HomeMy WebLinkAbout6/14/2000 - STAFF REPORTS I
DATE: JUNE 7, 2000
TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: REDEVELOPMENT DIRECTOR
APPROVAL OF A SUBORDINATION AGREEMENT WITH THE CALIFORNIA
HOUSING FINANCE AGENCY IN CONNECTION WITH A LOAN TO PALOS VERDES
VILLAS,A MULTI-FAMILY HOUSING DEVELOPMENT
RECOMMENDATION:
it is recommended that the Agency approve a Subordination Agreement with the
California Housing Finance Agency(*CHFAJ relative to the financing of a loan to
the owners of Palos Verdes Villas, an apartment complex at 300 East Stevens
Road, in the North Palm Canyon Redevelopment Project Area
BACKGROUND:
On May 8, 2000 staff received correspondence from the attorneys representing
Palos Verdes Villas, a 90-unit apartment complex at 300 East Stevens Road,
stating that they had negotiated a loan modification and refinancing of the
project with the California Housing Finance Agency("CHFA'). The refinancing
will cure a default on the previous CHFA loan, which will benefit the owners as
well as the Agency,which entered into an Owner Participation Agreement with
the developers on February 19, 1992 and a Regulatory Agreement and
Declaration of Covenants and Restrictions on January 19, 1994.
The developer, Agency, and CHFA had previously also entered into a
Subordination Agreement on January 30, 1995; in it, the Agency agreed to
subordinate its Use Restrictions to the CHFA Deed of Trust and the CHFA
Regulatory Agreement California Health and Safety Code Section 51335 (a)
requires that the CHFA Loan and Regulatory Agreement have priority over the
Use Restrictions.
Since the prior use restrictions were subordinated, the new Subordination
Agreement does not leave the Agency in a worse position regarding its Use
Restrictions. To deny the Subordination Agreement would cause the Loan
Modification and Refinancing to not go forward,which would result in the project
going into foreclosure with CHFA. In the event of a foreclosure, the Agency's
Use Restrictions would be cancelled altogether.
In his review of the Subordination Agreement, Agency Counsel objected to
Section 9, which reads: 'The Agency hereby represents and warrants to CHFA
that at the time of execution of this agreement,the Developer is in substantial
compliance with its obligations to the Agency under the terms of the Use
Restrictions, and that the Agency has read and understands the CHFA
Documents and agrees that in the event of conflict of terms between the CHFA
Documents and Use Restrictions, the CHFA Documents shall prevail." No copy
of the CHFA Documents,with the exception of the original financing documents,
have been provided to the Agency, so attesting that the Agency(staff) has read
and understands the documents puts Counsel in a difficult position. In addition,
staff has not conducted a comprehensive review of the Developer's compliance
with the terms of the Use Restrictions,though the Developer has been regular in
Cra S
reporting the income qualifications of the twenty assisted units. Agency
Counsel would recommend approval of the Subordination Agreement, but with
the striking out of Section 9, which remains in the agreement as presented.
Staff will attempt to resolve these Issues before the June 7, 2000 Agency
meeting, to provide a clearer mmendation on Section 9.
?Aw
J HN S. YMO
R ment
APPROVED
Executive Director
ATTACHMENTS:
1. Resolution
2. Subordination Agreement and Cover Letter
GR4 • 6WIL
BEST BEST & KRIEGER LLP
A CALIFONNIA LIMITED LIABILITY PARTNERSHIP INCLUDING PRO MONAL CORPORATONi
LAWYERS
ARTMUR L LITTLEWORTI• BRADLCY Z.NLUFELO RICHARD T USSR C MARIO JARAMILLO 74-700 HIGHWAY I 1 1.SURE 200
WILLIAM R OCWOLFE- P[1LR M DARMACK DAVID J HANCOCK JAY LEE INDIAN WELLS.CALIFORNIA OEE 10
RICMARO T ANDERSON• JETFIILY V DUNK MAYLEY E.PETERSON JAM"C TURKEY POST OFFICE BOX 13600
JOHN O WAHLIN• STEVEN C OCOAUN ROGER M CRAWFORD MICHAEL D "LIDA PALM COURT.CALIFORNIA PLEBS
JOHK E BROWN ERIC L BANNER' SHAWN O HAGERTY LISA N LE
MICHAEL T RIDGE"' DENNIS M COTA JAMES P MORRIS LCCARM S WHITFIELD TELEPHONE 17601 306.261 1
MICHAEL GRAN` PH W F PEARCE KEVIN T COLLINS "RE"M PREEMAN TELECOPIER 17601 540.6600
FRANCIS J SAUM• ROOLRT W. HARGREAVES CAM L CRAIG JOHN O HIGGINBOTHAM WWW ODKLAW.COM
GEORGEM RIMS' C MICHAEL COWLTT DAVIDW HCWMAN MALATBY SUBRAMANIAN
WILLIAM W FLOYD.JR BRUCE W BEACH JENNIFER T. BUCKMAN US1 HUMBERT
GREGORY L MANORS ARLENE PRATER MARIA E SLIMS CRAIG M MARSHALL
KENDALLM MAGVEY MARK CASTER GLEN PRICE JEFFREY3 BALLINGER OF COUNSEL
CLARK H.ALSOP MICHELLE OUCLLMIE MARYMICMALL MCLEOD M THCRCSA TOLENTINO CHRISTOPHER L CARPENTER-
DAVID J LRW1N• KEVIN K RANDOLPH JAM"R TOUCHSTONE TMLRESA C ANTONUCCI MICHAEL D HARRIS•
MICHACL J ANDLLSON• CYNTHIA M GERMANO STEVEN M ANDERSON MELISSA W WOO ANNC T TIOMAS•
DOUGLAS O PHILLIPS• M MAMIUTE S STRAND ROBERT L PATRRSON C SEAN ANTHER DOMALD F ZIMMER•
GREGORY M WILKINSON KYLE A SNOW BRYAN A SENARD TRANS T TRAM FRANKLIN C ADAMS
GENE TANAKA JAMES B OILPIN PAULA C P PL SOMA
VICTOR L.WOLF KIM A SYRCNS LYBA M SALTZMAN WILLIAM WOOD MLRRILL
DANIEL E OUVIER DEAN DERLETI MARCO A MARTNCZ D BRIAN POSER
HOWARD B GOLDS SONIA RUBIO CARVALMO JOHN F WALSH KIRK W SMITH
STEPHEN P DEADEN JOHN O PINKNEY DANIEL O STEVENSON
JOHN P ROTSCKAEFEG PIERO C. DALLARDA JEFFRY F FLRRE
MARTIN A MUELLER DWIGKT M MONTGOMERY OORIME LAWRENCC-MUSKES OFFICES IN
LN J MICHAEL SUMMLROUR WILLIAM D D. LING.JR BRIAN P.HICKEY RIVERSIDE Coco,60S•1450
SCOTTC SMITH SCRNIC L WILLIAMSON ALMON 0 ALPERT RAYMOND BCSTC1668.106TI
JACKS CLARLL.JR G HENRY WELLCS JORGE A MAMICZ JAMES H KRIEGER 419 1 3•10751 ONTARIO 49091 969•85O4
DR"M LUTS• DINA O HARRIS KINSMAN O CMOPRA EUGENE BUT 11 809-1 0811 SAN DIEGO 40191 SLS•I 300
•A PROFESSIONAL CORPORATION
May 8, 2000
W. John Raymond
Director of Community Development
Palm Springs Redevelopment Agency
Post Office Box 2743
Palm Springs, CA 92262
Re: Palos Verdes Villas
Dear John:
This office represents Palos Verdes Villas, owner of the Palos Verdes Villas apartment
complex in Palm Springs. My client is in the process of refinancing the existing CHFA permanent
loan which encumbers the apartment complex. In connection with such refinancing CIHFA's
attorneys have forwarded to me a draft of the Subordination Agreement which CBFA will be
requiring the Palm Springs Redevelopment Agency to execute in connection with the loan
modification and refinancing. CBFA's attorneys have requested that I forward the enclosed draft
Subordination Agreement to you and Dave Alshire for your review and approval.
As you will note, because the existing CHFA financing is in default, this loan modification,
which will cure the default, should be beneficial to the Redevelopment Agency as well as my client.
I would appreciate receiving any comments you have regarding the enclosed at your earliest
convenience. I believe the refinancing is scheduled to close later this month and therefore your
prompt attention to this matter will be greatly appreciated.
RIMUSU)MI66109 - - - - - - - - - - - - --- -----
LAW OFFICES OF
BEST BEST & KRIEGER LLP
Mr. John Raymond
May 8, 2000
Page 2
I look forward to receiving your comments.
Sincerely yours,
�i S�w
Daniel E Olivier
of BEST BEST&KRIEGER LLP
DEO/dme
Enclosure
cc: Mr. Tom Tomlinson
(w/enclosure)
Mr. David Alshire
(w/enclosure)
CM •
RMW90MI66109
DRAFT: DO NOT EXECUTE
FREE RECORDING REQUESTED )
PURSUANT TO GOVERNMENT )
CODE SECTION 27383 )
Recording requested by and )
when recorded return to: )
CALIFORNIA HOUSING FINANCE )
AGENCY )
Office of General Counsel )
1121 L Street, 3rd Floor )
Sacramento, CA 95814 )
(Space above this line for Recorder's use)
CALIFORNIA HOUSING FINANCE AGENCY
SUBORDINATION AGREEMENT
CHFA Development No. 91406-S
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN
THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE
LIEN(S) OF SOME OTHER OR LATER SECURITY INTEREST(S).
THIS AGREEMENT is entered into by and between The Community Redevelopment Agency of The
City of Palm Springs, California, a public agency, corporate and politic ("the Agency"), Palos Verdes Villas,
a California corporation("Developer"), and the California Housing Finance Agency, a public instrumentality
and a political subdivision of the State of California ("CHFA") in connection with a loan to finance a
multifamily residential rental housing project on real property located in Palm Springs, California and more
particularly described on Exhibit 'A" attached hereto and incorporated herein by this reference(the "Project").
RECITALS
A. WHEREAS, CHFA has previously made a permanent first mortgage loan to Borrower in the
amount of Five Million and no/100 Dollars ($5,000,000.00) (the "CHFA Loan") evidenced by a promissory
note and secured by a deed of trust recorded on the Project on May 30, 1995, as Instrument No. 97134 of the
Official Records of Riverside County, California (the "Official "Records")( said deed of trust shall hereafter
be referred to as the "CHFA Deed of Trust"); and
B. WHEREAS, CHFA is restricting the Project pursuant to a regulatory agreement recorded March
30, 1995, as Instrument No. 97133 of the Official Records ("CHFA Regulatory Agreement"); and
I.SUBA/13M.3 \ '
/13/OO.00C -]_ a/
DRAFT: DO NOT EXECUTE
C. WHEREAS, Developer and the Agency have entered into a certain owner participation
Agreement, dated for references purposes February 19, 1992. and a certain Regulatory Agreement and
Declaration of Covenants and Restrictions, dated January 19, 1994. and recorded in the Official Records on
March 9. 1994 as Instrument No. 098782 (collectively. the "Use Restrictions"); and
D. WHEREAS, Developer, the Agency and CHFA have previously entered into a Subordination
Agreement, dated January 30, 1995, and recorded in the Official Records as Instrument No. 97135 (the "Prior
Subordination Agreement") whereby the Use Restrictions were subordinated to the CHFA Deed of Trust and
the CHFA Regulatory Agreement; and
E. WHEREAS, Developer is currently in default of its obligations to CHFA, which obligations are
secured by the CHFA Deed of Trust; and
F. WHEREAS, Developer and CHFA have agreed to modify the terms of the loan from CFHA to
Developer which modification shall clue Developer's default and avoid a foreclosure of the CHFA Deed of
Trust; and
G. WHEREAS, in conjunction with the modification of the loan fttnn CHFA to Developer,
evidenced by two promissory notes, Developer and CHFA have executed a document entitled "California
Housing Finance Agency Modification of Deed of Trust, CHFA Development No. 934M0 S (the
"Modification")which modifies the CHFA Deed of Trust,and a document entitled "California Housing Finance
Agency Amendment to Regulatory Agreement, CHFA Development No. 93-00"' (the "Amendment")which
amends the CHFA Regulatory Agreement, which documents are recorded contemporaneously herewith in the
Official Records (the CHFA Deed of Trust, the CHFA Regulatory Agreement, the Modification and the
Amendment shall hereinafter collectively be referred to as the "CHFA Documents"); and
H. WHEREAS, it is a legal requirement pursuant to California Health and Safety Code Section
51335(e) and a condition precedent to CHFA modifrng the CHFA Loan that the CHFA Documents have
priority over the Use Restrictions; and
1. WHEREAS, it is beneficial to all the parties to this Agreement that CHFA agree to modify the
CHFA Loan, and the patties are willing to subordinate the Use Restrictions in order that the CHFA loan be
modified.
NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other
valuable consideration,the receipt and legal sufficiency of which is hereby acknowledged, it is hereby declared,
understood and agreed as follows:
1. The above recitations are incorporated herein.
2.. The Use restrictions are hereby subordinated to the CHFA Documents including all extensions,
modifications or additional advances made hereunder. Hereafter, the CHFA Documents shall unconditionally
be, and remain at all times, liens and encumbrances on the Project prior and superior to the liens and
encumbrances of the Use Restrictions, and to all rights and privileges of the parties thereunder, and the liens
and encumbrances of the Use restrictions, together with all rights and privileges of the parties thereunder shall
hereby be subjected and made subordinate to the liens and encumbrances of the CHFA Documents. In any
CHFA.71.S1a1A -40
3/13/00.000 -2- C M _ 6no 60
06-00-00 11:60 From-BEST, BEST,& KRIEGER T60-340-6688 T-68T P 02/02 F-064
DRAFT: DO NOT EU JTE
event of eog4W between die Agency obligations and due CHFA obllgations, the CHFA obligations shall
prevail. A judicial or nolgndicW formiwtra of the CHFA Deed of'host shall 90411 in the Use Restrictions
being be extinguished.
3. This agreement is for the benefit of the p8ttie8 harem and is enforceable by any pang against
any Mogwn is interest or assigns of any parry hereto.
4. if 0M;y Shall talon any legal action m enfom the terms old canditioas Of this A91e=111.
the prevailing party Or patties shall be antided to recover legal casts and reasonable attomey's fear from the
other patty or pates.
S. Amu4nwm m this Agteanaur mast be in wdit and AgW by all patties berm-
(. This Agrecmaar dell be cotArwd in accordance witb w d be governed by the laws of California.
I. This Aaramard may be execowd in several cmuMpatta, each of which shall be au original and
all of wl&h sball consduum arts and the same insttnment.
9. In the evem any provision of this Agmmcm shall to beld lov"or unenforceable by any court
of competent jurisdiction, it will nor invalidate of tender aaenfoseeable any Other part of Ibis Agreement.
9. Tbte ASU Cy hereby represents and warrants m CHFA that at tea time Of eu c"Kiart of this
agreement,file Developer a in substantial compliance wide ha obligations to dte Agency under due taints of the
Use Reswlcdons, and that the Agmq has read and undamads die CHFA Docmtleaa anti agree that in the
event of conflict of terms between the CHFA Docunw a and Use Rawwdm, dte CHFA Doagnew Shall
Pia
10. Ile Amy, Developer and CHFA bereby agree to be bound by all the farms, comUdom and
cavenwo of ibis Agrament.
11. Except to fhe extent inconsistent with this Agreement. the Prior SUbOldiwtiOn Agrcmeot
remains In full Parse and effect.
IN WrrNggg WH13RFAF, flee parties be = have =muted this Agreement wbidt shall be:cotne
effective upon recordation.
pALOS VUM VILLAS, a CdMX'nta CALIFORNIA HOUSING FINANCE
AGENCY
by:
Thomas W. Tomlinson By:
prey Theresa A. Parker
&xmudve Mexta0-
CSFI►7tSLan -3- (
` �^ •
snves.cx+c �! 6 .7
DRAFT- DO NOT EXECUTE
THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS
BY:
Name:
Executive Director
ACKNOWLEDGMENTS
G � 6,w
CHFA.71.SMA -----
3/13/OOAM -4- --
No cx3xt 1W.
,er No. Rernrffing IlFgl�e�led Esy
=Yffosl Amur.can TAie Ilaalanc3 COmnarf * �g
WHEN RECORDED MAIL TO' W 9
TOMLINSON FAMILY TRUST S p
3652 MONTE REAL W $
O ESCONDIDO, CA 92029-7411 y tic-
SPACE 4
s
y1{��
ALaIE TRI$LINE FOR AEOARS USE ;r
MAIL TAX STATEMENTS TO DOCUMENTARY-RANSFER TAX$
PALOS VERGES VILLAS. INC, Ca Dow on nry .uan a vine of pmwro eDnvevee OR
3652 REAL
ESCONDIDO.IDO. CA 92029-7911 G01"n"'°on m.°°""°"'°°"° "a F.ne°""o""'°o""s
ATTN: THOMAS W. TOMLINSON emaa g•Il neWaw
GRANT DEED
FOR A VALt1ADLE CONSIDERATION.recoipt of which Is hereby acknowledged.
THOMAS W. TOMLINSON and MARY A. TOMLINSON, Trustees of the Tomlinson Farilly Revocable
Trust, slated April 7, 1982
hereby GRANT(Slto PALOS VERDES VILLAS,Inck California Corporation
Tha real property m he Cm/of Palm Springs. State of Caldomla.Ownbed as
CDurityof Riverside
Parcel 2 of PARCEL MAP NO. 27312 on file in Book 175, Pages 98 through 100,
inclusive. of Parcel Maps. Records of Riverside County, Cal Tforr•a:
EXCEPT the right to any deposits of all. gas or other hydrocarbon substances,
underlying the above-described land, provided however, that such reservation
shall not be deemed to give any right to enter upon said premises for the -
development of any such water, oil, gas or other hydrocarbon substcnces as
reserved in the Deed from Security First National Bank of Los Angeles,
recorded June 2.3. 1936 in Book 283, Page 302 of Official Records of
Riverside County, California.
Doted 3anwryt},a1914
STATE OF CAUFOR A jY Thomas W. Tomlin n, Tru%tiaq
coutm OF an Diego 1
on IYbre
p.naluyelweM.d �.. Mar A. omlinson, Trustee
penauny hwwA n a p was a me on me aeaa a sabafli
wleencq blra,.pa,aor,lal wrbaeeanelel NYe au0ad,[Malo
rte�manl ai ad�ronialpaa b re em ft""e.ecben e.acme COM/Gals
h IIISTaee.aWmrlxed capmlYlaal 4W NI Iry ry[iY,i1Ye aYie' Na1W I'LlIalLAN DGM0 CtllanY
•. prelal en IN natmrtrm IM parwn;.)a Y,e away ua+n W nae W WMCn Mr Canm.E,,ew AW�IW7
IY paaocl.I ado e..CMo"eai
WITNESS mV naa end 011"I Heal ,
Ii1M aY,a GfNI,gW4Y Yai
U AIL TAX STATEM l a'.• 'nF '01i'rl a ,rllr- loot n sti - }
�vo.rr_nnnffn39 Description: 1994.56577 Page 2of2 Comment:
�dIY� oiN�ao 097134
PURSUANT TO GOVIR1OlINT CODI RECEIVED FOR RECORD
SEOTION 27593 AT6A MLOCK
Recording requested by and )
when recorded return to: AtAR 30 1995
CALIFORNIA HOUSING FINANCE
AGENCY )
Office of the General Counsel) �O✓ Re�"�+
1121 L Street, 7th Floor
Sacramento, CA 95814
(Space above this line for Recorder•& use)
CALIFORNIA ROUSING 1ZIANCR AGENCr
FIRNANN01'1' DIND OF TRUST *ITN AASItHIMENf OF R19TS,
-I SECURITY AGRIMUM an t2ITURR FILING
CH7'A DNVBLOPJU= NO. 93-006-8
(permanent Fiaanaing)
N This Deed of Trust in made on Nardi 23 , 1995, by Palos Verdes
�1VV villas, a California corporation, a California corporation (the
"Borrower"), to First American Title Insurance Company (the "Trustee"),
whose business address is 3625 Fourteenth Street, Riverside, CA 92502 for
the benefit of the California Housing Finance Agency, a public
instrumentality and a political subdivision of the state of California
(the "Agency"), whose principal office is at 1121 L Street, 7th Floor,
Sacramento, California 95814.
1. BORROWER HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to
Trustee in trust, with power of sale and right of entry and possession,
all of Borrovar0s right, title and interest now held or hereafter acquired
in and to the followingg: (a) All of that certain real property located
in the County of Riverside, state of California, described in Inhibit a
(attached) which is incorporated herein by this reference; and (b) all
buildings, improvements and fixtures now or hereafter erected thereon, and
all appurtenances, easements, and articles of
property now or hereafter affixed to, placed upon or used in connection
with such real property and owned by Borrower or in which Borrower has an
Interest, together with all additions to, substitution& for, changes in or
replacements of the whole or any part of said articles of property (all of
which real and personal property described in subparagraphs i(a) and 1(b)
are hereinafter referred to as the "Property"); all of which are hereby
' pledged and assigned, transferred, and set over unto Trustee, and for
purposes of this Deed of Trust declared to be part of the real property;
provided, however, that furniture and other personal property of tenants
CHPA 52P.RS.PALOS VERDES
2127/93 «1- ,
M11429JBM -
i
,order. EXP-TC-000 11039 Description: 1995.97134 Page 1 of 15 Comment
, r
di.
Y
of dwelling units in the buildings now or hereafter situated on said real
property era not intended to be included within such definition of
Property or subject to this Deed of Trust except to the extent of
Borrower's interest therein.
2. BORROWER HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY '
ASSIGNS to the Agency all rents, royalties, issues, accounts and profits
of or relating to the property and all of Borrower's interest under all
leases, subleases, rental agreements and other aontraets and occupancy
agreements relating to use and possession for the purposes and upon the
terms and conditions hereinafter set forth. This assignment is absolute,
primary and direct and is not intended to be a separate or secondary
pledge, or other form of additional security, and no further act or atop
is or shall be required of the Agency to perfect this assignment.
Notwithstanding the foregoing, the Agency confers upon the Borrower a
license to collect and retain the rants, issues and profits of the
Property as they become due and payable until an Event of Default
(hereinafter defined), upon the occurrence of which said license shall be
automatically revoked. This assignment shall not impose upon the Agency
any duty to cause the Property to produce rents nor shall the Agency be
deemed to be a mortgagee in possession by reason thereof for any purpose.
3. THE ABOVE GRANT, TRANSFER, AND ASSIGNMENTS ARE FOR THE PURPOSE OF
SECURING:
(a) Payment of the indebtedness evidenced by that certain
promissory note entitled •California Housing finance Aganc
Note, CHPA Development No. 93-006-5• (the "Notch) of th oorower In the
face amount of Five Million Your and No/too Dollars 05,000,000.00) ,
together with interest on such indebtedness according the terms of the
Note, and any and all amendments, modifications, extensions
the Note and the indebtedness and all other sums becoming due and payable
to the Agency, or Trustee, pursuant to the term of this Deed of Trust;
(b) Payment of such additional indebtedness, when evidenced by a
promissory note or notes reciting the mama to be secured by this Deed of
Trust, together with interest, as the Agency at its sole discretion may
advance to Borrower, or its successor in interest, from time to time and
payment or performance of such other obligations as the then record owner
of the Property may agree to pay or perform when evidenced by a promissory
note or other instrument or agreement reciting that it is secured hereby;
and
(a) Performance and observance of all of the terms, covenants
and conditions to be performed.or observed by Borrower under this Deed of
Trust, and that certain document entitled ■California Housing Finance
Agency, Regulatory Agreement, CHFA Development No. 93-006-Su (the
"Regulatory Agreement" executed between the Borrower and the Agency and
Imposed on the Property) and all the Loan Documents as such term is
1 defined in such Regulatory Agreement (ail of which are the "Secured
Obligations•).
�j CHFA 52P.RS.PAL09 VERDSS
2/27/95 -2-
M11429JBK
Order. EXP-TC-00011039 Description: 1995.97134 Page 2 of 15 Comment:
,actable in nature) asserted by any person, firm, corporation or other
entity arising out of this Deed of Trust. Borrower shall pay the Agency
upon demand all claims, judgments, damages, losses or expenses (including
reasonable legal expense) incurred by the Agency as a result of any legal
f action arising out of this Deed of Trust.
(d) Estoppel Certificate. When requested by the Agency from
time to time, the Borrower shall execute an estoppel certificate in favor
of the Agency, which certificate shall certify as to the absence of any
default by the Agency in the parforawwo of its obligations hereunder or,
if any such defaults exist, their existence as of the date of the
certificate.
(a) Set-off. Borrower shall not under any circumstances
fail or delay to perform (or resist the enforcamont of) any of its
obligations to the Agency in connection with this Deed of Trust or any
other contract, note or instrument executed by Borrower in favor of the
Agency beeausa of any alleged offsetting claim or cause of action against
the Agency (or any indebtedness or obligation of the Agency) which has not
been confined in a final judgment of a court of competent jurisdiction
(sustained on appeal, if any) against the Agency. Borrower hereby waives
any such rights of sat-off (or offset) which it might otherwise have with
respect to any such claims or causes of action against the Agency or any
such obligations or indebtedness of the Agency, unless and until such
right of set-off (or offset) is confirmed and liquidated by much final
Judgment. Borrower further waives any right which it might otherwise have
(if any) to require a marshalling of any security of the Agency or to
direct the order in which the Agency pursues its rights or remedies with
respect to any of its security.
IN WITNESS WHEREOF, Borrower has executed this Deed of Trust on the
day and year set forth above. If a mailing address is met forth opposite
its signature below, and not otherwise, the Borrower shall be deemed to
have requested that a copy of any notice of default and of any notice of
sale hereunder be mailed to it at such address.
MAILING ADDRESS FOR NOTICES BORROWER:
3652 Monte Real PALOS VERDES VILLAS, a
Escondido, California 92029 California corporation
By: V La Yv_—a
Thomas W. Tomlinson
President
C"A ,4P.zN.PALO8 VUDES
2/27/ 5 -13-
MI1�S4JBK -
i.,
Order: EXP-TC-000 11039 Description: 1995.97134 Page 13 of 15 Comment:
�� T '60 322 83I3
JUk U7' w) (WEDi 11 : 43 ECONCMIC DEV DEP, P. 002.
Wu(-tW 4:44 From-BFST, BEST,6 KRIEGER 7611-34C-6668 T-141 F.12/16 F-293
r
Ern D
FREE RECORDING REQUESTED )
PURSUA INT TO GOVJwRN- NrFNT CODE ) DRAFT: DO NOT EXECUTE 2
SECTION 2?3$3 )
)
Recording requtsred by and )
when recorded return to- )
CALIFORNIA 14OUSINU FINANCE )
AGENCY )
Office of C-en ral Counsel )
1121 L Sae.t, Suite 300 )
Sacramento, CA 95814 )
(Space above this line for Rawrder's use)
Clio, i ro ref,4,.1 !`wr,.,.t R ,r,w,e":-- A
MODIFICATION OF DEED OF TRUST
CHWA Development No. 93-006-S
T•ais 1dODMCA"nON OF?)FED OF*MUST dated, _ 20a4 for identification purposes only
(.his "Modific4a t") is made by Palos Verdes Villas, a California corpor-4011 (oe "Borrower"), to First
-Americaa Title Insurance Company, a California corporation, and/or its Successor(hereiu. "Tnucft")as=sree
under the Deed of Trust (deficed beIow), to and for to benefit of CALIFORNIA 'KOUSING F A`iCE
AGF^NCY, a public instrumentality and a political subdivision of the State of California ("Agency'), with
reference to rbe following:
RECIT ,& LS
A- The Froperry is cutren4y encumbered by, among other things, ibat certain Permanent Deed of
Trust with A aignrnept of Rears, Security Agrt"-nacre and Fl=ure FM4 dated N�farch 23, 1991 (the "I)Otd of
Truc"), made by Borrower to Trustee for the benefit of the Asemy that was recorded ou March 30, 1995 as
" hutnttneut No. 97134, Official Records of Riverside Coanry, California (the 'Official Rccurds"), and a certain
"California blousing Finance Agency Regulatory Aptement, CRFA Dtvelopmont No. 93.006-S" :ecordad
+4amh 30, 1995, as Iastruwew No. 097137 of-the Ofrcial Records (the "Regulatory A;reemant").
B. The Deed of Trusr secures, armor,otlier tbfngs, a cec'rnin promissory now (the "First NOW) in
the original principal amount of 55,000,000.co made by Borrower payable to the order of the Agency.
C. In connection with a rtstrttentrin;of the First Note obli-aeons(tbe "l;esttucturinr"), the Agency
requires that the First Noce be amended and restarmd (hereafter the "Asneaded Note"), and that $orrower
:xecuta an additional note (the" Deferred p2y7r NOW). Furrher, ft parries w,derstand and agret Thar the-
Deed of Trost shall be modified in order to reier to said Arwaded Noce, and rbe Deferred Payment Note-
D, Also in ca=eation with the Revracturing. the parries herewith executed an "Arnendwcrtt to
R:gttlawry Agreement, CHRA Developmonc No. 93-006-34 (rho "Aaxttdntcar") recorded comemporaaeossly
L'AW VGROEib4r.AiODLF.
21_"j=T0x4,,00jr71 -1•
JUN-07001WED 11 ; 4? E1;4N0MJ(..; DEV, DEPT. "bo 322 83?5 P, DUI
ue-ur-uu uV:43 Frm-BEST, 8EST,1 KRIESER T60 Si0-sspl T-141 P.t Vlfi F-1p3
oblioat5atss secueed thereby must be made is writing and 3W be limited to the express written terms
of such waiver.
17_ Cross-Default- Any Default on the Amended Note shall also be a default under the not-,
Execntcd ar Escondido, California.
PALOS ' MRS VILLAS, a
California Corporation
ay,
Thomas W. ToiWinsaa
Praidcnr
t:}iF,1 str,rN.St5.7EkPnLOs VtRDFS.CE.°.PM7.
222lOn.rOFSA0N3F80, .$-
t ,
'• f tauD FILL.
j o I1
CC
�9 5 TESFJ.I Pao aRT�
JQ - 23.5'7 ueracrz�s ���
7 Lo I,arp�)
y
1
�+ P�nGGL Oti1E [`L�r�Ee� � i I
Wj �.2212ass4G• �' Pa2C�L � clryJ it
\ Y 7r± Ac. NE-j t7S cA2LE i - Y
V 1CQ N 5.3 � ,ac L12os5 F�.
r - --- 5,7b 4,lerLISEeeLz(�Li�-LoD49
I I
_ 1E!
_A DDITLOH�L T O. 1V
-
�ToTn(.
I
rN ruc 3 P-a2c�L.5
I ToTaL us�nl3(g ,ac R�ar�� 8.78 F.n cns<
FaR ��T RE loi _. t v aerknou Vo 2ri SLEET ZB 9s
:ao ....,,,.,.
Nc¢D(.�Pl}ain ---
I
� 1
I
c
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING A SUBORDINATION AGREEMENT WITH
PALOS VERDES VILLAS, A CALIFORNIA
CORPORATION,AND THE CALIFORNIA HOUSING
FINANCE AGENCY TO FACILITATE A LOAN
MODIFICATION AND REFINANCE OF PALOS VERDES
VILLAS, IN THE NORTH PALM CANYON
REDEVELOPMENT PROJECT AREA (AREA#6)
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the
"Agency") has established an affordable housing setaside fund in accordance with
Section 33000 at seq. of the California Health and Safety Code; and
WHEREAS, the Agency entered an Owner Participation Agreement with Palos Verdes
Villas (the"Developer on February 19, 1992 and a Regulatory Agreement and
Declaration of Covenants and Restrictions on January 19, 1994; and
WHEREAS, the Developer, Agency, and the California Housing Finance Agency
("CHFA') entered a Subordination Agreement on January 30, 1995, whereby the
Agency agreed to subordinate its Use Restrictions to the CHFA Deed of Trust and the
CHFA Regulatory Agreement; and
WHEREAS, the Developer is currently in default If its obligations to CHFA, which
obligations are secured by the Deed of Trust, but have negotiated a Loan Modification
and Refinancing of the project with CHFA; and
WHEREAS, California Health and Safety Code Section 51335 (a) requires that the
CHFA Loan and Regulatory Agreement have priority over the Agency's Use
Restrictions.
NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of
the City of Palm Springs, as follows:
SECTION 1. A Subordination Agreement between the Community Redevelopment
Agency of the City of Palm Springs, Palos Verdes Villas, a California
Corporation, and the California Housing Finance Agency, is approved.
SECTION 2. The Executive Director, or his designee, is hereby authorized to execute
on behalf of the Agency the Subordination Agreement and other
documents necessary to the Agreement, and make minor changes as
may be deemed necessary, in a form approved by Agency Counsel.
cry- b- q
4_
ADOPTED this day of 12000.
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM
SPRINGS, CALIFORNIA
By
Assistant Secretary Executive Director
REVIEWED&APPROVED AS TO FORM c v
• 6 ,w