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HomeMy WebLinkAboutContracts & Agreements_43-2024RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Redlands P. O. Box 3005 Redlands, CA 92373 Electronically Recorded in Official Records San Bernardino County Assessor -Recorder -County Clerk DOC# 2024-0065555 03/22/2024 Titles: 1 Pages: 18 10:26 AM SAN T1585 Fees Taxes CA SB2 Fee Total $0.00 $0.00 $0.00 $0.00 SPACE ABOVE LINE FOR RECORDER'S USE ONLY EXEMPT FROM RECORDING FEES (GOVT. CODE § 27383) NO DOCUMENTARY TRANSFER TAX (R&T CODE § 11922) APN: 0167-171-04-0000, 0167-171-05-0000, AND 0167-171-06-0000 CITY OF REDLANDS AFFORDABLE HOUSING COVENANT AND REGULATORY AGREEMENT (DENSITY BONUS & INCLUSIONARY HOUSING FOR LUGONIA VILLAGE) This Affordable Housing Covenant and Regulatory Agreement ("Agreement") is entered into as of this gig day of MA(ZCtit , 2024, by and between the City of Redlands, a California municipal corporation ("City"), and Redlands Summit, LLC, a California limited liability company ("Developer"). City and Developer are each sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS A. Developer is the owner of approximately 24.24 acres of real property, comprising of four separate parcels located at the northwest corner of West Lugonia Avenue and Karon Street (APNs: 0167-171-04-0000, 0167-171-05-0000, and 0167-171-06-0000), in Redlands, California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Property"). B. Developer is constructing a multi -family residential housing project on the Property, comprising of four hundred fifty-one (451) apartment units ("Apartment Units"), seventy-two (72) townhome units ("Townhome Units"), and eighteen (18) single family residences ("SFR Units"), for a total of five hundred forty-one (541) residential units (the "Project"), as more particularly described in the following Application Numbers: General Plan Amendment No. 143, Zone Change No. 469, Specific Plan No. 40 Amendment No. 48, Tentative Tract Map Nos. 20490 and 20491, Tentative Parcel Map No. 20469, and Commission Review and Approval Nos. 940 and 941 (collectively, the "Project Applications"). C. In connection with the Project, Developer proposes to restrict a total of five percent (5%) of the total units in the Project to Very Low Income Households for an Affordable Rent to be eligible for the benefits of this Agreement, as further specified herein. 1 17942.00155\41957060.1 DOC #2024-0065555 Page 2 of 18 D. Provided that Developer complies with all of the requirements of the California Density Bonus Law (Government Code Section 65915, et seq.), and Chapter 18.228 of the Redlands Municipal Code, Developer is eligible to obtain a density bonus, incentives and concessions, or waivers, as authorized by law. Accordingly, City desires to enter into this Agreement in accordance with California law and the Redlands Municipal Code. E. The requirements of this Agreement are also intended to satisfy the requirements of the Inclusionary Housing Ordinance in Chapter 18.230 of the Redlands Municipal Code. Developer agrees and understands that the affordability covenants set forth in this Agreement shall be enforceable under the Density Bonus Law and the Inclusionary Housing Ordinance, and that the terms and conditions set forth in this Agreement are subject to compliance with the Density Bonus Law and the Inclusionary Housing Ordinance. F. For purposes of complying with the Density Bonus Law, and the Redlands Municipal Code, and facilitating development of affordable housing within the City, City agrees to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT 1. Recitals. The foregoing recitals are true and correct, and are incorporated herein as a substantive part of this Agreement. 2. Definitions. The following terms when used in this Agreement shall have the meanings ascribed to them: (a) "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). (b) "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement, and which shall not exceed the amount of Affordable Rent authorized by California Health and Safety Code Section 50053 and pursuant to implementing regulations published by the California Department of Housing and Community Development, as determined from the Median Income for San Bernardino, as defined below. The Affordable Rent shall include a reasonable utility allowance for utilities paid by the household, which shall be updated no less than annually, based on the amount published by the Housing Authority for the County of San Bernardino for the applicable year. (c) "Affordable Unit" means a unit restricted for occupancy by a Qualifying Household at an Affordable Rent. 2 17942.00155\41957060.1 DOC #2024-0065555 Page 3 of 18 65915, et seq. (d) "Density Bonus Law" means California Government Code section (e) "Household" means all persons residing in a Unit. (t) Code Chapter 18.230. "Inclusionary Housing Ordinance" means Redlands Municipal (g) "Median Income" means the San Bernardino County, California area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code Section 50052.5(h), as periodically published by California Department of Housing and Community Development . (h) "Monthly Rent" means the total of monthly payments for: (a) use and occupancy of each Affordable Unit and land and facilities associated therewith; (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees; (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, to the extent applicable and charged to tenant; and, (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. (i) "Project" means that certain affordable residential development as more particularly described in Recital B and Section 2 of this Agreement. (j) "Qualifying Household" means a household whose income does not exceed the maximum income allowable for a Very Low Income Household. (k) "Site Plan" shall mean the drawings, maps, and depictions set forth in Exhibit B, and approved by the City, which is attached hereto and incorporated herein by reference. The Site Plan shall conform to the Inclusionary Housing Plan submitted by Developer as required under the Inclusionary Housing Ordinance. (1) "Very -Low Income Household" means a household with income that does not exceed fifty percent (50%) of the area median income for the City of Redlands, adjusted for family size appropriate for the unit, as may be updated by the State of California in accordance with California Health and Safety Code Section 50105. 3 17942.00155\41957060.1 DOC #2024-0065555 Page 4 of 18 3. Affordable Housing Requirements. (a) Project. Developer shall develop, or cause to be developed, the Affordable Units allowed by the Density Bonus in accordance with the approvals of the Project Applications (the "Entitlements") and this Agreement. (b) Affordable Units. Developer covenants and agrees that it shall rent not less than twenty-eight (28) units from the Apartment Units in the Project as Affordable Units. The rental restrictions and conditions described in this Agreement shall run with the land and shall be binding on all successor owners of the Property. City is given the express authority by Developer to enforce the restrictions and conditions described in this Agreement. Except as provided herein, the Affordable Units shall be rented, marketed, managed, maintained, and treated in the same manner as all other units on the Property. (c) Affordable Rent. The Affordable Units shall be rented exclusively to Qualifying Households at a Monthly Rent that does not exceed Affordable Rent for a Qualifying Household. Affordable Rent, determined on a monthly basis, shall not exceed one - twelfth (1/12) of thirty percent (30%) of fifty percent (50%) of the Median Income for the County of San Bernardino, as published in Title 25, California Code of Regulations, Section 6932 by the California Department of Housing and Community Development, as may be amended from time to time ("Affordable Rent"). The Affordable Rent shall be adjusted for family size appropriate for the unit in accordance with California Health and Safety Code Section 50052.5. Affordable Rent may not be increased more frequently than annually to reflect increases in area median income. (d) Minimum Development Standards For Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for the other units in the Project. (e) Designation of Affordable Units. The Affordable Units shall be reasonably disbursed throughout the Property. The Affordable Units shall be reasonably disbursed throughout the entire Project. The Site Plan shall include a list of designated Affordable Units, which shall be subject to modification only upon written consent from the City. Any request to designate Affordable Units on a floating basis shall be subject to review and approval of City, which shall not be unreasonably withheld. 4 17942.00155\41957060.1 DOC #2024-0065555 Page 5 of 18 (0 Unit Mix for Affordable Units. The Affordable Units shall comprise of the following minimum number of Apartment Units: Unit Type Quantity of Affordable Units Studio 2 1 Bedroom 12 2 Bedroom 14 (g) Determination of Household Income. (i) Developer shall determine whether a prospective tenant is a Qualifying Household for an Affordable Unit by requiring the household complete a form that verifies the income of the household ("Income Certification Form"). (ii) The .Income Certification Form shall be certified or recertified as follows: (A) at the initial application for occupancy, (B) at least once every twelve (12) months during the Term, and (C) each renewal of a lease for an Affordable Unit. (h) Verification. Developer shall make a good faith effort to verify the accuracy of income information provided in any Income Certification Form to verify an applicant or existing occupant is a Qualifying Household in accordance with California law, and taking one or more of the following steps, as reasonably required or indicated. (i) Obtain an income tax return and copy of each W-2 Wage and Earnings Statement for the most recently concluded income tax year; (ii) Contact a credit reporting agency or conduct a similar search; (iii) Obtain an income verification form from current employer(s) of the applicant(s) or existing tenant(s); (iv) Obtain an income verification form from the United States Social Security Administration or the California Department of Social Services, if the applicant(s) or existing tenant(s) receive assistance from either of such agencies; or (v) If the applicant or existing tenant is an adult who is unemployed and has no such income tax return, obtain another form of independent verification. (i) Evidence. All verification information shall only be obtained by Developer after obtaining written consent from the applicant or existing tenant for the release of such information to Developer. Failure to consent in writing to the release of such income 5 17942.00155\41957060.1 DOC #2024-0065555 Page 6 of 18 verification information to Developer may disqualify an individual for occupancy of an Affordable Unit or be grounds for termination of a tenancy in an Affordable Unit. (j) Tenant Selection Policies and Criteria. The Developer shall adopt written tenant selection policies and criteria applicable to the Affordable Unit that: (i) are consistent with the purpose of providing affordable rental housing for Qualifying Households at an Affordable Rent; (ii) are reasonably related to tenant eligibility and ability to perform the obligations of the lease for an Affordable Unit; (iii) provide for the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; (iv) give prompt written notice to any rejected applicant of the grounds for rejection; (v) provide for all of the Affordable Units to be available for occupancy on a continuous basis to Qualifying Households; (vi) do not give preference to any particular class or group of persons in leasing or renting the Affordable Unit except to the extent that a tenant must be a Qualifying Household; and (vii) provide for notice to the City when a vacancy arises in an Affordable Unit. The tenant selection policies and criteria prepared in accordance with this Section shall be set forth in the Management Plan required under this Agreement. (k) Changes in Household Income. A tenant who initially qualified as a Very Low Income Household, but whose income subsequently exceeds the initially qualifying income limit for a Very Low Income Household shall continue to be considered a Qualifying Household provided that (A) any vacant residential unit in the Project of comparable or smaller size is rented to a qualifying Very Low Income Household and (B) such over -income tenant shall not be required to pay rent that exceeds an amount that is the least of the amount that would be payable by the tenant under (i) low income housing tax credit regulations, (ii) State or local law or (iii) thirty percent (30%) of the household's adjusted gross income. (1) Prohibition Against Discrimination. Developer shall not discriminate against any tenant or potential tenant on the basis of sex, color, race, religion, ancestry, national origin, age, pregnancy, marital status, family composition, sexual orientation, source of income, or the potential or actual occupancy of minor children. Developer further 6 17942.00155\41957060.1 DOC #2024-0065555 Page 7 of 18 agrees to take affirmative action to ensure that no such person is discriminated against for any of the above -mentioned reasons. (m) Management Plan. Developer shall prepare a management plan for the Affordable Units that provides for the implementation of the requirements in this Agreement, including but not limited to the marketing of the Affordable Units, tenant selection criteria and process, waiting list management, verification of income, setting utility allowances for Affordable Rent, and any other matter related to management of the Affordable Units ("Management Plan"). The Management Plan shall be submitted to the City Manager, or its designee, not less than thirty (30) days prior to a request for a Certificate of Occupancy. The City Manager, or designee, shall have thirty (30) days to approve the Management Plan, which approval shall not be unreasonably withheld. (n) Annual Report. On or before the annual anniversary of the recording of this Agreement, and the same date each year thereafter, Developer shall provide the City with an annual report that sets forth the number of Affordable Units that are rented or vacant, the dates of any vacancies and new leases by each Affordable Unit, certification of compliance with all requirements to verify income for Qualifying Households, and any other information reasonably required by the City to ensure compliance with this Agreement. 4. Developer Covenant Regarding Lease of Affordable Units. Developer, for itself, its successors, assignees and affiliates, covenants and agrees that, if any Affordable Unit is rented or leased during the Term, the rental or lease of the Affordable Unit shall be accomplished through a written lease agreement and all of the following restrictions shall apply: (i) Developer shall provide a legible copy of this Agreement to each prospective tenant of any Affordable Unit, prior to entering into a lease with such tenant. (ii) The lease for each Affordable Unit shall expressly state that the lease is subject and subordinate to this Agreement and shall incorporate each and every provision of this Agreement, either expressly or by reference. (iii) Developer shall not lease an Affordable Unit to any occupant with any family relationship to Developer or who owns, directly or indirectly, any interest in the ownership. For purposes of this section, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trust held by the individual or a family member, and ownership, direct or indirect, by a partner of the individual. (iv) Developer shall: (a) maintain and operate all units on the Property so as to provide decent, safe and sanitary housing consistent with federal housing quality standards and the Redlands Municipal Code; (b) make any required repairs or provide any 7 17942.00155\41957060.1 DOC #2024-0065555 Page 8 of 18 required cleanup; and (c) provide the Affordable Units with the same levels of services and maintenance as are provided to any of the other dwelling units on the Property. (v) A tenant occupying an Affordable Unit may not sublet the unit without the written permission of both Developer and City. The City shall not grant permission to lease, rent, or sublet the Affordable Unit if it finds that the prospective tenant or occupant is not a Qualifying Household. Any individual who subleases an Affordable Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained. 5. Density Bonus; Concessions; Waivers; Parking. In exchange for the agreement to the construct the Affordable Units on the terms and conditions set forth herein, and subject to the requirements of the Density Bonus Law, the City has agreed to the following: (a) Density Bonus. The Project may have a total of five hundred forty- one (541) units. The Apartment Units and Townhome Units may be constructed at a density of 27.2 dwelling units per acre, which is in excess of the maximum allowable density of 27 dwelling units per acre. As a result, the Project may have four hundred fifty-one (451) Apartment Units, seventy-two (72) Townhome Units, and eighteen (18) SFR Units, as identified in the Project Applications. (b) Concession. The City grants a concession relieving the Project from the requirement for landscaped island for parking spaces under Redlands Municipal Code Section 18.168.210(A)(13). (c) Waivers. The City grants the following waivers to the extent they would preclude development of the Project at the density allowed under this Agreement: (i) The Townhome Units are granted waivers as follows: (A) The Townhome Units may utilize a minimum building separation of ten feet (10'). This is a waiver of requirements in Redlands Municipal Code Section 18.60.160(A). (B) The Townhome Units may have a setback of ten feet (10') throughout the Project. This is a waiver of Redlands Municipal Code Section 18.60.160(A)(3), which requires that, for buildings placed at an angle with each other, each yard standard may be reduced up to ten feet (10'), provided that the average required space between buildings is maintained, except that main buildings shall be no closer than twenty feet (20') at the closest point. 8 17942.00155\41957060.1 DOC #2024-0065555 Page 9 of 18 (C) The Townhome Units are not required to have increased setbacks required under Redlands Municipal Code Section 18.60.160(B), provided the Townhome Units comply with all other setback requirements. (D) An accessory building (the pool house) may be located no less than ten feet (10') from a main building, and the front yard of main buildings are provided a minimum setback from garages of thirty feet (30'). This is a waiver of requirements in Redlands Municipal Code Section 18.60.160(C) that require the distance between buildings or wings shall not be less than the sum of the yard requirements for each building or wing; main buildings shall in no instance be closer than ten feet (10'); and, main buildings and accessory buildings shall in no instance be closer than fifteen feet (15'), except that the front yard of any main building facing a garage or carport shall be a minimum of forty feet (40'). (ii) The Apartment Units are granted a waiver from Redlands Municipal Code Section 18.60.190, which requires a setback of five feet (5') for a one story accessory structure. Under this waiver, carports located adjacent to the rear property line may have a reduced setback to approximately two feet (2'). (d) Parking Allowance Pursuant to Density Bonus Law. The Project shall comply with the parking requirements for the Apartment Units set forth in the Density Bonus Law, including the use of uncovered parking. The Project shall provide parking spaces in accordance with the following ratios: Unit Type Number of Units Ratio of Parking/# Quantity of Parking of Units Studio 21 1.0 21 1 Bedroom 200 1.0 200 2 Bedroom 230 1.5 345 Total 451 1.25 566 6. Permits and Processing; Compliance with Laws. (a) Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local government entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, construction, 9 17942.00155\41957060.1 DOC #2024-0065555 Page 10 of 18 management, maintenance and rental of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued for the Project. (b) City shall have no responsibility for the construction, installation, management, operation or maintenance of the Project. (c) Developer acknowledges and understands that, except as specifically provided for herein, this Agreement shall not constitute an amendment, modification, enlargement or other change to the Entitlements. Developer shall be obligated and solely responsible for applying for, obtaining, and complying with any further approvals or permits necessary. (d) Nothing contained in this Agreement shall require Developer or City to do anything contrary to or refrain from doing anything required by federal or state law, or regulations promulgated thereunder, which are applicable to the construction, management, maintenance, and rental of the Affordable Units and the Project. (e) Developer agrees that this Agreement requires compliance with the Density Bonus Law and the Inclusionary Housing Ordinance. Unless specifically prohibited by law, in the event of a conflict between the Density Bonus Law and the Inclusionary Housing Ordinance, the provisions which require a lower amount of Affordable Rent or additional protections for renters of Affordable Units shall apply. 7. No Further Incentives, Concessions, or Waivers. Developer acknowledges and agrees that no other incentives, concessions, waivers or other request has been made or is required by the City in connection with the request for a Density Bonus, and that City has fully satisfied any duty the City may have under the Redlands Municipal Code, the Density Bonus Law, or any other law or regulation applicable to the Project, to provide any development incentive, concession, or waiver as it relates to the Project, including the waiver or reduction of any building, zoning, or other requirement. By this Agreement, Developer releases any and all claims Developer may have against the City related to or arising from, in any way, City's obligation to waive requirements of or provide development incentives or concessions pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 8. Term. The Term of this Agreement shall be fifty-five (55) years commencing upon the date of the City's issuance of the first certificate of occupancy for the Project. 9. Agreement to be Recorded; Priority. This Agreement shall be recorded in the Official Records of San Bernardino County, California as senior, non -subordinate covenants and as an encumbrance running with the land for the full Term of this Agreement, within thirty (30) days of approval, and prior to issuance of a building permit for the Project. In no event shall this Agreement be made junior or subordinate to any deed of trust or other document providing financing for the construction or operation of the Project or any other lien or encumbrance 10 17942.00155\41957060.1 DOC #2024-0065555 Page 11 of 18 whatsoever for the entire fifty-five (55) year Term of this Agreement. Notwithstanding anything to the contrary herein, the City shall have the discretion to subordinate this Agreement to regulatory restrictions of public lender(s) restricting occupancy of units in the Project to affordable housing covenants agreeable to the City. Upon a determination by the City Manager that the conditions in this Section have been satisfied, the City Manager or the City Manager's designee will be authorized to execute the approved subordination agreement without the necessity of any further action or approval by the City Council. 10. Liquidated Damages. Developer acknowledges that the City is implementing the goals objectives and policies of the City's General Plan Housing Element, and that City has granted an incentive and/or concession to Developer in recognition of Developer's agreement to provide the Affordable Units as set forth in this Agreement. If Developer does not rent the units as Affordable Units in accordance with the provisions of this Agreement, Developer shall be in default of this Agreement and the City will suffer damages. However, it is extremely difficult and impractical to ascertain the extent of the damages to City, therefore, in addition to any other legal or equitable remedies, the City may have, Developer and the City agree that if the Affordable Units in the Project are not rented with Affordable Rents in accordance with the provisions of this Agreement, as liquidated damages, the City shall be entitled to recover from Developer the amount of any rents received by Developer from any units in excess of the limits of Affordable Rent. This liquidated damages provision relates solely and exclusively to a breach of this Agreement arising from renting the Affordable Units on terms that exceed the limits of Affordable Rent. 11. Indemnification. Developer shall defend, indemnify and hold harmless the City and its officers, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim or judgment relating in any manner to this Agreement. Developer shall not be required to indemnify and hold harmless Indemnitees for liability attributable to the active negligence or willful misconduct of Indemnitees, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where an Indemnitee is shown to have been actively negligent and where Indemnitees' active negligence accounts for only a percentage of the liability involved, the obligation of Developer will be for that entire portion or percentage of liability not attributable to the active negligence of Indemnitees. 12. City's Right to Inspect Affordable Units and Documents. The City may inspect the Affordable Units at any reasonable time for so long as this Agreement remains in effect, to determine Developer's compliance with this Agreement. 13. Defaults and Remedies. The City shall have the right to specifically enforce each and every covenant, condition, restriction, and provision in this Agreement and Developer hereby agrees and acknowledges that money damages are an inadequate remedy for any default under this Agreement. 11 17942.00155\41957060.1 DOC #2024-0065555 Page 12 of 18 (a) Default. A party shall be in default of this Agreement if it breaches any term or provision of this Agreement, and fails to correct the violation within thirty (30) days after receipt of notice from the other party; provided, however, if a longer period to cure the violation is reasonably necessary, and the party in breach of the Agreement is diligently pursuing a cure, then it shall have a reasonable time necessary to cure the breach, but not to exceed ninety (90) days. (b) Remedies. Upon a default of this Agreement, City may institute any appropriate legal actions or proceedings necessary to enforce this Agreement, including but not limited to actions for injunctive relief or damages. The remedies allowed under this Agreement include enforcement of all requirements of Developer to comply with the Redlands Municipal Code, and any and all remedies allowed under the Redlands Municipal Code for violations of its provisions. 14. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 15. Attorney's Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorney's fees, including fees for use of in-house counsel by a Party. 16. Time. Time is of the essence in this Agreement. 17. Notices. Any approval, disapproval, demand, document or other notice ("Notice") which either Party may desire to give to the other Party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice: Developer: Redlands Summit, LLC 2459 Huntington Drive San Marino, California 91108 City: City of Redlands 35 Cajon Street Redlands, California 92373 Attention: City Clerk Such addresses may be changed by notice to the other party given in the same manner as provided above. 12 17942.00155\41957060.1 DOC #2024-0065555 Page 13 of 18 18. Third Party Beneficiaries. The Parties acknowledge and agree there are no third party beneficiaries of this Agreement. Agency shall have full right and ability to enforce each and every covenant and restriction in this Agreement. No other person or entities shall have any right of action hereunder. 19. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon Developer and City and the permitted successors and assigns of Developer and City. Whenever the terms "Developer" or "City" are used in this Agreement, such terms shall include any other successors and assigns as herein provided. 20. Project as Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. No partnership, joint venture, or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 21. Entire Agreement. This Agreement and all of its Exhibits set forth and contain the entire understanding and agreement of the Parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings, or agreements which are not contained or expressly referred to herein. No testimony or evidence of an such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the terms or conditions of this Agreement. 22. Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 23. Interpretation and Governing Law. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purpose of the Parties hereto, and the rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. 24. Amendment. This Agreement may not be changed orally, but only by an agreement in writing signed by Developer and City. The City Manager, or the City Manager's designee, may execute an amendment to this Agreement that is necessary to implement the provisions stated herein; provided, however, that any relating to the term, number or percentage or type of Affordable Units, any of the income or rental restrictions under this Agreement, or the 13 17942.00l 55\41957060. I DOC #2024-0065555 Page 14 of 18 number or type of any incentives or concessions given by the City, must be approved by the City Council. 25. Counterparts. This Agreement may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Agreement shall not be effective until the execution and delivery by the Parties of at least one set of counterparts. The Parties hereunder authorize each other to detach and combine original signature pages and consolidate them into a single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. DEVELOPER: Redlands Summit, LLC, a California limited liability company By. Its: - Pret DON(U THE CITY OF REDLANDS, a California municipal corporatio By: ATTEST: Donaldson, City Clerk 14 17942.00155\41957060.1 ddie Tejeda, Mayor, DOC #2024-0065555 Page 15 of 18 CALIFORNIA ACKNOWLEDGEMENT CIVIL CODE § 1189 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 San Bernardino On Friday, March 8, 2024 before me, Jennifer Macias, Notary Public, personally appeared Eddie Tejeda and Jeanne Donaldson, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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 Sigof Notary Public JENNIFER MACIAS Notary Public • California San Bernardino County Commission # 2388813 My Comm, Expires Dec 31. 2025 (Seal) Copyright © 2018 NotaryAcknowledgement.com. All Rights Reserved. DOC #2024-0065555 Page 16 of 18 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 Old ) 2tQ + before me, YUKO LIN (NOTARY PUBLIC) (insert name and title of the officer) personally appeared DO a YLci -Ackh who proved to me on the basis of satisfactory evidence to be the personN whose nameN is/ate subscribed to the within instrument and acknowledged to me that he/stefthey executed the same in his/homer authorized capacity(ies}, and that by his/her/their 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. cr z Signature (Seal) YUKO LIN COMM. #2426492 z Notary Public • California o Los Angeles County Mx Comm. Expires Nov. 20, 20261 DOC #2024-0065555 Page 17 of 18 EXHIBIT A DESCRIPTION OF SUBJECT PROPERTY REAL PROPERTY IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1 (APN: 0167-171-04-0-000) THAT PORTION OF THE NORTHEAST 1/2 OF SECTION 21 TOWNSHIP 1 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY, DESCRIBED AS FOLLOWS: COMMENCING 60 RODS WEST OF THE SOUTHEAST CORNER OF THE NORTH 1/2 OF SAID SECTION 21; THENCE NORTH 80 RODS; THENCE WEST 20 RODS; THENCE SOUTH 80 RODS; THENCE EAST 20 RODS TO THE POINT OF BEGINNING. PARCEL 2 (APN: 0167-171-05-0-000) THE EAST 7 1/2 ACRES OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 21, TOWNSHIP 1 SOUTH, RANGE 3 WEST OF THE SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE GOVERNMENTAL SURVEY, EXCEPTING ANY PORTION WITHIN LUGONIA AVENUE. PARCEL 3 (APN: 0167-171-06-0-000) THE WEST 1/2 OF THE EAST 15 ACRES OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 21, TOWNSHIP 1 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION, 95 RODS WEST OF THE SOUTHEAST CORNER OF SAID 1/4 SECTION; THENCE NORTH 80 RODS; THENCE WEST 15 RODS; THENCE SOUTH 80 RODS; THENCE EAST 15 RODS TO THE BEGINNING. EXCEPTING THE SOUTH 30 FEET FOR ROAD PURPOSES. 15 17942.00155\41957060.1 DOC #2024-0065555 Page 18 of 18 2 UNITS 2 BDRM. EXHIBIT B SITE PLAN 2 UNITS 2 BDRM. 2 UNITS 1 UNIT - - 3 UNITS 1 BDRM. STUDIO 1 BDRM. 3 UNITS 2 BDRM 3 UNITS 1 BDRM. 3 UNITS 2BD13N 2 UNITS 1 UNIT 2 BDRM. STUDIO TOTAL 28 INCLUSIONARY UIJIT2 .111 INCLUSIONAQY UIJlf3 16 17942.00155\41957060.1 3 UNITS 1 BDRM 2 UNITS 2 BDRM. 1 UNIT 1 BDRM. INCLUSIONARY HOUSING EXHIBIT SCALE = 1:100