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HomeMy WebLinkAboutVPM Sher Lane, LP - Borrower - by Scott J. Barker - and JPMorgan Chase Bank, N.A. - Lender - by Jennifer Smith - 2013-03-25Recorded in Official Records, Orange County RECORDING REQUESTED 8V Renee Ramirez, Assistant Clerk -Recorder y FIRST AMERICAN TITLE INSURANCE CO. 111 1 1111 $111 111 NO FEE NATIONAL COMMERCIAL SERVICES *$ R 0 0 0 5 7 2 1 9 2 8$ 2013000188683 3:38 pm 03/28/13 OFFICIAL BUSINESS 117404S13 15 Document entitled to free 0.00 0.00 0.00 0.00 42.00 0.00 0.00 0.00 recording per Government Code Sections 6103 and 27383 Recording Requested By: Housing Authority of the City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention: Economic Development Dept./Housing Div. SPACE ABOVE THIS LINE FOR RECORDER'S USE Borrower: VPM Sher Lane LP Property: 16122 Sher Lane/16161 Parkside Lane, 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 by and among the HOUSING AUTHORITY OF THE CITY OF HUNT GTP�T O B�a public agency, corporate and politic (the "Authority"); VPM SHER LANE, [LP], a California Limited Partnership ("Borrower"); and JPMORGAN CHASE 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, 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. 13-3660/91720 1 THIS DOCUMENT WAS 5160 IN COUNTERPART AND IS TO BE CONSIDERED AS ONE RECORDABLE DOCUMENT. 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, The Bridges America Sher Lane, L.P. ("Original Developer") entered into an Owner Participation Agreement dated as of August 31, 1998, ("Owner Participation Agreement"). Pursuant to the terms of the Owner Participation Agreement, Original Developer executed a promissory note dated August 31, 1998 in favor of the Agency in the amount of ONE MILLION TWO HUNDRED THOUSAND SEVEN HUNDRED THIRTY FOUR DOLLARS ($1,200,734.00) (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 October 2, 1998 as Instrument Number 19980669844 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 Owner Participation Agreement. D. The Agency and Original Developer also entered into that certain Regulatory Agreement and Declaration of Covenants. Conditions, and Restrictions recorded against the Property (the "Agency Covenants") recorded on October 2, 1998 as Instrument Number 19980669841 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 July 18, 2005. 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 recorded on July 271. 2005 as Instrument Number 2005000580311 of the Official Records. F. Borrower has obtained or is proposing to obtain a loan from Lender in an amount not to exceed the original principal amount of Four Million Two Hundred Thirty - Five Thousand Dollars ($4,235,000) (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"). 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 2 13-3660/91720 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: Subordination by Authority 1.1 Subordination of Agency Deed of Trust and Agency Covenants 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 Four Million Two Hundred Thirty -Five Thousand Dollars ($4.235,000). If Borrower chooses to refinance the Lender Loan, Authority agrees to subordinate the Agency Deed of Trust and the Agency 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 Ioan is no greater than the original principal balance of the Lender Loan. 1.2 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. 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. 13-3660/91720 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 prior to the foreclosure of the Lender Deed of Trust or any lien under the Lender Regulatory Agreement. 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 specified above for monetary defaults; provided that if said nonmonetary default is susceptible to being cured only when the Authority has obtained possession of the Property. the Authority shall have as long as necessary (x) to obtain possession of the Property by either foreclosing the Agency Deed of Trust, and (y) to cure the default, so long as the Authority does so with reasonable and continuous diligence. (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. (c) To negotiate with the Borrower to purchase the Property from Borrower, subject to the Lender Deed of Trust without the consent of the holder of the Lender Deed of Trust or enforcing party under the Lender Regulatory Agreement. 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 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 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 said 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 13-3660/91720 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 Lender Deed of Trust on the one hand, and the Agency Deed of Trust and Agency 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 Agency 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. 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: VPM Sher Lane, L.P. c/o Village Investments 2400 Main St, Ste 201 Irvine, CA 92614 13-3660/91720 If to Lender: JPMorgan Chase Bank, N.A. P.O. Box 9011 Coppell, TX 75019 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. ATTEST Authority Cl er 13-3660/91720 HOUSING AUTHORITY OF THE CITY OFH UNTINGTON BEACH, a public body co jaj4 and politic FRED WILSON Executive Director APPROVED AS TO FORM: By: 1- ,Authority GeneAl Counsel *"BORROWER" VPM Sher Lane, [L.P.]. A California Limited Partnership Print Name: Its: Date: 6 If to Lender: JPN4oqgan Chase Bank, N.A. P.O. Box,9011 Coppell,TX 75019 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 f&s and all,costs' in I curred in each And.every such action, suit or other proceeding, including any and, all appeals or petitions therefrom. 4.7 Counterpart5. 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 WHF.R]'-'OF, 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 INSTRUM,1ENTS. HOUSING AIJTI,IORITY' OF THE ATTEST CITY OF HU NT INIGTO I N BEACIJ, a public body corporate and politic By: SIGNED IN COUNITIERPART BY: SIGNED IN, COUNTEERPART Authority Clerk 'Executive Director APPROVED AS TO FORM - No SiGNED IN COUNTERPART Authority General Counsel "BORROWER" VPM Sher Lane, [L.P.11 A California Limited Partnership By: Print Name: 07- Its: G. Date- q ZG I A -Z,> 6 13-3666/9170 "LENDER" ipmoRGAN CHASE BANK, N.A. ri itgNaZ Its: Date:`', *Signcd in counterpart 13-3660191720 ACKNOWLEDGMENT State of California County of Orange On May 30, 2012 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. WITNESS my hand and official seal. Signature (:S����� 0-mKATHLEEN NELSON Commission #t 1991094 < Notary Public - California z Orange County AA Comm. Ex Tres Se 23, 2016+ (Seal) GOVERNMENT CODE 27361.7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED TO READS AS FOLLOWS: NAME OF NOTARY: COMMISSION NO.: DATE COMMISSION EXPIRES MANUFACTURERNENDOR NO COUNTY WHERE BOND IS FILED KATHLEEN NELSON 1991094 SEP 23, 2016 NNA1 ORANGE PLACE OF EXECUTION: SANTA ANA, CA DATED: March 28, 2013 FIRST AMERICAN TITLE INSURANCE COMPANY BY: ACKNOWLEDGMENT State of California County of Orange On March 27, 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. WITNESS my hand and official seal. Signature s�/ a.w. KATHLEEN NELSON Commission #E 1991094 19 Notary Public - California ZOrange County My Comm. Expires Sep 2NO161 (Seal) State -of California Count of2 noCharjneDftN"PMIC 011anbelore rnet (here insert,riame,and title of the officer) personally appeared SCE L� -_Is- who:proved to me on the basis of satisfactory evidence to be the persQ1(s�rKY_ose name subscribed to the within instrument and acknowledged to ine that(e$k0xecuted the same in ?9 erl�ir -authorized capacity(-., and that b &/ r signaturek4on the instrument ersout Y vis'n, lrrl� . tC D I e e sot personjsr� I I A ,, r the entity upon behalf of which persoj4s4 acted, executed the instrument I certify under PENALTY OF 1' RJUWrunder tH - laws of the State of Califorriia that the y1 foregoing paragraph is true a /do r r t. WITNESS i*, han cal. CHARLENE ORTIZ COMM. #1963969 z S ignatu re, Z; Notary Public - California M Orange County My Comm. Expires Jan. 13,20161' '(Seal) 13-3660/91720 STATE of Texas COUNTY of Dallas Before me, D Porter, a Notary Public in and for Dallas in the State of Texas, personally appeared <L I�-kr Authorized Officer, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Al Given under my hand and seal of office this 5' day of/L�`t-� , 2013. n Name: D Porter D PORTER Notary Expires: July 29, 2014 I( — �y Gammission Expires July 29.2014 Bj�?f aiE ATTACHMENT NO. "1" TO SUBORDINATION AGREEMENT (Description of Property) Property Description. The real property referred to in Recital A is situated in the State of California. County of Orange, City of Huntington Beach, and is described as follows: PARCELI: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANTGE I 1 WEST, PARTLY IN THE RANCHO LA BOLSA CHICA AND PARTLY IN THE RANCHO LAS BOLSAS, IN THE CITY OF HUNTINGTON BEACH, AS PER MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 50.00 FEET OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER WITH THE EAST LINE OF SHER LANE AS DESCRIBED IN THE DEED TO THE CITY OF HUNTINGTON BEACH, RECORDED DECEMBER 7, 1961 IN BOOK 5937 PAGE 35, OFFICIAL RECORDS; THENCE NORTH 180.00 FEET ALONG SAID EAST LINE, THENCE EAST' 46.00 FEET PARALLEL WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER: THENCE SOUTH 100.00 FEET PARALLEL WITH SAID EAST LINE_ THENCE EAST 90.00 FEET PARALLEL WITH SAID NORTH LINE; THENCE SOUTH 80.00 FEET PARALLEL WITH SAID EAST LINE TO THE SOUTH LINE OF THE NORTH 50.00 FEET OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID NORTHWEST QUARTER; THENCE WEST 436.00 FEET TO THE POINT OF BEGINNING. SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN BOOK 23 PAGE 17 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD. PARCEL 2: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 1 I WEST, IN THE RANCHO LA BOLAS, IN THE CITY OF HUNTINGTON BEACH, AS PER MAP RECORDED IN BOOK 51, PAGE I3 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: 8 13-3660/91720 BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 50.00 FEET OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER WITH THE EAST LINE OF SHER LANE AS DESCRIBED IN THE DEED TO THE CITY OF HUNTINGTON BEACH, RECORDED DECEMBER 7, 1961 IN BOOK 5937 PAGE 35, OFFICIAL RECORDS; THENCE NORTH 18 0. 00 FEET ALONG SAID EAST LINE; THENCE EAST 346.00 FEET PARALLEL WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER; THENCE SOUTH 100.00 FEET PARALLEL WITH SAID EAST LINE; THENCE EAST 90.00 FEET PARALLEL WITH SAID NORTH LINE TO A POINT WHICH POINT IS THE TRUE POINT AND PLACE OF BEGINNING; THENCE SOUTH 80.00 FEET PARALLEL WITH SAID EAST LINE TO THE SOUTH LINE OF THE NORTH 50.00 FEET OF THE SOUTHWEST QUARTER OF THE NORTHEAST OF SAID SOUTHEAST QUARTER; THENCE 408.96 FEET EAST PARALLEL WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER TO THE WEST LINE OF PARKSIDE LANE AS DESCRIBED IN THE DEED TO THE CITY OF HUNTINGTON BEACH, RECORDED SEPTEMBER 20, 1968 IN BOOK 8727 PAGE 541 OF OFFICIAL RECORDS; THENCE NORTH 80.00 FEET ALONG SAID WEST LINE THAT IS PARALLEL WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, AND WHICH PASSES THROUGH AND TRUE POINT AND PLACE OF BEGINNING; THENCE WEST 408.96 FEET, ALONG SAID LAST MENTIONED PARALLEL, TO THE TRUE POINT AND PLACE OF BEGINNING. EXCEPT THEREFROM ALL OIL, GAS, MINERALS .AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD. SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN BOOK 23 PAGE 17 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 142-111-3 7 (affects Parcel 2) and 142-111-3 8 (affects Parcel 1) 9 13-3660/91720