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Home My WebLink About0299C - PALOS VERDES VILLAS, Courtyard Partners, CA Housing Finance Agency OPAFREE I~ECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 Recording requested by and when recorded return to: CALIFORNIA HOUSING FINANCE AGENCY Office of General Counsel P.O. Box 4034 Sacramento, CA 95812-4034 PAGE 465 D0C # 2818-814892504101/2010 08:00A Fee:NO Page 1 of 10 Recorded in Official Records County of Riverside Larry ~. Ward Assessor, County CLerk & Recorder SIZE DA MISC LONG 426 PCOR NCOR SMF NCHG IT:CTY UNI (space above this line for Recorder’s use) SUBORDINATION AGREEMENT RFD COPY EXAM NOTICE:THIS SUBORDINATION AGREEMENT RESULTS IN YOUR ENCUMBRANCE(S) ON THE PROPERTY BECOMING SUB,VECT TO AND OF LOWER PRIORITY THAN SOME OTHER OR LATER ENCUMBI~NCE(S) ON THE PROPERTY. THIS AQREEMENT dated as of Februm’y i0 2010, for h]fommtional puq)oses, is entered into by mid among, Courtyard Pa~ers - Pahn Springs, L.P., a California lhnited parmership (tbe "Borrower"), The Community Redevelopment Agency of the City of Pahn Springs, California, a public agency, corporate and politic ("City RDA") and the California Housing Finance Agency ("CaIHFA") a public instrumentality amt a political subdivision of the State of California in cormection with a loan by CalHFA to Bon’ower to thmnce a mnltifamily residential rental housing project on real property located in City of Pahn Springs, RiversMe County, California and more padicularly described on Exhibit A attached hereto and incorporated herein by tiffs reference (tim "Project"), Unless othenvise noted, references to instruments recorded in "Official Records" refer to instruments recorded ha the Office of the County Recorder of the County of Riverside~ RECITALS A. WHEREAS, Bon’ower’s predecessor and the City RDA have enculnbered the Project with the following documents related to ~he financing and/or development of the Project: 1. An "Owner Participation Agreement" dated February 19, 1992 and Regulatory Agreement and Declm’ation of Covenants and Restrictions, dated January 19, 1994, and recorded in the Official Records on March 9, 1994 as lnstrulnent No. 94-098782. ("City Regulatory AgreemenP). The Owner Participation Agreement and City Regulatory Agreement and any other recorded or um’ecorded documents relating thereto ale collectively refe~Ted to hereha as the "City RDA Document,¢’. WI-tEREAS, CalHFA has made a pemaanent mortgage loan to Bo~Tower, in the amount CalHFA Sub, City RDA of Palm Springs Palos Verdes Villas - 93-006-S 02/10/2010, M]V/jaf-#t90945vl -I- anaotmt of Five Million and No/100 Dollws ($5,000,000.00) (the "CalHFA Loan"). The CalHFA Loan is evidenced by a promissory note made by Borrower to CalHFA and secured by a deed of trust on the Project executed by Borrower, as trustor, to Fii~t American Tille h~surance Company, as trustee and CalHFA, as beneficiary. Said deed of 1Pust is entitled "Califoruia Housing Finance Agency, Pernam~ent ¯ Deed of qYust with Assignment of Rents, Sec~ity Agreement and Fixtnre Filh~g, CHFA Development No. 93-006-S, (Permanent Fhaancing)", dated March 23, 1995, anti recorded March 30, 1995 as Document No. 95-097134 ha the Official Records and the California Housing Finance Agency Modification of Deed of Trust dated Jnne 30, 2000 and recorded June 30, 2000 as Document No. 2000-256099 in the Official Records (collectively hereflaafler the "CalHFA Deed o.f Trttst"). "California Housing Finance Agency, Regnlatory Agreement, CHFA Development No. 93-006-S " executed by Borrower mad CalHFA, dated as of March 23, 1995 and recorded March 30, 1995 as Document No. 95-097133 in the Official Records and the California Housing Finance Agency Amendment to Regulatory Agreement, CHFA Development No. 93-006-S, dated Jone 30, 2000 and recorded Jane 30, 2000 as Document No. 2000-256098 in the Official Records (collectively hereinafter the "CalHFA Regulato~ Agreement"). The CalHFA Loan, CalHFA Regulatory A~eement and any related documents are collectively refen’ed to herein as the "CalHFA Documents"; C. WHEREAS, Borrower’s predecessor, CalHFA and the City RDA have previously subordhaated the City RDA Docnments to the Ca~A Doctmaents by a Subordination Agreement dated January 30, 1995, and recorded ha the Official Records as hastrumem 95-97135 on March 30, 1995 and a Subordination Agreement dated as of its recordation ha the Official Records on August 30, 2000 as Document No 2000-256100 (collectively the "Previous Subordinations"). D. ~¢TqEREAS, CalHFA is making, contemporaneously with the making of this Agreement, modifications to the CalHFA Loan ("Loan Modification"); E. V~-IEREAS, it is a condition precedent to CalHFA making the loan modification that the CalHFA documents have priority over the City RDA Documents; F. WHEREAS, it is beneficial to all parties that CalHFA make the Loan Modificatio~ and the parties are willing to subordhaate the City RDA Documents in order that the Loan Modification be made. NOW THEREFORE, In consideration of the foregoing and other consideration the receipt and snfficiency of which are hereby acknowledged, and in order to induce CalHFA to make the Loan Modification, the parties hemlo agn’ee as follows: CalHFA Sub, City RDA of Palm Springs Palos Verdes Villas - 93-006-S 02/10/20i0. MJV/jaf-#190945vl -2- 1.Subordiuation of the City RDA Documents. a. Except as othecvvise expressly provided, the City RDA and Bon’ower hereby unconditioually subordinate the City RDA Documents to the CalttFA Documents. Hereafter, the CalHFA Documenls shall unconditionally be, and remain at all fmaes, liens mad encumbrmaces on the Project prior and superior to the encumbrances of the City RDA Documents mad to all rights and privileges of the parties thereunder, and the liens and encanabrances of the City RDA Documents logether with all rights m~d privileges of the parties thereunder shall hereby be subject to aud made subordinate to the liens mad encmnbrances of the CalHFA Documents. Nothing in tltis Agreement is intel,lded to extinguish affordable housing covenants referenced in the City RDA Documents. In the evem of foreclostn’e of any lien, the affordable housing covenmats shall remain intact and continue to mn with the land. h,l the event of a judicial or non-judicial foreclost~e of the CalHFA Documems, the lien of the City RDA Documents shall be extinguished. b. CalHFA agrees that it shall use ils best efIbrts to provide the City RDA with a copy of all initial notices of dethult provided to Borrower under the CalHFA Doculnents, ~, CalI~’A shall have no liability to the City RDA and/or Bo~Tower for its ti~ilum to do so, nor shall tifilum to do so constitute grounds for any restraining order, injunction, or other prohibition against or delay in CaIHFA’s exercise of its remedies under lhe Call-lFA Documents. CalHFA shall not record a Notice of Default related to such iuitiat notice during the period nh~ety (90) days after the date of such initial notice if such notice relates to a nomnonetary default or det~utts under the CalHFA Documents. During the tem,l of such period Borrower shall have the fight, but not the obligation, to cure any no~nnonemry default under such inilial notice. Notwithstanding the foregoing, if at al,ly time tbllowing the date of the initial notice, there shall occur or be continuing a dethult in the pa3aneut of any anaotmt due CalHFA uMer the CalHFA Documents, CalI~A shall have the fight to, and in its sole discretion may, record a Notice of Default mad proceed to fomclostn’e based upon any such nonpayment regardless of any exteuded cure period with respect to nonmonetary delimits. c. Borrower and the City RDA have read, understand ~md approve the CatHFA Documents and agree to be bound thereby in the event ofils foreclosure or acquisition of the Project. d. The provisions of this Section l shall be suhject to, and to the extent of any inconsistency, superseded by, the requiremeuts of the HUD-FHA State Agency Risk Share Progwam, as in effect fi’om time to time. 2. Representatious. The City RDA hereby represents and warrants to CatHFA that at the thne of execution of this agn’eement, the Bo~ower is in substantial compliance with its obligations to the City RDA under the terms of the City RDA Documents, and Borrower has mad and anderstands flae CalHFA DoculTaenls and agq’ees that in the event CalHFA determines there is a conflict of terms betweel,l the CalHFA Documents and the City RDA Documenk% the terms of the CalHFA Documents shall prevail. Attorneys Fees & Costs. If may party shall take any action to entbrce or otherwise relating to this Agreement, the prevailing patty or parties shall be entitled to recover reasonable altorney’s fees and costs fi’on,l tlie other party or parties. CalHFA Sub, City RDA of I aim Springs Palos Verdes Villas - 93-006-S 02/10/2010. MlV/jaf-#190945vl -3- 4.Amendments. Amendments to this Agreement shall be in writing and signied by all the parties hereto. 5. Governing Law. This Agreement shall be construed in accordance with and be governed by the laws of Califomia. 6. Counterparts. This Agl~eement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 7. Sevembilitv. In the event any provision of this Agreement shall lie held invalid or unentbrceable by any court of competent jurisdiction, it shall not invalidate or render unenforceable any other part of this Agreement. 1N WITNESS WHEP, EOF, the parties hereto have executed this Agreement to be effective as of the date first above written. CITY Ill)A:BORROWER: THE COMMUNITY REDEVELOPMENT AGENCY OF I HE ClIY O[ [ ALM SI I~NGS Title:Executive Director By: COURTYARD PARTNERS- PALM SPRINGS, L.P., a California limited partnership By: Genfini Equities, Inc. Its: General Partner CalHFA: CALIEORNIA HOUSING FINANCE AGENCY, a public instTumentality and political subdMsion of the State of California By:. Richard K. Savage President, Gemini Equities, Inc. ATTEST: ame:. ,,tie: gl Exhibit A - Legal Description CalHFA Sub, City RDA of Palm Springs Palos Verdes Villas - 93-006-9 02/10/2010. MJV/jaf-#~90945vl 4.Amendments. Amendments to this Agreement shaJ1 be in writing and signed by all the parties hereto. 5. Governin~ Law. This Agreement shall be construed in accordance with and be governed by the laws of California. 6. Counter0arts. This Agreement may be executed fit several counterparts, each of which shall be an original and all of which shall constitute one and the same instrmnent 7. Sevembilig5 In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jmisdiction, it shall not invalidate or render unenforceable any other part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date th’st above written. CITY RDA:BORROWER: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: COURTYARD PARTNERS- PALM SPRINGS, L.P., a California Kruited parlnership By: Name: Title: By: Gemini Equities, Inc. Its: General Partner CalHFA: CALIFORNIA HOUSING FINANCE AGENCY, a public ins~¢trn~ttality and political subdivision of the State of California L. Steven SpearsTitle:Acting Executive Director By: Ridmrd K. Savage President, Gemini Equities, Inc. Exhibit A - Legal Description ACKNOWLEDGEMENTS CaJt~A Sub. City RDA of Palm S pringa Palos Vet des Villas - 93-006 S 02/10/2010. Iv~V/]af-#19094~vl -4- 4.AmeMments. Amendments to this Ag~eement shall be ill wfith~g and signed by all the pardes hereto. 5. Govemhig Law. This Agreement shall be conslrued in accordance with and be governed by the laws of Califortfia. 6. Countetpm~s. Tiffs Agreement may be executed m several eotmte~parts, each of wlfich shall be an original and all of which shall constitute one and the san~e mslrument. 7. Severabili(X. In the evant oa~y provision of this Agreemem shall be held invalid or tmenforceable by any cotn~ of competent jmisd/cfion, it shall not invalidate or render unelfforeeable any other pm~ of this Agreement. IN V¢ITNESS WHEREOF, the parties hereto have executed this AN’eement to be effective as of the date fit~t above mitten. CITY RDA:BORROWER: TIlE Name: Title: CalHFA: CALIFORNIA HOUSING FINANCE AGENCY, a public instrtuneutality and political subdivision of the State of California By: COURTYARD PARTNERS- PALM SPRINGS, L.P., a California limited pm~nership By: Gemini Equities, Inc. Its: General Partner Richard K. Savage President, Genfini Equities, Inc. By: Name: Title: Exhibit A - Legal Description ACKNOWLEDGE/VIENTS CalHI~A Sub. City RDA o~ Palm Springs Palos Verdes Villas - 93-006-fi 02/~0/20~0. MJV/ial-#190945vl -4- ACKNOWLEDGEMENTS STATE OF CALIFOL~’,IIA COUNTY OF ~’~ ~’, e~(~,~, the name and title oJ the office,’), personally appeared ~;./i.))~ Jd~ ~-¢4~,~ o¯,,~ ~-~’~ ~~r~-~5~ ~ (insert name o./’signer), who proved to me on the basis of satisfactory evidellce to be the persou(s) whose is@snbscribed to the within instrument mad acknowledged to ~ne that he/she/@name(s) executed the same ha his/ber/~ authorized capacity(ies), and that by bis/her/@signatnre(s) on the instrament the person(s) or the entity npon behalf of which the person(s) acted, execnted the insh:ument. [ certit) under PENALTY OF PERJURY under the laws of the State of Califi~rnia that the tbregoing is true and correct. WITNESS my hand and official seal. (SignamrO STATE OF CALIFORNIA COUNTY OF On be~bre me .........................(insert the name and title of the oJficer), personally appeared (insert name ofsig.eT’), who proved to me on the basis of satisfacto~2¢ 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/heft their signature(s) on the instrament the person(s) or the entity upon behalf of which the person(s) acted, executed ttae instrument. I certify under PENALTY OF PEILIURY under the laws of the State of Calitbmia that the foregoh~g is true and correct. ~VI3NESS nay hand and official seal. (Seal) (Signatm’e) Calt IFA Sub. City RDA of Palm Springs Palos Verdes Villas - 93-006-S 02/10/2010, MJV/ja f-#a 90945vl -6- ACKNOWLEDGEMENTS STATE OF CALIFORNIA COUNTY thenameandt~tteoftheoffioer),personallyappeared ~--~ ~-~4~-#~ ~k’~..,~-~ (mxert nar~ vf~g~e~), who proved to me on the basis of satisfactory evide}~c~ tS°~-~e pe~on(s) whose name(s) is/m’e subscribed to the within instrmnent and acknowledged to me that he/she/they executed the same fit his/her/their authorized capacity(ies), and that by hidher/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the inst~nent I certify under PENALTY OF PERJURY trader the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal. STATE OF CALIFORNIA COUNTY OF On before me,_(~xert the name and t~tle of the o2ficer), personally appeared (m~ert name ofsZg~zer), who proved to me on the basis of satisfacto~7 evidence to be the person(s) whose name(s) is/are subscribed to the within instrmnent and acknoMedged 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 instrmnent I ccn’tify under PENALTY OF PERJURY trader the laws of the State of California that the foregoing is true and correct WITNESS my hand and offidal seal. (Seal) (Signature) C aE-~ A Sub. City RDA of Palm Springs Palos Ver des Villas - 93-006-S 02/10/2010. MIV/ja[-#1909&Svl -6- ACKNOWLEDGEMENTS STATE OF CALIFORNIA COUNTY:OF .~ ~e~o the name and t~tle of the officer), perso~lly appem’ed f~, ~#~’a,-e~ I~ ~a" v ~%~ ~(i,,sert name ofs~gneO, who proved to me on the basis of satisfactory evidence to be ~e p~rs~n~ whose name~) i~ subscribed to the within instrument mid ac~owledged to me that he/~ executed the same hi his/i~ au~ofized capaciOUs), and that by ~sfl~r si~mnu’e~ on the ~st~ent the person~) or the enfi~ upon behalf ofw~ch the person(~acted executed the ~stmment. I ceztLfy lmder PENALTY OF PERJURY under the laws of the State of Calitbrnia tlmt the foregoing is true and con’eet. WITNESS my hand and official seal. ~ 3~-~..~,(Seal) (SignantrO ~" s. SHEPHERD I NOTARY PUBLIG-CALIFOI~I~8 ~My Comm, F.,~, Fel~’ua~y 4, 20121 ;. STATE OF CALIFORNIA COUNTY OF On before me,(insert the name and t~tle of the officer), personally appem’ed (#inert name ofsigne~), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within mstrtmaem and acknowledged to me that he/she/they executed the same in his/her/theh" authorized capackty(ies), and that by his/her/their sitmature(s) on the inslrument the person(s) or the entity upon behalf of which the person(s) acted, executed the hlstrument. I certify tmder PENALTY OF PERJURY zmder the laws of the State of California that the foregoing is line and correct. WITNESS my hand and official seal. (S*aO (Signature) CaR-IFA Sub. City RDA of Palm Springs Palos Verdes Villas - 93-006-5 02/10/2010. MIV/jaf-#190945vl -6- Exhibit "A" Legal Description Real property in the City of Palm Springs, County of Riverside, State of California, described as follows: PARCEL 2, OF PARCEL MAP NO. 27312 ON FILE IN BOOK 175 PAGES 98 THROUGH 100, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPT THE RIGHT TO ANY DEPOSITS OF OIL, 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 SUBSTANCES AS RESERVED IN THE DEED FROM SECURITY FIRST NATIONAL BANK OF LOS ANGELES, RECORDED JUNE 23, 1936 IN BOOK 283 PAGE 302 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 507-030-015-1 and 507-030-016-2