HomeMy WebLinkAboutProperty #: 10458-1 - 12/8/2015When Recorded Return to:
City of Glendale
City Clerk
5850 West Glendale Avenue
Glendale, Arizona 8 301
Official Records of
Maricopa County Recorder
Helen Purcell
20150881873 12/14/2015 04:19
Electronic Recording
02452174-17-9-8-- N - -- -
C-10458-1
12/08/2015
COLLATERAL ASSIGNMENT
OF BENEFICIAL INTEREST
UNDER DEED OF TRUST
(WITH RIDER)
This Collateral Assignment of Beneficial Interest under Deed of Trust (With Rider) (the
"Assignment") is granted as of December _J, 2015 by Native American Connections, Inc., an
Arizona nonprofit corporation ("Assignor"), to and for the benefit of the City of Glendale, an
Arizona municipal corporation ("Assignee").
RECITALS
A. Assignor, on behalf of the Project (as defined below), is the recipient of a Neighborhood
Stabilization Program ("NSP") award in the original principal amount of $1,600,000 (C-7247)
(the "NSP Award") pursuant to the terms of that certain Development Agreement for Senior
Housing Development under the Neighborhood Stabilization Program dated May 11, 2010, as
amended by First Amendment dated as of March 29, 2013 and by Second Amendment of even
date herewith (as amended, the "Development Agreement"), and as evidenced by that certain
Promissory Note dated May 27, 2010 in the original principal amount of $1,600,000, as amended
by Allonge with an effective date of April 19, 2013 which, among other things, reduced the
outstanding principal balance to $934,412.45 (as amended, the "City of Glendale Note").
B. Assignor used the NSP Award in part to acquire the real property generally located at
8232 North 59`h Avenue, Glendale, Arizona (the "Property") and more specifically described on
Exhibit A attached hereto (the "Property").
C. Assignor is the sole member of Landmark Senior Living, LLC, an Arizona limited
liability company, the general partner of Landmark Senior Living, LP, an Arizona limited
partnership (`Partnership").
D. Assignor conveyed the Property to Partnership.
E. Partnership is in the process of arranging financing for the construction of a 52 -unit low-
income housing tax credit ("LIHTC") project on the Property which will provide affordable
housing to very low income senior residents to be known as "Landmark" (the "Project"), using a
combination of low income housing tax credit equity ("LIHTCs") and debt financing, including
but not limited to the proceeds of the NSP Award.
F. For LIHTC purposes, the Partnership and Assignor desire that: (i) the proceeds of the
NSP Award be re -loaned from the Assignor to the Partnership to be evidenced by a Promissory
Note in the amount of $934,412.45 made by the Partnership as "Maker" to the Assignor as
"Payee" (the "Partnership Note") and secured by a Deed of Trust between the Partnership as
"Trustor" and the Assignor as "Beneficiary" (the "Partnership Deed of Trust"), and (ii) the
beneficial interest in the Partnership Deed of Trust be collaterally assigned to Assignee pursuant
to this Assignment to secure performance of the obligations of Assignor under the NSP Loan
Documents (defined below), which Assignment shall record in the official records of Maricopa
County, Arizona (the "Official Records"), immediately after the recordation of the Partnership
Deed of Trust and the superior liens and encumbrances described in Paragraph 4 hereof;
G. The following documents evidence the obligations of Assignor to Assignee pursuant to
the NSP Award (collectively, the "NSP Loan Documents"):
(i) The City of Glendale Note; and
(ii) The Development Agreement;
(iii) The Partnership Deed of Trust;
(iv) The Assignment;
(v) The NSP Deed Restrictions attached hereto as a Rider (the "Deed Restrictions");
and
(vi) All modifications, extensions, amendments, modifications or alloriges to the NSP
Loan Documents (including but not limited to those evidencing an increase in the
principal balance evidenced thereby);
G. The Assignor and Assignee believe it is in the best interests of the Project and the
Property for Assignor to collaterally assign its beneficial interest in the Partnership Deed of Trust
to Assignee to secure Assignor's obligations under the NSP Loan Documents.
AGREEMENTS
For valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows.
1. Assignee's Acknowledgement and Consent. Assignee hereby acknowledges,
agrees and consents as follows:
(a) The NSP Loan Documents remain in full force and effect and neither such transfer of
the Property to the Partnership nor the execution of this Assignment constitutes an event
triggering a default thereunder; and
2
(b) proceeds of the NSP Award may be re -loaned to the Partnership in accordance with
the terms of this Assignment, provided that the Partnership and Assignor shall remain liable on
the NSP Loan Documents in all respects.
2. Collateral Assignment. For the purpose of securing the payment and performance of
the Assignor's obligations under the NSP Loan Documents, Assignor hereby transfers and
assigns to Assignee all of Assignor's beneficial right, title, and interest in and to the Partnership
Deed of Trust.
3. Covenants.
(a) Except as permitted in the NSP Loan Documents, Assignor shall not permit the
Partnership to make any sale or transfer of the Property without the prior written consent of
Assignee;
(b) Assignee shall be entitled to recapture the NSP Award upon any default under the
terms of the Deed Restrictions and all implementing policies, procedures and regulations
described therein; and
(c) Upon the termination of the Affordability Period pursuant to the Deed
Restrictions, this Assignment shall terminate, and Assignee shall execute a release of this
Agreement which Assignor will record in the Official Records of the Maricopa County, Arizona,
Recorder.
4. Assignor's Representations. Assignor represents, warrants, and covenants to and
with Assignee that, except as otherwise provided herein:
(a) This Assignment shall record in the official records of the Maricopa County,
Arizona Recorder immediately after all superior liens (described below) and the Partnership
Deed of Trust record;
(b) Assignor has full power, right and authority to execute and deliver this
Assignment; and
(c) Assignor has not executed any other document or instrument that might prevent or
limit Assignee from fully performing the terms, conditions, and provisions of this Assignment.
Notwithstanding the foregoing, Assignee hereby acknowledges and agrees to the
subordination of the Partnership Deed of Trust to the following senior loans: (a) a first position
construction loan from JP Morgan Chase Bank, N.A. in an original principal amount which is not
to exceed $6,600,000; and (b) gap financing provided by the Arizona Department of Housing to
the Trustor in an original principal amount not to exceed $750,000. In addition, this Assignment
will be subordinate to a Declaration of Affirmative Land Use Restrictive Covenants for HOME
Loan Proceeds executed by and between Partnership and the Arizona Department of Housing
and the Land Use Restrictive Covenant Agreement required pursuant to Section 42(h)(6) of the
Internal Revenue Code of 1986, as amended, for LIHTCs.
5. Assignor's License. So long as no event of acceleration has occurred under the NSP
Loan Documents, Assignee grants to Assignor a revocable license (the "License") to exercise all
of its rights in the Property, other than any right to amend, modify, cancel, terminate or in any
way alter the terms of the Partnership Deed of Trust.
6. No Assignee Obligations. Assignor agrees that Assignee does not and will not
assume any of Assignor's obligations or duties concerning the Property or the Project unless and
until the License is revoked pursuant to Paragraph 5.
7. Exercise of Assignee's Rights. Upon the occurrence of a breach or other repayment
event under the NSP Loan Documents, Assignee may, at its option and by delivery of notice as
provided in the next sentence, revoke the License and immediately exercise all of its rights
granted under this Assignment. Upon giving such notice, Assignee shall immediately succeed to
all of Assignor's rights in the Property, including, without limitation, the right to receive and
collect all moneys and other payments receivable by, or payable to, Assignor under the
Partnership Deed of Trust and the right to cure or take action with respect to a default
thereunder; subject, however, to the provisions of Section 4 of the Partnership Note limiting the
exercise by Assignor of its rights and remedies as Payee under the Partnership Note and Section
4 of the Partnership Deed of Trust limiting the exercise by Assignor of its rights and remedies as
Beneficiary under the Partnership Deed of Trust.
8. Appointment. Assignor irrevocably constitutes and appoints Assignee as its
attorney-in-fact (which appointment shall be deemed coupled with an interest) to, upon the
occurrence of a breach or other payment event under the NSP Loan Documents, demand, receive
and enforce Assignor's rights with respect to the Partnership Deed of Trust, to give appropriate
receipts, releases and satisfactions for and on behalf of Assignor, and to do any and all acts in the
name of Assignor or in the name of Assignee with the same force and effect as Assignor could
do if this Assignment had not been made.
9. Indemnity. Assignor shall and does hereby agree to indemnify, defend, protect and
hold Assignee harmless for, from and against any and all liability, loss or damage arising from or
related to the Property or Project or this Assignment, except to the extent attributable to events
first occurring after the revocation of the License and not caused by Assignor.
10. Counterparts. The Assignment may be' executed in counterparts and all such
counterparts shall be deemed original and together shall constitute but one and the same
instrument.
4
IN WITNESS WHEREOF, the undersigned has executed this Collateral Assignment of
Beneficial Interest Under Deed of Trust (With Rider) as of the date first set forth above.
ASSIGNOR:
NATIVE AMERICAN CONNECTIONS,
INC., an Arizona nonprofit corporation
By:ec'��
Diana Yazzie-Devine
President & Chief Executive Officer
ACKNOWLEDGEMENT
State of Arizona )
) ss
County of Maricopa )
+V -
The foregoing instrument was acknowledged before me this day of December, 2015,
by Diana Yazzie-Devine, who acknowledged being the President and Chief Executive Officer of
Native American Connections, Inc., an Arizona nonprofit corporation, on behalf of the nonprofit
corporation.
IN WITNESS WHEREOF, I hereunto set m han and offici 1
Notary Public
My commission expires: 2 �( N ' DAV►NA I NASKINS
NOTARY PUBLIC, ARI20NA
k MARICOPA COUNTY
'• „� MY COMmission Expires
MaY 2, 2019
5
APPROVED AS TO FORM:
City A orney
State of Arizona )
) ss
County of Maricopa )
ril
ASSIGNEE:
CITY OF GLENDALE, an Arizona
municipal corporation
By:
Name:<YYl t�Aflvi
Title: -Tn4cr.m An&ii�r.i wf i
J
ATTEST:
Name
City Clerk
(SEAL)
The foregoing instrument was acknowledged before me this -W- day of December, 2015,
byjsk. , the'l4en-.. t4s�st« C.fy of the City of Glendale, an Arizona municipal
corporation.
IN WITNESS WHEREOF, I hereunto set m hand and official seal.
My commission expires:
T'
~' fir • t-1 111,77'j),11� -$
31
Exhibit A
Legal Description of Property
Parcel No. 1
The North half of the South half of the Northeast quarter of the Southeast quarter of Section 31,
Township 3 North, Range 2 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona;
EXCEPT the North 188 feet thereof; and
EXCEPT the West 150 feet thereof; and
EXCEPT the West 7 feet of the East 40 feet thereof; and
EXCEPT the West 5 feet of the East 45 feet thereof.
Parcel No. 2
The West 150 feet of the North half of the South half of the Northeast quarter of the Southeast
quarter of Section 31, Township 3 North, Range 2 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona;
EXCEPT the North 188 feet thereof; and
EXCEPT the South 75 feet thereof
Parcels No. 1 and 2 above are also known as:
The North half of the South half of the Northeast quarter of the Southeast quarter of Section 31,
Township 3 North, Range 2 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona;
EXCEPT the North 188 feet thereof; and
EXCEPT the East 45 feet thereof; and
EXCEPT the South 75 feet of the West 150 feet thereof.
7
RIDER TO COLLATERAL ASSIGNMENT
RIDER TO COLLATERAL ASSIGNMENT OF BENEFICIAL INTEREST UNDER
DEED OF TRUST
NEIGHBORHOOD STABILIZATION PROGRAM
DEED RESTRICTIONS
This Rider to Collateral Assignment of Beneficial Interest Under Deed of Trust and
Assignment of Rents - Neighborhood Stabilization Program Deed Restrictions (the "Deed
Restrictions") is to be attached to and made a part of that certain Collateral Assignment of
Beneficial Interest Under Deed of Trust of even date herewith executed by Native American
Connections, Inc., an Arizona nonprofit corporation, as "Assignor" and the City of Glendale, an
Arizona municipal corporation, as "Assignee" (the "Collateral Assignment'). In this Rider, the
City of Glendale, an Arizona municipal corporation, is referred to as the "City"; Landmark
Senior Living, LP, an Arizona limited partnership, is referred to as the "Owner'; and Native
American Connections, Inc. is referred to as "NAC".
RECITALS
A. NAC received an allocation (the "NSP Award") of Neighborhood Stabilization Program
("NSP") funds authorized under Title III of Division B of the Housing and Economic Recovery
Act, 2008 ("HERA") from the City of Glendale, an Arizona municipal corporation (the "City"),
as evidenced by that certain Promissory Note dated May 27, 2010 made by NAC to the City, as
modified by that certain Allonge with an effective date of April 19, 2013 (as modified, the
"Note"), and that certain Development Agreement (C-7274-3) between the City and NAC dated
May 11, 2010, as amended by First Amendment dated as of March 29, 2013 and by Second
Amendment of even date herewith (as amended, the "Development Agreement'). NAC has or
will use the NSP Award to acquire and develop certain real generally located at 8232 North 59th
Avenue, Glendale, Arizona and specifically described in the Collateral Assignment (the
"Property").
B. NAC subsequently conveyed the Property to the Owner, which is affiliated with NAC,
and has or will re -loan the NSP Award to the Owner (the "NSP Load'). Substantially
concurrently herewith, Owner has granted to NAC the beneficial interest in that certain Deed of
Trust of even date herewith (the "Deed of Trust") encumbering the Property to secure payment
and performance of the NSP Loan to Owner, and NAC has or will convey its beneficial interest
in the Deed of Trust to the City pursuant the Collateral Assignment as security for the payment
and performance of the NSP Award.
C. Owner intends to construct a 52 -unit low-income housing tax credit project on the
Property which will provide affordable housing for very low income senior residents, to be
known as "Landmark Senior Living" (the "Project').
D. These Deed Restrictions describe use restrictions on the Project necessary to comply with
the NSP requirements for the NSP Award given by the City to NAC for the benefit of the
Project.
E. Owner and NAC agree that the execution and recordation of these Deed Restrictions is a
material condition to the City's agreement to provide funding to the Project and that the use of
the Project shall be restricted for the term of these Deed Restrictions.
AGREEMENTS
NOW, THEREFORE, the Owner and NAC, under the terms of these Deed Restrictions,
intend, declare, acknowledge, and covenant for themselves, and their successors and assigns that
the warranties, covenants, obligations, and duties set forth herein, are covenants running with the
Project for the term stated herein and as follows:
1. Incorporation. The above Recitals are incorporated herein and are part of these Deed
Restrictions.
2. Definitions. The capitalized terms used in these Deed Restrictions shall be understood as
follows:
"Affordability Period" means the term of these Deed Restrictions which shall begin on the date
that the Project receives a Certificate of Occupancy and terminates 20 years from that date.
"City Loan Documents" means the Note, the Development Agreement, the Deed of Trust, the
Collateral Assignment and all other documents executed by the Owner or NAC for the purpose
of memorializing and securing the NSP Award by the City for Contract No. C-7274-3.
"LIHTC" means the Low Income Housing Tax Credit program described in 24 U.S.C. §42, as
administered by the Arizona Department of Housing.
"Utility Allowance" means the monthly utility allowance authorized by the City in accordance
with applicable program requirements for use in determining the maximum amount of rent
allowable for units in the Project.
"Very Low -Income Household" means households whose annual incomes do not exceed 50
percent of the median household income for the area, as determined by HUD with adjustments
for smaller and larger households, except that HUD may establish income ceilings higher or
lower than 50 percent of the median for the area on the basis of HUD findings that such
variations are necessary because of prevailing levels of construction costs or fair market rents, or
unusually high or low family incomes.
3. Use Restrictions. The Owner and NAC covenant that for the Affordability Period the
Project shall be used as a multifamily rental as follows:
a. Compliance with NSP Requirements. The Owner and NAC agree to comply with the
requirements of Title I of the Housing and Community Development Act of 1974, as
amended, and with Title 24 of the Code of Federal Regulations, Part 570, except to the
extent that these requirements are modified or superseded by the requirements of the NSP
program authorized by HERA, and with any other applicable Federal, state and local law,
regulation and policies governing NSP funds.
b. Tenant Income and Rent Restrictions. All 52 units in the Project shall be reserved for
Very Low Income Households, and the rents on those units must be no greater than the
lesser of the Low HOME rent or the LIHTC rent limit, adjusted for a tenant -paid Utility
Allowance, if applicable.
c. Annual Recertification of Tenant Income: The Owner and NAC must reexamine the
income of tenants living in all Project units at least annually. Each recertification must
take place on the anniversary of the original income evaluation and lease signing, unless
the Owner has adopted an annual schedule to perform all verifications at the same time.
d. Adjusting Rents for Over -Income Tenants: Over -income tenants in in any Project unit
must pay 30% of their adjusted income for rent plus the authorized Utility Allowance. If
30% of their adjusted income exceeds the fair market rent, the Owner may charge only up
to the fair market rent.
e. Conflict. In the event that rules and regulations of multiple funding programs including
the LIHTC program apply, the Project must comply with the strictest of the applicable
rules and regulations.
f. Physical Condition Standards. During the Affordability Period, the Owner must maintain
the project suitable for occupancy; and, in decent, safe, and sanitary condition and good
repair in accordance with the applicable health, safety, and building codes and federal
physical conditions standards described in 24 C.F.R. 92.251 or such other physical
conditions standards as may be adopted by HUD from time to time.
4. Transfer Restrictions. Except as provided in Subparagraphs b and c below, the Owner
may sell or transfer the Project at any time, upon prior written consent of the City, such consent
not to be unreasonably withheld or delayed. In addition and for the term of the Affordability
Period, the City will require in advance of the transfer of the Project to any buyer or successor or
other person acquiring the Project or any interest therein a written agreement in a form
satisfactory to the City that the transfer is subject to the requirements of these Deed Restrictions,
all NSP requirements and the assumption by the transferee of NAC's interest in the City Loan
Documents. Notwithstanding the foregoing, nothing in this subparagraph shall affect the rights
of any Project lender to approve the proposed transfer as required under a lender loan document.
a. The Owner further covenants and agrees not to dispose of less than all of its interest in
any building composing the Project.
b. The Owner shall not demolish any portion of the Project or substantially subtract from
any real or personal property comprising the Project; or permit the use of any residential
rental unit for any purpose other than rental housing during the term of these Deed
Restrictions.
c. The Owner shall not grant commercial leases or licenses relating to the Project (other
than commercial leases with respect to insubstantial portions of the Project on a square
footage basis) or permit the sale, transfer, conveyance or other encumbrance of the
Project or any portion thereof during the Affordability Period, provided that these Deed
Restrictions shall not apply to any encumbrance, conveyance or transfer in conjunction
with a sale, transfer or other conveyance of the Project that complies with the
requirements of the City Loan Documents and these Deed Restrictions.
Owner's and NAC's Obligations and Duties
a. The Owner and NAC agree that they will not knowingly take or permit to be taken any
action which would have the effect, either directly or indirectly, of subjecting the Owner
or the Project to non-compliance with NSP requirements. Moreover, the Owner and
NAC agree to take any lawful action (including amendment of these Deed Restrictions as
may be necessary in the opinion of the City) to comply fully with pertinent law and with
all applicable rules, rulings, policies, procedures, regulations or other official statements
promulgated or proposed by HUD from time to time pertaining to Owner's or NRC's
obligations under the NSP regulations.
b. The Owner and NAC agree that they will not cause or acquiesce in any voluntary or
involuntary dissolution or otherwise fail to correct within 90 days after legal notice
thereof, any breach of, violation of, or practice that is materially inconsistent with laws of
the State of Arizona, or Owner's or NRC's respective organizational documents.
c. The Owner and NAC agree not to discriminate on the basis of race, creed, color, sex, age,
handicap, marital status, or national origin in the leases for occupancy of the Project or in
conjunction with the employment or application for employment of any person or persons
for the operation and management of said Project.
d. During the Affordability Period, the Project will not be provided for rental or use to any
primarily religious organizations, such as churches, for any activity including secular
activities. The Project must be used exclusively by the Owner entity for secular
purposes, available to all persons regardless of religious affiliation. In particular, there
must be no religious or membership criteria for tenants of the Project.
e. As a condition of occupancy, the Owner and NAC shall require each applicant for
tenancy of a Project unit to certify in writing that the person's sources and amount of
income declared for the purposes of program eligibility are true and correct. In addition,
the Owner shall require each applicant for tenancy to provide whatever other information,
documentation, or certifications deemed necessary by the Owner to verify the tenant's
eligibility for occupancy of a Project unit.
f. During the Affordability Period, the Owner and NAC shall comply with all federal, state
and local laws, codes, ordinances, rules and regulations, conditions, and assurances, and
shall keep and maintain in effect at all times any and all licenses, permits, notices, and
certifications which may be required with regard to the Project. Furthermore, the Owner
and NAC shall abide by all requirements of their respective organizational documents
and remain at all times in good standing with the agencies having regulatory jurisdiction
over them.
g. The Owner and NAC agree that if it shall become aware of any situation, event or
condition which would result in noncompliance of the Project or the Owner with these
Deed Restrictions or any NSP requirements, then the Owner or NAC shall promptly give
written notice thereof to the City.
h. Project Records
i) The Owner shall keep and maintain the Project Records described in 24 C.F.R.
92.508(a)(3) and (7)(i)(A) (equal opportunity and fair housing records) and
(7)(ii)(A)(affirmative marketing process records).
ii) All records described in subparagraph (i), above plus all pertinent documents,
books, papers, accounts, reports, files, tenant lists, applications, leases, waiting lists,
income examinations, and other records relating to the Project specified in these Deed
Restrictions or the City Loan Documents shall be retained for five years following
expiration of these Deed Restrictions.
i. The Owner shall make available at all reasonable times, for inspection, transcription,
excerpting, examination, copying, and audit by the City, the State Auditor General, HUD,
the Comptroller General of the United States, or any of their representatives and
designees, all pertinent books, documents, papers, accounts, reports, files, tenant lists,
applications, leases, waiting lists, income examinations, and other records (hereinafter
referred to as "Records") relating to the project specified herein. Upon request by such
inspecting or auditing entity, a legible copy of all such Records shall be produced by the
Owner at the specified office of, the City, the State Auditor General, or at any other
reasonable location. The original of all such Records shall also be available and
produced for inspection, copying, and audit when needed to verify the authenticity of a
COPY.
6. Breach. The Owner and NAC covenant and agree to inform the City by written notice of
any breach of the Owner's or NAC's obligations hereunder within five (5) business days of first
discovering any such breach. Violations shall be cured within the deadlines described in
Paragraph 7 below. If any such breach is not corrected to the satisfaction of the City within the
cure period, the City may, without further notice, declare a default under these Deed Restrictions,
and the City may apply to any court, state or federal, for any of the remedies described in
Paragraph 7 of these Deed Restrictions.
7. Remedies. In the event that Owner or NAC breaches any warranty, covenant, obligation,
or duty set forth in these Deed Restrictions or the Deed of Trust, and if such breach remains
uncured for a period of ninety (90) calendar days after notice thereof by the City, the City shall
be entitled to any or all of the remedies described below:
a. If the City determines that the Owner or NAC has taken and diligently, continually, and
in good faith continues corrective action and that the breach cannot be corrected within
the 90 -day cure period, the City may, in its sole discretion, allow the Owner or NAC such
additional time as may be reasonably necessary to cure the breach. In the event of an
uncured breach the City may: demand return of the NSP Award provided by the City to
the Project, plus interest at the default rate described in the City Loan Documents; resort
to any court having jurisdiction of the subject matter for specific performance of these
Deed Restrictions or for an injunction against any violation of these Deed Restrictions;
demand an accounting of Owner or NAC; appoint a receiver to take over and operate the
Project in accordance with the term& of these Deed Restrictions, the City Loan
Documents, and the NSP requirements; or initiate foreclosure proceedings under the
Collateral Assignment.
b. Upon a recapture of any of the NSP Award or a foreclosure or deed in lieu of foreclosure
of the Deed of Trust, the Affordability Period shall be automatically terminated.
c. The City shall be entitled to reimbursement of reasonable attorneys' fees and all costs
incurred in any judicial action in which the City shall prevail.
8. Covenants Run with the Land; Successors Bound Thereby
a. Upon execution and delivery by the Owner and NAC, the Owner shall cause these Deed
Restrictions and all amendments and exhibits hereto to be recorded and filed in the
official records of the Maricopa County, Arizona Recorder's Office ("Official Records"),
and pay all fees and charges incurred in conjunction therewith.
b. The Owner and NAC intend, declare and covenant, on behalf of themselves and all future
owners and operators of the Project and land upon which the Project is constructed that,
during the Affordability Period, all of the covenants and restrictions set forth in these
Deed Restrictions regulating and restricting the use, occupancy and transfer of the
Project: (i) shall be and are covenants running with the Project, encumbering the Project
and land upon which the Project sits for the term of these Deed Restrictions, and are
binding upon the Owner's successors in title and all subsequent owners and operators of
the Project and the land upon which the Project sits; (ii) are not merely personal
covenants of the Owner and NAC; and, (iii) shall bind the Owner and NAC (and the
benefits shall inure to the City and any tenant of a Project unit) and its and their
respective successors and assigns.
9. Subordination. Except for any permitted encumbrances identified in the City Loan
Documents or except those approved in writing by the City or those in any intercreditor and
subordination agreement or similar agreement executed by and between the City and a Project
lender, the Owner and NAC warrant that they have not and will not execute any other agreement,
lien or security interest, or otherwise become a party to such an agreement, lien or security
interest with provisions contradictory to, or in opposition to, the provisions of these Deed
Restrictions, and that in any event, the requirements of these Deed Restrictions are paramount
and controlling as to the rights and obligations herein set forth and supersede the requirements
and conflicts contained in any other agreement. In the event of a conflict between the provisions
of these Deed Restrictions and the Loan Documents, the provisions of the Loan Documents shall
control.
10. Amendment. No amendment to these Deed Restrictions may be made without the prior
written approval of the City, and all amendments shall be recorded in the Official Records. The
Owner and NAC hereby expressly agrees to enter into all amendments hereto which, in the
opinion of the City, are reasonably necessary or desirable to correct factual errors or for
maintaining compliance with program requirements.
11. Severability. The invalidity of any clause, part or provision of these Deed Restrictions
shall not affect the validity of the remaining portions thereof.
12. Notices. All notices to be given pursuant to these Deed Restrictions shall be in writing
and shall be deemed given when mailed by certified or registered mail, return receipt requested,
to the parties hereto at the addresses set forth below, or to such other place as a party may from
time to time designate in writing.
To the City: City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
To NAC: Native American Connections, Inc.
4520 N. Central Avenue, Suite 600
Phoenix, AZ 85012
Attention: Joe Keeper
To the Owner: Landmark Senior Living, LP
c/o Native American Connections, Inc.
4520 N. Central Avenue, Suite 600
Phoenix, AZ 85012
Attention: Director of Real Estate Services
With a Copy To: NEF Assignment Corporation
10 S. Riverside Plaza, Suite 1700
Chicago, IL 60606
Attn: General Counsel
SIGNATURES APPEARS ON THE FOLLOWING PAGES
J � �
This Rider to Collateral Assignment of Beneficial Interest Under Deed of Trust —
Neighborhood Stabilization Program Deed Restrictions is dated this ~day of December, 2015.
OWNER:
LANDMARK SENIOR LIVING, LP, an
Arizona limited partnership
By: Landmark Senior Living, LLC, an
Arizona limited liability company
Its: General Partner
By: Native American Connections, Inc., an
Arizona nonprofit corporation
Its: Sole member
By:
Diana Yazzie-Devine
President & CEO
STATE of ARIZONA )
)ss:
COUNTY of MARICOPA )
On the g day of December, 2015, personally appeared Diana Yazzie-Devine, President
and Chief Executive Officer for Native American Connections, Inc., an Arizona nonprofit
corporation, the sole member of Landmark Senior >v g, LLC, an Arizona limited liability
company, the general partner of Landmark Senior L' ing, P, an Arizona limited partnership.
wo.
Notary Public
DAVINA L HASKINS
My commission expires: mQd 2'm NOTARY PUBLIC, ARIZONA
v t MARICOPA COUNTY
My Commission Expires
•
19u ' May 2, 2019
STATE of ARIZONA
)ss:
COUNTY of MARICOPA
On the K day of December, 2015, persona:
and Chief Executive Officer for Native America
corporation. /
N
My commission expires:%O' O 2, ZV i /
NAC:
NATIVE AMERICAN CONNECTIONS,
INC., Arizona an nonprofit corporation
12—
By: —zu—' -
Diana Yazzie-Devine
President & CEO
d Diana Yazzie-Devine, President
ions, Inc., an Arizona nonprofit
s+r
DAVINA L HASKINS
NOTARY PUBLIC, ARIZONA
'A
MARICOPA COUNTY
d, » ' .�
My Commission Expires
• ,s,a •
May 2, 2019