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Home My WebLink AboutOPS Villas LPE stop pel CertificateCiiI m FRESNO Ens Eaxs rmim(owmo9 ESTOPPEL CERTIFICATE TINS ESTOPPEL CERT CATE (this "Certificate") is entered inm as ofJune 20.2008 by Ne CITY OF FRESNO, a municipal coMmaoan of the State of California (the RECITALS A. ON Villas, LP.. a C"cannia limited partnership (the "Partnership") is the owner of attain real property laatad in Fresno, California upon which the Partnership has constructed 65 apartment units commanly known as Oak Pink Senior Villas (We "Oevelopmem"). B. The City and the Partnership entered into that certain HOME Investment Partnerships Pmgr2m Agreement duet AP6I 3, 2009, as amended (the "Loan Agreement'), providing for an nation] loan of HOME funds to the Pannemlop in the amount of $3,910,000 obe On November 27.2M7. the City approved an additional loan of HOME funds in Ne amount of $995,1100 ("Additional Loan"). The Laen Agreemem arM all documents evidencing or securing We Laan, including, without amirsion, that contain Does] of Trost with Assigmaat of Rents decd April 3, 2009 and recorded in the office of the Fresno County Recorder on May 24, 2009 as Dacunnm No. 2009-OI02413 and Amendment I dined December 5, 2009 (including, without fimitatiom any Instruments W evidence We ranking of the Loan and Additional Loan), are collectively refntrd to herein as the "Loan Davmrnts." C. TTe Partnership is comprised of OPS Villas, LLC and Central Valley Coalition for Affordable Housing. as the general partners (collectively the "General Palmer"), and Centerline Credit EMamed Palmers LP - Series L, a Delaware limited liability company, ("Centedine U") and Centerline Credit Enhanced SLP LLC - Series L, a Delaware limited liability company ("Centedive SLP"), a, Ne sole suited paMers (Centerline LP and Centerline SLP are sometimes collectively referred to herein as "Centerline"), pursuant to that certain Amended and Restated Agreemnm of Undted Partnership, dated as of August 1, 2009 (the "Partnership Agreement'). Pontoon to a Contribution Agreement of even date with the Partnership Agreement (the "Contribution Agreement"), upon satisfaction of certain conditions including Ne delivery of this Certificate, Centerline LP will make certain capital contributions to the Partnership which will be used for construction of the Development aml other purposes. D. In executing this Certificate, Ne. City uvdemnnds and acknowledges tam Centerline t3 will be relying upon Ore automation and the representations and wamamies contrained herein in agreeing to make the capital contributions to the Pammership. E. A.s of We date hereof, the Principal balance due on the loan and Additional loan is $4,885,000. NOW in wnaidemtion of the foregoing recitals, and for other gut and valuable consideration, Ne receipt and sufficiency of which are hereby acknowledged, the City certifies and agree as of Ne dam of this Certificate as follows: I. Laaa Decanters in Full Force and Effect The Loan Documents are N ME force W effect and have not been amended or modified. Older Nan the Loan Documents Were are no tmu,us_s 0 nausea 1 other documents, agreements or instruments evidencing the provision of the Ioav to Ne Partnership from the City. 2. CenuaLis. The City hereby acknowledges receipt of the Partnership Agreement 3. No @fault. The City has not given any notice of default under the Tuan Docmnrnt to the Partnership or the General Partner and. to the but of the City's knowledge, without independent investigation, no event or circumstance presently exists which, with giving a notice or the passage of time, or both, would constitute a default by the Partnership under the Lona Document. A. Assignment Without the consent otthe City, Centerline LP and Centerline SLP sha0 have the right to assign their interests as limited partners in the Partnership to an entity which is controlled by Centerline Capital Group Inc. or is under common control with Centerline Capital Group Inc. 5. Removal of General Penny. Without the consent of the City, Cumulate SIT shall have the right to remove the General Partner of the Partnership, and substitute Centerline SIT or an affiliate of Centerline SLP as a general partner of the Partnership pursuant to the Partnnship Agreement 6. Notice of RfauR. The City shall Rive Centerline SU notice of any default under the Iran Document at the following address: C/o Centerline Capital Group Inc. 625 Madison Avenue New York, New York IM22 Ann: Andrew J. Well ]. rentertine CenterlineSLP Cum Right . Notwithstanding anything tithe contrary contained in the Loan Documents, prior to declining any default or taking any remedy petmited under We Loan Document or applicable law baud upon an alleged default under the loan Documents, Camedine SLP shall have a period of not less than thirty (30) days m cure such alleged default; provided. however, if in order to care such default Centerline SIP rearmaddy believes then it must remove da General Panner purento to the provisions contained in the Partnership Agreement, Centerline SLP shall so notify the City, and so long as Centerline SIP is diligently attempting to so remove the General Palmer, Centerline SIP shell have until the dale thirty (30) days after the effective date of the removal of the General Partner or Genemt Pa leers t0 cure such default 8. Governing law. Pus Certificate shall be govern xi by and comwed as accordance wit California law. 9. Conflicts lntheeventofanycod ctoriocomistencybwwunthetermsofthis Certificate and any of the loan Document, the Loam Documents shall prevail. moa4us aatrorttw.i NOW THEREFORE, the City has executed this Certificate az of the date first set forth above. C tv CITY OF FRESNO, A Municipal Corporation By: au-( \ Andrew T. Souza City Manger APPROVED AS TO FORM: JAMES SAN(=. City Attorney eppry'Assistaot City Allomey ATTEST: REBECCA E. RUSCH, City Cleh UGALne_a 0 mwsaw.i AcItnowlded by P ershia: OPS VILLAS, LP.; a California limitd panncmhip By: CENTRAL VALLEY COALITION FOR AFFORDABLE HOUSING. a California nonprofit Public benefit corpomtion, its Managing General Panner By. Christina Alley CEO By: OPS VILLAS, LLC, a "itorala limited liability company, its Co -General Panner By: Name: K. Gree Comstock Title: Member �ua_eaxnasm.i