First Amendment to Ground Lease (Finamore Place)
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FIRST AMENDMENT TO GROUND LEASE
(MANCHESTER ORANGEWOOD)
This FIRST AMENDMENT TO GROUND LEASE ( MANCHESTER
ORANGEWOOD) (“First Amendment to Ground Lease ”) is made and entered into as of December [__], 2023, by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic (“Landlord” or “Authority”) and MANCHESTER HOUSING PARTNERS LP, a California limited partnership (“Tenant” or “Developer”).
RECITALS
A. Landlord and Tenant entered into that certain unrecorded Ground Lease (Manchester Orangewood) dated as of March 1, 2020. A copy of the Ground Lease is on file with the Authority as a public record. The City of Anaheim, a municipal corporation and charter city (“City”), is a third party beneficiary under the Ground Lease.
B. The Ground Lease was entered into pursuant to that certain unrecorded Affordable Housing Agreement (Manchester Orangewood) by and between the Authority and Developer dated as of March 1, 2020 (“Original Agreement” or as defined therein “AHA”).
C. A Memorandum of Ground Lease (Manchester Orangewood) (“Memorandum”) dated as of March 1, 2020 was entered into between the Landlord and Tenant and was recorded in the Official Records, County of Orange, State of California (“Official Records”) on March 19, 2020 as Instrument No. 2020-000125688.
D. Landlord and Tenant 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.
E. The Ground Lease together with the Implementation Agreement are referred to herein as the “Original Ground Lease”.
F. The Original Agreement relates to the construction, completion, operation , management, and maintenance of a 102-unit affordable housing project now called Finamore Place (“Project”).
G. 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 the Authority to Developer (“Original Authority Other Funds Note”), and (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 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.
First Amendment to Ground Lease (Finamore Place)
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H. Concurrent herewith, Authority and Developer will enter into that certain First Amendment to Affordable Housing Agreement (Manchester Orangewood) dated as of December [__], 2023 (“First Amendment to Agreement”) that amends the Original Agreement and certain instruments affecting the Authority Other Funds Loan as described herein and therein.
I. Capitalized terms used in this First Amendment to Ground Lease are as defined in the Original Agreement and Original Ground Lease unless otherwise defined or referenced herein.
J. 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 people experiencing homelessness, and operates a grant program to facilitate and accelerate the creation of affordable and permanent supportive housing units, including in Anaheim.
K. 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 that certain First Modification of Deed of Trust and Assignment of Rents (Authority Other Funds Deed of Trust) (“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.
L. 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 residents at the Finamore Place Project will be served with this additional funding.
M. 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 K ., the Authority will loan to Developer an additional Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) on the terms and conditions set forth therein, which amount is a two-tiered tranche comprised of: (1) One Million Five 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”).
First Amendment to Ground Lease (Finamore Place)
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N. 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”).
O. 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, CA 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”).
P. Landlord and Tenant desire to amend the Original Ground Lease as more fully set forth in this First Amendment to Ground Lease.
Q. Except to the extent expressly modified by the provisions of (i) this First Amendment to Ground Lease, (ii) the First Amendment to Agreement, and each and all related amendments and modification instruments of even date herewith affecting the Authority Other Funds Loan, all other provisions of the Original Ground Lease, including as modified by the Implementation Agreement, shall remain in full force and effect without modification.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
AGREEMENT
Section 1. Recitals. The foregoing recitals are a substantive part of this First Amendment to Ground Lease.
Section 2. Modification of Authority Other Funds Loan . Upon delivery to Authority (or to First American NCS 810632C-SA1) of the First Amendment to Authority Other Funds Note and First Modification of Deed of Trust as executed by Developer, the amount deemed owing and outstanding by Developer to Authority under the Original Agreement, as amended, the Authority Other Funds Loan shall be Five Million Nine Hundred Fifty-One Thousand Three Hundred Eighty-Eight Dollars ($5,951,388.00) (“Amended Authority Other Funds Note Amount”).
Section 3. Memorandum of First Amendment to Ground Lease. Tenant and Landlord shall execute a short form memorandum of this First Amendment to Ground Lease in substantially the form attached hereto as Exhibit A (“Memorandum”); such Memorandum shall be recorded against the Site in the Official Records.
Section 4. Effective Date . This First Amendment to Ground Lease shall be effective commencing on the date this instrument is duly executed by both parties hereto.
Section 5. Counterparts. This First Amendment to Ground Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all or which, when taken together, shall constitute one and the same instrument.
First Amendment to Ground Lease (Finamore Place)
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Section 6. Governing Law. This First Amendment to Ground Lease shall be governed by, and construed in accordance with, the laws of the State of California.
Section 7. No Other Changes. Except as expressly provided to the contrary in this First Amendment to Ground Lease , the terms of the Original Ground Lease and all other documents executed pursuant to the Original Ground Lease , shall remain in full force and effect as written.
This First Amendment to Ground Lease shall be construed consistently with the terms of the Original Ground Lease excepting only to the extent of express conflict between the First Amendment to Ground Lease and the Original Ground Lease ; in the event of conflict, the terms of the First Amendment to Ground Lease shall control.
Section 8. IN WITNESS WHEREOF , the undersigned have entered into this First Amendment to Ground Lease as of the date first above written.
DEVELOPER AND TENANT:
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
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First Amendment to Ground Lease (Finamore Place)
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AUTHORITY AND LANDLORD:
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
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Ryan O. Hodge, Deputy City Attorney
or Authorized Designee
STRADLING YOCCA CARLSON & RAUTH
Housing Authority Special Counsel
Exhibit A
Form of Memorandum of First Amendment to Ground Lease
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Exhibit A
Memorandum of First Amendment to Ground Lease
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Anaheim Housing Authority
201 South Anaheim Boulevard, 10th Floor
Anaheim, California 92805
Attention: Executive Director
This document is exempt from the payment of a
recording fee pursuant to Government Code § 27383.
MEMORANDUM OF FIRST AMENDMENT TO GROUND LEASE
(MANCHESTER ORANGEWOOD)
This MEMORANDUM OF FIRST AMENDMENT TO GROUND LEASE (Manchester Orangewood) (“Memorandum”) is dated as of December [__], 2023 by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic (“ Landlord” or “Authority”), and MANCHESTER HOUSING PARTNERS, LP , a California limited partnership (“Tenant” or “Developer”).
RECITALS
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 and management 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 by which Landlord leased to Tenant, and Tenant hired from Landlord, certain real property as more fully described on Exhibit A attached hereto and incorporated by this reference (“Property”). 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. Landlord and Tenant entered into that certain First Amendment to Ground Lease (Manchester Orangewood) (“First Amendment to Ground Lease”) dated as of December [__], 2023, to amend the Original Ground Lease, all as more fully set forth therein.
Exhibit A
Form of Memorandum of First Amendment to Ground Lease
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D. Copies of the First Amendment to Ground Lease and Original Ground Lease, including the Implementation Agreement, are available for public inspection at the Authority’s office at 201 South Anaheim Boulevard, 10th Floor, Anaheim, California.
E. The First Amendment to Ground Lease provides that a short form M emorandum of the First Amendment to Ground Lease shall be executed and recorded in the Official Records of Orange County, State of California.
F. Capitalized terms used in this Memorandum of First Amendment to Ground Lease are as defined in the Original Ground Lease unless otherwise defined herein.
NOW, THEREFORE, the Landlord and Tenant agree and certify as follows:
1. Pursuant to the Original Ground Lease, as amended by the First Amendment to Ground Lease , and as defined and described herein and therein, the Authority has caused the amendment of the Authority Other Funds Loan. This Memorandum is not a complete summary of the Original Ground Lease or the First Amendment to Ground Lease and shall not be used to interpret the provisions of the Original Ground Lease or the First Amendment to Ground Lease , or other agreements, amendments and modifications referenced therein.
TENANT:
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
[Signatures continue on following page.]
Exhibit A
Form of Memorandum of First Amendment to Ground Lease
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[Signatures continue from previous page.]
LANDLORD:
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
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Ryan O. Hodge, Deputy City Attorney
or Authorized Designee
STRADLING YOCCA CARLSON & RAUTH
Housing Authority Special Counsel
Exhibit A to Form of Memorandum
Legal Description
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EXHIBIT A
to Form of Memorandum of First Amendment to Ground Lease Legal Description
The Land referred to herein below is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT NO. LLA-0000786, AS EVIDENCED BY DOCUMENT RECORDED SEPTEMBER 06, 2019 AS INSTRUMENT NO. 2019000338189 OF 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 OF MAPS, PAGES 25 AND 26.
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.
Common Address and Assessor Parcel No.:
915 East Orangewood Avenue, Anaheim, California and APN 083-292-05