HomeMy WebLinkAboutPoinsettia Housing Associates; 2000-11-21;November 16,200O
TO: CITY MANAGER
FROM: Housing and Redevelopment Director
POINSETTIA STATION ESTOPPEL CERTIFICATE
The City of Carlsbad has provided financial assistance to the developer of the Poinsettia Station
Apartments, an affordable housing project, The developer, Bridge Housing, has completed
construction, and has leased 90% of the units. At this stage in the project, Bridge is attempting to
convert their construction loan to permanent financing. Before conversion of the funding can
take place, Edison Capitol, an equity investor in the project, is requesting that the City and
Bridge execute the attached Estoppel Certificate.
The Estoppel Certificate contains two primary provisions. First, by signing the document, the
City is certifying that Bridge is not in default of their loan with the City of Carlsbad. Second, the
City acknowledges that it has reviewed and consents to the terms contained in the Partnership
documents between Bridge and Edison. The City Attorney’s Office and Polly Marshall, the
City’s special legal counsel for affordable housing have reviewed and approved the Estoppel
Certificate.
Please sign and return the attached document to this office at your earliest convenience. If you
question regarding the above information, please call me at extension 2935.
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CONSENT, ESTOPPEL CERTIFICATE AND AGREEMENT
(City of Carlsbad - Poinsettia Housing Associates)
THIS CONSENT, ESTOPPEL CERTIFICATE AND AGREEMENT (this
“Agreement”) is entered into as of October -, 2000, by and between CITY OF CARLSBAD,
a municipal corporation (the “Lender”), and POINSETTIA HOUSING ASSOCIATES, a
California limited partnership (the “Partnership”).
RJXITALS
A. BRIDGE Housing Corporation - Southern California, a California nonprofit
public benefit corporation, as the general partner (the “General Partner”), and Edison Capital
Housing Investments, a California corporation, as the limited partner (“Edison”), have executed
the Amended and Restated Limited Partnership Agreement of the Partnership dated as of
September l&2000 (the “Partnership Agreement”).
B. Pursuant to that certain Loan Agreement, dated as of June 1,1999, between the
, Lender and the Partnership (the “Loan Agreement”), the Lender loaned $920,000 (the “Loan”)
to the Partnership for the development of a certain project located in the City of Carkbad, County of San Diego, State of California (the “Project”).
C. The Loan is evidenced by that certain Promissory Note, dated June 1, 1999, by
the Partnership in favor of the Lender (the “Note”), City Deed of Trust and Security Agreement,
dated June 1,1999, by the Partnership to the trustee named therein for the benefit of the Lender
(the “Deed of Trust”), the Regulatory Agreement and Declaration of Restrictive Covenants,
dated June 1,1999, between the Lender, the General Partner, the Partnership, and Carlsbad
Redevelopment Agency (the “Regulatory Agreement”), and all other agreements, instruments,
certificates and documents executed in connection with the Loan (collectively, the “Loan Documents”).
D. It is a condition to Edison making certain capital contributions to the Partnership,
as provided in the Funding Agreement between the Partnership and Edison, that this Agreement
be delivered to Edison. Accordingly, the Partnership and Edison request the execution and
delivery of this Agreement. The Partnership and the Lender understand, and by entering into this
Agreement acknowledge, that Edison will be relying upon the agreements contained in this
Agreement.
With respect to the Loan Documents, Lender hereby certifies and agrees as follows:
1. Lender certifies that it has reviewed the Partnership Agreement and other
Project Agreements, as defined in the Partnership Agreement, and hereby consents to and
approves of all of the terms and provisions of the Partnership Agreement and the other Project Agreements.
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2. Lender hereby consents to the transfer of limited partnership interests in
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the Partnership to an affiliate of Edison, including, without limitation, a limited partnership in
which Edison (or an affiliate thereof) is a general partner.
3. The Loan Documents are in full force and effect and, except to the extent
amended or modified by this Agreement, have not been amended or modified.
4. The Lender has not given any notice of default to the Partnership or the
General Partner that has not been cured and, to the best of the Lender’s knowledge, no event or
circumstance exists which, with the giving of notice or the passage of time, would constitute a
default under the Loan Documents.
5. If there is any conflict between the terms of this Agreement and the terms
of any of the Loan Documents, the terms of this Agreement shall govern and prevail.
6. The terms of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assiw. The Lender agrees to
deliver a copy of this Agreement to any transferee of its interest in the Loan Documents.
7. If any provision of this Agreement is determined to be unenforceable for
any reason, it shall be adjusted rather than voided, to the greatest extent possible, to achieve the intent of the parties. All of the other provisions shall be deemed valid and enforceable to the
greatest extent possible.
8. This Agreement may be executed in counterparts, and each shall constitute
an original and all taken together shall constitute one Agreement.
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[SIGNATURES ON PAGE S-l]
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WHEREAS, the paTties ta this Agreement have executed it as of the date set forth &ovc.
Lender! THE ClTY OF CARUBAD,
8 munkipat c4xporation
PaxtrMhlp: P0INSE’Im.A HOUSING ASSOCIATES, a California I.k&d Padnenhip
By: RRJDGE Housing Corpor~lion - Southern Mifornk, 8 California nonprofit public beneiit
corpomion, its general partner
By: NSIIX?: Title:
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WHEREAS, the parties to this Agreement have executed it as of the date set forth above.
Lender: THE CITY OF CARLSBAD,
a muuicipal corporation
By:
Name: Title:
Pm-tnership: POINSETTIA HOUSING ASSOCIATES, a California Limited Partnership .
By: BRIDGE Housing Corporation - Southern
California, a California nonprofit public benefit
corporqtion, its generf&mt&
By: .
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Title:
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