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Home My WebLink AboutLOAN AGREEMENT WITH SANTA ANA ARTS COLLECTIVE, L.PINSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL SEP 0 6 7.018 611-51 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council RRM SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] FIRST AMENDMENT TO HOME LOAN AGREEMENT by and between the CITY OF SANTA ANA and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership (1666 N. Main Street, Santa Ana, California) Dated: August 21, 2018 1819-H-001 FIRST AMENDMENT TO HOME LOAN AGREEMENT THIS FIRST AMENDMENT TO HOME LOAN AGREEMENT dated, for identification purposes only, as of August 21, 2018, is made and entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation ("City") and SANTA ANA ARTS COLLECTIVE, L.P., a California limited partnership ("Developer"), with reference to the following: RECITALS: A. The City and Developer entered into a HOME Loan Agreement dated July 5, 2017, and recorded in Official Records, Orange County, with filing number 2017000308368 on July 26, 2017 ("said HOME Loan Agreement'). B. The purpose of said HOME Loan Agreement is to assist with the development of an adaptive reuse project consisting of a fifty-eight (58) unit multi -family residential housing development, with live/work units and a possible commercial art studio, as well as a community room located at 1666 N. Main Street, Santa Ana, California ("Project'). C. In accordance with the terms and conditions of said HOME Loan Agreement, the parties desire to amend said HOME Loan Agreement, including the Affordability Restrictions on Transfer of Property, HOME Deed of Trust, HOME Promissory Note, and Project Budget attached as exhibits to said HOME Loan Agreement, to increase the amount of HOME funding provided by the City to Developer for the Project, and to update the unit mix and requirements for the HOME assisted units, as necessary. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and subject to the terms and conditions of said HOME Loan Agreement, except as herein modified, City and Developer agree as follows: Section 1.1, Defined Terms, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the definitions of "HOME Loan" and "HOME Loan Promissory Note" from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 2. Section 3, Scope of Work/Project Budget, of said HOME Loan Agreement shall be amended to replace the "Project Budget' attached to said HOME Loan Agreement as Exhibit E with the "Project Budget' attached herewith as Exhibit 1. Section 5, HOME Loan, of Said HOME Loan Agreement shall be amended to increase the amount of HOME funds by FOUR HUNDRED AND SEVEN THOUSAND, EIGHT HUNDRED AND SEVENTY ONE DOLLARS ($407,871.00) from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 4. Section 6.2, Disbursement Procedures for Loan, of said HOME Loan Agreement shall be amended to allow architectural, engineering, or related professional services required to prepare plans, drawings, specifications, or work write-ups as allowed HOME eligible cost categories. These HOME eligible costs may be paid if they were incurred not more than 24 months before the date that HOME funds are committed to the Project. 5. Section 7.1, Use Covenants and Restrictions, subsection (C), of said HOME Loan Agreement shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. 6. Section 7.2, Affordability Levels/Unit Mix, of said HOME Loan Agreement shall be amended to replace the HOME Assisted Units matrix with the following: HOME Assisted Units Additionally, subsection (2) shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. Further, subsection (3) shall be amended to state that "unit substitution" is not allowed without first obtaining City's consent. Definitions in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the definitions of "HOME Loan" and "HOME Loan Promissory Note" from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." Unit Type Total # of Description/ No. of BRs Level of #off HOME HOME Share Units Notes Affordability Assisted Units of Unit Type 26 1 Bed 1 30% AMI 3 11.53% 14 2 Bed 2 0 0.0% 30%AMI — Low HOME 4 23.53% 17 3 Bed 3 60% AMI — High HOME 4 172353% Additionally, subsection (2) shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. Further, subsection (3) shall be amended to state that "unit substitution" is not allowed without first obtaining City's consent. Definitions in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the definitions of "HOME Loan" and "HOME Loan Promissory Note" from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 8. Section 3.1, Use Covenants and Restrictions, in Exhibit B, Affordability Restrictions on Transfer of Property, of said HOME Loan Agreement shall be amended to replace the HOME Assisted Units matrix with the following: HOME Assisted Units Total # of Unit Type Description/ No. of Bias Level of # of HOME HOME Share Units Notes Affordability Assisted Units of Unit Type 26 1 Bed 1 30% AMI 3 11.53% 14 2 Bed 2 0 0.0% 30%AMI — Low HOME 4 23.53% 17 3 Bed 3 60% AMI — High HOME 4 23.53% Additionally, subsection (2) shall be amended to state that the HOME assisted units will be "fixed" rather than "floating" units. Further, subsection (3) shall be amended to state that "unit substitution" is not allowed without first obtaining City's consent. Exhibit C, HOME Deed of Trust, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds in the reference to the HOME Promissory Note in the final recital from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 10. Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds noted at the beginning of the document from "$2,219,760.00" to "$2,627,631.00." 11. Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to increase the amount of HOME funds noted in the initial paragraph from "TWO MILLION, TWO HUNDRED AND NINETEEN THOUSAND, SEVEN HUNDRED AND SIXTY DOLLARS ($2,219,760.00)" to "TWO MILLION, SIX HUNDRED AND TWENTY SEVEN THOUSAND, SIX HUNDRED AND THIRTY ONE DOLLARS ($2,627,631.00)." 12. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit D, HOME Promissory Note, of said HOME Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.95% HOME Loan 10.23% Inclusionary Housing Loan 18.58% State of California Housing and Community Development Affordable HousingLoan 19.24% TOTAL 50.00% 13. Except as hereinabove modified, all terms and conditions of said HOME Loan Agreement, including the Affordability Restrictions on Transfer of Property, HOME Deed of Trust, HOME Promissory Note, and Project Budget attached as exhibits to said HOME Loan Agreement, shall remain in full force and effect. {Signatures on following page} IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to HOME Loan Agreement the date and year first written above. ATTEST: CITY OF SANTA ANA Maria D. Huizar Rau Godmez I Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency {Signatures continue on following page) DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its general partner By: Kasey Burke, Vice resident By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: Graham P. Espley-Jones, President 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 Orange ) On September 6, 2018 before me, Rosa A. Flores, Notary Public (insert name and title of the officer) personally appeared Raul Godinez Il. who proved tome on the basis of satisfactory evidence to be the person(z' whose name,(s) is /are subscribed to the within instrument and acknowledged to me that he/shat sy executed the same in hisftr/their authorized capacity(ies), and that by his/herAheir signature(sl on the instrument the personW,, or the entity upon behalf of which the personKacted, 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. _ _ _ _ W■ ROSA A. FLORES ■ ��.... , Notary Public - California 111 Orange County a Commission '2228450 My Comm. Expires Feb 7,2022 Signature �� ' �%I�'�'d" (Seal) /��—+�• CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 LnS A^^ C c 1,G5 On Auc-LksT ?DI _21V(S' before me, k4k7-�-tL VIA. C4ST-ILL-,40T F --y Date Here Insert Name and Title of the Officer personally appeared ; uIzl/--c Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(&Ywhose name(&Yis/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/har/their authorized capacity(ies), and that by his/herAheir signature(s)-on the instrument the person(s), or the entity upon behalf of which the person(s)-acted, executed the instrument. RUTZEL M. CA STILLO Commission # 2900469 Notary Public - California £ ' - Los Angeles County JJJJaaa�� MCO Expires Mar i g, 2019 Place Notary Seal Above 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 v ignature of Notary Public OPTIONAL 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: 8_0040 U-MvI ✓t7 Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual I I Attorney in Fact ❑ Trustee i_ I Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): C-] Partner — Ll Limited C] General LI Individual 1-1 Attorney in Fact ❑ Trustee I Guardian or Conservator Ll Other: Signer Is Representing: 02014 National Notary Association • www,NationaiNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its general partner Kasey Burke, Vice President By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: ✓Q Graham . Espley-Jones, Piesi&At CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who sig ned the document to which this certificate is attached, and not the truthfulness, accuracy, orvalidity of that document. State of California County of Orange On August 29, 2018 before me, Leanne Truofreh, Notary Public Date Here Insert Name and Title of the Officer personally appeared Graham P. Espley-Jones Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person($) whose name() is/awe subscribed to the within instrument and acknowledged to me that he/ahe/they executed the same in hls/her/their authorized capacity(es), and that by his/her/th-eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(si acted, executed the Instrument. Place Notary Seal and/or Stamp Above 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 OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: 1st Amendment to HOME Loan Agreement Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Trustee ❑ Other: Signer Is Representing: ❑ Attorney in Fact ❑ Guardian of Conservator 02017 National Notary Association NumberofPages: Signer's Name: LEA* E TRUOFREH ❑ Corporate Officer Notary CaliforniaOrange *My County ❑ Attorney In Fact Commission k 2238150 Comm. Expires May 12, 2022 Place Notary Seal and/or Stamp Above 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 OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: 1st Amendment to HOME Loan Agreement Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Trustee ❑ Other: Signer Is Representing: ❑ Attorney in Fact ❑ Guardian of Conservator 02017 National Notary Association NumberofPages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney In Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: Exhibit 1 Project Budget Santa Ana Arta Collective Prolecl Budget - Permanent Phase Resident R en Yl Component Cons COSTS eom mart!.! Component eoN Toml Oeva ppmenl Coely at'.HCD pH6C Proprem gNO�R LoaO BA Ys [ratllb Oe 1X.1 pmeX[B Eqully m..Yl.m L[cel CITY or Sana An Incluelonary room FUNDING SOURCES Leal Local C po ro, ofsame CI IfianY An9-HOME pna �COfiG "ad' ru ntls pllvem Rlveb CCRC-Penn Oe(eRetl Loan rslirvar Deep Developer foo 61am-HCO PRBC GYnI FuntltrBTla pram 9O VRC E6 TOTAL Lee- Leno Coeiorvelua j!%,IB9 33 $1 B,]6p fJl ),0P j9,]90 3],+]S.WB Lepel¢ Clo¢In0 CoA¢ 5]3,898 8053 '51].49 1]0 a. j9s3 'IE,¢9 VmlAeale Cm n C.em $aral3J .'am ":$3!6:9x6 530,1. 31.,a. 891.1 :, a0mA3@ .namlal -Marshall rive HS 1. Come - 10 19y1BB `" 36%,,06 : Ixa16fe0 :16.,.8 NIH> IB SB w..amr EAAnn Im Iovements COA 11.1.7.. 19x.1. :.31,110.W] N, tel ne 5s;i. f1.]1Bpb om.r: e A '$o w T.ml q[q ul.mon ."An. la fIDB, iiv 11,16,%. a W.1to". I. 11!!61¢ M111.1aa 1@88.888 ¢1218: ie-". IB PermeMm.¢!option 5x6961., I iBPo] 119]]0. Ip];py Total R.lo[e tl.n Annoononno1 ,.a . {+,YI,Y9 w 681 MIN -' 119130. m -::w 8 18 SO 11 11,008 18 10 i1plJ.ppO off.t.lm .-rot a. mm.. mvh 685. SB,.I- w..%e 3x01@58 5Iara9d $81.0 tt..- hen mvlA V a..1 .17, : ,e@LIN $40117C 566B,6m 31&1 Me era a... ..]0. 31988. , ;.11.1. .x N9 38,30.1]1 I@BBW 30,10]1. General Ra uAeme ma it 0]6883 311 ]>0 it O0B..3 51.11. 1113 all a. .AIBP. SS C.Iam o11 nald 5x58.15 31,086 ": "" x11.&0 . .BIS 51,.5 .11,H4 .amme I I 55.,.0 3I.r - 5591.101 NI4 )10 .,mi 1!0013 3.9141 Ganoml Ll.InIt InsOmnm I I .91x66 .,11, : 5]..1. 3..all ST111 SMB IPo To ml Cmr.m a n I I:':910@I0A. Ma.atmi 1.01.3 1.8!911]8 Ill.111.111f Pal 11111111 ol 11ILH6 DBsin .,306.3 119.499 N]91.0]6 .W,1. 3s0,5W wIO.WI SI.b 1,0]0 ., ¢rvl.Yn I I aleal S3 5 $let. 3153.0x0 3153%0 TOYIprt Mbcdnl Coto {1.0.9. .1888 0.3381 10 3a.4. 10 iBO,a. all 1.1011 . 18 11.3,916 En mean suwq]e yzl.ew 11amax a.nB. 61 slxtml I l. 3uev.B Tom eom a En Ia...In 1:1.42. .{v w U Bm 8 SL1xa b+ fo u318)q 30 .1011 H.m c11 c[1A s c ux6.06 .41e- . .;...,9x4 Exe,n9 w.1e .:wsT4 .m emonn . Co EHEn en[ coeY MEN w se:+xe M .'. .' .y9 e. •stip b $11". - > 18 :; IJ.:u@ ye m .. w '$'H.'. i8 .'ie 0ea,611 ComAUAYn Loan lnmresl 1179,.o f1 aW :."rPare 95]e,Ne $11 q OII InaOon Fee 51.M3 .,[Vx : 319B q6q 31. ME EIRE"31..4. OmtlitEManum.nta .Fee 5.,119 iypBm tevas GUAn Co nsWNon 5141..5 iz IBD .$14)%5 11 q1..! 531.0 tf1 p.W9 Pmvalll VA , "no., 11-1. ma ConaBwbn 3110.6]1 1,1.0 .".5x15,.0 5310.%1 .,160 1119,Po3 T.. arm o-oln F... "e., {1161 - :i M. BAJ] 61.1. Ep045 .r ConabWbn oN 5980,.0 ii t6 :':.1,11 1...[6a1 5),9m 1.1%S Tonal Coma80[non Ex ¢mere '11668161 5..161 '. 11.686.. {8 11.36.11 {0 : $a '$a $aanm :. eel B Loon OA Mallon Feasn- I .8111 E. 149+ I all, IE. :..5EgJ1 1. and P.coadna 1 318,613 E1 -. 3x8 Po 1 Itallol.E SxO Wx To+al Permanent Fammalra B al 4am ata . : ,10 NBg6d '. 10 - . IB '19)0 p . ..160011 eneb.sllcn Lentler Le al Ex arses Vol.],31, le, ". EO W 3]6.198 11551 •alp;W9 9 anwr Le al Fees 58..461 51,.9 ': S1 W:Wa .6001 51..0 y1.:W] To.I Le al fee¢ 14.6. r �1,nm '.. re,eee `10 {1]6018 - i0 f8 10 {].q1 - ip "{p 1180800 C an." a.mrve 3150,818 .,..'0 31 E,BIB 1E OIB TotAI Ce IIa llmp Re[erve. -13.9fA `I0 :5150;818 10 :11 1,818 . v Sx,wB E3 +1x)00 !3.10 393 " 3]100 azl <50 :. 53114E E1,q. se ix T4. ,_mr, 6WNe¢ Eq.l .1 -516936 .3,%1 .51 aEl qxb .mlmnm.nml Pa 5].6 �. 3109,Po0 3>B,IPo {:.Poe 33x5. .:31 Px,W8 anon Toar TOY]Re ons.@+utlles{19.01 `$31.3 516x,16 {0 '.1136,x]8 i0 . . {]143 - 'a0 '.5x3,6. 11 ..315 TCgc INIan!Mono. Fee¢ 51521. ', Stsx b6 519x,1. .-31.,.3 Loeel Pelmn Fere f3..e69 56596 ..6,11) E.35B ,518 }2%111] r,n. El a.Im antF..A' .:::` .. ♦ -" .. `:.+. `__^:: .. ... 0 DmR. 0 s> s9. s11e - a],w6 mwe E10 : ". , a;s m p.Ma6 Re Rte a1p.LW ]la {]pane Ew,090 filaffirl m4 m St S]m 3110.. 3xAo Ula " s]g2m0 Trente a, .%.A1 "art ": uo. 53%,]B1 EWI Mt We., Vanier SI.1619 E,.,a, $in, a - 1. S$M1 : a.11. Wapl Fang 358813 11.1x1., . :me. $1930 51,111 19],1. ranter lm aA Foes 6xv1,xX .,:m7 .am 3313N $310x1 31.19 F.alm1 n 31!1,111 w)% $35a. 399,.0 fI W,J51 3166,&B 110. {ui,x65 32.715 .':51 Statist: 5140..] ..,. SxJ1H3 205 I. . 331x,.1 .11 438 .9,p 10 .1685 1142.11 Calana OIMr'.Re.C..eaEYs wl.]B 31126 MJao1 Ef a15 31 Yva Total. Aor CeAa 1386969 1x1. ..1] 1i .. {1900.1 fe 530'1] 10 {5..x 10 1. {1 ]4z 11 8 V 6TOTPL 155196,1]1 {0191. -: {]1.811] :A.wd.i ]0 :{11..3.816 wm.A. .ext A]1 {608808 ..1000 111,688: SJJ @10.11] Davober r.r1.,mh.. 1r Gt SI M1,EEp $98]80 - :!].0,.0 woommi 51BSp,4.T Tom Developer cost. "E 061xzo ".bim Y$1 moBoo 16 To 38 ' . 18 .- 0 1o0a888 i4 3¢00088 TDTAL DEVELO pM ENi CO BT '.&11.6. {A6e'ne Wr46,111 :14..1:1]0 .{,,608911 .,119,8. .$a eala1 1.,ew E,1q 3,mp {x,.0,080 113,6. 36,830.1 i1