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Home My WebLink AboutSANTA ANA ARTS COLLECTIVE (2)I? . �N • t�IIIPJ D Return ORIGINAL „ 'ROLE) executed copy to COTC, W, r„t %Di1 M-30 p'.007r(1)(Ua��v awl GA 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 A-2021-101 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II1111I1III11111EI1111IIIIIIIIII111111111l111111111lllI1ll NO FEE *$ R 0 0 1 2 9 6 4 1 0 2 $ * 202100043241810:27 am 07102121 9 RW11 A A17 11 0.00 0.00 0.00 0.00 30.00 0.00 0.000.000.00 0.00 SPACE ABOVE THIS LINE FOR RECORDMG USE FREE RECORDING REQUESTED [Government Code Section 6103] tl// THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT by and between the CITY OF SANTA ANA, and SANTA ANA ARTS COLLECTIVE, L.P. (1666 N. Main Street, Santa Ana, California) Dated: June 15, 2021 THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAM/CDBG FUNDS THIS THIRD AMENDMENT TO LOAN AGREEMENT ("Third Amendment") dated, for identification purposes only, as of June 15, 2021, 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. ("Developer") with reference to the following: RECITALS: A. City and Developer entered into the original Loan Agreement for Inclusionary Housing Program and Community Development Block Grant ("CDBG") funds after Developer's project consisting of a fifty-eight (58) unit multi -family residential housing development, with live/work units and a commercial art studio, as well as a community room ("Project") located at 1666 N. Main Street, within the City of Santa Ana, California. B. City and Developer entered into the First Amended and Restated Loan Agreement, Santa Ana Agreement No. A-2017-173, which was dated July 5, 2017, and recorded against the property with the County of Orange on July 26, 2017 ("said Loan Agreement"). C. In accordance with the terms and conditions of said Loan Agreement, the parties desire to amend said Loan Agreement to (i) provide the City's consent to Developer obtaining a loan from the California Housing Finance Agency in the face amount of Two Million, Three Hundred Sixty -Two Thousand, Two Hundred Fifteen and No/100s Dollars ($2,362,215.00) for the Project (the "SNHP Loan"), (ii) revise the sharing of residual receipts among the public agency lenders to the Project and (iii) revise the affordability levels of the Project's unit mix, as outlined in Section 7.2 NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Loan Agreement, except as herein modified, the parties agree as follows: Section 7.2 of said Loan Agreement shall be deleted and replaced with the following: Affordability Levels/Unit Mix: The Project's unit mix and levels of affordability are as follows: Unit Size 30% AMI 35% AMI 50% AMI 60% AMI Total 1 Bedroom 15 6 5 26 2 Bedroom 2 7 5 14 3 Bedroom 4 13 17 Total 21 6 12 18 57 The remaining unit will be a 2-bedroom unit reserved for the onsite manager. The affordable rents charged at the Project must comply with the standards set forth by California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in this Agreement, the Affordability Restrictions on Transfer of Property, and other than HOME assisted units, restricted (as to both income and rent levels) at 30% of AMI, in the event of a foreclosure, or delivery of deed in lieu of foreclosure, of any Senior Loan, then the (1) the maximum qualifying tenant household income shall be increased to 60% of Area Median Income adjusted for family size appropriate to the unit, and (2) the maximum annual affordable rent shall be increased to 30% of 60% of Area Median Income, as adjusted for family size appropriate to the unit. 2. Section 3.1, Use Covenants and Restrictions, in Exhibit B, Affordability Restrictions on Transfer of Property, of said CDBG Loan Agreement shall be amended to replace the Assisted Units matrix with the following: Affordability Levels/Unit Mix: The Project's unit mix and levels of affordability are as follows: Unit Size 30% AMI 35% AMI 50% AMI 600/6 AMI Total 1 Bedroom 15 6 5 26 2 Bedroom 2 7 5 14 3 Bedroom 4 13 17 Total 21 6 12 18 57 The last sentence of Section 6.1(b) shall be deleted and replaced with the following: "This Agreement, the Inclusionary Promissory Note, Inclusionary Deed of Trust, CDBG Promissory Note, and the CDBG Deed of Trust shall all be subordinate to any Senior Loan Note and Senior Loan Deed of Trust, and to the AHSC Loan Documents. The CDBG Promissory Note, and the CDBG Deed of Trust shall be subordinate to that certain SNHP Loan in the face amount of Two Million Three Hundred Sixty -Two Thousand Two Hundred Fifteen and No/100s Dollars ($2,362,215) made by California Housing Finance Agency to Borrower (the "SNHP Loan"). The Inclusionary Promissory Note, Inclusionary Deed of Trust, any Senior Loan Note and Senior Loan Deed of Trust, and the AHSC Loan Documents will remain senior to any documents evidencing the SNHP Loan." 4. Exhibit D, CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to delete the definition of "City Share" in its entirety and replace with the following: 2 "City's Percentage" with reference to the Residual Receipts, shall mean aggregate percentage of twenty-seven percent (27%) of the total Residual Receipts from the Property, which shall be applied to the HOME Loan, CDBG Loan, and Inclusionary Loan, as further described in Section 5 hereof." 5. Section 5, Annual Loan Repayment/Residual Receipts, subsection (d),.in Exhibit D, First Amended and Restated Inclusionary Promissory Note, of said CDBG Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% Ca1HFA SNHP Loan 7.77% TOTAL 50.00% 6. Exhibit F, CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to delete the definition of "City Share" in its entirety and replace with the following: "City's Percentage" with reference to the Residual Receipts, shall mean aggregate percentage of twenty-seven percent (27%) of the total Residual Receipts from the Property, which shall be applied to the HOME Loan, CDBG Loan, and Inclusionary Loan, as further described in Section 5 hereof." Section 5, Annual Loan Repayment/Residual Receipts, subsection (d), in Exhibit F, First Amended and Restated CDBG Promissory Note, of said CDBG Loan Agreement shall be amended to replace the residual receipts matrix with the following: SOURCE PERCENTAGE CDBG Loan 1.64% HOME Loan 8.64% Inclusionary Housing Loan 15.70% State of California Housing and Community Development Affordable Housing Loan 16.25% Ca1HFA SNHP Loan 7.77% TOTAL 50.00% 8. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. EI A-2021-101 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to First Amended and Restated Loan Agreement to be executed on the date set forth at the beginning of this Third Amendment. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Sonia R. Carvalho RECOMMENDED FOR APPROVAL Steven A. Mendoza Executive Director Community Development Agency (Signatures continue on following page) 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 June 30, 2021 before me, Claudia M. Fernandez -Shaw, Notary Public (insert name and title of the officer) personally appeared Steven A. Mendoza who proved to me on the basis of satisfactory evidence to be the person ) whose name subscribed to the within instrument and acknowledged to me that 6ilsb6ithey executed he same in authorized capacity( and that by1�-ieritheirSignaturen the instrument the person(, or the entity upon beh elf which the persol acted, execut d the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CLAUDIA M. FERNANDEZ-SHAW hand d official seal - Notary Public - California ? Orance County Commission d 2228084 My COMM Extifts Jon 25, 2022 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its administrative general partner By: r. Chris Maffris, Vice President 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 Los Angeles On June 24, 2021 before me, Rutzel M. Castillo, Notary Public (insert name and title of the officer) personally appeared Chris Maffris who proved to me on the basis of satisfactory evidence to be the person(* whose name(.$) is/ace subscribed to the within instrument and acknowledged to me that he/sheAI:rey executed the same in his/hec[tbeir authorized capacity(-ies), and that by his/he#their signature(s) on the instrument the person fa), 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 seal. Signature (Seal) RUTZEL M. CASTILLO Notary Public - California Los Angeles County a Commission # 2278205 K 23 My Comm. Expires Mar 19, 20 DEVELOPER: Santa Ana Arts Collective, L.P., a California limited partnership By: Santa Ana Arts Collective, LLC, a California limited liability company, its administrative general partner Chris Maffris, Vice President By: WCH Affordable XVIII, LLC, a California limited liability company, its managing general partner By: Graham I. Espley-Jones, P esi e 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 1 County of Orange 1} On JILt?e ) 1 r 2azi before me, Leanne Truofreh, Notary Public Date Here Insert Name and Title of the Officer personally appeared Graham P. Espley-Jones Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person($) whose name(i) is/ace subscribed to the within instrument and acknowledged to me that he/slae4heta executed the same In his/Mer/fHeJc authorized capacity(ies), and that by his/*erMTeiT signature(2) on the instrument the person($), or the entity upon behalf of which the person($) acted, executed the instrument. a 0 LEANNE TRUOFREH - Notary Public - California Orange County Commission # 223R 150 My 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 ,officcial seal. Signature ��/ �� Signature of otary Pu c 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 Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: