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MAY 20, 2025
ROLL CALL
-
3:00 PM
-
Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda.
The Agenda for the Tuesday, May 20, 2025 joint public meeting of the City Council and Housing Authority was posted on May 16, 2025 on the Bulletin Board outside City Hall.
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CC HA
A
JOINT PUBLIC MEETING
of the City Council and Housing Authority is hereby called to meet at
3:00 PM
on
Tuesday, May 20, 2025
, in the Council Chamber, 613 E. Broadway,
2nd Floor, Glendale, CA 91206 to consider the following item(s) of business, to wit;
1. Community Development, re:
Approval to Appropriate Affordable Housing Funds in
Support of Metro Loma Apartments, an Affordable Housing Project Located at 328 Mira Loma Avenue, Currently in Default and Under Threat of First Mortgage Foreclosure
1. Housing Authority Motion Authorizing Purchase of First Deed Trust Loan, Held by CCRC;
2. City Council Resolution of Appropriation in the Amount of $1,373,891; and
3. City Council Motion Authorizing Release of Funds
ADJOURNMENT
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CC HA
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CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND
GLENDALE HOUSING AUTHORITY
AGENDA ITEM
Report: Approval to Appropriate Affordable Housing Funds in Support of Metro Loma Apartments, an Affordable Housing Project Located at 328 Mira Loma Avenue, Currently in Default and Under Threat of First Mortgage Foreclosure.
1. Housing Authority Motion Authorizing Purchase of First Deed Trust Loan, Held by CCRC;
2. City Council Resolution of Appropriation in the Amount of $1,373,891; and
3. City Council Motion Authorizing Release of Funds.
COUNCIL ACTION
Item Type: Action Item
Approved for May 20, 2025 calendar
EXECUTIVE SUMMARY
Metro Loma Apartments (Metro Loma) is an affordable, rental housing, tax credit project that has been in service since 2009. The Glendale Housing Authority (GHA) owns the land and leases the Property to Metro Loma, LP.
There are four loans on the property. The first mortgage is held by California Community Reinvestment Corporation (CCRC), the GHA holds two residual receipts loans currently in second lien position, and the Los Angeles County Development Authority (LACDA) holds a residual receipts loan in third position.
On December 11, 2024, CCRC notified stakeholders that Metro Loma, LP had initiated a strategic default and ceased first mortgage payments effective November 2024. Metro Loma LP, along with its sponsor Wentwood ORC Funds LLC and its affiliated property manager Westlake Housing LP, announced their intent to sell or abandon all California holdings and exit the state.
On March 4, 2024, the City Council and the GHA approved a Resolution of Appropriation for $376,000 to make current the past-due mortgage payments due to CCRC, cover the next five months of mortgage payments, and fund urgent repairs. In return, CCRC verbally committed to delay foreclosure proceedings while GHA and LACDA staff develop a plan to preserve the affordability of Metro Loma and ensure its long-term financial feasibility. 3 of 43
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GHA and LACDA staff engaged CCRC on negotiations of a pre-foreclosure cooperation agreement, but that agreement was not executed before CCRC made the decision to proceed with initiating the foreclosure process. As a result, Glendale staff did not draw down any of the approved $376,000 intended to make CCRC’s loan current.
GHA and LACDA staff continued to work together to develop a plan for the long-term financial feasibility of Metro Loma. This includes purchasing the first trust deed loan held by CCRC, funding capital needs and reserves, as well as increasing rents which have not been subject to rent increases since 2020.
Staff is currently engaged with two developers who may assume the role of developer/lessee and manage the project. It is anticipated that the current property manager will cease management responsibilities June 30, 2025 and the current borrower/lessee has agreed to remain in place until August 15, 2025.
RECOMMENDATION
That the City Council adopt a Resolution of Appropriation in the amount of $1,373,891 from the City’s Affordable Housing Trust Fund, (total of $1,749,891 for Metro Loma since $376,000 was previously approved and appropriated on March 4th, 2025).
ANALYSIS
Metro Loma is an affordable rental housing, tax credit project located at 328 Mira Loma Avenue. The development consists of 44 units: 1 one-bedroom, 29 two-bedroom, and 13 three-bedroom units, along with one manager’s unit (the Project). Rents are targeted at households earning 30% to 60% of Area Median Income (AMI).
The Project has been in service since 2009. The GHA owns the land and leases the Property to Metro Loma, LP. The GHA holds two residual receipts loans totaling $5,037,355, currently in second lien position. LACDA holds a residual receipts loan in third position totaling $1,472,000. The first mortgage is held by CCRC, with a current loan balance of approximately $1.5 million.
According to recent financial statements, Metro Loma has been operating at a loss in recent years. In 2024, the Project experienced a negative cash flow of $200,000. This is due to management not raising rents during or after the COVID-19 pandemic, combined with rising operating costs—most notably, property insurance, which has nearly tripled over the past five years.
In 2024, Metro Loma LP, along with its sponsor Wentwood ORC Funds LLC and its 4 of 43
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affiliated property manager Westlake Housing LP, announced their intent to sell or abandon all California holdings and exit the state. Given the financial challenges with Metro Loma, no immediate replacement buyer was identified by Metro Loma LP.
Consequently, the partnership opted for a strategic default, potentially triggering foreclosure proceedings by CCRC.
On December 11, 2024, CCRC notified stakeholders, including the GHA and LACDA, that Metro Loma LP, the borrower and lessee, had ceased first mortgage payments effective November 2024.
GHA and LACDA staff engaged CCRC on negotiations of a pre-foreclosure cooperation agreement. This agreement proposed GHA would provide sufficient funds to make the first trust deed loan current, as well as reserve monthly mortgage payments for five additional months. It would also cover the approximate $220,000 in immediate capital needs identified in a property conditions report commissioned by CCRC. It was expected that this agreement would provide sufficient time for GHA and LACDA staff to work out a long term solution for Metro Loma by eventually purchasing the first trust deed loan from CCRC and addressing project costs, as well as increasing revenue (rents) in order for Metro Loma to return to operating as a financially feasible, 100% affordable project for which a new developer would agree to assume ownership and management responsibilities.
On March 4, 2024, the City Council and the GHA approved a Resolution of Appropriation for $376,000 to fund the short-term strategy detailed above, however, the pre-foreclosure cooperation agreement was not executed before CCRC made the decision to proceed with initiating the foreclosure process. As a result, Glendale staff did not draw down any of the approved $376k.
GHA and LACDA staff have negotiated and executed an Option to Purchase Agreement (Exhibit 1) with Metro Loma, LP to purchase their rights as borrower/lessee of Metro Loma for $100. This agreement provides a commitment from Metro Loma, LP along with Westlake Housing LP, to continue to manage Metro Loma through June 30, 2025, and remain in place as lessee until August 15, 2025, to allow GHA and LACDA time to identify a new lessee/borrower.
GHA and LACDA staff are also negotiating a Mortgage Loan Sale Agreement with CCRC (Exhibit 2), allowing GHA to purchase the first trust deed loan from CCRC.
Staff is now proposing a coordinated approach with LACDA to prevent foreclosure and preserve Metro Loma’s affordable housing units. This coordinated approach includes 5 of 43
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increasing rents and reducing operating costs (primarily by removing debt service).
With respect to rents, GHA and LACDA staff prepared multiple scenarios to ensure long term financial feasibility for Metro Loma. Staff recommends implementing a tiered rental increase structure designed to balance fairness and financial sustainability for Metro Loma. For residents who are rent-burdened, a very modest increase will be given to minimize additional strain and ensure continued housing stability. As for tenants whose incomes demonstrate they are not rent burdened, but are not classified as high earners, the rent adjustments will be more robust compared to the rent-burdened tenants.
Meanwhile, for high income tenants, a more aggressive rent increase is proposed in alignment with their greater financial capabilities. These rent increases will help ensure the long-term financial sustainability of Metro Loma, allowing the property to begin operating in the positive cash flow by year three. At the same time, the rent increases are structured to preserve affordability for current tenants, ensuring that living in a quality, affordable housing community remains within reach without placing an undue burden on household budgets.
To avoid foreclosure and to reduce operating costs, staff proposes the GHA purchase the first trust deed loan from CCRC and contribute to reserve accounts, transaction and closing costs. GHA’s total proposed contribution of $1,749,891 includes the previously allocated funds approved March 4, 2025 by the City Council in the amount of $376,000.
GHA’s proposed contribution is also the prorata share of the overall infusion of funds totaling $2,255,014 with GHA contributing 77.6% and LACDA contributing 22.4% based on GHA and LACDA’s current loan amounts to Metro Loma
The chart below details both GHA and LACDA’s proposed financial contribution to Metro Loma.
Total Glendale LACDA
100.00% 77.60% 22.40%
CCRC Loan Purchase $1,527,014 $1,527,014
PNA Reserve $240,000 $240,000
Transition Reserve $100,000 $100,000
Replacement Reserve $110,000 $85,360 $24,640
Operating Reserve - General $27,500 $21,340 $6,160
Operating Reserve - Expected Deficit $160,000 $45,949 $114,051 Transaction Fee $50,000 $38,800 $11,200
Closing Costs & Contingency $40,500 $31,428 $9,072
Total $2,255,014 $1,749,891 $505,123
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GHA’s funds will primarily be used to purchase the CCRC loan and GHA will be the sole owner of the loan. The PNA reserve is meant to address the immediate capital needs identified in the Property Conditions Report commissioned by CCRC and prepared by Partner Engineering and Science, dated January 13, 2025. This includes the estimated $222,000 plus approximately 10% in contingency, proposed to be funded entirely by LACDA.
The Transition Reserve is intended to cover costs or losses during the transition of the ownership and management of Metro Loma. Like the PNA Reserve, the Transition Reserve is also proposed to be funded entirely by LACDA. Metro Loma has a Replacement Reserve balance of approximately $66,000. Staff proposes to increase this amount by $110,000 for a total of approximately $176,000, which is in line with industry standards of $250 per unit for the 17 years the project has been in service.
There are two operating reserves: 1) a general operating reserve to cover normal operating expenses. Metro Loma’s current operating reserve balance is approximately $50,000. Staff proposes to increase this by $27,500 in order to bring the balance up to industry standards of three months of operating expenses, and 2) operating reserve is a new reserve account proposed by staff to cover operating losses for approximately three years when it is anticipated Metro Loma’s cash flow will stabilize and operate without a deficit.
The Transaction Fee of $50,000 is intended to cover costs incurred by the replacement developer/borrower/lessee while the closing costs and contingencies amount of $40,500 is requested to cover any other expenses related to the overall transaction of purchasing the first trust deed note and replacing Metro Loma, LP with a new owner/manager.
The requested funds would come from the City’s Affordable Housing Trust Fund, which is supported by in-lieu fees collected under the City’s Inclusionary Zoning Ordinance (GMC Chapter 30.35). Per GMC Section 30.35.060, this fund must be used exclusively for housing projects that serve extremely low, very low, low, and moderate-income households.
If approved by the City Council, the appropriation would remove CCRC as holder of the first trust deed loan, address the immediate capital needs of Metro Loma, fund capital and operating reserves, and attract a replacement lessee/borrower to own/manage Metro Loma for the long term. Staff anticipates returning to the City Council and Housing Authority in the next three months for approval of a new lessee/borrower, and an Amended and Restated Affordable Housing Agreement, Ground Lease, and related documents.
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STAKEHOLDERS/OUTREACH
Not applicable at this time
FISCAL IMPACT
Approval of this action will cost $1,749,891. Of this amount, $376,000 was previously approved by the City Council on March 4, 2025 to be spent on the project. The additional $1,373,891 was not included in the FY 2024-25 budget. Staff is proposing the use of the Affordable Housing Trust Fund’s fund balance as outlined below. This funding is designated for affordable housing purposes, including the preservation of affordable housing. As this is a local source of funds, there is not mandate for additional restrictions or affordability covenants.
Existing Appropriation
Amount Account String Funding Source
$376,000 43112-2090-CDD-0020-P0000
PL: CDD01336AN
Affordable Housing Trust
Fund
Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$1,373,891 24214-2090-CDD-
0000-P0000
43112-2090-CDD-
0020-P0000
PL: CDD01336AN
Affordable
Housing Trust
Fund
ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action of appropriating funding to purchase the loan and attempt to preserve affordability of the already- existing Project is exempt from further environmental review under the California Environmental Quality Act ("CEQA") pursuant to Title 14 of the California Code of Regulations ("CEQA Guidelines") for all of the following reasons: 1) the activity will not result in a direct or reasonably foreseeable indirect physical change to the environment under CEQA Guidelines Section 15060(c)(2) because the Project is already built, the funding will go to purchasing the loan and routine maintenance/repairs, and any maintenance or repair work will undergo independent CEQA review at the time if/when such repairs are proposed; 2) the activity is not a project under CEQA Guidelines Section 15060(c)(3) and 15378(b)(4) because it constitutes the creation of government funding mechanisms or other governmental fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the 8 of 43
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environment; and 3) the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment, and here, it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment per CEQA Guidelines Section 15061(b)(3).
CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.
ALTERNATIVES TO STAFF RECOMMENDATION
1) The City Council may reject the appropriation of funding and allow the Project to be foreclosed upon by the first mortgage lender, which will very likely result in the loss of all affordability covenants governing the Project.
2) The City Council may consider any other alternative not proposed by staff.
ADMINISTRATIVE ACTION
Submitted by:
Bradley Calvert, Director of Community Development
Prepared by:
Michael Fortney, Deputy Director of Community Development/ Housing Peter Zovak, Assistant Director of Community Development Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
1. Executed Option to Purchase Agreement - (Metro Loma Affordable Housing Project)
2. Draft Mira Loma (Metro Loma) Mortgage Loan Sale Agreement 9 of 43
MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to enter into a Mortgage Loan Sale Agreement by and between the Housing Authority, California Community Reinvestment Corporation (“CCRC”) and Los Angeles County Development Authority, or any such similarly titled agreement meant to effectuate the purchase of the first deed of trust loan held by CCRC with respect to Metro Loma Apartments, an affordable rental housing project located at 328 Mira Loma Avenue (“Agreement”). Further, the Executive Director, or his designee, is hereby authorized to execute any and all documents related to said Agreement, including all exhibits and/or attachments to said Agreement that are necessary to effectuate the intent of the Agreement, to purchase the CCRC loan, as outlined in the Joint Report to Council and Housing Authority dated May 20, 2025 from the Director of Community Development (“Report”) in substantially the same form as the draft of the Agreement attached to the Report as Exhibit 2, subject to any Housing Authority comments or modifications. Said Agreement shall be subject to approval as to form by the City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that following the appropriation of $1,373,891 in Affordable Housing Funds in support of Metro Loma Apartments, an affordable housing project located at 328 Mira Loma Avenue, as outlined in the May 20, 2025, staff report from the Director of Community Development (“Report”), said funds may be released upon terms and conditions acceptable to and approved by the City Manager and City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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EXHIBIT 1
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MORTGAGE LOAN SALE AGREEMENT
THIS MORTGAGE LOAN SALE AGREEMENT (the “Agreement”) is dated as of May __, 2025, by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic of the State of California (“Purchaser”) and LOS ANGELES COUNTY DEVELOPMENT AUTHORITY, a public body, corporate and politic of the State of California, and CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation (“Seller”).
W I T N E S S E T H :
WHEREAS, Seller is the sole owner and holder of the Mortgage Loan, as defined in this Agreement, and wishes to sell such Mortgage Loan;
WHEREAS, Seller is presently pursuing the foreclosure of the collateral securing the Mortgage Loan;
WHEREAS, Purchasers hold subordinate interests in the collateral securing the Mortgage Loan;
WHEREAS, Seller has full right and authority to sell, assign and transfer the Mortgage Loan; and
WHEREAS, Purchasers wish to purchase such Mortgage Loan.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, Seller and Purchasers agree as follows:
ARTICLE I
Definitions
For purposes of this Agreement, the following terms have the meanings indicated:
“Agreement” means this Mortgage Loan Sale Agreement, including all Exhibits and Schedules hereto.
“Allonge” means the Allonge to be delivered to Purchasers within 14 days of the Closing Date in the form attached hereto as Exhibit A.
“Assignment of Deed of Trust” means the Assignment of Deed of Trust for the Property to be delivered to one of the Purchasers within 14 days of the Closing Date in the form attached hereto as Exhibit B.
EXHIBIT 2
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“Assignment of Loan Documents” means the Assignment of Loan Documents in the form attached hereto as Exhibit C.
“Borrower” means the borrower identified on the Mortgage Note. “Business Day” means any day other than a Saturday, Sunday or a legal holiday on which Seller is not open for business.
“Certification and Receipt” means the Certification and Receipt to be delivered to Purchasers within 14 days of the Closing Date in the form attached hereto as Exhibit D. “Claim” means any claim, demand or legal proceeding.
“Closing” means the sale of the Mortgage Loan and the payment of the Mortgage Loan Purchase Price pursuant to Article VI. The parties agree that the Closing Date shall be on or before June 30, 2025.
“Closing Date” means the date Seller is paid the Mortgage Loan Purchase Price in good funds and that no later than June 30, 2025.
“Closing Documents” means all documents that under the terms of this Agreement are required to be delivered by Seller or Purchasers within 14 days of the Closing. “Loan Documents” means the documents listed in Schedule 1. “Mortgage” means the Leasehold Deed of Trust executed by the Borrower for the Loan, described in Exhibit E.
“Mortgage Loan” means the Mortgage Note secured by the Mortgage together with all of Seller’s interest in and to any of the Borrower’s property held by Seller, all collateral and any guarantees obtained in connection with the Mortgage Loan. “Mortgage Note” means the original executed Promissory Note executed by the Borrower, as described in Exhibit F.
“Mortgage File” means Seller’s legal file for the Mortgage Loan, which contains:
(a) originals of each of the documents listed in Schedule 1, including, but not limited to, the original Mortgage Note bearing all intervening endorsements and allonges evidencing Seller’s ownership of the Note;
(b) originals or true and correct copies of all assumption, modification and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage or Mortgage Note has been assumed;
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(c) a copy of the Seller’s title insurance policy issued on the date of the origination of the Mortgage Loan and any endorsements thereto (as applicable); and (d) any other material documentation relating to the Purchased Asset which is in Seller’s possession or reasonable control.
“Mortgage Loan Purchase Price” means U.S. $1,527,014.24, based on a hypothetical closing date of June 30, 2025) less or plus $____ for each day before or after June 30, 2025 that Seller receives unrestricted access to the Mortgage Loan Purchase Price paid in good funds.
Purchasers shall pay the entire Mortgage Loan Purchase Price in cash. “Mortgaged Property” means the Property.
“Property” means the property securing the Mortgage Note located at the address commonly known as 328 Mira Loma Avenue, Glendale, California 91204.
ARTICLE II
Sale and Purchase of the Mortgage Loan
Section 2.1 Agreement to Sell and Purchase Mortgage Loan. Seller agrees to sell, and Purchasers agree to purchase, the Mortgage Loan, without recourse or warranty, (except as expressly set forth herein), for the Mortgage Loan Purchase Price, pursuant to the terms of this Agreement. As Purchasers are fully aware, the Mortgage Loan is in default. Notwithstanding the foregoing, Seller makes no representation regarding any implied waivers, releases or similar defenses regarding the Mortgage Loan nor does Seller make any representations as to assessments or real property taxes. Purchasers agree that, no representations by or on behalf of Seller have been made to Purchasers as to the condition of the Mortgaged Property, any restrictions related to the rehabilitation of the Mortgaged Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental requirements, pertaining to the Mortgaged Property, or the suitability of the Mortgaged Property for any purpose whatsoever. Purchasers represent to Seller that Purchasers have made their own independent investigations of the Mortgaged Property.
Section 2.2 Delivery of the Mortgage File. No later than fourteen (14) days after the sale of the Mortgage Loan to Purchasers, Seller will deliver to one of the Purchasers as jointly designated by the Purchasers the Mortgage File with respect to the Mortgage Loan to be conveyed to Purchasers. Conveyance of the Mortgage File to one of the Purchasers is deemed to occur at the later of (i) delivery of the Mortgage File to one of the Purchasers or (ii) such time as Seller has received payment of the Mortgage Loan Purchase Price in accordance with Article V. From and after such conveyance of the Mortgage File to Purchasers, Seller has no responsibility or risk of loss or damage with respect to such Mortgage File. 25 of 43
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Section 2.3 Conveyance of the Mortgage Loan.
(a) On the Closing Date, Seller sells, transfers, assigns, sets over and conveys to Purchasers, without any recourse, warranty, or representation (except as expressly set forth herein), its right, title and interest in and to the Mortgage Loan. (b) No later than fourteen (14) days after the sale of the Mortgage Loan to Purchasers and the Closing Date, Seller will deliver the original Mortgage Note, accompanied by an original, executed Certification and Receipt, and an original, executed Allonge, and an Assignment of Deed of Trust, in recordable form, to one of the Purchasers.
(c) Purchasers are solely responsible for recording the Assignment of Deed of Trust at Purchasers’ sole cost and expense, including, without limitation, all transfer taxes, recording fees and costs, broker commissions, finders fees, fees for title policy endorsements and continuations and other similar charges. (d) Purchasers shall pay and be solely responsible for all costs and expenses associated with the conveyance of the Mortgage Loan, including, but not limited to, any and all transfer, escrow, title, recording costs and expenses, and any fees associated with its execution, delivery and performance of this Agreement. Seller shall only be responsible for payment of its attorney fees and notary fees.
ARTICLE III
Section 3.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchasers that:
(a) Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loan in accordance with this Agreement.
(b) Seller has not transferred, assigned, or hypothecated the Loan or its interest therein, or in the Loan Documents, or all or any part of its interest in the Loan or the Loan Documents which transfer, assignment or hypothecation has not been released or reconveyed, and there are no presently effective agreements to transfer, assign or hypothecate all or any part of Seller’s interest in the Loan or the Loan Documents.
(c) The Loan Documents listed on Schedule 1 are the only Loan Documents evidencing the Loans, and Seller has not modified or otherwise amended the Loan Documents, except as disclosed on Schedule 1.
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(d) Seller is not a person or entity described by Section 1 of the Executive Order (No. 13224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), or whose name appears on the United States Treasury Department’s Office of Foreign Assets Control most current list of “Specifically Designated National and Blocked Persons”, and does not engage in any dealings or transactions, and is not otherwise associated, with any such persons or entities.
ARTICLE IV
Representations, Warranties and Covenants of Purchasers Purchasers hereby each represent, warrant and agree that:
(a) Purchasers are duly and legally authorized to execute, deliver and perform this Agreement, they have complied with all laws, rules, regulations and charter provisions to which they may be subject, and the undersigned representatives are authorized to act on behalf of Purchasers and to bind Purchasers to the terms of this Agreement;
(b) Purchasers are sophisticated investors. Purchasers are purchasing the Mortgage Loan for their own account in respect of a commercial transaction made in the ordinary course of business and not with a view to or in connection with any subdivision, resale, or distribution thereof. Purchasers are engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein), can bear the economic risk related to the purchase of the Mortgage Loan, and have had access to all information deemed necessary by them in making their decisions whether or not to purchase the Mortgage Loan; (c) Purchasers’ offer to purchase the Mortgage Loan and their decisions to purchase the Mortgage Loan are based upon their independent evaluation of the Mortgage Loan, the documents evidencing the Mortgage Loan, the Mortgaged Property, the Pending Bankruptcy, the risks and discussion with its counsel. In entering into this Agreement, Purchasers have not relied upon any oral or written information provided by Seller, other than the representations and covenants of Seller set forth herein. Purchasers acknowledge that no employee or representative of Seller has been authorized to make, and that Purchasers have not relied upon, any statements or representations other than those specifically contained in this Agreement;
(d) Purchasers agree that they will not institute any legal action in the name of Seller nor will Purchasers intentionally or unintentionally, through misrepresentation or nondisclosure, mislead any person as to, or conceal from any person, the identity of Purchasers of the Mortgage Loan; and
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(e) PURCHASERS UNDERSTAND THAT THE SALE OF THE MORTGAGE LOAN IS BEING MADE ON AN “AS IS, WHERE IS AND WITH ALL FAULTS” BASIS, AND PURCHASERS
EXPRESSLY ACKNOWLEDGE THAT, IN CONSIDERATION OF THE AGREEMENTS OF
SELLER HEREIN, SELLER MAKES AND HAS MADE NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW AND
SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY AND REPRESENTATION,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF OWNERSHIP, EXISTENCE,
QUALITY, QUANTITY, VALUE, CONDITION, HABITABILITY, MERCHANTABILITY, OR
FITNESS OF THE BORROWER, THE MORTGAGED PROPERTY, OTHER COLLATERAL, AND/OR THE LOAN DOCUMENTS FOR ANY PARTICULAR PURPOSE. THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE CONSUMMATION OF THE TRANSACTIONS HEREIN PROVIDED.
ARTICLE V
Certain Obligations of Purchasers
Section 5.1 Collection Practices. Purchasers will not violate any laws relating to unfair credit collection practices in connection with the Mortgage Loan. Purchasers hereby agree to indemnify Seller and to hold it harmless from and against any and all claims, demands, losses, damages, penalties, fines, forfeitures, judgments, legal fees and any other costs, fees, and expenses incurred by Seller as a result of (1) a breach by Purchasers of the aforesaid warranty or (2) any claim, demand, or assertion that, after the Closing Date, Seller was in any way involved in or had in any way authorized any unlawful collection practices in connection with the Mortgage Loan transferred to Purchasers pursuant to this Agreement. Purchasers agree to notify Seller within five (5) Business Days of receiving written notice of any such claim or demand.
Section 5.2 Reporting to or for the Internal Revenue Service. Purchasers agree to submit all Internal Revenue Service Forms and Information Returns for the Mortgage Loan for the period during which it owns the Mortgage Loan.
Section 5.3 Purchasers Obligations with Respect to Taxes and Insurance. Purchasers hereby acknowledge that, as of the Closing Date: (a) Purchasers shall be the holders of the Mortgage Note and the beneficiary of the Mortgage, (b) Seller cannot demand, mandate or request that the Borrower of the Mortgage Loan pay property taxes or the maintain the appropriate insurance (including hazard or flood insurance), (c) Purchasers shall be responsible for monitoring the status of property taxes and insurance, and (d) Seller shall not be held liable for any loss associated with the failure by the Borrower of the Mortgage Loan to pay any and all property taxes when due or maintain the appropriate insurance (including hazard or flood insurance).
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ARTICLE VI
Closing
Purchasers must pay the Mortgage Loan Purchase Price on or before the Closing Date no later than 11:00 a.m. Pacific Time. Purchasers will pay to Seller or its designee, by wire transfer in immediately available funds to the account specified by Seller, the Mortgage Loan Purchase Price. Delivery of the Closing Documents required to be delivered by Seller will be made against delivery of the Mortgage Loan Purchase Price and the Closing Documents required to be delivered by Purchasers. The Closing will, at Seller’s option, be either by telephone, confirmed by letter or wire or conducted in person at the place designated by Seller.
ARTICLE VII
Servicing of the Mortgage Loan
The Mortgage Loan is sold and conveyed to Purchasers on a servicing-released basis. All rights, obligations, liabilities and responsibilities with respect to the servicing of the Mortgage Loan pass to Purchasers on the Closing Date and Seller will be discharged from all liability therefor.
ARTICLE VIII
Notices
Unless otherwise provided for herein, all notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given (a) on the 3rd following Business Day, if sent by registered or certified mail (return receipt requested), (b) when delivered, if delivered personally or by facsimile, or (c) on the following Business Day, if sent by overnight mail or overnight courier, in each case to the parties at the following addresses (or at such other addresses as are specified by like notice):
If to Purchasers:
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
a public body, corporate and politic
141 N. Glendale Avenue
2nd Level, Room 202
Glendale, CA 91206
Attn: Mike Fortney,
Deputy Director of Community Development/Housing
-and-
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LOS ANGELES COUNTY DEVELOPMENT AUTHORITY,
a public body, corporate and politic.
[LACDA to provide]
If to Seller:
CALIFORNIA COMMUNITY REINVESTMENT CORPORATION
100 W Broadway, Suite 1000
Glendale, Ca 91210
Attn: Tia Boatman Patterson, President
ARTICLE IX
Miscellaneous Provisions
Section 9.1 Severability. Each part of this Agreement is intended to be severable. If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof will be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.
Section 9.2 Headings. The headings of the Articles and Sections contained in this Agreement are inserted for convenience only and do not affect the meaning or interpretation of this Agreement or any provision hereof.
Section 9.3 Construction. Unless the context otherwise requires, singular nouns and pronouns, when used herein, are deemed to include the plural of such noun or pronoun and pronouns of one gender are deemed to include the equivalent pronoun of the other gender.
Section 9.4 Assignment. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits hereto, are binding upon, and inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors, and assigns.
Section 9.5 Prior Understandings. This Agreement supersedes any and all prior discussions and agreements between Seller and Purchasers with respect to the purchase of the Mortgage Loan and other matters contained herein, and this Agreement contains the sole and entire understanding between the parties hereto with respect to the transactions contemplated herein.
Section 9.6 Integrated Agreement. This Agreement and all Exhibits hereto constitute the final complete expression of the intent and understanding of Purchasers and Seller. This Agreement may not be altered or modified except by a subsequent writing, signed by Purchasers and Seller.
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Section 9.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which constitutes one and the same instrument, and either party hereto may execute this Agreement by signing any such counterpart.
Section 9.8 Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of California, without giving effect to its choice of law doctrine.
Section 9.9 Survival. Each and every representation and covenant hereinabove made by Purchasers or Seller survives the Closing and does not merge into the Closing Documents, but instead is independently enforceable.
Section 9.10 No Broker. Seller and Purchasers each represent and warrant to the other that it has not dealt with any person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loan by Seller to Purchasers.
Section 9.11 No Forbearance or Postponement, etc. Nothing contained in this Agreement shall constitute an agreement to forbear from foreclosing or to postpone any pending foreclosure proceedings relating to the Property. There are no intended or unintended third party beneficiaries of this Agreement including, by way of example and not limitation, the Borrower or any prospective Purchasers of the Property or of interests in the Borrower.
Section 9.12 Controlling Agreement. PURCHASERS AGREE TO ACCEPT THE MORTGAGE
LOAN IN ITS PRESENT CONDITION AND ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT
MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF
ANY KIND OR CHARACTER WHATSOEVER WITH RESPECT TO THE MORTGAGE LOAN, WHETHER EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS AGREEMENT. FURTHERMORE, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, PURCHASERS ACKNOWLEDGE AND AGREE THAT
SELLER HAS NOT MADE AND DOES NOT MAKE, AND PURCHASERS HEREBY DISCLAIMS THE
EXISTENCE OF OR RELIANCE UPON, ANY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, MARKETABILITY, OR FITNESS FOR A PARTICULAR USE.
PURCHASERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL CLAIMS
AGAINST SELLER ARISING IN CONNECTION WITH THE MORTGAGE LOAN AND PURCHASERS
AGREE TO LOOK SOLELY TO THE BORROWER AND ANY GUARANTOR OF THE MORTGAGE NOTE
AND MORTGAGED PROPERTY REGARDING ANY CLAIMS ARISING IN CONNECTION WITH THE MORTGAGE LOAN.
[Remainder of Page Intentionally left Blank; Signature Page Follows] 31 of 43
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement. “PURCHASERS”
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
a public body, corporate and politic of the State of California By: _____________________
Name:
Title:
-and-
LOS ANGELES COUNTY DEVELOPMENT AUTHORITY,
a public body, corporate and politic of the State of California By: _____________________
Name:
Title:
“SELLER”
CALIFORNIA COMMUNITY REINVESTMENT CORPORATION,
a California nonprofit public benefit corporation
By: _______________________
Name: Tia Boatman Patterson
Title: President
Exhibit A: Form of Allonge
Exhibit B: Form of Assignment of Deed of Trust
Exhibit C: Form of Assignment of Assignment of Rents
Exhibit D: Assignment of Loan Documents
Exhibit E: Certification and Receipt
Exhibit F: Description of Mortgage
Exhibit G: Description of Mortgage Note
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Schedule 1-1
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SCHEDULE 1
LOAN DOCUMENTS
1) Loan Agreement dated as of June 9, 2009, executed by Metro Loma, a California limited partnership as Borrower and Seller;
2) Promissory Note dated as of June 30, 2009 made by Borrower in the original principal amount of US $1,890,000.00 for the benefit of Seller;
3) Leasehold Deed of Trust dated as of June 30, 2009, made by Borrower for the benefit of Seller, as beneficiary and recorded August 24, 2009, as Document No. 2009-1296583 in the Official Records of Los Angeles County, California; 4) Environmental Indemnity (Unsecured) dated as of June 30, 2009, executed by Borrower in favor of Seller;
5) UCC Financing Statement filed with the California Secretary of State’s Office; and 6) All other instruments and agreements executed in connection with any of the foregoing in or under which Assignor has any right, title or interest. 33 of 43
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ALLONGE
FOR VALUE RECEIVED, the undersigned, an original and successor payee under that certain Promissory Note dated as of June 30, 2009, in the original amount of $1,890,000.00, made by Metro Loma, a California limited partnership (“Borrower”), and payable to the order of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation, as amended and modified from time to time (collectively, the “Note”), to which this endorsement is affixed, absolutely assigns, transfers, endorses, negotiates, and sets over to and makes payable to the order of HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic of the State of California AND the LOS ANGELES COUNTY DEVELOPMENT AUTHORITY, a public body, corporate and politic of the State of California the Note, without recourse, representation or warranty of any kind, direct or indirect. This assignment includes the Note, all interest, principal, and other sums due or to become due under the Note, and all other rights of any nature accrued or to accrue under the Note.
Dated: June __, 2025
CALIFORNIA COMMUNITY REINVESTMENT
CORPORATION,
a California nonprofit public benefit
corporation
By: _______________________
Name: Tia Boatman Patterson
Title: President
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Recording Requested By And
When Recorded Mail To:
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
a public body, corporate and politic
141 N. Glendale Avenue
2nd Level, Room 202
Glendale, CA 91206
Attn: Mike Fortney,
Deputy Director of Community Development/Housing
ASSIGNMENT OF DEED OF TRUST
The undersigned, CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation (“Assignor”), assigns, transfers and sets over to HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic of the State of California and LOS ANGELES COUNTY DEVELOPMENT AUTHORITY, a public body, corporate and politic of the State of California (collectively, “Assignee”), the beneficial interest under that certain Leasehold of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of June 30, 2009, made by Metro Loma, a California limited partnership (“Borrower”) for the benefit of Assignor, and recorded August 24, 2009 as Document No. 2009-1296583 in the Official Records of Los Angeles County, California (the “Deed of Trust”). The Deed of Trust secures a lien on the Property more specifically described on Exhibit A attached hereto. This assignment of the Deed of Trust is made together with that certain Promissory Note dated as of June 30, 2009, in the original amount of $1,890,000.00, made by Borrower, payable to the order of Assignor; as modified from time to time (the “Note”), which the Deed of Trust secures and all other loan documents executed in connection with the loan evidenced by the Note.
Date: June __, 2025
[SIGNATURE ON NEXT PAGE]
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CALIFORNIA COMMUNITY REINVESTMENT
CORPORATION,
a California nonprofit public benefit
corporation
By: _______________________
Name: Tia Boatman Patterson
Title: President
State of California }
County of Los Angeles }SS
On June ___, 2025 before me, ________________, Notary Public, personally appeared Tia Boatman Patterson, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity(ies), and that by her 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: ___________________________________
(Seal)
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EXHIBIT A
PROPERTY DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOTS 20, 21 AND 26 IN BLOCK 1 OF TRACT NO. 910, IN THE CITY OF GLENDALE, AS PER MAP RECORDED IN BOOK 16 PAGE 133 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 5640-033-903
5640-033-904
LA 18064880.1
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ASSIGNMENT OF LOAN DOCUMENTS
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation (“Assignor”), does hereby sell, transfer and assign to HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic and the LOS ANGELES COUNTY DEVELOPMENT AUTHORITY, a public body, corporate and politic of the State of California (collectively, “Assignee”), without recourse, representation or warranty, whether express or implied, all of Assignor’s right, title and interest in and to the documents, instruments and agreements listed on Exhibit “A”, attached hereto and incorporated herein by this reference (collectively, the “Loan Documents”), in accordance with and subject to the terms of that certain Mortgage Loan Sale Agreement between Assignor and Assignee dated as of May __, 2025 (“Loan Sale Agreement”). It is the intention of Assignor to transfer and assign to Assignee all of the right, title and interest, benefits and obligations and duties held by Assignor in, to and under the Loan Documents and the loan evidenced thereby. The assignment made by Assignor hereby is “AS-IS”, “WHERE IS” and WITHOUT ANY WARRANTIES EXPRESS OR IMPLIED.
All such terms and conditions of the Loan Sale Agreement are incorporated herein by this reference as if set forth in full.
IN CONNECTION THEREWITH, Assignee hereby accepts the foregoing assignment and hereby assumes all of the duties, obligations and liabilities of Assignor under and with respect to the loan as evidenced by the Loan Documents.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment of Loan Documents to be effective as of the date set forth below.
Date: June __, 2025
ASSIGNOR:
CALIFORNIA COMMUNITY REINVESTMENT CORPORATION,
a California nonprofit public benefit corporation
By: _______________________
Name: Tia Boatman Patterson
Title: President
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ASSIGNEE:
HOUSING AUTHORITY OF THE CITY OF GLENDALE,
a public body, corporate and politic
By: _____________________
Name:
Title:
LOS ANGELES COUNTY DEVELOPMENT AUTHORITY,
a public body, corporate and politic
By: _____________________
Name:
Title:
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EXHIBIT “A”
1) Loan Agreement dated as of June 9, 2009, executed by Metro Loma, a California limited partnership as Borrower and Seller;
2) Promissory Note dated as of June 30, 2009 made by Borrower in the original principal amount of US $1,890,000 for the benefit of Seller;
3) Leasehold Deed of Trust dated as of June 30, 2009, made by Borrower for the benefit of Seller, as beneficiary and recorded August 24, 2009, as Document No. 2009-1296583 in the Official Records of Los Angeles County, California; 4) Environmental Indemnity (Unsecured) dated as of June 30, 2009, executed by Borrower in favor of Seller;
5) UCC Financing Statement filed with the California Secretary of State’s Office; and 6) All other instruments and agreements executed in connection with any of the foregoing in or under which Assignor has any right, title or interest. 40 of 43
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CERTIFICATION AND RECEIPT
The undersigned, CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation, hereby certifies to HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic and the LOS ANGELES COUNTY DEVELOPMENT AUTHORITY, a public body, corporate and politic of the State of California (“Purchasers”) that attached hereto is a true and correct copy of that certain Promissory Note as of June 30, 2009, in the original amount of $1,890,000.00, made by Metro Loma, a California limited partnership (the “Note”).
Date: June 30 __, 2025
CALIFORNIA COMMUNITY REINVESTMENT CORPORATION,
a California nonprofit public benefit corporation
By: _______________________
Name: Tia Boatman Patterson
Title: President
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E-1
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EXHIBIT E
DESCRIPTION OF MORTGAGE
Leasehold Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 30, 2009, made by Metro Loma, a California limited partnership, for the benefit of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation, recorded August 24, 2009, as Document No. 2009-1296583 in the Official Records of Los Angeles County, California.
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F-1
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EXHIBIT F
MORTGAGE NOTE
Promissory Note dated as of June 30 , 2009 in the original principal amount of $1,890,000.00 made by Metro Loma, a California limited partnership, to CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation. 43 of 43