15-0701_MILLENNIUM HOUSING, LLC._Asgn Assum and Mod Agr 2015000396764 Recorded in Official Records, Orange County
RECORDING REQUESTEDBYHugh Nguyen, Clerk-Recorder
I 111II IIIIIIIIIIIIIII11III I 11111111111 li II 11111111111111111111FIRSTAMERICAN TITLE INSURANCE CO. NO FEE
NATIONAL COMMERCIAL SERVICES * $ R o z 5 4 z
RECORDING REQUESTED BY AND } 201500039676412:35 pm 07130115
WHEN RECORDED MAIL TO: ) 0. 401 M15 9
) 0.00 0.00 0.00 0.00 24.00 0.00 0.00 0.00
Preston F. Olsen, Esq. )
Ballard Spahr LLP )
201 S. Main St., Suite 800 )
Salt Lake City, UT 84111-2221 )
NC6 --710074-SR l
This document is recorded for the benefit of the City of San Juan Capistrano, and the
recording is fee-exempt under Section 27383 of the Government Code.
ASSIGNMENT,ASSUMPTION AND MODIFICATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (this
"Agreement") is made this 30th day of July, 2015, by and among Millennium Housing
Corporation, a California nonprofit public benefit corporation (the "Assignor"), Millennium
Housing, LLC, a California limited liability company (together with its successors and assigns,
"Assignee"), and the City of San Juan Capistrano (the"City").
RECITALS:
WHEREAS, the Independent Cities Finance Authority, a joint powers authority
organized and existing under the laws of the State of California (formerly known as the
Independent Cities Lease Finance Authority) (the "Authority"), previously issued its Mobile
Home Park Revenue Bonds (San Juan Mobile Estates) Series 2006A, its Mobile Horne Park
Subordinate Revenue Bonds (San Juan Mobile Estates) Series 2006B and its Mobile Home Park ;
Subordinate Revenue Bonds (San Juan Mobile Estates) Taxable Series 2006C (collectively, the
"Prior Bonds") pursuant to an Indenture of Trust, dated as of May 1, 2006, between the
Authority and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.),
as trustee, and loaned the proceeds of the Prior Bonds to Assignor, in order to provide financing
with respect to the acquisition and improvement of a mobilehome park with 312 total spaces
known as San Juan Mobile Estates located on certain real property in the City more particularly
described in Exhibit A attached hereto (the"Project"); and
WHEREAS, in connection with the issuance of the Prior Bonds, the Assignor entered
into a Supplemental Regulatory Agreement and Declaration of Restrictive Covenants dated as of
May 1, 2006, filed in the records of Orange County, California on the 1st day of June, 2006 as
Instrument No. 2006-000368544 (the "Supplemental Regulatory Agreement"), with the City
whereby the Assignor agreed to restrict the use of the Project; and
WHEREAS, on the date hereof, the Authority is issuing its $37,235,000 Mobile Home
Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015 (the "Refunding Bonds")
and loaning the proceeds thereof to Assignee to, among other things, refund in full the Prior
Bonds;
WHEREAS, in connection with the refunding of the Prior Bonds with the proceeds of the
Refunding Bonds, the Project is being transferred by Assignor to Assignee;
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DMWEST 912114538 v4
WHEREAS, Assignor and Assignee have requested that the City enter into this
Agreement to assign the Supplemental Regulatory Agreement to Assignee and to modify the
Supplemental Regulatory Agreement as set forth herein.
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree and consent as follows:
1. Transfer of Project. On the date hereof, Assignor is transferring its interest in the
Project to Assignee. The City hereby consents to the transfer of the Project to Assignee and
agrees that, notwithstanding anything to the contrary in the Supplemental Regulatory Agreement,
such transfer shall be deemed to be permitted for all purposes under the Supplemental
Regulatory Agreement, including, without limitation, Section 10 of the Supplemental Regulatory
Agreement.
2. Assignment and Assumption. Assignor hereby assigns to Assignee all of
Assignor's right, title and interest in and to the Supplemental Regulatory Agreement. Assignee
hereby assumes any and all obligations of Assignor under the Supplemental Regulatory
Agreement. The City hereby consents to the assignment of the Supplemental Regulatory
Agreement to Assignee.
3. Modification of Supplemental Regulatorygreement.
a. The parties hereto agree that, as of the date hereof, references to Assignor in the
Supplemental Regulatory Agreement shall be deemed to refer instead to
Assignee.
b. On the date hereof, the Authority is issuing its Refunding Bonds and loaning the
proceeds thereof to Assignee to prepay and refund in full the Prior Bonds. The
parties hereto agree that, as of the date hereof, references in the Supplemental
Regulatory Agreement to the Prior Bonds and the loan of the proceeds thereof
shall be deemed to refer instead to the Refunding Bonds and the loan of the
proceeds of the Refunding Bonds.
c. The term "Project Restriction Period" in the Supplemental Regulatory Agreement
is hereby amended to read as follows:
i. "Project Restriction Period"means the period ending on July 30, 2050.
d. For clarification, the term "Closing Date" as used in Section 10(b) of the
Supplemental Regulatory Agreement shall continue to mean June 1, 2006.
4. Representations and Warranties. Assignor represents and warrants that it is duly
authorized to execute and deliver this Agreement, that all necessary consents have been obtained,
that this Agreement is the valid, binding and legally enforceable obligation of Assignor, that
Assignor has not previously assigned any of its rights in the Supplemental Regulatory
Agreement, that the Supplemental Regulatory Agreement remain in full force and effect, and that
no party is currently in default under the Supplemental Regulatory Agreement.
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5. Miscellaneous. This Agreement shall be construed under the law of the State of
California determined without reference to principles of conflicts of law. This Agreement may
not be amended except in a writing signed by all parties. This Agreement may be executed in
counterparts, all of which taken together shall constitute one and the same instrument.
3
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed
this Agreement as of the date and year first above written.
WITNESS:
MILLENNIUM HOUSING CORPORATION, a
California nonprofit public benefit corporation
By: Vl.t
Lorraine M. Carraway, Vice President
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OFLOS A,hqe V5 )
On5�� , 2015, before me, ko-;t Q-r%hQ— �f(cDS'C , a Notary
Public, personally appeared Lorraine M. Carraway, who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that she executed the same in her authorized capacity, and that by her signature on the
instrument the person, or the entity upon behalf of which the person 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. MARIANNE FRosT
Commission# 1986601
r' Notary Public-California
Los Angeles County
M Comm.Ex ires Jul 29.2016
Signature (Seal)
(Assignment, Assumption and Modification Agreement— San Juan Mobile Estates)
S-1
WITNESS:
MILLENNIUM HOUSING, LLC,
a California limited liability company
By: Millennium Housing Corporation,
a California nonprofit public benefit corporation, its
Sole Member
By: b� 1� "k '0'
Lorraine M. Carraway, Vice President
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF Los Anta( S )
On:! . ILA�o , 2015, before me,kAQr tQtNnQ� �rt45T , a Notary F
Public, personally appealed Lorraine M. Carraway, who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that she executed the same in her authorized capacity, and that by her signature on the
instrument the person, or the entity upon behalf of which the person 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.
MARIANNE FROST
WITNESS my hand and official seal. Commission 0 1986601
Notary Public-California �
Los Angeles County
M Comm.Expires Jul 29,2016+ `
Si nature Seal I
(Assignment, Assumption and Modification Agreement—San Juan Mobile Estates)
S-2
WITNESS:
CITY OF SAN JUAN CAPISTRANO, a municipal
corporation
By: d- ' � C""
Derek Reeve, Mayor
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , 2015, before me, , a
Notary Public, personally appeared , 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 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, 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)
(Assignment, Assumption and Modification Agreement—San Juan Mobile Estates)
S-3
PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document,to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Orange ) ss.
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 11.81)
On July 23, 2015, before me, Christy Jakl, Deputy City Clerk, personally appeared
Derek Reeve, Mayor, who proved to me on the basis of satisfactory evidence to the be 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/there signature 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.
(SEAL) r =
WITNESS my hand-arid offidial-seal.
r�
C i sty 7akl;;�e uty -' -• k`
OPTIONAL-
Capacity
PTIONAL Capacity Claimed by Signers Description of Attached Document
Title or Type of Document
Mayor
Assignment,Assumption and Modification Agreement
Title Millennium Housing Corporation
Signer is Representing
City of San Juan Capistrano
EXHIBIT A
LEGAL DESCRIPTION
DMWEST#12114538 v4 A-1
Exhibit "A"
Legal Description
Real property In the City of San Juan Capistrano, County of Orange, State of California, described as
follows:
PARCEL 3 OF PARCEL MAPS, IN THE CITY OF SAN JUAN CAPISTRANO,COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP FILED IN BOOK 62, PAGE 19 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
SAID LAND IS ALSO BEING A PORTION OF THE FOLLOWING DESCRIBED PARCELS "A"AND "B".
PARCEL A:
BEING THOSE PORTIONS OF LOTS 60, 61 AND 62 OF TRACT NO. 103, IN THE CITY OF SAN JUAN
CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11,
PAGES 29 THROUGH 33 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 61, LYING NORTH 21° 40'07"
EAST 4.78 FEET FROM THE WESTERLY CORNER OF SAID LOT 61; THENCE NORTH 89° 58' 18" EAST
564.75 FEET TO THE WESTERLY LINE OF THE LAND DESCRIBED AS PARCEL 101, IN THE DEED TO THE
ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED JUNE 28, 1963 IN BOOK 6609, PAGE 371 OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID WESTERLY LINE, SOUTH 30 04'46" WEST
1045.00 FEET TO A POINT LYING NORTH 30 04'46" EAST 583.39 FEET FROM THE SOUTHERLY LINE OF
SAID LOT 62; THENCE SOUTH 890 58' 18" WEST 548.34 FEET; THENCE NORTH 440 01' 54" WEST
687.07 FEET TO THE NORTHWESTERLY LINE OF SAID LOT 62; THENCE ALONG SAID LAST MENTIONED
NORTHWESTERLY LINE, NORTH
420 14'44" EAST 743.84 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 62; THENCE ALONG SAID
NORTHEASTERLY LINE, SOUTH 700 07'46" EAST 16.40 FEET TO SAID NORTHWESTERLY LINE OF LOT
61; THENCE ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, NORTH 210 40'07" EAST 4.78
FEET TO THE POINT OF BEGINNING.
PARCEL B:
BEING THOSE PORTIONS OF LOTS 60 AND 62 OF TRACT NO. 103, IN THE CITY OF SAN JUAN
CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11,
PAGES 29 THROUGH 33 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE LAND DESCRIBED AS PARCEL 101,
IN THE DEED TO ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED JUNE 28, 1963 IN BOOK
6609, PAGE 371 OF OFFICIAL RECORDS OF SAID COUNTY, WITH THE SOUTHERLY LINE OF SAID LOT
62; THENCE ALONG SAID WESTERLY LINE, NORTH 30 04'46" EAST 583.39 FEET; THENCE SOUTH 890
58' 18" WEST 548.34 FEET; THENCE NORTH 440 01'54" WEST 687.07 FEET TO THE NORTHWESTERLY
LINE OF SAID LOT 62; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 420 14'44" WEST,290.73
FEET AND SOUTH 360 58' 16" WEST 302.19 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 62;
THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 440 01' 54" EAST 862.34 FEET TO SAID
SOUTHERLY LINE;
THENCE ALONG SAID SOUTHERLY LINE, NORTH 890 58' 18" EAST 772.38 FEET TO THE POINT OF
BEGINNING.
APN: 121-171-29 and 121-171-30
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