HomeMy WebLinkAboutPGP Carlsbad Seniors Ltd II; 2000-06-05;. 1 JUN. 5. 2000 5:07PM CPIGO TITLE HO. 4565 P. 2/18
IbN& ; No; 203048#9-N77 1 E ABOVE FOR RECORDJCR’S USE
ORDI&$IlO! AGR&EjbBNT
;;yS;THIS SUBORDINATION AGREEMENT RESULTS IN
CURI-IX INTEREST IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIORITY THAN TEE LIEN OF
SOME OTEER ORLATER SECURITY INSTRUMENT.
THIS AGREEMENT, made this 5th day of June, 2000, by PGP C&bad Seniors LTD. II, a Cdifomia Limited Partnership owner of the land hereinafk described and . htxaafk redimd to as Wwnex”, and The City of C&bad pm owner and holder of thtdccdoftrustand~~firsth~~~descn’bednndh~rtfenedtoas “BcncilcipIy”;
THAT WHEREAS, PGP Carl&ad Seniors LTD. II, a Caliknia Limited P-hip did excutc a deed of trust dated Febnury 6, 1991, to SMS Trust Deal !&vice, a CaWmia C-q as tmtee, covering that certain real prop&y demibed 86 follows:
Lots X4,15,16,17 and 18 of SchclJ and Sites Addition to Carlsbad, in the City of
Carlsbad, County of San Diago, State of Califbmia, according to Map thereof No. 2145, filed in the Office of the County Recorder of San Diego County, February 20,1929.
to secure a note in the sum of 51,573,392.00 dated February 6,1991, iu f&or of The City of Carl&ad, which deed of txust was recordad in the office of the County Recorder of San
Diego County, Califbmh, cm March 21.1991, as File&age No.Pl-123873; and
WHEREAS, Owner has executed or is about to txazute a deed of trust and note in the sum of 52,805,000.00, dated June 5,2000, in favor of Financial Institutional Partners Matgage Company, LP, hereinafter rcfezred to as “Lend&, payable with i+erest and
upon the terms and conditions de-&cd therein, which deed of trust is to be cecordcd
concurrently herewith, and
. z. JUN. 5, 2000 5:OBPM CWKO TITLE NO. 4585 I’. 348
WHEREAS, it is a condition precedent to obtaining said loan that said deed of
trust above mentioned shall unconditionally be and remain at all times a lien or charge upon the land hcretofbre desuibcd, prior and superior to the lien or charge of the deed of trust first above mention& and
WHERBAS, Lender is wikg to make said loan provided the deed of kust
securing the sme is a Ii= or charge upon the above descrii property prior and
superi5r to the lien or charge of the deed of trust first above mentioned and provided that
Bcne!iciuy will specificaNy aad unc5nditi5nally s&xx&ate the lien or char&c of the
deed of trust first above mentiowd to the lien or charge of the deed of trust in fawr of Lcndeq and
WHEREAS,itistothemuturlbeaefitofthcp~~~that~~makeguoh ~anto~~,,and~~~iswillingthatthtdeedofbrwtsrcuringtbcsameshall, when rcaxw c5nstitufc a lien 5r charge upon said loan which is unccuiditioMiy prior and~rtotheiienorchargeofthtdeedofewtfirstabovem~~
NOW TBEREFORE, in consideration of the mutual M&s awuing to the parties her&5 and other valuable consideration, the receipt and sufkiency of which ccmsideration is hereby acknowledged, and in order to ixxhn Lendcz to make the loan above rcftnred to, it is kcby declared, understood and agreed as fUlows: (I) ~~soiddcedoftnrsts~soidnoteinfavorofLardg,and any renewals or cxtcnsions thcreot, shall unconditionally be and remain at aI1 times a kn otchargeantbepropertythenin~bed,priorandsupcriortothtlicnorchergcofdne dccdoftrust fir6t abovementiontd.
(2) TJmt Lcmk would not make its loan above descrii without this subordixWion agreement.
(3) That this agrcunmt shall be the whole and only agreement with regard to the subordin&on of the lien OT charge of the deed of tnrst first above mentioned to the lien or charge of the deed of trust in favor of Lender above referred to and shall supersede and cancel, but only insof= as would affect the priority between iht deeds of trust hentofart specifkaIfy describcb any prior agreements as to Jvch subordu5n induding, but not limited to, those provisions, if any, contained in the deed of tzust East above mentioned, which provide for the subordinatition of the lien ctr charge thereof to
anottm deed or deeds of trust or to another mortgage or mortgages. Beneficiary declares, agrees and acknowledges that
(a) He consents to and apptnves (i) all provisions of the note
and deed of trust in favof of Lender above nferred to, and (ii) aJJ agreements, inhding
but nut limited to my Juan or csmw agreements, between Owner and Lender for the
disburseznent of the proceeds of Lend&s loan:
JUN. 5. 2000 5:08PM CH-WI TITLE NO. 4565 P. 4/18
(II) Len&r in making disbunwments pursuant to any such
agreement is under no obligation cx duty to nbt has Lender rcpresentcd that it will, see to
the application of such pmccdr by the person or persons to whom Lender dishurscs such proceeds and any application or use of such proceeds for purposes other than t&c provided for in such agreement OT agreements shall not &feat the subordimttim herein
made in whole or in part;
(c) He intentionally and uuconditionally bbs, r&nquishes and subordinates the lien of darge of the deed of trust first above mentioned in fkvor of thetienorch~uponsaidlandofths~oftrustiafovorofLrndcrabove~~t0 ad understands that in reiiance upon, and in cons&ration of, this waiver, relinquishment and subordinaticm specific loaus and advances arc being and will be made and, as part and parcel thcxe5~ specific monetary and other obligations are being and will be entered into which would nat be ma& or entemi into but for aid rchnce upon this waiver, relinquiabment and sub&inati~ and
(d) AuendaPscmenthasbeenplaccdupc+nthenotcsecuredby
thedccdoftnrstfirstabavcmentiamdthatsaiddcedof~hajbythis~~t~ , ~~~rothelienordrargeofthedeedoftNstmfa~ofLenderabovs#f~ to.
NOlJCl3: TXIS SUBORDINAT’ION AGREEMENT CONTAINS A
PROVXSION WHICH ALLOWS THE PERSON OBLKATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A
PORTION OF WHICH MAY BE EXPENDED FOR OT’HEJ4
PURPOSES THAN IMPROVEMENT OF TBE LAND. IT IS
RECOMMENDED THAT, PIRIOR TO THE EXECUTION OF THIS
SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH
THEIR ATTORNEYS WITH RESPECT THERETO.
By:
PGP Carl&ad scnioq Ltb Ix, a California Limited Partnership By Pscific Gruwth Proptiies, a California Gsneral Partrmship, Gcrsral
Loan No: 4000443
Order No.: 203048009U16
EXHIBIT “A”
In executing this Subordination Agreement, Subordinating Lienholder acknowledges and agrees
that its agreement with borrower and any terms and conditions thereof, whether expressed or
implied, are solely between it and borrower and are of no concern to Financial Institutional
Partners Mortgage Company, LP (in this Exhibit referred to as “FIPMC”); FIPMC is and will be
throughout the term of FIPMC’s loan and any modification, extension or renewal thereof, under
no duty or obligation to assure compliance with the terms and conditions of Subordinating
Lieaholdefs agreement with borrower; nor will FIPMC be under any obligation or duty to take
any action or refi-aii from any action because of any knowledge it has or may have regarding any breach by borrower. Subordinating Lienholder further agrees, notwithstanding anything to the
contrary in law, equity or agreement with borrower that this subordination is not subject to
compliance, substantial or otherwise, with any provisions of such agreement with borrower, whether expressed or implied. Subordinating Lienholder acknowledges that FIPMC considers the
above to be a material condition for making its loan to borrower.
Initial
Real Estate Broker, CafQhrnia Depr of Real Estate-Lie. No. 01237257 DRE license information telephone HO. (916) 2274931
’ JUK 5. 2000 5:OOPM C:- X0 TITLE NO. 4565 P. O/18
State of California )
Countutf San Dicgo ) on Il)luly 6- me, the undersigned, a Notary public in and fbr said St8te, personally appe known to me at proven to me on the basis of satistim eviwto be the person(s) whose name(s)@rc subscriw to the within . nstmmnt and aclcn0wkdged to me tbN@ki&ey executed the same ir@&thcir authorkd capacity(ies), and that b on rhe instrument the person(s), or the entity upon acted, exeuzted the instrnmedt
CounrY of !saa DielW 1 on - - - ,2000,ba~mc,theundasi~aNotaryPublicimandfor said State, personally sppwtd peraoaPlly known to me or proven to me 011 the basis of sbfh%ry evidence to be the penon whose name(s) idare subscrii to the witbin instrument and acknowIedgefi to me that h&h&hey executul the sme in his/h&heir autborized captiMies), and that by hi&e&heir sipture(s) on the ktrument the person(s), or the entity upon behalf of which the person(s) act4 executed the instrument. WITNESS my hand and official seal.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
personally appeared
UK ersonaiiy known to me - OR -Cl 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 he/she/they executed the
same in his/her/their authotized 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.
Wyfi\lESS my hand a%d official seal.
OPTIONAL
Though the inkwmatkm below is not quirmi by law, it may prwe valuti to persons dying on the documwrt and ~~~hlprevent
fraudulent removal and reattachment of this fotm to another document.
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Cl individual
0 Corporate Officer
- 0 Limited E?f&enerai
Cl Attorney-in-Fact
Cl Trustee
0 Guardian or Conservator
Cl Other:
TGJepting:
I
*sf~f%~
Signer’s Na
Cl individual
Cl Corporate Officer
A
- Cl Limited E%enerai
0 Attorney-in-Fact
Cl Trustee
0 Guardian or Conservator
0 Other:
Si ner is Representing: Q&G+
e, 1995 National No!&y Assodatim .8236 RemmH Aim.. P.O. Box 71134 l Camga Park. CA Ql3Og-71&l Prod. No. 5907 Rsmdac Call T&Free 141OO4376-8827
-.
CALIFORNIA
State of California
County of ,% ss.
a
On ~-&V-UC, Dats , before me,
personally appeared
Pf personally known to me
Cl 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 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, execute-d the instrument.
WITNESS my hand and official seal.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent haudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capaclty(ies) Claimed by Signer
Signer’s Name:
Cl Individual
q Corporate Officer - Title(s):
Cl Partner - Cl Limited 0 General
Cl Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other.
Signer Is Representing:
Ol~Ne(knal~Assods(on.9350D~SotoAu..P.O.Box2402.~. W 9131.3-2492 l i+xw~fy.olg Pd. No. SW)7 Reorder cdl T&Free 1-9W97E6927
a MAY. 3. 2OcIC 9:43AM p"13iG? TITLE NO.35Fl P. 29/35
EXHIBIT 2
1
)
;
; w b 203048009-N77 1 , S-9 FORREB
NOTTC~: THIS SUBORDINATION AGREEMENT RESULTS IN
YOUR SECURITY INTEREST IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF
SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT, made this day of 2000, by PGP
Carl&ad Seniors LTD II, a California Limited Partnership owner of the’Iand hereinafter
&scribed and hereinafter referred to as “Owner”, and The City of Carlsbad present owner
and holder of the deed of tnrst and note first hereinafter de-scribed and hereinafter referred
to as “Beneficiary”;
WITNESSETH
THAT WHEREAS, PGP Carlsbad Seniors LTD. II, a California Limited
Partnership did execute a deed of trust dated February 6, 1991, to SMS Trust Deed
Service, a California Corporation, as trustee, covering that certain real property described
as follows:
Lots 14,15,16, I7 and 18 of Schell and Sites Addition to Carlsbad, in the City of
Carlsbad, County of San Diego, State of Califimia, according to Map thereof No. 2145, filed in the Office of the County Recorder of San Diego County, February 20,1929.
to secure a note in the sum of $1,573,392.00 dated February 6,1991, in favor of The City
of Carlsbad, which deed of trust was recorded in the office of the County Recorder of San
Diego County, California, on March 21,1991, as File/PageNo.91-123873; and
WHEREAS, Owner has executed or is about to execute a deed of trust and note in
the sum of $2,805,000.00, dated , in favor of Financial Institutional Partners Mortgage Company, LP, hereinafter referred to as “Lender”, payable with interest and upon the term‘s and conditions described therein, which deed of trust is to be
recorded concurrently herewith; and
. MAY 3. ?OOC 9:$3AM -‘%1;0 TITLE NO. 3551 P. 3025
WJ&REAS, it is a condition precedent to obtainiag said loan that said dad of
trust above mentioned shall unconditionally be and remain at all times a lien or charge
upon the land heretofore described, prior and superior to the hen or charge of the deed of
trust first above mentioned; and
WHEREAS, Lender is willing to make said loan provided the deed
securing the same is a lien or charge upon the above described property prior and
superior to the lien or charge of the deed of trust first above mentioned and provided that
Beneficiary will specifically and unconditionally subordinate the lien or charge of the
deed of trust first above mentioned to the lien or charge of the deed of trust in favor of
Lender; and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make such
loan to Owner; and Beneficiary is willing that the deed of trust securing the same shah,
when recorded, constitute a lien or charge upon said loan which is unconditionally prior
and superior to the lien or charge of the deed of trust first above mentioned.
NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which
consideration is hereby achowledged, and in order to induce Lender to make the loan
above refmed to, it is hcrcby declared, understood and agreed as follows:
(1) That said deed of trust securing said note in favor of Lender, and
any renewals or extensions thereof, shall unconditionally be and remain at all times a lien
or charge on the property the&n described, prior and superior to the lien or charge of the
deed of trust fist above mentioned.
(2) That Lcndcr would not make its loan above described without this
subordination agreement.
(3) That this agreement shall be the whole and only agreement with
regard to the subordination of the lien or charge of the deed of trust first above mentioned
to the lien or charge of the deed of trust in favor of Lender above referred to and shall
supersede and cancel, but only insofar as would affect the priority between the deeds of
trust heretofore specifically described, any prior agreements as to such subordination
including, but not limited to, those provisions, if any, contained in the deed of trust first above mentioned, which provide for the subordination of the lien or charge thereof to
another deed or deeds of trust or to another mortgage or mortgages. Beneficiary declares, agrees and acknowledges that
(a) He consents to and approves (i) all provisions of the note and deed of tmst in favor of Lender above referred to, and (ii) all agreements, including
but not limited to any loan or escrow agreements, between Owner and Lender for the
disbursement of the proceeds of Lender’s loam
' MAY. 3. 2OOc' 9:4!.4Id -ICAGO TITLE YO. 3551 P. 31/35
DRAFT
(b) Lender in making disbursements pursuant to any such
agreement is under no obligation or duty to nor has Lender represented that it will, see to
the application of such proceeds by the person or persons to whom Lender disburses such
proceeds and any application or use of such proceeds for purposes other than those
provided for in such agreement or agreements shall not defeat the subordination herein
made in whole or in part;
(cl He intentionally and unconditionally waives, relinquishes
and subordinates the lien or charge of the deed of trust fkst above mentioned in fhvor of
the lien or charge upon said land of the deed of tmst in f&or of Lender above referred to and understands that in reliance upon, and in consideration of, this waiver,
relinquishment and subordination specific loans and advances arc being and will be made
and, as part and parcel thereo& specific monetary and other obligations are being and will
be entered into which would not be made or entered into but for said reliance upon this
waiver, relinquishment and subordination; and
w An endorsement has been placed upon the note secured by
the deed of trust first above mentioned that said deed of trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above referred
to.
NOTICQ THIS SUBORDINATION AGREEMENT CONTAINS A
PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON
YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A
PORTION OF WHICH MAY BE EXPENDED FOR OTHER
PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS
RJKOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS
SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH
THEIR ATTORNEYS WITH RESPECT THERETO.
The City of Carlsbad
By: PGP Carlsbad Seniors, Ltd. II,
Its:
a California Limited Partnership I
By: By: Pacific Growth Properties,
Its: a California General Partner&p, General
Partner
By:,
John E. Michaelsen, Partner By:
James T. Gianulis, Partner
By:
Frank R. Berlage, General Partner
~#&. ,lpC 9: MLM -'I3!X TITLE , l\wPl - T-829 !JO. 35 5 1 F-U’. 32,‘25
Loan No: MO443
Order No.: 2030480~~U 16
In executing this Subordination Agreement, Subordinating Lienholder acknovuledgti and a@~
that its agreement with horrc>wer and any terms and conditions thoreoc whether expressed or implied, are solely between it and borrower and are of no concern to Financial Institutional
Partners Mortgage Company, LP (in this Exhibit referred to as “FIPMC”); FIPMC is and will be throughout the term of FlPMCs loan and any modification, extcnsi~n or renewal thereo$ under no dury or obligation to are compliance with the terns and conditions of Subordinating
Lienholdefs agre&ment with borrower; nor will FIPMC be lrndcr any obligsion or duty to rake
any action or refrain from any action because of any knowledge ir has or may have regarding any
breach by bonmwer. Subordinaring Lienholder fbrtber agrees, notwithstanding anything to the contray in law, equiry or agreemenr with borrower that this subordinsltion ia not subject to
compliance, substantial or otherwise, with any provisions of such agreement with borrower, whether expressed or implied. Subordirurilrg Lhholdcr wlmw4cdgcs &hot FIPMC cansiders the
above to be a material condition for making its loan IO borrower.
Initial
(TO BE ATTACHED TO THE SIJRORDINATION AGREEMENT PREPARED BY ClTY OF
CARLSBAD)
Rd E&h h&r. Cal@mia Oqpn qfRml iir0n-L~~. No Ot2373SP DA& lh- IflfOrrqwi~ fde+m RE (914 2294931
JUN. 5. 2000 5:09PY f ;ACO TITLE
clc
. NO, 4565 P. ?/16
Cl&ago Title Company - Park Camino Branch
37tM Ckmko Det R&s Sa, # 100, Sas D&goi, CA 92108
Phone (619) 282-3299
“USE OF DOCUMENTS” INSTRUCTIONS AND INDEhfNIFICA’MON
DATE: June 5.2000
TO: Chicago TitIe CO.-Park Camfno Branch
FROM: The City of Carlsbad
I hand you herewith the fbllowing ORIGINAL Subordinetion Apetnrrat dated June
5,2OM cxccwd by The City of Carlsbad.
Such docurncnt(s) affccf(s) my interest in the real property which is commonly known as 2848 Jeff&on Stncr, Carlsbad, CA, and legally described as:
Lots IS, l&16,17 and 18 of Shell and Sites Addition to Carlsbad, in the City of Carl&ad, County of San Diego, State of California, according to Map thereof No. 2145, f&d in the offiic of the ~:ounQ' Recorder of San Dicgo County, FCbNSry 20,1929.
The City of C&bad understar& that the execi&n of the Subordinatioa Agree~~ will muit in its security intcrcst of in the properry becoming subject to and of Iowa priority than the lien of the new security interest being obtained by new lender. The City of Carl&ad (i) consents to and approves all provision of thenote and deed of trust in favor of new Lendcr, (ii) has satisfiai itself regarding the pkupase of the fbnds being obtained and the nmncr in which any/all funds may be expended, and (iii) acknowluiges it baa been advised to seek the a&se of its own independent counsel regarding all
ramifications regarding its execution of this document
You arc author&d to use the above document(s) in connection with your Escrow No. 203048009-N77 without dtmamd or co&derntioB paid to The C&y of Carl&ad for . n 1 . same. &.rrt indcmnnfjgd 8 d he d barest w loss. CW urrmoQ . . ~inatruc~wktb~~, n
The cost of preparation, processing and recording,- M applicable, of the above docuxncars shall bc paid by PGP Carlsbad Seniors, Ltd. II, a California Limited Pa#nuship at close
of escrow. In the event of cancellation of this escrow, the doctunent(s) deposited herein isk be marked ‘caucelai’ and held in this file. Any other disposition of said document(s) requires the mutual written instruction of all parties hereto. The parties aclmowledgo that in preparing this document escrow holder is doing so only as nn
JM 5.2000 5:09PM CSICACO TITLE '.
.
10. 4565 P. B/HI
accommodation to the parties to complete tho escrow refmed above and has not given
the pzties any legal and/or tax advice of any nahtrc.
Its:
APPROVED AND ACCEPTED BY:
PGP Car)sbd Seniors Ltd. XI, a CaIiihia Limited Parmenhip
Partnership, General Partna
NAY. 3.?OOC 9:!5.4h! "ILK? T ITLE
EXHIBIT 3
Chicago Title Company - Park Camino ISranch w
3703 Car&o De1 Rio So., # 100, Stan Diego, CA 92JO8
Phone (619) 282-3200
“USE OF DOCUMENTS” INSTRUCTIONS AND INDEMNIFICATION
DATE:
TO: Chicago Title Co.-Park Camino Branch
FROM: The City of Carlsbad
1 hand you herewith the following ORIGINAL Subordination Agreement dated
executed by The City of Carlsbad.
Such document(s) affect(s) my interest in the real property which is commonly known as
2848 Jefferson Street, Carlsbad. CA, and legally destibed as:
Lots 14,15,16,17 and 1 S of &hell and Sites Addition to Carlsbad, in the City of
Carlsbad, County of San Diego, State of California, according to Map thereof No. 2145,
filed in the Office of the County Recorder of San Diego County, February 20,1929.
The City of Carlsbad understands that the execution of the Subordination Agreement will result in its security interest of in the property becoming subject to and of lower priority
than the lien of the new security interest being obtained by new lender. The City of
Car&bad (i) consents to and approves all provision of the note and deed of trust in favor
of new Lender, (ii) has satisfied itself regarding the purpose of the funds being obtained
and the manner in which any/all funds may be expended, and (iii) acknowledges it has
been advised to seek the advise of its own independent counsel regarding all
ramifications regarding its execution of this document.
You are authorized to use the above document(s) in connection with your Escrow No. 203048009-N77 without demand or consideration paid to The City of Carlsbad for . same. mared emnified and held harmless apainst any loss. claim, or
l~an’singour comDliance with these instructions and VOW reliance 05
these instruc~withature of the nndersivned.
The cost of preparation, processing and recording, as applicabIe, of the above documents
shall be paid by PGP Carlsbad Seniorq Ltd. II, a California Limited Partnership at close
of escrow. In the event of cancellation of this escrow, the document(s) deposited herein is/are be marked ‘canceled’ and held in this file. Any other disposition of said document(s) requires the mutual written instrnction of all parties hereto. The parties acknowledge that in preparing this document escrow holder is doing so only as an
MAY 3. 2OOC 9:!3M -13G? TITLE JO. 35Fl P, 3,5/z
accommodation to the parties to complete the escrow referenced above and has not given
the parties any legal and/or tax advice of any nature.
The City of Carlsbad
By:
Its:
By: Its:
APPROVED AND ACCEPTED BY:
PGP Carlsbad Seniors Ltd. II, a California Limited Partnership
By: Pacific Growth Properties, a California General Partnership, General Partner
By:
John E. Michaelsen, Partner By:
James T. Gianulis, Partner
By:
Frank R. Berlage, General Partner
.
-EXHIBIT 4
PROMISSORY NOTE
$1.573.392.00 San Diego, California. Februarv 6, 1991
FOR VALUE RECEIVED, the undersigned promises to pay to the CITY OF
CARLSBAD, at Carlsbad, California, the sum of $3,840,855.74 with interest at the rate
of ten percent (10%) per annum simple interest until paid or canceled as herein
provided.
This note is given to the city of Carlsbad pursuant to Section 21.18.045 of the
Carlsbad Municipal Code to insure that the maker hereof constructs, operates and
maintains the property described in the deed of trust secured hereby as a Senior
Citizens Housing Project in accordance with the requirements of said Section and
Conditional use Permit 86-3, or if not so constructed, operated and maintained, that the
property is brought up to the standards of the approved conversion plan pursuant to
CUP 86-3 or any other conversion plan approved by the City of Carlsbad.
No payment shall be required on this note except as follows:
1. If the Council of the City of Carlsbad or any successor thereto determines
that the property is being operated or maintained in violation of any of the terms of said
Section 21.18.045 or said Conditional Use Permit 86-3, or used for other than a Senior
Citizens Housing Project without the consent of the City Council, the City Council may
declare the whole sum of principal and any accrued interest thereon immediately due
and payable. The maker hereof shall then have the option to elect to pay said principal
and accrued interests in full or within a reasonable time thereafter to convert the project
to meet the approved conversion plan pursuant to CUP 86-3 or any other conversion
plan approved by the City of Carlsbad. Upon said payment in full or conversion of the
project to the approved conversion plan pursuant to CUP 86-3 or any other conversion
plan approved by the City of Carlsbad, the City of Carlsbad shall return this note to the
maker and reconvey the lien of the deed of trust securing this note.
2. The entire principal and accrued interest thereon shall become
immediately due and payable at the option of the City of Carlsbad in the event that upon
the sale, conveyance or other disposition of the property described in the deed of trust
securing this note, the buyer fails to agree in writing to accept and abide by all the terms
and provisions of this promissory note.
The maker hereof shall have the right at any time to prepay all or any part
of this note or to elect to covert the property to meet the approved conversion plan
pursuant to CUP 86-3 or any other conversion plan approved by the City of Carlsbad.
Upon prepayment in full or such conversion of the property, this note shall be canceled and the lien of the deed of trust securing this note shall be reconveyed to the maker
hereof.
This note is given solely to conform with the provisions of said Section
21 .18.045 of the Carlsbad Municipal Code, and neither the maker nor any partner,
officer, agent or employee of the maker shall have personal liability for payment of this
note. The holder hereof shall look only to its interest in the property secured hereby for
payment.
If action be instituted on this note, the undersigned promises to pay such
sum as a court may affix as attorneys’ fees. This note is secured by a deed of trust to
SMS Trust Deed Service, a California corporation, as Trustee.
e The under& qn d acknowledaes and a cceots that is note is a duplication
of the oreviguslv executed note and herebv replaces the previouslv executed note dated
Februarv 6. 1991. in the amount of $1.573.392.00
PGP CARLSBAD SENIORS LTD. II, a California
Limited Partnership
BY: Pacific Growth Properties, a General Partnership, General Partner
By:
John E. Michaelsen, General Partner
By: . James T.Gianulis. General Partner
By:
Frank R. Berlage, General Partner
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RESOLUTION NO. zooo-193
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CAiXLSBAD, CALIFORNIA, TO APPROVE A
PROMISSORY NOTE, SUBORDINATION AGREEMENT
AND USE OF DOCUMENTS INSTRUCTIONS AND
INDEMNIFICATION BETWEEN PGP CARLSBAD
SENIORS, LTD. II AND THE CITY OF CARLSBAD
APPLICANT: PGP CARLSBAD SENIORS, LTD. II
CASE NO: RP-CUP83-02
WHEREAS, in 1986 a Senior Housing Project commonly referred to as Jefferson
House II was approved and constructed which allowed for a density bonus and reduced
parking requirements; and
WHEREAS, the applicant as conditioned, submitted a conversion plan and a
subordination agreement naming the City of Carlsbad as the holder of the second trust deed;
and
WHEREAS, on March 21, 1991, City of Carlsbad City Council approved the
recordation of a deed of trust and subordination agreement between PGP Carlsbad Seniors,
LTD. II as Trustor and the City of Carlsbad as Trustee, and
WHEREAS, the property owner is seeking to refinance the funding for the property
and is requesting that a new subordination agreement be executed between PGP Carlsbad
Seniors, LTD. II and the City of Carlsbad.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of
Carlsbad, California, as follows:
1. The above recitations are true and correct.
2. The City Council authorizes the City Manager to execute the Amended Promissory
Note, Subordination Agreement and the related Use of Documents Instructions and
Indemnification between PGP Carlsbad Seniors, LTD. II and the City of Carlsbad in
substantially the form presented to the City Council on June 13, 2000, and subject to
review and approval by the City Attorney.
3. The City Council authorizes future subordination agreements and related documents
for this subject property or transfers of the subordination agreement to a new property
owner to be submitted to the Housing and Redevelopment Director for review, and to
be executed by the City Manager, subject to the review and approval of the City
Attorney.
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conditions:
1. Prior to the recordation of the subordination agreement, PGP Carlsbad Seniors, LTD.
JI shall deliver the executed duplicate original Promissory note to the Housing and
Redevelopment Director.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of
the City of Carlsbad, California, held on the 13th day of June 2000, by the following vote, to wit:
AYES: Council Members Lewis, Hall and Nygaard.
NOES: None
ABSENT: Council Memb
ABSTAIN: None
ATTEST:
q$@kA?mM
. WOOD, CITY CLERK
CC RESO. NO. 2000-193 PAGE2