Stradling Yocca Carlson & Rauth
Draft dated September 22, 2022
NG-U9ZQVMF2/4843-5672-6641v3/022620-0029
Recording Requested By and
When Recorded Mail To:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attn: Bradley R. Neal, Esq.
[Space above for recorder.]
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383.
FIRST AMENDMENT TO REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
By and Between
ANAHEIM HOUSING AUTHORITY,
And
LA PALMA HOUSING PARTNERS, LP,
a California limited partnership
____________________
Dated as of October 1, 2022
____________________
Relating to
$12,200,000
ANAHEIM HOUSING AUTHORITY
MULTIFAMILY HOUSING REVENUE BONDS
(JAMBOREE ANAHEIM PSH APARTMENTS)
2020 SERIES A
And
$__________
ANAHEIM HOUSING AUTHORITY
MULTIFAMILY HOUSING REVENUE BONDS
(JAMBOREE ANAHEIM PSH APARTMENTS)
2022 SERIES A
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FIRST AMENDMENT TO REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
THIS FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the “ First Amendme nt”) is made and entered into as of October 1, 2022, by and among the Anaheim Housing Authority, a public body corporate and politic is duly organized and existing under the Constitution and the laws of the State of California (together with any successor to its rights, duties and obligations, the “Issuer”) and La Palma Housing Partners, LP, a California limited partnership (the “Borrower”), with reference to the following facts:
A. The parties hereto have entered into and caused there to be recorded in the Official Records (the “Official Records”) of the County of Orange that certain Regulatory Agr eement and Declaration of Restrictive Covenants, dated as of April 1, 2020 , recorded on April 30 , 2020, as Document No. 2020000196425 (the “Original Regulatory Ag reement”) against that certain real property described in Exhibit A attached hereto (the “Property”) . Initially capitalized terms which are used in this First Amendment without definitions shall have the same meanings as ha ve been given to such terms in the Original Regulatory Agreement.
B. The Issuer is issuing an additio nal series of bonds, its Anaheim Housing Authority Multifamily Housing Revenue Bonds (Jamboree Anaheim PSH Apartments) 2022 Series A , in the aggregate principal amount of $ ____________ (the “20 22 Bonds”) pursuant to that certain Trust Indenture, by and between the Issuer and Wilmington Trust, Nati onal Association, as trustee (the “Trustee”), dated as of April 1, 2020 (the “Original Indenture”), as supplemented and amended by that certain First Supplemental Indenture, by and between the Issuer and Trustee, dated as of October 1, 2022 (the “First Supp lemental Indenture, ” and, together with the Original Indenture, the “Indenture”), to provide additional fi nancing for the acquisition, rehabilitation and equipping of the Property.
C. In connection with the foregoing, t he parties hereto agree to amend the Original Regulatory Agreement as follows:
Section 1. Definitions. The following terms shall have the respective meanings assigned to them, a nd if such terms were defined in the Original Regulato ry Agreement, their respective meanings shall be amended and restated in their entirety as follows:
“Bonds” – Collectively, the 2020 Bonds and the 2022 Bonds. “CDLAC Resolution” – Resolution No. 19-128 adopted by CDLAC on October 16, 2019, as supplemented by Resolution No 22-181, adopted by CDLAC on July 20, 2022, as amended or supplemented.
“Indenture” – The Trust Indenture, by and between the Issuer and the Trustee, dated as of April 1, 2020 , as supple mented and amended by th at certain First Supplemental I ndenture, by and between the Issuer and Trustee, dated as of October 1, 2022, as it may be amended from time to time. “Issuer Fee” – The administrative fee of the Issuer payable on the Closing Date an d on each April 1 thereafter, commencing April 1, 2021, in an amount equal to $15,250; provided that, on the
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date of issuance of the 2022 Bonds there shall be an up front Issuer Fee of $3,400, and, commencing April 1, 2023 and thereafter, the Issuer Fee shall be $16,950. “Loan Agreement ” – The Loan Agreement between the Issuer and Borrower, d ated as of April 1, 2020, as supplemented by a First Supplement to Loan Agreement, between the Issuer and the Borrower, dated as of October 1, 2022, as it may be amended from time to time. “2020 Bonds ” - The Anaheim Housing Authority Multifamily Housing Re venue Bonds (Jamboree Anaheim PSH Apartments) 202 0 Series A issued in the original aggregate face amount (maximum principal amount) of up to $12,200,000.
“2022 Bonds ” - The Anaheim Housing Authority Multifamily Housing Revenue Bonds (Jamboree Anaheim PSH A partments) 2022 Series A issued in the original aggregate face amount (maximum principal amount) of up to $___________.
Section 2. The second paragraph of Section 22 of the Origi nal Regulatory Agreement shall be amended and restated in its entirety as follows:
“On the Closing Date, the Issuer shall be paid a one -time fee equal to $15,250 plus the initial ongoing Issuer Fee of $15,250 . Thereafter, the Borrow er shall pay or shall cause the Trustee to pay to the Issuer the Issuer Fee on April 1 of each year throughout the term of the Regulatory Agreement, commencing April 1, 2021, in an amount equal to $15,250; provided that, on the date of issuance of the 2022 Bonds there shall be an up front Issuer Fee of $3,400, and, commencing April 1, 2023 and thereafter, the Issuer Fee shall be $16,950.”
Section 3. This Regul atory Agreement shall be govern ed by the laws of the State of California.
Section 4. If any provision of t his Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby.
Section 5. This Regulatory Agreemen t may be executed in m ultiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original.
Section 6. This First Amend ment shall be e ffective on the date of its recordation in the Official Records.
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IN WITNESS WHEREOF, the Issuer and the Borrower have executed this Regulatory Agreement by duly authorized representatives, all as of the date first written hereinabove.
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
By:
Grace Stepter, Executive Director
or Authorized Designee
ATTEST:
THERESA BASS, AUTHORITY SECRETARY
Theresa Bass
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY,
CITY OF ANAHEIM
Leonie Mulvihill, Esq.
Deputy City Attorney
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Authority Special Counsel
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BORROWER:
LA PALMA HOUSING PARTNERS, LP,
a California limited partnership
By: JHC-La Palma, LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation, Inc.,
a California nonprofit public benefit
corporation, its sole member and manager
By:
Michael Massie
Chief Development Officer
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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, ___________ _________________________, Notary Public,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is /are subscribed to the within instrument and acknowledged to me tha t 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
NG-U9ZQVMF2/4843-5672-6641v3/022620-0029
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, _____ _______________________________, Notary Public,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the pers on(s) whose names(s) is /are subscribed to the within instrumen t 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
NG-U9ZQVMF2/4843-5672-6641v3/022620-0029
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 , ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be t he person(s) whose names(s) is /are subscribed to the within in strument and acknowled ged 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
NG-U9ZQVMF2/4843-5672-6641v3/022620-0029
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, _________ ___________________________, Notary Public,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evide nce to be the person(s) whose names(s) is /are subscribed to the within instrument an d 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), o r 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
(Seal)
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EXHIBIT A
LEGAL DESCRIPTION