First Modification of Deed of Trust
and Assignment of Rents (Authority Other Funds Deed of Trust)
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Anaheim Housing Authority
201 South Anaheim Boulevard, Suite 1003
Anaheim, California 92805
Attention: Executive Director
[Space above for recorder.]
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27283.
FIRST MODIFICATION OF DEED OF TRUST AND ASSIGNMENT OF RENTS (Authority Other Funds Deed of Trust)
This FIRST MODIFICATION OF DEED OF TRUST AND ASSIGNMENT OF RENTS (Authority Other Funds Deed of Trust) (“First Modification of Deed of Trust” ), dated as of December [__], 2023, is executed by MANCHESTER HOUSING PARTNERS LP, a California limited partnership, as trustor (“Trustor” or “Developer”), whose address is 17701 Cowan Avenue, Suite 2000, Irvine, California 92614, in favor of FIRST AMERICAN TITLE COMPANY, as trustee (“Trustee”), for the benefit of the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic , as beneficiary (“Beneficiary” or “Authority” ), whose address is 201 South Anaheim Boulevard, Suite 1003, Anaheim, California 92805, Attention: Executive Director.
A. Authority and Developer entered into that certain Affordable Housing Agreement (Manchester Orangewood) dated as of March 1, 2020 (“Original Agreement”) that relates to the construction, completion, operation, management and maintenance of a 102- unit affordable housing project now called Finamore Place (“Project”).
B. Pursuant to the Original Agreement, Authority, as Landlord, and Developer, as Tenant, entered into that certain unrecorded Ground Lease (Manchester Orangewood) dated as of March 1, 2020 for which a Memorandum of Ground Lease (Manchester Orangewood) was recorded in the Official Records, County of Orange, State of California (“Official Records”) on March 19, 2020 as Instrument No. 2020-000125688. The parties also entered into that certain Ground Lease Implementation Agreement (Commercial Component) (“Implementation Agreement”) dated as of May 18, 2023 relating to the implementation, terms and conditions of the Sublessees in occupancy of certain commercial space, onsite parking, and the ingress/egress and circulation within the Project. The Ground Lease (Manchester Orangewood) together with the Implementation Agreement are referred to herein as the “Original Ground Lease”.
C. In implementation of the Original Agreement, Authority and Developer also entered into a series of documents and instruments, also each dated as of March 1, 2020, including without limitation that certain (i) Regulatory Agreement (“Regulatory Agreement”) recorded in the Official Records by Instrument No. 2020-000125690, (ii) Authority Other Funds Note, Promissory Note Secured by Deed of Trust, a promissory note evidencing the Authority Other Funds Loan issued by Authority to Developer (“Original Authority Other Funds Note”), (iii) Authority Other Funds Deed of Trust and Assignment of Rents as recorded in the Official Records as Instrument No. 2020-000125695 that secures the Original Authority Other Funds Note (“Original Authority Other First Modification of Deed of Trust
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Funds Deed of Trust”), and (iv) other instruments related to implementation of the Original Agreement that are referred to therein as part of the Project Documents.
D. The lien or charge of the Original Authority Other Funds Deed of Trust was subordinated to the lien or charge of the deed of trust securing the Developer’s construction loan in an original principal amount of $32,312,214.00 by Instrument No. 2020-000125692 recorded on March 19, 2020 in the Official Records.
E. Capitalized terms used in this First Modification of Deed of Trust are as defined in the Original Agreement and Original Ground Lease unless otherwise defined herein.
F. CalOptima Health, a California public agency (“CalOptima”), was founded by the community as a County Organized Health System that offers health insurance programs for low - income children, adults, seniors and people with disabilities. CalOptima has an ongoing commitment to Orange County's vulnerable population of peopl e experiencing homelessness, and operates a grant program to facilitate and accelerate the creation of affordable and permanent supportive housing units, including in Anaheim.
G. In August 2023, the City of Anaheim, a California municipal corporation and charter city, through its Housing and Community Development Department (“City”), prepared and submitted an application to CalOptima seeking an award of capital grant funds for the Project under the Department of Health Care Services’ Housing and Homelessness Incentive Program (“HHIP”).
CalOptima awarded the City One Million Five Hundred Thousand Dollars ($1,500,000) (“CalOptima Funding”) The City authorized transfer to the Authority of the CalOptima Funding pursuant to that certain Cooperation Agreement (CalOptima Funding) as an additional source of funding for the Project. The CalOptima Funding will be loaned by the Authority to Developer and added to the principal due under the Original Authority Other Funds Note, as amended by (i) that certain First Amendment to Affordable Housing Agreement (Manchester Orangewood) (“First Amendment to Agreement”), (ii) as evidenced by that certain First Amendment to Authority Other Funds Note Promissory Note Secured by Deed of Trust (“First Amendment to Authority Other Funds Note”), and (iii) as secured by this First Modification of Deed of Trust, the form of which amendments were considered and approved by the Authority at an open public meeting on December 5, 2023.
H. The CalOptima Funding awarded to the City, transferred to the Authority, and then loaned to the Developer shall be expended for the benefit of the residents of the Project and tied to participation in the HHIP, which allows the CalOptima Funding to fund affordable and permanent supportive housing. HHIP aims to prevent and address housing insecurity for Medi -Cal members by ensuring those experiencing homelessness have a clear path into housing and can access the services needed to remain housed; and many res idents at the Finamore Place Project will be served with this additional funding.
I. Due to increased costs incurred in the construction, completion, and ongoing operation of the Finamore Place Project, Developer requested additional funding from the Authority, and by the instruments described above in Recital G ., including this First Modification of Deed of Trust, the Authority agrees to loan to Developer an additional Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) on the terms and conditions set forth therein and herein, as executed and delivered of even date herewith, whic h amount is a two -tiered tranche comprised of: (1) One Million Five First Modification of Deed of Trust
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Hundred Thousand Dollars ($1,500,000.00) sourced from the CalOptima Funding, and (2) One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) sourced from the Authority’s Low to Moderate Income Housing Asset Fund (“LMIHAF”, and herein the $1.25M is referred to as the “LMIHAF Funding”).
J. The amended, cumulative principal amount of the Authority Other Funds Loan is Five Million Nine Hundred Fifty-One Thousand Three Hundred Eighty- Eight Dollars ( $5,951,388) (“Amended Authority Other Funds Note Amount”).
K. In connection with this matter and related matters affecting funding to the Project, Developer has opened escrow and title accounts with First American Title Insurance Company, National Commercial Services (“First American”), at the issuing office located at 18500 Von Karman Ave, Suite 600, Irvine, California 92612, Order No. NCS 810632C -SA1, Reference No.
NWC Manchester and Orangewood in Anaheim, Escrow Officer Ryan Hahn, Title Officer Jeffery Paschal (“First American NCS 810632C-SA1”).
NOW THEREFORE, for good and valuable consideration by this First Modification of Deed of Trust, Trustor agrees for the benefit of Beneficiary as follows:
Section 1. Recitals. The above recitals are a substantive part of this First Modification of Deed of Trust.
Section 2. Modification and Security of Authority Other Funds Loan. The Original Authority Other Funds Note in the original principal amount of Three Million Two Hundred One Thousand Three Hundred Eighty-Eight Dollars ($3,201,388.00) executed by Trustor in favor of the Beneficiary has been amended by the unrecorded First Amendment to Agreement and First Amendment to Authority Other Funds Note, and as amended, the cumulative principal amount of the Original Authority Other Funds Note has been increased by the amount of the CalOptima Funding of $1,500,000 plus the LMIHAF Funding of $1,250,000 for a total Amended Authority Other Funds Note Amount of Five Million Nine Hundred Fifty-One Thousand Three Hundred Eighty-Eight Dollars ($5,951,388.00), which is the cumulative principal amount of the indebtedness of Trustor, as Maker, to the Authority as Beneficiary and holder.
Section 3. Amended Authority Other Funds Note. Each of the Original Authority Other Funds Note and the First Amendment to Authority Other Funds Note (as amended, together, “Amended Authority Other Funds Note”) shall be maintained on file by Beneficiary as a public record.
Section 4. First Modification of Deed of Trust Authority Other Funds Loan . The Original Authority Other Funds Note is secured by the Original Authority Other Funds Deed of Trust. This First Modification of Deed of Trust hereby amends such Original Authority Other Funds Deed of Trust to reflect and secure the increased and cumulatively higher Amended Authority Other Funds Note Amount.
Section 5. Effective Date . This First Modification of Deed of Trust shall be effective commencing on the date this instrument is executed by Developer.
First Modification of Deed of Trust
and Assignment of Rents (Authority Other Funds Deed of Trust)
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Section 6. Governing Law. This First Modification of Deed of Trust shall be governed by, and construed in accordance with, the laws of the State of California.
Section 7. Recording of First Modification of Deed of Trust. This First Modification of Deed of Trust shall be recorded in the Official Records, and together with the Original Authority Other Funds Deed of Trust touches and concerns that certain real property described in the Original Agreement as the Site (and in the Original Ground Lease as the Property), which is legally described in Exhibit A attached hereto and fully incorporated by this reference.
Section 8. No Other Changes . Excepting for the amended amount of indebtedness as referenced above, all provisions of the Original Authority Other Funds Deed of Trust as set forth therein, shall remain in full force and effect.
IN WITNESS WHEREOF, Trustor has duly executed this First Modification of Deed of Trust and Assignment of Rents (Authority Other Funds Deed of Trust and is dated for reference purposes as of December [__], 2023.
“TRUSTOR”
MANCHESTER HOUSING PARTNERS LP,
a California limited partnership
By: JHC-Manchester LLC
a California limited liability company,
its managing general partner
By: Jamboree Housing Corporation
a California nonprofit public benefit
corporation, its sole member and manager
By:
Michael Massie
Chief Development Officer
Exhibit A – Legal Description
First Modification of Deed of Trust
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EXHIBIT A
LEGAL DESCRIPTION
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT CERTAIN LEASEHOLD ESTATE CREATED TO THAT CERTAIN UNRECORDED GROUND LEASE DATED AS OF MARCH 1, 2020 BY AND BETWEEN THE BENEFICIARY AS “LANDLORD” AND TRUSTOR AS “TENANT” IN:
PARCEL 1 OF LOT LINE ADJUSTMENT NO. LLA-0000786 RECORDED SEPTEMBER 6, 2019 AS INSTRUMENT NO. 2019000338189 OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THAT CERTAIN PARCEL MAP NO. 2009 -115 FILED IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA ON DECEMBER 23, 2009 IN BOOK 368, PAGES 25 AND 26 OF MAPS.
TOGETHER WITH THAT PORTION OF MANCHESTER AVENUE, VACATED BY RESOLUTION NO. 2009 -127 AS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN ABANDONMENT NO. ABA 2005 -00111 RECORDED JULY 31, 2009 AS INSTRUMENT NO. 2009000413221 OFFICIAL RECORDS OF ORANGE COUNTY, LYING NORTHERLY OF SAID PARCEL 1 OF PARCEL MAP NO. 2009-115.
Assessor’s Parcel Numbers: 083-292-03, 083-292-04, 137-441-31
CERTIFICATE OF ACCEPTANCE
First Modification of Deed of Trust
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CERTIFICATE OF ACCEPTANCE
First Modification of Deed of Trust and Assignment of Rents (Authority Other Funds Deed of Trust)
This is to certify that the interest in real property conveyed by the foregoing First Modification of Deed of Trust and Assignment of Rents (Authority Other Funds Deed of Trust) dated as of December [__], 2023 from MANCHESTER HOUSING PARTNERS LP , a California limited partnership, to the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic (“Authority”), is hereby accepted by the undersigned officer on behalf of Authority pursuant to authority conferred by the Authority Board on December 5, 2023, and Authority, as beneficiary, consents to recordation thereof by its duly authorized officer.
Dated : December [__], 2023 AUTHORITY:
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
By:
Grace Ruiz-Stepter, Executive Director
or Authorized Designee
ATTEST:
THERESA BASS
AUTHORITY SECRETARY
Authority Secretary
or Authorized Designee
Jurat
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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 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