (� 4�—�1 R(� 1-^-4
(Date} Name �a�n,�d,,�Title of Officer (e.g., "Jane Doe, Not Public") personally
appeared: �.�:dl_,
[NAME(S) OF SIGNER(S)] 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 heiojyhey
executed the same in his/her/their authorized capacity(ies), and that by hi e their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
0QSG) n sh
I certify under PENALTY OF PERJURY under the laws of the State of-C�€arnia-fhat the foregoing
paragraph is true and correct.
SS my hand and
d official s al.VN
i � (J .. o ., d► ! i
tare of Notary Public g
Ih PA Fq
A Notary Public or other officer completing this certificate verifies only the hc � iletrt"y�optl;`�i ividual who
signed the document to which this certificate is attached, and not the truthfulnes����aeeuracy or validity of
that document.
State of California }
ss.
County of )
On , before me,
(Date) Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally
appeared
[NAME(S) OF SIGNER(S)] who proved to me on the basis of satisfactory evidence to be the person(s)
whose names) 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 of Notary Public
59634188
"DEVELOPER" "AUTHORITY"
JHC-OAKVIEW, LLC, HOUSING AUTHORITY OF THE CITY OF
a California limited liability company HUNTINGTON BEACH,
blic body, corporate and politic
By: Jamboree Housing Corporation,
a California nonprofit corporation,
Its: Managing Member Chairperson
ORA&
Barbara Dielgleize
By:
Name: Authority Clerk
Its: Robin Estanislau
AP r0,VED AS TO FORM:
,-, 0'.., 1�
To Au ority General Counsel,,,v.
"LENDER" INITIATED A D APP VED:
ST. JOSEPH HEALTH SYSTEM, a
California nonprofit public benefit Deputy Eyodutive Director
corporation
RE D APPROVED:
By: (�.��'
Name: Executive Director
Its:
59634179 7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On L4S ��/% before me,
Date
personally appeared
Here Insert Name
Name(s) of Signer(s)
of the Officer
1
who proved to me on the basis of satisfactory evidence to be the persoqo whose names ar
subscribed to the within instrument and acknowledged to me that 4;9/s ft a executed the same in
der/tie iyauthorized capacit ies and that b .#�i6s he�ignatur�ne i t nstrument the persor(gjs
or the entity upon behalf of which the person ss cted, 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.
P. L. ESPARIA
Notary Public - California
i Orange County Signature
z Commission # 2204197 Signature of otary Pu li
My Comm. Expires Aug4, 2021
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: %1-4&01 )R7a.J "*0—Document Date: ttSr d
�nZ, .2,017
Number of Pages: 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
❑ Other:
Signer Is Representing:
•:t�6'agms.'v 'rr4v✓.'✓q�✓i-ri4�a'L'4�.'+/� •✓ -� •er •eii•✓: a. -y •rr `d4'ri '.•i6•ti •e. 'e�6•✓6��•✓�•.✓ `•✓ 'tr4•cr •.•r '••✓i- 'tr `ercvi.y _
ATTACHMENT 1
LEGAL DESCRIPTION OF SITE
Legal Description of Property Commonly Known As
17362 Koledo Lane
Huntington Beach, California 92647
PARCELI:
LOT 36 OF TRACT NO. 4301, AS SHOWN ON A MAP RECORDED IN BOOK 177, PAGES 11
AND 12 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
TOGETHER WITH THAT PORTION OF THE EASTERLY ONE-HALF OF KOLEDO LANE, 60.00
FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 4301, AS ABANDONED BY
THAT CERTAIN RESOLUTION NO. 5363 OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 15,
1984 AS INSTRUMENT NO. 84-065494 OFFICIAL RECORDS OF SAID COUNTY, SAID
PORTION BEING BOUNDED ON THE SOUTH BY THE WESTERLY PROLONGATION OF THE
SOUTHERLY LINE OF SAID LOT 43, AND ON THE NORTH BY THE WESTERLY
PROLONGATION OF THE NORTHERLY LINE OF SAID LOT.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN, UNDER AND/OR THAT MAY BE PRODUCED BELOW A
DEPTH OF 150 FEET FROM THE SURFACE OF SAID PROPERTY, OR ANY PART THEREOF,
AS RESERVED IN THE DEED FROM JOSEPH V. MADDEN AND WIFE, TO JOSEPH GERALD
MABEY AND OTHERS, DATED OCTOBER 13, 1950, RECORDED NOVEMBER 13, 1950 IN
BOOK 2100, PAGE 411 OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY,
CALIFORNIA, WHICH DEED FURTHER PROVIDES THAT SUCH RESERVATIONS SHALL
NOT ENTITLE THE SAID GRANTORS, THEIR HEIRS AND ASSIGNS, TO ANY USE OF, OR
RIGHTS IN OR TO ANY PORTION OF THE SURFACE OF SAID PROPERTY TO A DEPTH OF
150 FEET BELOW THE SURFACE THEREOF.
ALSO EXCEPTING THEREFROM ALL UNDERGROUND WATERS LYING BENEATH THE
REAL PROPERTY DESCRIBED HEREIN BUT WITHOUT THE RIGHT OF ENTRY TO THE
SURFACE OF SAID LAND, OR THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF
PRODUCING WATER AS SET FORTH IN DEED TO CITY OF HUNTINGTON BEACH
RECORDED APRIL 17, 1963 AS INSTRUMENT NO. 15490, BOOK 6511, PAGE 679 OFFICIAL
RECORDS.
PARCEL 2:
SUCH EASEMENTS FOR OWNERS AS ESTABLISHED PURSUANT TO THE DECLARATION
OF CONDITIONS, COVENANTS, AND RESTRICTIONS FOR KOLEDO LANE PROPERTY
OWNER'S ASSOCIATION RECORDED JANUARY 6, 1987 AS INSTRUMENT NO. 87-005676 OF
OFFICIAL RECORDS.
APN(s): 165-232-01
59634179