HomeMy WebLinkAbout209 WEST CIVIC CENTER, LLC, KNOWN AS CARIBOU INDUSTRIES, INC.II•, 11HA,:. QUIRED
W. FUCEE')
, x^ AT THE REQUESTOF AND
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Attention: City Clerk
Return ORIGINAL
executed copy to COTC,
M-30
A-2020-164-03
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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2021000048419 8:23 am 01/25121
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0.00 0.00 0.00 0.00 24.00 0.00 0.000.000.00 0.00
No recording fee required; this document is exempt
from fee pursuant to Section 6103 of the California
Government Code
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HOTEL COVENANT
For a valuable consideration, receipt of which is hereby acknowledged:
The City of Santa Ana, a California charter city in the County of Orange of the
State of California (`Grantor" or "City"), granted to 209 West Civic Center, LLC, a California
limited liability company (`Grantee" or "Developer"), that certain real property described in
Exhibit "A" attached hereto and incorporated herein by this reference ("Property") pursuant to the
Grant Deed recorded against the Property at the same time as this Hotel Covenant.
1. The Property was conveyed in accordance with and subject to that certain Purchase
and Sale Agreement (`Agreement") dated August 13, 2020, entered into between Grantor and
Grantee, a copy of which is on file with the City at its offices as a Public Record and which is
incorporated herein by reference. The Agreement requires the Developer to construct and meet
other requirements as set forth therein. All defined terms used herein shall have the same meaning
as those used in the Agreement.
2. The Agreement acknowledges and agrees that the Property is quitclaimed by the
City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS
CONDITION," as of the date of recordation of this Hotel Covenant, with no warranties, expressed
or implied, as to the environmental or other physical condition of the Property, the presence or
absence of any patent or latent environmental or other physical condition on or in the Property, or
any other matters affecting the Property.
3. As provided in the Agreement, Grantee shall, subject to Unavoidable Delay, submit
all applications necessary for hotel Project Entitlements within one (1) year of the Close of Escrow,
and shall complete development of the Property as a hotel in accordance with plans and
specifications approved by Grantor within five (5) years of the Project Entitlement Date, and
subject to the terms of the Agreement.
3.1. If Grantee does not submit the required applications for Project Entitlements
within one (1) year of the Close of Escrow, then the five (5) year timeline to complete construction
Ito grip ' .:i ; QUIRED
°FOCER)
AT THE REQUEST OF AND
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Attention: City Clerk
Return ORIGINAL
executed copy to COTC,
M-30
A-2020-164-03
No recording fee required; this document is exempt
from fee pursuant to Section 6103 of the California
Government Code
HOTEL COVENANT
THIS I.INF FOR RFCORr1FR'S IISF
For a valuable consideration, receipt of which is hereby acknowledged:
The City of Santa Ana, a California charter city in the County of Orange of the
State of California ("Grantor" or "City"), granted to 209 West Civic Center, LLC, a California
limited liability company ("Grantee" or "Developer"), that certain real property described in
Exhibit "A" attached hereto and incorporated herein by this reference ("Property") pursuant to the
Grant Deed recorded against the Property at the same time as this Hotel Covenant.
1. The Property was conveyed in accordance with and subject to that certain Purchase
and Sale Agreement ("Agreement") dated August 13, 2020, entered into between Grantor and
Grantee, a copy of which is on file with the City at its offices as a Public Record and which is
incorporated herein by reference. The Agreement requires the Developer to construct and meet
other requirements as set forth therein. All defined terms used herein shall have the same meaning
as those used in the Agreement.
2. The Agreement acknowledges and agrees that the Property is quitclaimed by the
City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS
CONDITION," as of the date of recordation of this Hotel Covenant, with no warranties, expressed
or implied, as to the environmental or other physical condition of the Property, the presence or
absence of any patent or latent environmental or other physical condition on or in the Property, or
any other matters affecting the Property.
3. As provided in the Agreement, Grantee shall, subject to Unavoidable Delay, submit
all applications necessary for hotel Project Entitlements within one (1) year of the Close of Escrow,
and shall complete development of the Property as a hotel in accordance with plans and
specifications approved by Grantor within five (5) years of the Project Entitlement Date, and
subject to the terms of the Agreement.
3.1. If Grantee does not submit the required applications for Project Entitlements
within one (1) year of the Close of Escrow, then the five (5) year timeline to complete construction
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and commence operation of the hotel shall start on the date that is one (1) year and one (1) day
after the Close of Escrow.
3.2. Grantee shall maintain the Project on the Property in good condition and order,
shall keep the Property free from accumulation of debris and waste materials.
3.3. All obligations imposed upon Grantee herein shall bind any and all successors
of Grantee (subject to Section 8 below); provided, however, that upon sale or conveyance of the
Project, the party selling or conveying shall be relieved of any such obligation to the extent that
such obligation arises after the date of sale or conveyance.
4. If Buyer fails to complete the construction of the Project and/or Improvements
when required, Grantee shall have one hundred twenty (120) days following written notice of
default from the Grantor to complete construction, provided that the Grantee shall not have
obtained an extension or postponement to which Grantee may be entitled or that Grantee or
Grantee's lender for the project have commenced and are diligently proceeding to cure such
default. In the event Grantee fails to cure such default, Grantee shall be liable for liquidated
damages in accordance with the Agreement.
5. The Property is subject to the requirements of the Surplus Lands Act. Accordingly,
pursuant to Government Code section 54233, if 10 or more residential units are developed on the
Property, not less than 15 percent of the total number of residential units developed on the parcels
shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and
Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to
lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental
units shall remain affordable to, and occupied by, lower income households for a period of at least
55 years for rental housing and 45 years for ownership housing. The initial occupants of all
ownership units shall be lower income households, and the units shall be subject to an equity
sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section
65915. This covenant shall run with the land and shall be enforceable, against any owner who
violates a covenant or restriction and each successor in interest who continues the violation, by
any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5. Rooms in a
hotel project are not considered residential units under the foregoing laws.
6. All covenants contained in this Hotel Covenant shall be covenants running with the
land and equitable servitudes thereon. The covenants contained in Sections 3 and 4 herein shall
automatically terminate upon (a) issuance of a last Certificate of Occupancy for the Project; or (b)
Grantee's payment of liquidated damages in accordance with the Agreement, without further
notice or documentation.
7. The covenants contained herein shall be binding for the benefit of Grantor, the City
of Santa Ana and, if applicable, any successor in interest to said parties. Such covenants shall run
in favor of the Grantor and such aforementioned parties for the entire period during which such
covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner
of any land or interest therein to which such covenants relate. The right to exercise all of the right
and remedies, and to maintain any actions at law or suits in equity or contained in this Hotel
Covenant shall be for the benefit of and shall be enforceable only by the Grantor and such
aforementioned parties. Notwithstanding anything to the contrary in this Hotel Covenant, no
default by Grantee hereunder shall result in any forfeiture of fee title to the Property.
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8. Nothing in this Hotel Covenant shall restrict Grantee from unencumbering the
Property with a deed of trust or mortgage. Any amendment to these Hotel Covenant shall require
the consent of any mortgagee. No portion of this Hotel Covenant or any amendment or violation
thereof shall operate to defeat or render invalid, in whole or in part, the rights or protection of the
beneficiary, insurer, guarantor, or holder of any mortgage or deed of trust encumbering any portion
of the Property. Notwithstanding anything in this Hotel Covenant to the contrary, in the event of
any foreclosure or deed -in -lieu of foreclosure by lender holding a deed of trust or mortgagee on
the Property, any successor owner shall acquire fee title to the Property free of any obligations
under this Hotel Covenant.
9. The covenants contained herein shall be deemed to be covenants running with the
land and shall bind and benefit future purchasers, encumbrances and transferee.
[Signatures on following page]
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A-2020-164-03
EXECUTED ON California.
CITY:
THE CITY OF SANTA ANA, a California
charter city in the County of Orange of the State
of California
Dated: I ' S — 2 I By: a
Name: Kristine Ridge
Its: City Manager
ATTEST: &wv
//�F�1
By: �i.- C�"1./
Foy Daisy Gomez, M C
Clerk of the Council
APPROVED AS TO FORM:
}& City Attorney
BUYER:
209 WEST CIVIC CENTER, LLC, a California
limited liability company
By: —Signed in Counterpart
Name:_
Title:
[NOTE: All signatures must be notarized)
IQ
EXECUTED ON
Dated:
ATTEST: Signed in Counterpart
By:
Daisy Gomez, MMC
Clerk of the Council
APPROVED AS TO FORM:
Signed in Counterpart
City Attorney
BUYER:
209 WE CIVIC CEN34X, LLISt a California
limited l ility co l
By:_
Name:
Title:
in , California.
CITY:
THE CITY OF SANTA ANA, a California
charter city in the County of Orange of the State
of California
Signed in Counterpart
By:
Name: Kristine Ridge
Its: City Manager
[NOTE: All signatures must be notarized]
-4-
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 January 15, 2021 before me Yesenia Cruz, Notary Public
(insert name and title of the officer)
personally appeared KristineM
who proved to me on the basis of satisfactory evidence to be
the person name subscribed to the within instrument and acknowledged to me
that h�sh /t y executed he n h'/he /tt�rauthorized capacity), and that b Is/her/ t
signature( on the instrument the personor the entity upon behalf of which the persoyacted,
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
(Seal)
' YESENIACRUZ
Notary Public- California
Orange County
Commission 8 224' 42
*My Comm. Expires May 21, 2022 +
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 C
County of rn'lh
On l u/ "(
Date
personally appeared
before me,
Here I(rBert Aiame and Title of'the Officer
�V(Ah 0
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name,(s'J is/aX
subscribed to the within instrument and acknowledged to me that he/sh6ttoy executed the same in
his/�*_01tl;r authorized capacity�<,, and that by his/hp / lr signatureXon the instrument the personal,
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
WN.Coytour
VETTE PORTUGAL SignatureMM. #2322245 aSignature of Notary
y Public •California pOrange Counlymm. Ex ire$ Mar. 3, 2024
Place Notary Seat Above
OPTIONAL
Though thissectionis 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:
Number of Pages:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
Corporate Officer — Title(s):
❑ Partner = ❑ Limited ❑ General
Individual 0 Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
Other:
Signer Is Representing:
Signer's Name:
Corporate Officer — Title(s):
❑ Partner ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
Trustee CI Guardian or Conservator
❑ Other:
Signer Is Representing:
02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item 95907
Exhibit "A"
LEGAL DESCRIPTION
Real property in the City of Santa Ana, County of Orange, State of California, described as
follows:
PARCEL 1:
A PORTION OF BLOCKS "C" AND "D" OF SPURGEON'S ADDITION TO SANTA ANA, AS SHOWN
ON A MAP FILED IN BOOK 1 PAGE 56, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, A PORTION OF THE ALLOTMENT TO JACOB ROSS AS
DESCRIBED IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA
ANA, WHICH WAS ENTERED IN 1868, IN BOOK "B", PAGE 410 OF JUDGMENTS OF THE
DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY,
STATE OF CALIFORNIA, TOGETHER WITH A PORTION OF A STRIP OF LAND BOUNDED ON
THE NORTH BY SOUTH LINE OF SAID ALLOTMENT TO JACOB ROSS; ON THE EAST BY THE
WESTERLY LINE SYCAMORE STREET, AS SAID SYCAMORE STREET WAS ESTABLISHED BY
DEED RECORDED IN BOOK 16, PAGE 111 OF DEEDS, RECORDS OF SAID ORANGE COUNTY;
ON THE SOUTH BY THE NORTHERLY LINE OF SAID SPURGEON'S ADDITION; AND ON THE
WEST BY THE EAST LINE OF BROADWAY, AS SAID BROADWAY EXISTED ON SEPTEMBER 07,
1922, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF EIGHTH STREET, FORMALLY
KNOWN AS CHURCH STREET WITH THE EASTERLY LINE OF THE WESTERLY 96.00 FEET OF
SAID BLOCK "C" AS DESCRIBED IN PARCEL 1 OF THAT CERTAIN GRANT DEED RECORDED
JUNE 25, 2001 AS INSTRUMENT NO. 20010416173 OF OFFICIAL RECORDS, IN SAID OFFICE
OF THE COUNTY RECORDER; THENCE NORTHERLY ALONG SAID EASTERLY LINE AND THE
EASTERLY LINE OF PARCEL 2 OF SAID GRANT DEED, NORTH 00° 21' 30" EAST 193.07 FEET
TO A POINT ON THE SOUTHERLY LINE OF SAID ALLOTMENT TO JACOB ROSS; THENCE
ALONG SAID SOUTHERLY LINE NORTH 900 00' 00" EAST 28.31 FEET TO A POINT ON A LINE
PARALLEL WITH AND 125.00 FEET WEST OF THE WESTERLY LINE OF SYCAMORE STREET, AS
WAS ESTABLISHED BY DEED RECORDED IN BOOK 16, PAGE ill OF DEEDS, IN THE OFFICE
OF SAID COUNTY RECORDER; THENCE NORTHERLY ALONG SAID PARALLEL LINE NORTH 001
16' 06" EAST 115.35 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN
QUITCLAIM DEED RECORDED MARCH 20, 1947 IN BOOK 1485, PAGE 500 OF SAID OFFICIAL
RECORDS; THENCE ALONG SAID NORTHERLY LINE NORTH 891 59' 25" EAST 125.00 FEET TO
SAID WESTERLY LINE OF SYCAMORE STREET; THENCE SOUTHERLY ALONG SAID WESTERLY
LINE, SOUTH 000 16' 06" WEST 308.99 FEET TO SAID NORTHERLY LINE OF EIGHTH STREET;
THENCE ALONG SAID NORTHERLY LINE NORTH 890 47' 45" WEST 153.61 FEET TO SAID
POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE LAND DESCRIBED IN DEED
TO SANTA ANA FUTURE EDUCATION, LLC, RECORDED JULY 10, 2003 AS INSTRUMENT NO,
2003000806568 OF SAID OFFICIAL RECORDS.
PARCEL 2:
AN ACCESS EASEMENT OVER THAT CERTAIN STRIP OF LAND 11.00 FEET IN WITH, LYING
WITHIN PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2002-17, IN THE CITY OF SANTA ANA,
COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED JULY 09, 2003 AS INSTRUMENT NO.
2003-0803652 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, THE SOUTHERLY LINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 2, SAID POINT ALSO BEING THE
INTERSECTION OF THE SOUTHERLY LINE OF SAID PARCEL 2 AND THE WESTERLY LINE OF
SYCAMORE STREET, AS SAID STREET WAS ESTABLISHED BY DEED RECORDED IN BOOK 16,
PAGE 111 OF DEEDS; THENCE WESTERLY ALONG SAID SOUTHERLY LINE NORTH 891 43' 54"
WEST 101.00 FEET.
PARCEL 3:
A CLEAR YARD EASEMENT OVER THAT PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT NO.
2002-17, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA,
RECORDED JULY 09, 2003 AS INSTRUMENT NO. 2003-0803652 OF OFFICIAL RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 2, SAID POINT ALSO BEING
THE INTERSECTION OF THE SOUTHERLY LINE OF SAID PARCEL 2 AND THE WESTERLY LINE
OF SYCAMORE STREET, AS SAID STREET WAS ESTABLISHED BY DEED RECORDED IN BOOK
16, PAGE 111 OF DEEDS; THENCE WESTERLY ALONG SAID SOUTHERLY LINE NORTH 89143'
54" WEST 91.00 FEET TO THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION;
CONTINUING THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING COURSES: NORTH 891
43' 54" WEST 10.00 FEET, NORTH 00° 16' 06" EAST 11.00 FEET AND SOUTH 890 58' 54" WEST
11.50 FEET; THENCE LEAVING SAID SOUTHERLY LINE NORTH 00° 01' 06" WEST 10.00 FEET;
THENCE SOUTH 890 53' 07" EAST 21.55 FEET; THENCE SOUTH 001 16' 06" WEST 21.00 FEET
TO THE TRUE POINT OF BEGINNING.
APN: 005-184-25