HomeMy WebLinkAboutNATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA AND LEGACY SQUARE, L. P.RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
City of Santa Ana
City Clerk
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: City Clerk
No fee for recording pursuant to
Government Code Section 27383
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sMpwl,,,� A-2024-008
JAN 18 Z924 FIRST AMENDMENT TO DENSITY BONUS HOUSING AGREEMENT
o (Legacy Square)
w
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w THIS FIRST AMENDMENT TO DENSITY BONUS HOUSING AGREEMENT (this
w "Amendment") is made and entered into as of the _ day of 2024 ("Effective
o Date") by and between the City of Santa Ana, a charter city and municipal corporation of the
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D o State of California (the "City"), and National Community Renaissance of California, a California
c a nonprofit public benefit corporation (the "Developer"), and Legacy Square, L.P., a California
U° limited partnership (the "Tenant'). The City, Developer, and the Tenant are sometimes
collectively referred to as the "Parties." Terms not defined herein shall have the meaning set
forth in the DBA (as defined below).
RECITALS:
A. Santa Ana United Methodist Church (the "Fee Owner") is the owner of the real
property located within the City of Santa Ana, County of Orange, State of California, commonly
known as 609 North Spurgeon Street, Santa Ana, California, and further described in Exhibit A
attached hereto and incorporated herein by reference (the "Property").
B. Developer formed the Tenant to enter into a long-term ground lease with the Fee
Owner and to develop the ninety-three (93) unit affordable apartment complex on the Property as
more particularly described in the Density Bonus Application No. 2018-01 (the "Project").
Without the density bonuses, Developer and Tenant would only be permitted to build fifty-one
(51) units on the Property.
C. To set forth the term of the required density bonuses, the City and the Developer
entered into that certain Density Bonus Housing Agreement with an effective date of February 5,
2019 (the "DBA"), and the same was recorded against the Property on March 25, 2019, as
Recording No. 2019000092579, in the Official Records of Orange County, California (the
"Official Records").
D. The Tenant and the Fee Owner entered into that certain long-term ground lease
dated as of June 12, 2020, the same which was amended and restated by that certain amended
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and restated ground lease dated as of February 11, 2021, with the owner of the Property, Santa
Ana United Methodist Church, as further amended, ("Ground Lease"), with respect to a portion
of the Property, under which the Tenant has a valid leasehold interest in the Property ("Leased
Property"),
E. With this Amendment, the Parties desire to amend the DBA to clarify that the
covenants and obligations therein extend to and are only recorded against the Tenant's leasehold
interest in the Property, and not the Fee Owner's interest in the property.
NOW, THEREFORE, for and in consideration of the covenants, representations, warranties and
agreements set forth in the DBA, as amended herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Section 4.1 of the DBA is deleted in its entirety and replaced with the following:
4.1 Recording of Documents. No later than issuance of building permits for the Project,
Developer and the City shall record or cause to be recorded in the Official Records for Orange
County, California, an executed original of this Agreement. City shall cooperate with Developer
in promptly executing in recordable form this Agreement. Upon the date of recording, the terms
and conditions of this Agreement shall be binding upon and run with the Leased Property and the
Project. It is the express intent and agreement between the Parties that this Agreement shall
remain binding and enforceable against the Leased Property, the Project, and the Units to ensure
compliance with the State Density Bonus Law, City Density Bonus Law, and the City Housing
Opportunity Ordinance, and to ensure the continued supply of Affordable Units in the Project.
2. Section 8.2 of the DBA is deleted in its entirety and replaced with the following:
8.2 Covenants Run with the Land. The Leased Property shall be held, sold, conveyed,
hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions,
and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable
servitudes, liens and charges set forth in this Agreement shall run with the Leased Property and
shall be binding upon Tenant and all persons having any right, title or interest in the Leased
Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the
benefit of City and its successors and assigns, and may be enforced by City and its successors
and assigns. The covenants established in this Agreement shall, without regard to technical
classification and designation, be binding for the benefit and in favor of City and its successors
and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein
shall run in favor of City, without regard to whether City is or remains an owner of any land or
interest therein to which such covenants relate. However, all such covenants and restrictions
shall be deemed to run in favor of all real property owned by City which real property shall be
deemed the benefited property of such covenants and this Agreement shall create equitable
servitudes and covenants appurtenant to all real property owned by City and running with the
Leased Property in accordance with the provisions of Civil Code Section 1468. City is deemed
the beneficiary of the terms and provisions of this Agreement and of the covenants running with
the land, for and in its own right and for the purposes of protecting the interests of the
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community and other parties, public or private, in whose favor and for whose benefit this
Agreement and the covenants running with the land have been provided. Developer and Tenant
hereby declare their understanding and intent that the burden of the covenants set forth herein
touch and concern the land and that the Tenant's interest, and Developer's interest, if any, in the
Leased Property is rendered less valuable thereby. Tenant and Developer hereby further declare
their understanding and intent that the benefit of such covenants touch and concern the land by
enhancing and increasing the enjoyment and use of the Leased Property by the citizens of City
and by furthering the health, safety, and welfare of the residents of City.
3. The Parties agree that the legal description set forth in Exhibit A of the DBA shall
be deemed a reference to the leasehold interest in the Property and the Ground Lease establishing
the Leased Property, and all rights and interests granted therein.
4. Tenant hereby affirms that it agrees and assumes all obligations of Developer as
set forth in the DBA, and that Tenant is bound by the DBA, as amended herein, for all
obligations of the Developer as set forth in the DBA.
5. Tenant and Developer each agree, for themselves and their respective successors
and assigns that the entitlements and concessions set forth in the DBA are conditioned on the
Ground Lease continuing in effect for a period of at least fifty five (55) years from the initial date
of occupancy, as required by California Government Code § 65915 ("Statutory Affordability
Period"). In the event the Ground Lease is terminated prior to the Statutory Affordability Period,
or the Property is not operated in accordance with the affordability requirements for the duration
of the Statutory Affordability Period, then the Project shall be in violation of the conditions of
entitlement granted by the City, and the City shall have all rights and remedies available under
law or equity.
6. Developer and Tenant agree to defend (with counsel of City's choosing),
indemnify and hold harmless the City and its respective officers, officials, agents, employees,
representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability,
claims, orjudgment arising from any act or omission of Developer or Tenant in connection with
its obligations under the DBA or this Amendment, except to the extent caused by the active
negligence or willful misconduct of Indemnitees.
7. Except as amended herein, the DBA shall otherwise remain in full force and
effect. The Parties hereby agree that this Amendment shall not constitute a novation of the DBA,
and that this Amendment shall not affect the priority of the DBA as an encumbrance against the
Leased Property as compared to liens or other encumbrances on the Property or Leased Property
subsequent to the DBA.
8. This Amendment may be executed in one or more counterparts and as so executed
shall constitute a single instrument.
[Signatures on following page]
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KI-1 1112350.3
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their lawfully authorized officers.
Dated: 1 I 202
APPROVED AS TO FORM:
SONIA R. CARVALHO, City Attorney
tN,tG. a L Ir
By:
CIT F SA TA ANA
Tom Hatch
Interim City Manager
Dated: I li�(zy
Matthew R. Cody, Esq. Best, Best & Krieger
Dated: January 8, 2024
RECOMMENDED%R�(/l. OVAL:
Michael Garcia
Executive Director
Community Development Agency
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
rooms of orme
On layary AS , 2024, before me Rb 61 1. NIUAkQ , Notary Public,
personally appeared -hWKa• kiGU proved tome on the basis of satisfactory evidence to be
the p son(s) whose name(s)Qare subscribed to the within instrument and acknowledged to me
thatU/she/they executed the same in aher/their authorized capacity(ies), and that by
is her/their signature(s) on the instrument the person(s), 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.
WITN SS hand and official seal.
Signature
(Seal)
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K61 11123503
- Y h •- + ABIGA" Y. All"
'S Notary Public • California
Orange County
;•/ MCommission i 2474325
y Ccrr. Expires OK 26, 2027
DEVELOPER:
NATIONAL COMMUNITY RENAISSANCE OF
CALIFORN
By:
Name: Michael Finn
Title: Chief Financial Officer
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.
Stye of Ca mia 0
i
On 411140 r-/ !W 024, before me 0 h �N� , Notary Public,
personally appeared Finn proved tom on the basis of satisfactory evidence to be the
persorlKwhose name is/ire subscribed to the within instrument and acknowledged to me that
he/,�y executed the same in his/,W/tJ3eir authorized capacity, and that by his/be&Lbeif'
signaturen the instrument the person,(3 or the entity upon behalf of which the person4.9)'
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.
Signatur kZIU- �-
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KH 1112350.3
YYCNlNE EGUTA
Notary Public • Olifornia
San Bernardino County
Commission M 2466448
Oy Comm. Expires Oct 13, 2027
(Seal)
TENANT:
LEGACY SQUARE, L.P.,
a California limited partnership
By: NCRC Legacy MGP, LLC,
a California limited liability company,
its managing general partner
By: National Community Renaissance of California,
a California nonprofit public benefit corporation
its manager
By: `
Name: Michael Finn
Title: Chief Financial Officer
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.
of Cforma )
' 0 )
1
On JA"fW#'!y �, 2024, before me Vvi744a,OL Notary Public,
personally appeared Michael Finn proved to me/on the basis of atisfactory evidence to be the
person•(<whose namefrsj'is/subscribed to the within instrument and acknowledged to me that
he/51<4;a6y executed the same in his/}er/tlh2tiauthorized capacity(ie , and that by his/beet) eitr
signature,(.wyon the instrument the persons 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.
1
SignatureAk6=
0
KH 1112350.3
YVONNE EGUTA
Notary Publlt • Gllfamia
San Eemardino Caunry
Commission N 2466445
Oy Comm. Expires Oct 13, 2027
(Seal)
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL I OF LOT MERGER NO. 2020-07, RECORDED DECEMBER 18, 2020 AS INSTRUMENT NO, 2020-
0750977 OF OFFICIAL RECORDS, FURTHER DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF LOTS 4, 5, AND 10 AND ALL OF LOTS 8 AND 9 AND 11 THROUGH 19,
INCLUSIVE, OF THE THOMAS ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19, PAGE 17 OF
MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 15;
THENCE ALONG THE WESTERLY LINES OF SAID LOTS 15, 14, 11 AND 10, NORTH 00003'22" WEST
239.51 FEET TO THE NORTH LINE OF THE SOUTH 14.00 FEET OF SAID LOT 10;
THENCE ALONG SAID NORTH LINE, NORTH 89051'04" EAST 125.27 FEET TO THE WESTERLY LINE OF
SAID LOT 9;
THENCE ALONG THE WESTERLY LINES OF SAID LOT 9, 8 AND 5, NORTH 00-01'57" WEST 103,00 FEET
TO THE SOUTHEASTERLY LINE OF CIVIC CENTER DRIVE PER DOCUMENT RECORDED FEBRUARY
25, 1974 IN BOOK 1108 PAGE 466 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER;
THENCE ALONG SAID SOUTHEASTERLY LINE AND ITS NORTHEASTERLY PROLONGATION, NORTH
63030'35" EAST 99.51 FEET TO A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00
FEET, THE SOUTHERLY TERMINUS OF SAID CURVE BEING TANGENT TO THE EASTERLY LINE OF
SAID LOT 5;
THENCE NORTHEASTERLY, EASTERLY, AND SOUTHERLY ALONG SAID CURVE 50.81 FEET
THROUGH A CENTRAL ANGLE OF 116026'25" TO SAID POINT OF TANGENCY;
THENCE ALONG THE EASTERLY LINES OF SAID LOTS 5, 8, 9, 12, 13, AND 19 SOUTH 00003'00" WEST
359,21 FEET TO THE SOUTHEAST CORNER OF SAID LOT 19;
TIIENCE ALONG THE SOUTHERLY LINES OF LOTS 15 THROUGH 19, INCLUSIVE, SOUTH 89-37,16"
WEST 250.51 FEET TO THE POINT OF BEGINNING.
APN: 398-236-05 AND 398-236-07
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