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HomeMy WebLinkAboutContracts & Agreements_199-2023RECORDING REQUESTED BY City of Redlands AND WHEN RECORDED MAIL DOCUMENT TO: NAME STREET ADDRESS CITY, STATE A ZIP CODE City Clerk's Office 35 Cajon Street Redlands, CA 92373 0 Electronically Recorded in Official Records San Bernardino County Assessor -Recorder -County Clerk DOC# 2023-0263573 10/25/2023 Titles: 1 Pages: 12 02:18 PM SAN Fees $0.00 Taxes $0.00 J7289 CA SB2 Fee $0.00 Total $0.00 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 SPACE ABOVE FOR RECORDER'S USE ONLY Agreement Title of Document THIS AREA FOR RECORDER'S USE ONLY THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2023-0263573 Page 2 of 12 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (City of Redlands — Good Nite Inn) 1 I:lcmolAgreementslGood Nite km -Regulatory Agreement-FY22-0233 docx-jm DOC #2023-0263573 Page 3 of 12 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (City of Redlands — Good Nite Inn) This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement"), is dated May , 2022 ("Effective Date"), and is made and recorded by and between the City of Redlands, a political subdivision of the State of California (the "City") and 1675 Industrial Park, LP, a Delaware limited partnership and its successors, assigns and transferees (the "Owner") (jointly referred to herein as "Declarants") RECITALS A. Capitalized terms used but not defined in these recitals are as defined in Article I of this Agreement. B. The Department of Housing and Community Development ("HCD") issued a Notice of Funding Availability ("NOFA") for the Homekey Program, established by California Health and Safety Code Section 50675.1.1 (the "Homekey Program"), on September 9, 2021 and amended it on January 14, 2022. The NOFA incorporates by reference the MHP, as well as the MHP Final Guidelines ("MHP Guidelines"), dated June 19, 2019, both as amended and in effect from time to time. in addition, the NOFA states that Homekey grant funds are derived primarily from the state's direct allocation of the federal Coronavirus State Fiscal Recovery Fund ("CSFRF"), which was established by the American Rescue Plan Act of 2021 ("ARPA") (Pub.L. No. 117-2). Additional funding is derived from the state's General Fund. C. The Owner has acquired title to and owns that certain real property located at 1675 Industrial Park Avenue, in the City of Redlands, County of San Bernardino, as further described on the attached Exhibit A incorporated herein (the "Property"). As of the date of acquisition, the Property is improved with a ninety-eight (98) unit hotel and one manager's unit (the "Improvements"). The Property and Improvements are referred to in this Agreement as the "Development". D. The Owner acquired the Development with funds from the California Department of Housing and Community Development ("HCD") pursuant to the Homekey Program established by California Health and Safety Code Section 50675.1.1 (the "Homekey Program"). and the related Standard Agreement No. 2I -HIS-17166 between the Declarants and HCD dated May 24, 2022 (the "Standard Agreement", E. The Owner intends to use the Development as Permanent Housing. This Agreement is being recorded pursuant to HCD's request that the City record a fifty-five (55) year use restriction against the Owner's fee title to the Development. NOW, THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference, and the covenants and promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Declarants declare as follows: S-1 [:letnolAgreementslGood Nitclnn-ReguiaXoryAgreement-FY22-0238.doex jm DOC #2023-0263573 Page 4 of 12 ARTICLE 1 DEFINITIONS Section 1.1 Definitions. When used in this Agreement, the following terms have the following meanings: (a) "30% AMI Household" means a household whose Adjusted Income does not exceed 30% of Area Median Income. (b) household. "Actual Household Size" means the actual number of persons in the applicable (c} "Adjusted Income" means with respect to the household occupying a Unit, the income from all persons in the household including nonrelated individuals, calculated using the methods to calculate income adopted by HCD in accordance with the Homekey Program. (d) "Area Median Income" means the median gross yearly income, adjusted for Actual Household Size as specified herein, in the City of Redlands, California as published from time to time by HUD. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide other income determinations that are reasonably similar with respect to methods of calculation to those previously published by HUD. (e) "At Risk of Homelessness Household" means an individual or household that is at risk of homelessness, as defined in Section 578.3 of Title 24 of the Code of Federal Regulation. (f) "Chronically Homeless Household" means an individual or household that is chronically homeless as defined in accordance with Part 578.3 of Title 24 of the Code of Federal Regulations. (g) "Homeless" means individuals and families who are experiencing homelessness, as defined in Section 578.3 of Title 24 of the Code of Federal Regulations. (h) "HUD" means the United States Department of Housing and Urban Development, (i) "Permanent Housing" means housing, dwellings, or other living accommodations where the landlord does not limit the tenant's length of stay or restrict the tenant's movements and where the tenant has a lease and is subject to the rights and responsibilities of tenancy under California Civil Code Section 1940. (j} "Term" means the term of this Agreement which commences as of the Effective Date of this Agreement, and ends fifty-five (55) years thereafter. (k) "Unit" or "Door" means one or all of ninety-eight (98) units in the Development. The manager units at the Development is not considered a Unit. S-2 I:lcmo\Agreements\Good Nite Inn -Regulatory Agreement-FY22-O23$_d❑cx jm DOC #2023-0263573 Page 5 of 12 ARTICLE 2 AFFORDABILITY AND OCCUPANCY COVENANTS Section 2.1 Occupancy Requirements. During the Term, ninety-eight (98) units in the Development will be occupied by, or, if vacant, available for occupancy by, At Risk of Homelessness Households or Chronically Homeless Households. Owner shall ensure that at least twenty-five (25) percent of the Development's units are restricted to occupancy by the Chronically Homeless and at least fifty (50) percent of the Development's units are restricted to occupancy by the Homeless, as further demonstrated in Exhibit B incorporated herein. Section 2.2 Accessibility. The Development will be operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of the Standard Agreement. ARTICLE 3 OPERATION OF THE DEVELOPMENT Section 3.1 Management Responsibility. The Owner is responsible for all management functions with respect to the Development. The City shall have no responsibility over management of the Development. Owner shall retain a professional property management company, approved by the City in its reasonable discretion, to perform its management duties hereunder. Owner shall cause the Development to be managed by an experienced management agent with an ability to operate residential facilities like the Development in a manner that will provide decent, safe, and sanitary housing. The City hereby approves of Step Up on Second Street, Inc., a California nonprofit public benefit corporation, as the initial management agent for the Development. Section 3.2 Compliance with Laws. (a) There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, source of income (e.g., SSI), disability, ancestry, age, or military and veteran status, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall Owner or any person claiming under or through the Owner, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of residents, lessees, sublessees, subtenants, or vendees of any Unit or in connection with the employment of persons for the construction, operation and management of any Unit. Owner shall, to the extent applicable, comply with Executive Orders 11246, 11375, 11625, 12138, 12431, 12250, 13672, Title VII of the Civil Rights Act of 1964, the California Fair Housing and Employment Act and other applicable Federal, State and City laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. All deeds, leases or contracts made or entered into by Owner as to the Units or the Development or portion thereof, shall contain covenants concerning discrimination as prescribed by the Disposition Agreement S-3 I: Icmo\Agiee«,ents\Good Nite Inn -Regulatory Agreement-FY22-0238.docx-jm DOC #2023-0263573 Page 6 of 12 Notwithstanding anything to the contrary, with respect to familial status, the above should not be construed to apply to housing for older persons as defined in Section 12955.9 of the Government Code and other applicable sections of the Civil Code as identified in Health and Safety Code Section 33050(b). (b) Owner shall not discriminate against any applicants for tenancy or program participation on the basis of source of income or rent payment (for example, without limitation, Temporary Assistance for Needy Families (TANF) or Section 8). (c) Owner shall comply with all applicable laws affecting the Development. Section 3.3 Covenants to Run With the Land. The Declarants hereby declare their express intent that the provisions of this Agreement shall run with the land and shall bind all successors in title to the Development; provided, however, that on the expiration of the Term, said covenants and restrictions expire. Section 3.4 Enforcement by the City. If the Owner fails to perform any obligation under this Agreement, and fails to cure the default within ninety (90) days after the City provided notice in writing of the default or, if the default cannot be cured within ninety (90) days, the City shall have the right to enforce this Agreement by any remedy provided by law; including but not limited to an action at law or equity to compel Owner's performance of its obligations hereunder, and/or for damages. ARTICLE 4 MISCELLANEOUS Section 4.1 Governing Law. This Agreement is governed by the laws of the State of California. Section 4.2 Waiver of Requirements. Any of the requirements of this Agreement may be expressly waived by the City in writing, but no waiver by the City of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement. Section 4.3 Recording and Filing. The City and Owner shall cause this Agreement, and all amendments and supplements to it, to be recorded against the Property in the Official Records of the City of Redlands. Section 4.4 Amendments. This Agreement may be amended only by a written instrument duly recorded in the Official Records of the City of Redlands. S-4 I:\cmo\Agreements\Good Nile Inn -Regulatory Agreement-FY22-0238.docx-jm ❑OC #2023-0263573 Page 7 of 12 Section 4.5 Subordination. This Agreement shall be recorded in first lien position and shall not be subordinated to any lien or encumbrance proposed to be recorded against the Property. Section 4.6 Notice. All notices given or certificates delivered under this Agreement shall be in writing and be deemed received on the delivery or refusal date shown on the delivery receipt, if: (a) personally delivered by a commercial service which furnishes signed receipts of delivery; or (b) mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: City: Owner: City of Redlands ATTN: City Clerk P.O. Box 3005 35 Cajon Street, Ste. 200 Redlands, CA 92373 1675 Industrial Park, LP clo Shangri-La Industries, LLC 660 South Figueroa Street, Suite 1888 Los Angeles, CA 90017-3433 Attn: Andrew Meyers, President Section 4.7 Third Party Beneficiaries. The Declarants acknowledge and agree that the Department of Housing and Community Development is an express third party beneficiary of this Agreement, that the Department has made the Grant in reliance on this Agreement, and that the Department has a direct right of enforcement against the Declarants in the event of the Declarants' breach, default, or other non-compliance under this Agreement, which right is exercisable in the Department's sole and absolute discretion. Section 4.8 Hold Harmless. Owner will indemnify and hold harmless (without limit as to amount) the City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of, or relating in any manner to the Development, or the Owner's performance or non- performance under this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent caused by the gross negligence or willful misconduct of the City or any Indemnitees. The provisions of this section shall survive expiration or other termination of this Agreement and the provisions of this section shall remain in full force and effect. S-5 I: lcmolAgreemeats\Good Nite Inn -Regulatory Agreement-FY22-0238.dacx jm DOC #2023-0263573 Page 8 of 12 Section 4.9 Term. The provisions of this Agreement shall apply to the Development for the entire Term. WHEREAS, this Agreement has been entered into by the undersigned as of the date first written above. ATTEST: CITY: CITY OF Redlands, a political subdivision of the State of California T By: Name: Eddie Teieda Its: Mayor e Donaldson, City Clerk OWNER: 1675 Industrial Park, LP, a Delaware limited partnership By: � Andrew A•ev, s A4LI- waJaI Name: Its: ALAe d S °yt16+o' S-6 1:lcmolAgreements\Good Nite Inn -Regulatory Agreement-FY22-0238.doox jm DOC #2023-0263573 Page 9 of 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ...,.. •�,..,.::.;t: �c`.i-G�t;.=�,-�f � '.f'.,.:;.C'.C,�'N` �f�:t:..:i'£:•: .�:;t:s_.......�:Y i Y`i:''iti: Fl. (:A =:-:SAC:iLti:£`S-Y:4"�:f'1'.LSaSd.'.ZS.i:C.�^'.'viY;i=fit�C'1_Ci�C:t'te'r;f'^ s 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 7640 ieruird i ono itit-LAJA+Sf 14 j 7423 before me, �t cu5 K/A71 r 12viiv1 Date Here Insert Name and Title/the Officer Names) of Signer(s) •J who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) +stare subscribed to the within instrument and acknowledged to me that hc-felieWthey executed the same m hisfherftheir authorized capacity(es), and that by Ns/her/their signature(on he 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. JENHIFER MACIAS Notary Public - California San Bernardino County Commission N 2388813 My Comm. Expires Dec 31. 2025 Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL nature of Notary Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Narned Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _ H Corporate Officer — Title(s): E Partner — ❑ Limited ❑ General CI Individual Cl Attorney in Fact L Trustee ❑ Guardian or Conservator ❑ Other: - Signer Is Representing: Number of Pages: Signer's Name: Corporate Officer — Title(s): LJ Partner — 0 Limited ❑ General ❑ Individual ❑ Attorney in Fact El Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: -.i:•.�:,{: �'�:;':.i;4Z�:'.G.'c:.':[':;"�%:,ti'..`�.0 `C.C'L::'L.t-:Gi; {�C; Li�,{'{'=•�.tiL'L:L`L�Z",Y.iLrY�C.CS%Ch>G-C�F7C:4t.d: G?LG`C_�.'Z-G'L_-.�rC"ti-�ti7Co-L{....�S17L'G`�.4^Cs:'�"v`Y-Lti'.ti-Z.C7[ ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 personally appeared 'Teal td DOC #2023-0263573 Page 10 of 12 ACKNOWLEDGMENT 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 Los Angeles on 8/16/2023 ) before me, Matt Modrzejewski, Notary Public (insert name and title of the officer) personally appeared Andrew Meyers Abdul-Wahab 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 hislherltheir signature(s) an the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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) MATT M0OR2f,JE's'SKI Notsry Public • Cilffornfa Las Antrfes County Commission y 236424 r My Comm. Experts Jul 5, 2023 ❑OC #2023-0263573 Page 11 of 12 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 2 IN BLOCK 1 OF HENRY L. WILLIAMS TRACT, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNAR.DINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGE 17 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE; BEGINNING AT THE NORTHWEST CORNER OF LOT 2; THENCE ALONG THE WEST LINE, SOUTH 0° 25' 34" EAST, 198.80 FEET; THENCE NORTH 89° 34' 16" EAST, 469.83 FEET; THENCE ALONG A TANGENT CURVE SOUTHWESTERLY, WITH A RADIUS OF 370.00 FEET THROUGH AN ANGLE OF 30° 55' 23", 199.69 FEET TO THE EAST LINE, DISTANT ALONG SAID EAST LINE SOUTH 0° 25' 29" EAST, 45.67 FEET FROM A 1-INCH IRON PIPE MARKING THE SOUTHEAST CORNER OF THE NORTH 206.00 FEET ON THE EAST 95.00 FEET. EXCEPT THE EAST 475.00 FEET OF SAID LAND, BEING MEASURED AT RIGHT ANGLES TO AN PARALLEL WITH THE EAST LINE OF LOT 2. APN: 0292-063-38 A-1 DOC #2023-0263573 Page 12 of 12 EXHIBIT B OCCUPANCY REQUIREMENTS Redlands Good Nite Inn 1675 Industrial Park Ave Redlands, CA 92374 County of San Bernardino Assessor Parcel Number (APN): 0292-063-38 # of Bedrooms Units Non- Hornekey Units Homekey- Assisted Units AMI Income Limit Restriction to Subset of Target Population Manager Unit 1 0 1 N/A N/A 0 (Studio) 37 0 37 30% At -Risk of Homelessness 0 (Studio) 25 0 25 30°0 Chronicali1 Homeless 0 (Studio) 36 0 36 30% NIA Totals_ 99 1 0 99 B-1