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HomeMy WebLinkAboutBridges America Sher LP - 2001-04-020 i 1� 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder Illlll1111llllillllllllllllllllllllllllilllllilllllllllllllllillllllllll1NO FEE 2005000434154 04:19pm 06106/05 115 45 C38 5 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City. of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) THIS SUPPLEMENTAL MEMORANDUM REGARDING. AGREEMENT " CONTAINING' COVENANTS AFFECTINGRREA-L PROPERTZ'--(the"-Supplemental- Memorandum") is entered into this 15i"day of 2005 , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about March 18, 2002, City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site (the "Agreement"), a true and correct copy of which Agreement was recorded on April.16. 2002, as Instrument No. 20020316060 in the Official Records of the Orange County Recorder's Office. •M Page 1 of 3 PDA'.2002 Agree: Bridges America Sher RLS 2001-0917 C. Pursuant to Section I(B) of the Agreement, as soon as the thirty-third (33rd) "Affordable Unit" was rented to a "Lower Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household on -t-t e> z U &R\( I , 2005 . NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: l . The Affordability Period referred to in Section I(B) of the Agreement shall expire on e�,F>F-O P,3;Y 9 , 2035 (the thirtieth (30th) anniversary of the date that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. [signatures on next page] Page 2 of 3 PDA:2002 Apree: Bridees America Sher RLS 2001-0917 v • IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES AMERICA SHER, L.P., a limited partnership B?ejN%/1 Uz- zz" (Print or type) i Titl CITY OF HUNTINGTON BEACH, a municipal corporation or _ lerk VED AS TO FORM: c 51oCittorney REVIE ED AND. ROVED: INITI ED AND APPROVED: / City >nist.r ator Jc/Z5' �� ector of Planning SEE ATTACHED CERTIFICATE Page 3 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 • C� J CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Q4Jt— ss. l On l � O ,before me, ,� A M � Ns�AJ �� , Dat4 Name and Title of Officer (e.g., "Janelpoe, Notary Public")� personally appeared 'TO 0% V% 611 LuL4ti („A lvvwx Name(%�of Signer4) MOWS SM(TH Commisalon i 1325074 Notary Public - Caftmin Orange County jQMyCcrnn,E*kwOct13,20051 roved to me on the basis of satisfactory vidence to be the persoN4 whose namefs) is/aye subscribed to the within instrument and acknowledged to me that-he/shel'" executed the same in --his/her/t#eif- authorized capacity(4%), and that by kris/her/the+r- signature*�on the instrument the person(, or the entity upon behalf of which the person(fs.) acted, executed the instrument. WITNESS my hand a d official seal. Place Notary Seal Above Sign lure of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _ Su��(Qv"U-t" ora.ickH.-i t'tc n¢tw�Q� Document Date: kr5— Number of Pages: \ ►�/�e� Other Than Named Above: Capacity(ies) Cla' ed by Signer Signer's Name: M ❑ Individual Top of thumb here 71 Corporate Officer — Title(s): El Partner — ElLimited El General 71 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 1997 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas; in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 0 t CITY OF HUNTINGTON BEACH Inter Office Communication Planning Department TO: Joan L. Flynn, City Clerk FROM: Mary Beth Broeren, Principal Planner::5___q;y::> DATE: May 26, 2005 SUBJECT: Approval of a Supplemental Memorandum On March 18, 2002, the City Council approved an affordable housing agreement between the City of Huntington Beach and Bridges America Sher, L.P. for 33 units. The agreement was recorded on April 16, 2002. The attached Supplemental Memorandum was an exhibit to the agreement and, once recorded, establishes the beginning of the affordability period for the 33 units. Because the property owner has complied with the terms of the affordable housing agreement it is now appropriate to sign and record the Supplemental Memorandum. The Supplemental Memorandum has been prepared for recordation by the City. Attorney's office and has been signed by the property owner, the Director of Planning, the City Attorney and the City Administrator. The Supplemental Memorandum does not require City Council action as it was an attachment to the City Council -approved agreement. The Planning Department will have the document recorded upon obtaining the remaining signatures. Please sign the attached and have the Mayor sign, and return the document to me as soon as possible. Should you have any questions please call me at ext. 5550. Thank you. Attachment .�i2 00 /6 6161 �o xc: Howard Zelefsky, Director of Planning G:\BROEREN\HousingWFFHOUSE\Sher 52505.doc hm S,OGES qWF .Bridges America Foundation Inc. ���Fl�Rtarhrnd Resolution of the Board of Directors of (tie Bridges America Foundation The following resolution was adopted by the Board of Directors of the Bridges America Foundation (Bridges) effective September 1, 1999. Resolved that JoAnn Man, Affordable !lousing Coordinator of Bridges be here by authorized to execute and deliver such documents and instruments necessary on behalf of Bridges America Foundation, as General Partner, to the City of Huntington Beach in regard to affordable deed restrictions to be recorded on (lie property located at 16112 Sher Lane and 16121 Parkside Lane, Huntington Beach. Dated as of September 1, 1999 St a i Date Director Phone: (714) 962-1302 18837 Brookhurst Street Tax: (714) 962-2922 Suite 303 Fountain (alley, CA 92708 Recorded in Official Records, County of Orange Darlene Bloom, Interim Clerk Recorder RECORDING REQUESTED BY ) I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII NO FEE AND WHEN RECORDED MAIL TO: ) 20020316060 08:48am 04/16/02 100 73 Al2 16 City of Huntington Beach ) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) lop(Space above for recorder) �j-� This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND BRIDGES AMERICA SHER, L.P. THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement') is entered into this 18th day of March . , 200 2 , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"),. and supersedes Instrument No. 20010367365 which was recorded on June 5, 2001, concerning the property described hereinbelow. RECITALS: WHEREAS, Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A." There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units- shall be subject to the Covenants contained herein; and Owner has entered into several agreements with other developers to use the Site to satisfy the affordable housing requirements of various development projects; and City and Owner have set forth the individual development projects and number of affordable housing units required for each project that will be provided on the Site on the matrix attached hereto as Exhibit "C" and incorporated by this reference as though fully set forth herein; and PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • • City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. AFFORDABLE HOUSIN (A) Number of Units. Owner agrees to make available, restrict occupancy to, and lease thirty-three (33) Affordable Units on the Site to "Lower Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the thirty-three (33) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of thirty-three (33) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "Lower Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the thirty-third (33rd) Affordable Unit has been rented to a Lower Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the thirty-third (33rd) Affordable Unit has been rented to a Lover Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit "B." 2 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall.submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the best of its knowledge each Tenant of an Affordable Unit is a Lower Income Household and meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the. Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the riext residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to -be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised. Orange County median income figures by the United States Department of Housing and Urban Development. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • 1 • OWNER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL PAYMENTS TO BE ESTABLISHED BY THIS FORMULA ARE NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE ESTABLISHED AT A LEVEL SUBSTANTIALLY BELOW THE FAIR MARKET RENT LEVELS. OWNER HEREBY AGREES TO RESTRICT THE AFFORDABLE UNITS ACCORDINGLY. (E) Annual Report. Within sixty (60) days after the end of each calendar year during the Affordability Period, Owner shall submit to City a report verifying Owner's compliance with the provisions of Section I(a)-(D) of this Agreement Owner's final annual report shall be submitted to City within sixty (60) days after the end of the Affordability Period. Each annual report shall identify the number and location of the Affordable Units for the applicable reporting period, the identify of each Tenant occupying an Affordable Unit during any portion of such period, the income and family size of each such Tenant, the Affordable Rent for each of the Affordable Units, and the actual contract rent actually charged. If City prescribes a particular form to be utilized by Owner in preparing the annual report, Owner shall utilize said form, provided that it complies substantially with the foregoing requirements. II. NON-DISCRIMINATION. Owner, on behalf of itself and its successors, assigns, and each. successor in interest to the Site or any part thereof, hereby further covenants and agrees during the Affordability Period: (A) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale,. lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of any of the Affordable Units on the Site. Each and every lease and contract entered into with respect to any of the Affordable Units on the Site during the Affordability Period shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming -under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any other person claiming under or through it, establish or permit such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 4 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." III. USE RESTRICTIONS During the Affordability Period, Owner shall be required to take all reasonable steps necessary to ensure that each Tenant of an Affordable Unit and all assignees and transferees of such Tenant have knowledge of all terms and conditions of this Agreement by including in each and every lease and rental agreement a clause which incorporates this Agreement by reference and makes this Agreement a part of an attachment to such lease or rental agreement. In addition, during the Affordability Period, each lease for any of the Affordable Units on the Site shall contain provisions that the Affordable Unit shall be occupied, used, and maintained as follows: (A) the dwelling unit shall be used only for private dwelling purposes, with appurtenant facilities, and for no other purposes; (B) the Tenant shall. not permit or suffer anything to be done or kept upon the premises which will increase the rate of insurance on any building, or on the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor shall any Tenant commit or permit any nuisance on the premises or fail to keep the premises free of rubbish, clippings, and trash or commit or suffer any illegal act to be committed thereon; (C) the Tenant shall comply with all of the lawful requirements of all governmental authorities with respect to the premises; (D) there shall be no structural alteration, construction, or removal of any building, fence, or other structure on the Site (other than repairs or rebuilding permitted herein) without the approval of City; (E) no person shall be permitted to occupy the premises for transient or hotel purposes; and (F) the Tenant shall comply in all respects with this Agreement and any failure by the Tenant to comply with the terms of this Agreement shall be a default under the Tenant's lease. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 IV. APPLICABLE LAW (A) If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (B) This Agreement shall be construed in accordance with the laws of the State of California. V. MISCELLANEOUS (A) Binding on Successors and Assigns. The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner and any successor to Owner's right, title, and interest in and to all or any portion of the Site, for the benefit of and in favor of the City of Huntington Beach. All the covenants contained in this Agreement shall remain in effect for the Affordability Period, and shall automatically terminate and be of no further force or effect after such time. Upon expiration of the Affordability Period, City agrees to cooperate with Owner, at no cost to City, in removing this Agreement of record from the Site. Balance of page intentionally left blank PDA:2002 Agree: Bridges America Sher RCS 2001-0917 08 JAN 2002 (B) Subordination to Trust Deeds. Notwithstanding any other provision in this Agreement to the contrary, the covenants and agreements established in this Agreement at all times shall be junior and subordinate to the lien of any mortgage or deed of trust recorded by or on behalf of a lender to secure a loan for the acquisition or improvement of the Site, including without limitation any deed of trust recorded concurrently herewith. City agrees at -no expense to City, to execute such documents as may be reasonably requested by Owner, any successor or assign to Owner's right, title, and interest in and to all or any portion of the Site, or any lender of any such person subordinating City's rights and interest under this Agreement to the lien of any trust deed recorded or to be recorded by a lender securing a loan for the acquisition or improvement of the Site. Owner, Owner's successor or assign, or the benefited lender shall be responsible for preparing the document(s) creating such subordination of City's interest. IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTINGTON BEACH, BRIDGES AMERICA SHER, a municipal corporation a ?1tdership BYZ_11N) ayor Nnh (Print or type) ATTEST. TitleAkwe44 City Cierk APPROVED AS TO FORM: �tto'rnLTED ey REVIEWED AND APPROVED: ININD APPROVED: City Ad inistrator irector of Planning i PDA:2002 Agree: Bridges America Sher \ RLS 2001-0917 08 JAN 2002 CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT • State of<t//,4Z County of Jce!t l &� On ,09! ' 1 og_ s9002_ before me, !/ / V /,41' °C 11`VO U7'>41— Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared , Name(s) of Signer(s) ❑ personally known to me - OR -droved to me on the basis of satisfactory evidence to be the person�4 whose names) is/aye subscribed to the within instrument and acknowledged to me that 44e/she/threq executed the same in f:tis/her/.th& authorized capacity(ie&), and that by 44s/her/heir signature(* on the instrument the person(*, VIRGINIA R. MELTON or the entity upon behalf of which the person(s)-acted, Commission # 12M73 executed the instrument. Notary Public - Calitomia Jf Orange County WITNESS my hand and official seal. 4QNyCommBphxjon 1a2M5 Signature of NotaTy Public OPT/O d Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached -Document Title or Type of Document: Document Date: - O Z Number of Pages: — Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER Signer's Name: 1 Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER 01995 National Notary Association - 8236 Remmet Ave., P.O. Box 7164 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PURPA ACKNOWLEDGMENT • State of 4.41lEm V*114 County �oof %�� On /�/�� v97 _, l0Z before me, (/ �r/�%!,4 Ale.l7`7�h/ DaName and Title of Officer (e.g., "Jane Doe, otery Public") personally appeared Name(s) of Signer(s) Xpersonally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(&) — whose namefsj is/a;s-subscribed to the within instrument and acknowledged to me that-#e/she/tip executed the same inNeher/their authorized capacityfie&), and that by 4►is/herMgeir signature(a) on the instrument the person4,- VIRGINIA R. MELTON or the entity upon behalf of which the personfsi-acted, Coremtssion # 1290573 executed the instrument. Notary Public - Cankmnia F Orange County► MYComm-B0wjan1&Z05 WITNESS my hand and official seal. Signature of Notarf Public OPT/ OZL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description c Title or Type of C Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ ❑ El Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Signer's Name: El ❑ ❑ r v as: Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER of 0 1995 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PU ACKNOWLEDGMENT State of California County of 'range On �"� Z before me, Date personally appeared e' wtv Nicholas R. Mine - Notary Public Name and Title of officer (e.g., 'Jane Doe. Notary Public) Z, a I- c%-t-,v Name(s) of Signer(s) ❑ personally known to me - OR - [improved to me on the basis of satisfactory evidence to be the person(4�_ whose name(,qt,�is/atesubscribed to the within instrument _and acknowledged to me that i /she/thgjL executed the same in WgLher/theKauthorized capacity(ies�_and that by i� hj<her/thod_signature(0_on the instrument the person(4 NIC OLASmission R. 1959 or the entity upon behalf of which the person(A_acted, LINE Commission# t 195952 Z Notary Public - Carifomia executed the instrument. Z orange County mycomm. 8gxresOct 5,2002 WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title. or Type of Document: ' ► `� "� C&A t4'� Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: NV *4 'V�_ 6(1,u4A--' ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — 1 i Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or s_ervator PS Other: rt-rfo �I�A rd Ur Top of thumb here i Im.cp.{. Signer Is R cur epresenting: Signer's Name: ❑ Individual 0 Corporate Officer Title(s): • Partner — ❑ Limited C, General Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Tot: •numo nere Signer Is Representing 0 1994 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309.7184 Prod. No. 5907 Reorout Cat Totl•Free • .8W-876.6827 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. Exhibit "A" PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • W.■1: _ RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) . THIS SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Supplemental Memorandum") is entered into this day of , 200_, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about , 200, City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site (the "Agreement"), a true and correct copy of which Agreement was recorded on , 200_, as Instrument No. in the Official Records of the Orange County Recorder's Office. Exhibit-"B" Page 1 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 C. Pursuant to Section I(B) of the Agreement, as soon as the thirty-third (33rd) "Affordable Unit" was rented to a "Lower Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household on , 200 NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: 1. _The Affordability Period referred to in Section I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. [signatures on next page] Exhibit `B" Page 2 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • • IN WITNESS WHEREOF, City and O,,vner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTL TGTON BEACH, BRIDGES AMERICA SHER, L.P., a municipal corporation a limited partnership By Name (Print or type) Title REVIEWED AND APPROVED: City Administrator Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney INITIAT50 AND APPROVED: DRectotof Planning Exhibit `B" Page 3 of 3 PDA:2002 Agree: Bridges America Sher US 2001.0911 08 JAN 2002 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • • EXHIBIT "C" MATRIX OF AFFORDABLE UNITS LOCATED AT 16122 SHER LANE/16161 PARKSIDE LANE Projects for which No. of Sher/Parkside Units Are Bridges Approved Units TT 15691 3 TT 15734 2 TT 15816 9 TT 15943 1 TT 16196 2 TOTAL 17 Sher/Parkside Units Remaining: 16 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 Date Approved 3/31 /99 7/28/99 6/28/00 3/8/01 8/6/01 f LA oz ,� , Fskl PI,/ N1Nh Council/Agency Meeting Held: Deferred/Continued to: *A proved ❑ Conditionally Approved ❑ Denied W. City Clerk*Signature Council Meeting Date: \March 18, 2002 Department ID Number: PI 02-OT CITY OF HUNTINGTON BEACH'S REQUEST FOR ACTION -� SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS J SUBMITTED BY: RAY SILVER, City Administrator 020 PREPARED BY: HOWARD ZELEFSKY, Director of Planning SUBJECT: APPROVE AGREEMENTS CONTAINING COVENANTS BETWEEN THE CITY OF HUNTINGTON BEACH AND VPM BRIDGES APARTMENTS, L.P. AND BETWEEN THE CITY OF HUNTINGTON BEACH AND BRIDGES AMERICA SHER, L.P. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Transmitted for your consideration are two affordable apartment units at Nichols Street and 33 apartment income households for a period of thirty years. These__ by the City Council but have been modified to reflect a Funding Source: Not applicable. Recommended Action: Motion to: housing agreements that restrict 77 units at Sher/Parkside Lane to low - units M "Approve the Agreement Containing Covenants Affecting Real Property By and Between the City of Huntington Beach and VPM Bridges Apar ments, L.P. and authorize the Mayor and City Clerk to sign and execute and the City Clerk to record (ATTACHMENT NO. 1); and" 2. "Approve the Agreement Containing Covenants Affecting Real Property By and Between the City of Huntington Beach and Bridges America -Sher, L.P. and authorize the Mayor and City Clerk to sign and execute and the City Clerk to record (ATTACHMENT NO. 2)." 0 REQUEST FOR ACTION 0 MEETING DATE: March 18, 2002 DEPARTMENT ID NUMBER: PL02-07 Alternative Action(s): The City Council may make the following alternative motion: "Continue the Agreements Containing Covenants Affecting Real Property By and Between the City of Huntington Beach and VPM Bridges Apartments, L.P. and Bridges America Sher, L.P. and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant: Bridges America Sher, L.P., 18837 Brookhurst St., Ste. 303, Fountain Valley, CA 92708 and VPM Bridges Apartments, L.P., c/o Village Investments, 2400 Main St., Ste. 201, Irvine, CA 92614 /7'-<-,J1 Location: The covenanted properties are located at 16884 Nichols Street and 16-1-2-21611A Sher Lane/16�169 Parkside Lane. The affordable housing agreements restrict 77 apartment units at Nichols Street and 33 apartment units at Sher/Parkside Lane to low-income households for a period of thirty years. The Nichols Street project was previously owned by Bridges America Foundation, L.P. and has recently been acquired by VPM Bridges Apartments, L.P. The Sher/Parkside Lane project is owned and managed by Bridges America Sher, L.P. B. BACKGROUND In 1995 Bridges America began establishing an affordable housing "bank" by which the City's affordable housing requirement could be met. Developers would pay a per unit fee to Bridges America which subsequently would restrict the associated units to low income households. for a thirty year period. In October 2000, the City Council approved an agreement for 80 units at the Nichols Street project, the first "bank" established. On April 2, 2001, the City Council approved an affordable housing agreement for 33 units at the Sher/Parkside Lane property. As part of the Economic Development Department's recent affordable housing monitoring effort, it was determined that three of the units at Nichols Street were previously encumbered as affordable under the City's Community Development Block Grant program (Attachment No. 3). In order to rectify this situation, it wasdetermined that the previously recorded agreements for the subject properties should be changed to reallocate three of the Nichols Street units to Sher/Parkside Lane. At approximately the same time, the City was notified that the Nichols Street project was being sold to VPM Bridges Apartments, L.P. PL02-07 -2- 2/25/2002 2:15 PM 0 REQUEST E T FOR ACTION • MEETING DATE: March 18, 2002 DEPARTMENT ID NUMBER: PL02-07 C. STAFF ANALYSIS AND RECOMMENDATION: The Nichols Street agreement (Attachment No. 1) has been modified to reflect the reduction in units and the new ownership. The three units encumbered by the City's CDBG program are covered by a separate instrument, which does not require revision. The exhibit identifying encumbered units for the Sher/Parkside agreement (Attachment No. 2) has been updated to reflect the three units transferred from the Nichols project, as well as two additional units that were encumbered after the original agreement was approved. Both agreements have been reviewed and signed by all parties and the City Attorney's office. Staff recommends that the City Council approve the agreements. Environmental Status: The subject request is exempt pursuant to the California Environmental Quality Act. Attachment(s): City Clerk's .•- Number No. Description1 1. Affordable HousingAgreement with VPM Bridges A artments, L.P. Stt VF 600 lo, 2. Affordable Housing Agreement with Bridges America Sher, L.P. 3. Memorandum from David Biggs to Howard Zelefsky, dated December 3, 2001 RCA Author: MBB PL02-07 -3- 2/25/2002 2:15 PM ATTACHMENT 2 1 i � • CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 2, 2002 --� Darlene J. Bloom County Clerk -Recorder P. 0. Box 238 Santa Ana, CA 92702 Enclosed please find Agreement Containing Covenants Affecting Real Property by and between the City of Huntington Beach and Bridges America Sher, LP to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of Agreement Containing Covenants when recorded to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures g:/followup/misc... doc Agreement Containing Covenants — Bridges America Sher, L.P. (Telephone: 714-536-5227) . RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND BRIDGES AMERICA SHER, L.P. THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement") is entered into this 18th day of March , 200 2 , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"), and supersedes Instrument No. 20010367365 which was recorded on June 5, 2001, concerning the property described hereinbelow. RECITALS: WHEREAS, Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A." There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units'shall be subject to the Covenants contained herein; and Owner has entered into several agreements with other developers to use the Site to satisfy the affordable housing requirements of various development projects; and City and Owner have set forth the individual development projects and number of affordable housing units required for each project that will be provided on the Site on the matrix attached hereto as Exhibit "C" and incorporated by this reference as though fully set forth herein; and PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. AFFORDABLE HOUSING (A) Number of Units. Owner agrees to make available, restrict occupancy to, and lease thirty-three (33) Affordable Units on the Site to "Lower Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the thirty-three (33) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of thirty-three (33) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "Lower Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for. family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the thirty-third (33rd) Affordable Unit has been rented to a Lower Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced. by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the thirty-third (33rd) Affordable Unit has been rented to a Loyer Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit `B." 2 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the best of its knowledge each Tenant of an Affordable Unit is a Lower Income Household and.meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. . (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised Orange County median income figures by the United States Department of Housing and Urbari Development. 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 OWNER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL PAYMENTS TO BE ESTABLISHED BY THIS FORMULA ARE NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE ESTABLISHED AT A LEVEL SUBSTANTIALLY BELOW THE FAIR MARKET RENT LEVELS. OWNER HEREBY AGREES TO RESTRICT THE AFFORDABLE UNITS ACCORDINGLY. wner's initials (E) Annual Report. Within sixty (60) days after the end of each calendar year during the Affordability Period, Owner shall submit to City a report verifying Owner's compliance with the provisions of Section I(a)-(D) of this Agreement. Owner's final annual report shall be submitted to City within sixty (60) days after the end of the Affordability Period. Each annual report shall identify the number and location of the Affordable Units for the applicable reporting period, the identify of each Tenant occupying an Affordable Unit during any portion of such period, the income and family size of each such Tenant, the Affordable Rent for each of the Affordable Units, and the actual contract rent actually charged. If City prescribes a particular form to be utilized by Owner in preparing the annual report, Owner shall utilize said form, provided that it complies substantially with the foregoing requirements. II. NON-DISCRIMINATION. Owner, on behalf of itself and its successors, assigns, and each successor in interest to the Site or any part thereof, hereby further covenants and agrees during the Affordability Period: (A) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of any of the Affordable Units on the Site. Each and every lease and contract entered into with respect to any of the Affordable Units on the Site during the Affordability Period shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any other person claiming under or through it, establish or permit such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 4 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure .or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." III. USE RESTRICTIONS During the Affordability Period, Owner shall be required to take all reasonable steps necessary to ensure that each Tenant of an Affordable Unit and all assignees and transferees of such Tenant have knowledge of all terms and conditions of this Agreement by including in each and every lease and rental agreement a clause which incorporates this Agreement by reference and makes this Agreement a part of an attachment to such lease or rental agreement. In addition, during the Affordability Period, each lease for any of the Affordable Units on the Site shall contain provisions that the Affordable Unit shall be occupied, used, and maintained as follows: (A) the dwelling unit shall be used only for private dwelling purposes, with appurtenant facilities, and for no other purposes; (B) the Tenant shall not permit or suffer anything to be done or kept upon the premises which will increase the rate of insurance on any building, or on the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor shall any Tenant commit or permit any nuisance on the premises or fail to keep the premises free of rubbish, clippings, and trash or commit or suffer any illegal act to be committed thereon; (C) the Tenant shall comply with all of the lawful requirements of all governmental authorities with respect to the premises; (D) there shall be no structural alteration, construction, or removal of any building, fence, or other structure on the Site (other than repairs or rebuilding permitted herein) without the approval of City; (E) no person shall be permitted to occupy the premises for transient or hotel purposes; and (F) . the Tenant shall comply in all respects with this Agreement and any failure by the Tenant to comply with the terms of this Agreement shall be a default under the Tenant's lease. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 IV. APPLICABLE LAW (A) If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.. (B) This Agreement shall be construed in accordance with the laws of the State of California. V. MISCELLANEOUS (A) Binding on Successors and Assigns. The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner and any successor to Owner's right, title, and interest in and to all or any portion of the Site; for the benefit of and in favor of the City of Huntington Beach. All the covenants contained in this Agreement shall remain in effect for the Affordability Period, and shall automatically terminate and be of no further force or effect after such time. Upon expiration of the Affordability Period, City agrees to cooperate with Owner, at no cost to City, in removing this Agreement of record from the Site. Balance of page intentionally left blank PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 (B) Subordination to Trust Deeds. Notwithstanding any other provision in this Agreement to the contrary, the covenants and agreements established in this Agreement at all times shall be junior and subordinate to the lien of any mortgage or deed of trust recorded by or on behalf of a lender to secure a loan for the acquisition or improvement of the Site, including without limitation any deed of trust recorded concurrently herewith. City agrees at no expense to City, to execute such documents as may be reasonably requested by Owner, any successor or assign to Owner's right, title, and interest in and to all or any portion of the Site, or any lender of any such person subordinating City's rights and interest under this Agreement to the lien of any trust deed.recorded or to be recorded by a lender securing a loan for the acquisition or improvement of the Site. Owner, Owner's successor or assign, or the benefited lender shall be responsible for preparing the document(s) creating such subordination of City's interest. IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. • Lf BRIDGES AMERICA SHER, a ?eioAgg nership B/ / N 11Z-11f (Print or type) Title REVIEWED AND APPROVED: City Ad inistrator PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 CITY OF HUNTINGTON BEACH, a municipal corporation ayor C ATTEST: City Clerk APPROVED AS TO FORM: ✓C� � y�Z2-o4- IC' C;�y ,attorney INIT TED AND APPROVED: irector of Planning 7 CALIFORNIA ALL-PURPO&CKNOWLEDGMENT State off/��� County of On e�� wr7, 4002_ before me, /Z1 /��� � 12 71 .Date � Name and Title of Officer (e.g., "Jane Doe. Notary Public") personally appeared Name(s) of Signer(s) ❑ personally known to me - OR -droved to me on the basis of satisfactory evidence to be the persor44 whose name(.&) is/ar4a subscribed to the within instrument and acknowledged to me that 4ie/she/they executed the same in Mfs/her/their authorized capacity0ee), and that by iris/her/their signature(•s) on the instrument the person(*, VWGINIA R. MELTON or the entity upon behalf of which the person(i}-acted, _ CommWm # 12M573 executed the instrument. Notary Public - Caltfanta ZfE Orange Counryr WITNESS my hand and official seal. tN1►GortmBpkea•lan 1&=5 tigna=INotdfy Public 0PT10 AL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ,-ee/J1tn� �U�1r�4ini� li0vt.o.r�yS �1�f ttri" Title or Type of Document: A16 h ��7.c �< �r'��► n►- Document Date: U Z / Number of Pages: -- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ El Individual Corporate Officer Title(s): Partner — Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Signer's Name: El 10 11 Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER 0 1995 National Notary Association •.8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 . Prod. No. 5907 Reorder: Call Toll -Free 1-800.876.6827 CALIFORNIA ALL-PURPOG ACKNOWLEDGMENT • State of � �f�0le A/i/4 County of /� On %1�.4�/ j 97 �v2_ before me, l/ �/� �� A* /yUrA-9 , Date--' Name and Title of Officer (e.g., "Jane Doe, gotary Public") personally appeared Name(s) Xpersonally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s)— whose nameH is/are-subscribed to the within instrument and acknowledged to me that 4:v-gshe/" executed the same in Neher/t4eir authorized capacity(4es), and that by .his/herMeir signaturaW on the instrument the person4,. VIRGINIA R. MELTON or the entity upon behalf of which the persons acted, Camrnisston # 11290573 executed the instrument. Nola V Public - Ca6tomia y VVCamm-Eomiant32MI5 WITNESS my hand and official seal. Signature of Nota Public OPT/O L Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attacheq Document - ed v>oh,v,7,ve e Title or Type of Document: i'Q /^T �C�/! 7rlfc /lov 1- 17lx/,-1 l-z Document Date: Ir- 2j2— Number of Pages: Signer(s) Other Than Named Above: 70/ Capacity(ies) Claimed by Signer(s) Signer's Name: Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER of thumb here Signer's Name: 01 El 11 Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER 0 1995 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT California State of County of Orange On �`g N `� Z�' before me, Date `� personally appeared �;y -I N� Nicholas R. Kline - Notary Public Name and Title of Officer (e.g., 'Jane Doe. Notary PublKl Zu L c/1 Names) of Signer(s) ❑ personally known to me - OR - improved to me on the basis of satisfactory evidence to be the person(4L whose name(sUs/c74subscribed to the within instrument and acknowledged to me that bO//she/th4L executed the same in hIOer/th(Kauthorized capacity(ie�nd that by hither/thk_signature()-on the instrument the person(AC NICHOIASR.ruNE or the entity upon behalf of which the person(�acted, Commission # 1195952 N t P b1'c-Carifania � executed the instrument. o ary u .i Z Orange County My Comm. BormOct 5,2002 WITNESS my hand and official seal. IF Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and couid prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: �C-LS�t t ey% `( ►f�-✓ ��- E'er �"� j Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:`J 4--w i— 6Uy� Individual Corporate Officer Title(s): Partner — Limited ❑ General Attorney -in -Fact Trustee Guardian or�Co servafor `-- Other: fir �'�-� Lis Top of thumb here r /d.c.{, Signer Is R ur � tQ/� RrQ1L epresenting: Signer's Name: ❑ ❑ ❑ ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited C. General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHTTHUMBPRW OFSIGNER W I_ya Nattonai Notary rLss Lion - ocx nemmet Ave., r.U. 5011 7184 - Canoga rant. CA 91309.7184 Prod. No. 5907 Reoroer Sap Tvl•Free '-d00.87F61127 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. Exhibit "A" PDA:2002 Agree: Bridges America Sher R1S 2001-0917 O8 JAN 2002 EXHIBIT "B" RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) THIS SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Supplemental Memorandum") is entered into this day of , 200_, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about , 200 , City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site (the "Agreement"), a true and correct copy of which Agreement was recorded. on , 200, as Instrument No. in the Official Records of the Orange County Recorder's Office. Exhibit "B" Page 1 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 C. Pursuant to Section I(B) of the Agreement, as soon as the thirty-third (33rd) "Affordable Unit" was rented to a "Lower Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household on , 200_ NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: L The Affordability Period referred to in Section I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. [signatures on next page] Exhibit `B" Page 2 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 E T WITNESS WHEREOF, City and O,,vner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTL\TGTON BEACH, BRIDGES AMERICA SHER, L.P., a municipal corporation a limited partnersl-# By Mayor NaFne (Print or type) Title REVIEWED AND APPROVED: City Administrator ATTEST: City Clerk APPROVED AS TO FORM: City Attorney INITIA'T50 AND APPROVED: aie-ctot of Planning E-hibit "B" Page 3 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 • EXHIBIT "C" MATRIX OF AFFORDABLE UNITS LOCATED AT 16122 SHER LANE/16161 PARKSIDE LANE Projects for which No. of Sher/Parkside Units Are Bridges Approved Units TT 15691 3 TT 15734 2 TT 15816 9 TT 15943 1 TT 16196 2 TOTAL 17 Sher/Parkside Units Remaining: 16 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 Date Approved 3/31 /99 7/28/99 6/28/00 - 3/8/01 8/6/01 CJ IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES AMERICA SHER, L.P.; a limited partnership I., Na rfe �I�D / f /t/ fit/ W L tl%�/t� dA��WZL (Print or type) Title 0. -/�� I M REVIEWED AND APPROVED: City Administrator PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 CITY OF HUNTINGTON BEACH, a municipal corporation Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Atkorney a Fog INITiA AND APPROVED: D' ect of Pla ning Exhibit `B" Page 3 of 3 CALIFORNIA ALL-PURPQ.SE ACKNOWLEDGMENT California State of county of Orange On �S. � �- before me, Nicholas R. Kline - Notary Public Date y � ^-� Name and Title of Officer (e.g.. 'Jane Doe. Notary Pubticl �� (_� /_t14ey personally appeared , Name(s) of Signer(s) - - ❑ personally known to me — OR—VLproved to me on the basis of satisfactory evidence to be the person( whose name(ao-is/subscribed to the within instrument and acknowledged to me that IAfbjshe/thgr executed the same in t4her/&U4authorized capacity(ieU and that by NICHOLAS R. KLINE [Wher/tW signature(oon the instrument the person(g Commission # 1195952 z or the entity upon behalf of which the person(. acted, Notary Publlc- California $ executed the instrument. Z Orange County Mycomm.F3ttesoat 5,7J02 WITNESS rely hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to. another document. Description of Attached Document Title or Type of Document: 1— Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) -Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner —% Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or onservator ' f L Other: 40701"7-,v4-Va `r TOP of thumb here Signer Is Representing: Signer's Name: ❑ Individual Cl Corporate Officer Title(s): ❑ Partner — ❑ Limited E. General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: I Top •rn;rro nere Signer Is Representing 0 1994 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309.7184 Prod- No. 5907 Reorow San TA -Free ' 800.876 6827 ATTACHMENT 3 CITY OF HUNTINGTON BEACH InterOffice Communication Economic Development Department TO: Howard Zelefsky, Director of Planning FROM: David C. Biggs, Director of Economic Development DATE: December 3, 2001 SUBJECT; Bridges Affordable Housing Covenants - 16884 Nichols Street As part of the Economic Development Department's efforts to monitor our affordable housing projects for compliance with our restrictive covenants, my staff recently discovered a problem with the.Bridges Foundation project on Nichols Street. It appears that three units that were made affordable to low-income families under the City's CDBG program in .1997 were recently sold again for low-income housing under the City's inclusionary housing program. In order to secure the units made affordable under. the CDBG program in 1997, the Economic Development Department recorded a covenant on:the;property restricting three . units for-30 years: Subsequently;.. all 80 units at the property were.sold to. various developers satisfying affordability requirements under the inclusionary housing program, and a different 30-year covenant was recorded on all 80 units. These two covenants together imply that 83 units are affordable at the property, which is not possible with only 80 units available. As neither the City nor Bridges intended to over -encumber the property, we discussed with Bridges various solutions for this problem. The most agreeable solution appears to be for three of the inclusionary units at Nichols to be transferred to the Bridges project on Sher Lane. This would require that the inclusionary covenant on Nichols be reduced from 80 units to 77 units; the covenant on Sher Lane would then be increased correspondingly. We have discussed the solution with Senior Planner Mary Beth Broeren, and she indicated a willingness to implement the proposal to correct the discrepancy at the Nichols project. It is my understanding that Mary Beth will be requesting the appropriate documents to accomplish this proposal. My staff will provide whatever assistance. necessary to -.ensure this is accomplished. • • RCA ROUTING SHEET INITIATING DEPARTMENT: Planning SUBJECT: Agreements Containing Covenants between the City and 3 VPM Bridges Apartments, L.P. and between the City and Bridges America Sher, L.P. COUNCIL MEETING DATE: March 18, 2002 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) Signed in full by the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attome) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (if applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING; ATTACHMENTS RCA Author: HZ:SH:MBB:kjl n CITY OF HUNTINGTON BEACH Inter Office Communication Planning Department TO: Connie Brockway, City Clerk m =' ` .D n -'' FROM: Howard Zelefsky, Director of Planning S2 DATE: March 18, 2001 0 D SUBJECT: LATE COMMUNICATION; ITEM E-2 Attached please find three revised pages, as prepared by the City Attorney's office, for Attachment No. 2 to Item E-2. The word "moderate" has been changed to "lower" to be consistent with the intent and rest of the agreement. The original pages, as numbered in the Request for Council Action, are attached for reference purposes. The changes have been reviewed by Bridges America Sher, L.P.; please find their letter of concurrence attached to this memorandum. Thank you. xc: Ray Silver, City Administrator LATt- coMM�wcRonl GAFORMSTLANNIN G\memo.doc City and Owner wish to enter into a formal agreement to provide for the long term affordla ility.of the Affordable Units on the Site, NO , THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND ALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS AC OWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. (A) Numb"er of Units. Owner agrees to make available, restrict occupancy to, and lease thirty-three (33) ffordable Units on the Site to "Moderate Income Households" at an "Affordable Rent" for the dura ion of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the thirty-three (33) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of thirty-three (33) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term 'Moderate Income Household" shall mean persons and families whose income does not exceed`eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal resid\ e is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordab Units. shall be subject to the requirements of this Agreement from the date of this Agreement until e date that is thirty (30) years from the date the thirty-third (33rd) Affordable Unit has been renteZl,,to a Moderate Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will\�e enforced by Owner as units are vacated and become available for rental to eligible households\tn the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the thirty-third (33rd) Affordable Unit has been rented to a Moderate Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit `B." PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner sh 1 submit to City a completed income computation and certification form, in such form as is genera used by City in administering its affordable housing program from time to time. Owner shall ce 'fy that to the best of its knowledge each Tenant of an Affordable Unit is a Moderate Income ousehold and meets the eligibility requirements established for the particular Affordable Unit occ vied by such household. Owner shall obtain an income certification from each Tenant of an ble Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtai � two (2) paycheck stubs from the Tenant's two (2) most. recent pay periods. (2) Obtain a true\copy of an income tax return from the Tenant for the most recent tax year in which a return was fiIkd. the Tenant. (3) Obtain an income (4) Obtain an income veri Security Administration and/or the California Dep receives assistance from such agencies. fication certification from the employer of certification from the Social Social Services if the Tenant (5) Obtain an alternate form of income\verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, Aen the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, s provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. They maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units requi to be leased to Lower Income Households shall be established at thirty-five percent (35 %\tin seventy-nine percent(79%) of the monthly area median income adjusted for household size. \ The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised Orange County median income figures by the United States Department of Housing and Urban Development. PDA:2002 Agree: Bridges America Sher RLS 2001-0917 O8 JAN 2002 0 ; 0 C. Pursuant to Section I(B) of the Agreement, as soon as the thirty-third (33rd) "Af o�dable Unit" was rented to a "Moderate Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemb tal Memorandum memoralizing the expiration date of the "Affordability Period" (as that term >s 4efined in the Agreement). D. Gity and Owner agree that the thirty-third (33rd) Affordable Unit on the Site was rented to a Mode} to Income Household on , 200_ NOW, THE, FORE, based upon the foregoing Recitals and for good and valuable consideration, the recei t and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: 1. The Affordabil$ y Period referred to in Section I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the thirty-third (33rd) Affordable Unit on the Site�was rented to a Lower Income Household). 2. Upon the expiration of't�e Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At S h time, City agrees, upon request and at no cost to City, to cooperate with Owner (including ansuccessor or assign of the current owner's right, title; and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set"forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of tN terms of the Agreement shall remain in full force and effect and unmodified by the provisi s of this Supplemental Memorandum. [signatures on next page] Exhibit "B" Page 2 of 3 PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 0 • City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. AFFORDABLE HOUSING (A) Number of Units. Owner agrees toake available, restrict occupancy to, and lease thirty-three (33) Affordable Units on the Site to ' Amite Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the thirty-three (33) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of thirty-three (33) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "N4Q4efa4--_- Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the thirty-third (33rd) Affordable Unit has been rented to a Lov+ 1-4-Mode Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the thirty-third (33rd) Affordable Unit has been rented to a*ftderate Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit "B." 2 PDA:2002 Agree: Bridges America Sher `rl RLS 2001-0917— 1 08 JAN 2002 • 0 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the best of its knowledge each Tenant of an Affordable Unit is a (,v,-�,1_Mo4eFa#-@-Income Household and meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income. increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised Orange County median income figures by the United States Department of Housing and Urban Development. 1b 3 Y PDA:2002 Agree: Bridges America Sher RLS 2001-0917 08 JAN 2002 c C. Pursuant to Section I(B) of the Agreement, as soon as the thirty-third (33rd) 6180 "Affordable Unit" was rented to a "erate Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the thirty-third (33rd) Affordable Unit on the Site was rented to a 1�dtm+e Income Household on , 200_ NOW, T,,JJH��-E�''REFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: 1. The Affordability Period referred to in Section I(B) of the Agreement shall expire on , 20 (the thirtieth (30th) anniversary of the date that the thirty-third (33rd) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental. Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as.provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. r)NO �1 PDA:2002 Agree: Bridges America Sher p� RLS 2001-0917 081AN 2002 [signatures on next page] Exhibit "B" Page 2 of 3 18337 Brookhurst Street Fountain Valley, CA 9271 Phone: 714-96"111 Fax_714-962-2922 • City of Huntington Beach Planning Department 2000 Main Street Huntington Beach, CA 921 Attn: Mary Beth Re: Bridges Sher Lane Dear Ms. Broeren, Please be advise we have the changes you have ask4 term "moderate" to "low located on Sher Lane in th We understand this cover further identified as item free to contact me should Yours truly, The Bridges America Sh The &dges Ynerican F 4 ' ;� to Ulvan, Affordable Housing Coo to Bridges;Anterice Sher 18837 Brookhurst Street Fountain Valley, CA S Restriction ;viewed the corrections in the us to approve. We are in afire " in the agraement containing City of Huntington Beach. is on the City Council Agenda . The corrections you have in require anything further. Lane, L.P. e, L.P. 303 red deed restriction and agree to with your wishing to change the pants affecting the real property evening, March 19, 2002, and is .ed to us are acceptable and feel RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk Recorded in Official Records, County of Orange Gary Granville, Clerk -Recorder IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII{IIIIIIIIINO FEE 20010367365 01:51pm 06105101 109 73 Al2 17 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (AFFORDABLE RENTAL HOUSING) THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement") is entered into this _end day of April , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: WHEREAS, Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A." There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the Covenants contained herein; and Owner has entered into several agreements with other developers to use the Site to satisfy the affordable housing requirements of various development projects; and City and Owner have set forth the individual development projects and number of affordable housing units required for each project that will be provided on the Site on the matrix attached hereto as Exhibit "C" and incorporated by this reference as though fully set forth herein; and 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 — City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: AFFORDABLE HOUSING (A) Number of Units. Owner agrees to make available, restrict occupancy to, and lease eleven (11) Affordable Units on the Site to "Moderate Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the eleven (11) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of eleven (11) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "Moderate Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as. set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement,..:. principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the eleventh (1 Ith) Affordable Unit has been rented to a Moderate Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the eleventh (1 Ith) Affordable Unit has been rented to a Moderate Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit `B." 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the best of its knowledge each Tenant of an Affordable Unit is a Moderate Income Household and meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income -level permitted for that unit, .the household. shall. continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised Orange County median income figures by the United States Department of Housing and Urban Development. OWNER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL PAYMENTS TO BE ESTABLISHED BY THIS FORMULA ARE NOT 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE ESTABLISHED AT A LEVEL SUBSTANTIALLY BELOW THE FAIR MARKET RENT LEVELS. OWNER HEREBY AGREES TO RESTRICT THE AFFORDABLE UNITS ACCORDINGLY. O er's initials (E) Annual Report. Within sixty (60) days after the end of each calendar year during the Affordability Period, Owner shall submit to City a report verifying Owner's compliance with the provisions of Section I(a)-(D) of this Agreement. Owner's final annual report shall be submitted to City within sixty (60) days after the end of the Affordability Period. Each annual report shall identify the number and location of the Affordable Units for the applicable reporting period, the identify of each Tenant occupying an Affordable Unit during any portion of such period, the income and family size of each such Tenant, the Affordable Rent for each of the Affordable Units, and the actual contract rent actually charged. If City prescribes a particular form to be utilized by Owner in preparing the annual report, Owner shall utilize said form, provided that it complies substantially with the foregoing requirements. II. NON-DISCRIMINATION. Owner, on behalf of itself and -its successors, assigns, and each successor in interest to the Site or any part thereof, hereby further covenants and agrees during the Affordability Period: (A) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of any of the Affordable Units on the Site. -Each and every .. lease and contract entered into with respect to any of the Affordable Units on the Site during the Affordability Period shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and,accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any other person claiming under or through it, establish or permit such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 4 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregationwith reference to the selection, location, number, use, or occupancy of tenants,lessees, subtenants, sublessees, or vendees of the land." III. USE RESTRICTIONS -During the Affordability Period, Owner shall be required to take all reasonable steps necessary to ensure that each Tenant of an Affordable Unit and all assignees and transferees of such Tenant have knowledge of all terms and conditions of.this Agreement by including in each and every lease and rental agreement a clause which incorporates this Agreement by reference and makes this Agreement a part of an attachment to such lease or rental agreement. In addition, during the Affordability Period, each lease for any of the Affordable Units on the Site shall contain provisions that the Affordable Unit shall be occupied, used, and maintained as follows: (A) the dwelling unit shall be used only for private dwelling purposes, with appurtenant facilities, and for no other purposes; (B) the Tenant shall not permit or suffer anything to be done or kept upon the premises which. will increase the rate of insurance on any building, -or. on the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor shall any.Tenant commit or permit any nuisance on the premises or fail to keep thepremises free of rubbish; clippings, and trash or commit or suffer any illegal act to be committed thereon; (C) the Tenant shall comply with all of the lawful requirements of all governmental authorities with respect to the premises; (D) there shall be no structural alteration, construction, or removal of any building, fence, or other structure on the Site (other than repairs or rebuilding permitted herein) without the approval of City; (E) no person shall be permitted to occupy the premises for transient or hotel purposes; and (F) the Tenant shall comply in all respects with this Agreement and any failure by the Tenant to comply with the terms of this Agreement shall be a default under the Tenant's lease. IV. APPLICABLE LAW 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (A) If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (B) This Agreement shall be construed in accordance with the laws of the State of California. V. MISCELLANEOUS (A) Binding on Successors and Assigns. The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner and any successor to Owner's right, title, and interest in and to all or any portion of the Site, for the benefit of and in favor of the City of Huntington Beach. All the covenants contained in this Agreement shall remain in effect for the Affordability Period, and , shall automatically terminate and be of no further force or effect after such time. Upon expiration of the Affordability Period, City agrees to cooperate with Owner, at no cost to City, in removing this Agreement of record from the Site. Balance of page intentionally left blank 6 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 • - • (B) Subordination to Trust Deeds. Notwithstanding any other provision in this Agreement to the contrary, the covenants and agreements established in this Agreement at all times shall be junior and subordinate to the lien of any mortgage or deed of trust recorded by or on behalf of a lender to secure a loan for the acquisition or improvement of the Site, including without limitation any deed of trust recorded concurrently herewith. City agrees at no expense to City, to execute such documents as may be reasonably requested by Owner, any successor or assign to Owner's right, title, and interest in and to all or any portion of the Site, or any lender of any such person subordinating City's rights and interest under this Agreement to the lien of any trust deed recorded or to be recorded by a lender securing a loan for the acquisition or improvement of the Site. Owner, Owner's successor or assign, or the benefited lender shall be responsible for preparing the document(s) creating such subordination of City's interest. IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES partnershipa limited C �// _� /• �v Name T'n4m/0 i (Print or type) Title REVIEWED AND APPROVED: C�� a. 16e City Ad mistrator 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-0 ] CITY OF HUNTINGTON BEACH, a municipal corporation Mayor ATTEST-:_ City C16-fl{ APPROVED AS TO FOR?,4: P-� 3I ��ol City Attorney N'1g1o1 INITIA:PIED AND APPROVED: Di/Mor of Plannin CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of _ oe- On Z&g&e /5..700 / , before me, �i�is1�/�G 1"moos, , Date7 Name and Title of Officer (e.g., "JaA Doe, Notary Public" personally appeared d66 vc`de." Name(s) of Signer(s) CHRISTINE CLEARY Commission # 125M OMW County MyC0mm.Elon1��4 Place Notary Seal Above El personally known to me R proved to me on the basis of satisfactory evidence to be the person(a) whose name(.&) is/axe subscribed to the within instrument and acknowledged to me thatAe/shedb" executed the same in b+s'/her/Sbe7r authorized capacity(i&s-), and that by his/her/#?� signature(,%) on the instrument the person,(&), or the entity upon behalf of which the person(&) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public;./ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Individual Corporate Officer — Title(s): ❑ Partner — C Limited 7:1 General ❑ Attorney in Fact ❑ Trustee Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHT THUMBPRINT OF SIGNER .. of thumb here 0 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313.2402 - www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PURPOt ACKNOWLEDGMENT State of L.LIi /s/"h i.c., County of AAA Vr4 c" On d!goe L 5 before me, ��lhi�S�ir��� U��/ 4/, �iz=.ay�u� /C, Da e w Name and Title of Officer (e. Jane Doe, Notary P ' ') personally appeared Name(s) of Signer(s) ❑ personally known to me — OR — Xproved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that }3e/she/they executed the same in 1 is/ber their authorized capacity(ies), and that by .Ws/ber/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, CkRISTI executed the instrument. 9 NE C�EARY Comml�lon 1?lfgQs MotctyPubBc-Cdlpntip WITNESS my hand and official seal. Orange Ct� " My Comm. 6trires Jm 1a�4 Signature of Notary P OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could pr ent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Nu er of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ZrC'SN 01 C ❑ Individual Corporate Officer Title(s): Partner — C Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Z Signer Is RXresenting RIGHT THUMBPRINT OF SIGNER El ❑ ❑ ❑ ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER 0 1995 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800.876.6827 ALL PU lkPOSEACKNOWLEDGMENT • - • State of California • ICounty Of ©_RAN %a- SS. ' ' On M Otr c.Vt S 2-=----- 1 before me, C& \r.L o 1-F ' � (DATE (NOTARY) 0 ' personally appeared J c, t�lt_v�aiv I SIGNER(S) ' ❑ personally known to me - OR- proved to me on the basis of satisfactory ' • evidence to be the person(s) whose name(s) • ' is/are subscribed to the within instrument and ' • acknowledged to me that helshe/they executed I Ithe same in his/her/their authorized capacity(ies), and that by his/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 I • GREGORY W. DE WOLF WITNESS my hand and official seal. • fn Comm. I1194923 fn ' NOTARY PUBLIC • CALIFORNIA N • . Orange County .r • ' My Comm. Expires Aug.30, 2002 `+ �q ✓ U J ' • NOTARY'S SIGNAAJRE • OPTIONAL INFORMATION ' The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • ICAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ' INDIVIDUAL tNl1Ji,, cavr.NAI.1T,S'' ! ❑ CORPORATE OFFICER X1=G��T L►MG. rLeA.- rc-�'V-*ry 'TITLE OR TYPE OF DOCUMENT ' • TITLE(S) • ❑ PARTNER(S) 3 NUMBER OF PAGES ' ❑ ATTORNEY -IN -FACT • I❑ TRUSTEE(S) ' • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT • 1 ❑ OTHER: ' ' OTHER ' 'RIGHT THUMBPRINT t ' SIGNER IS REPRESENTING: OF NAME OF PERSON(S) OR ENTITY(IES) E • ' SIGNER £ ' a o • APA 5/97 VALLEY -SIERRA, 800-362-3369 •ODES R Bridges America Foundation Inc. RrarhindPeople- Resolution of the Board of Directors of the Bridges America Foundation The following resolution was adopted by the Board of Directors of (lie Bridges America foundation (Bridges) effective September 1, 1999. Resolved that 3oAnn Man, Affordable [lousing Coordinator of Bridges be here by authorized to execute and deliver such documents and instruments necessary on behalf of Bridges America Foundation, as General Partner, to the City of Huntington Beach in regard to affordable deed restrictions to be recorded on the property located at 16112 Sher Lane and 16121 Parkside Lane, Huntington Beach. Dated as of September 1, 1999 St a n Date Director Phone: (714) 962-1302 18837 Brookhtirst Street Fax: (714) 962-2922 Suite 303 Fountain Valley, CA 92708 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. Exhibit "A" 4:2000 Agree: Covenants — Bridges America RLS 00-053 • EXHIBIT "B" RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for. recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) THIS SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Supplemental Memorandum") is entered into this day of , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about , 2001, City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site. (the "Agreement"), a true and correct copy of which Agreement was recorded on , 2001, as Instrument No. in the Official Records of the Orange County Recorder's Office. Exhibit `B" Page 1 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 C. Pursuant to Section I(B) of the Agreement, as soon as the eleventh (1 lth) "Affordable Unit" was rented to a "Moderate Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the eleventh (1 lth) Affordable Unit on the Site was rented to a Moderate Income Household on , 20 NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: 1. The Affordability Period referred to in Section I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the eleventh (1 Ith) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of.the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreementshall remain in full force and effect and unmodified by the provisions of this .Supplemental Memorandum. [signatures on next page] Exhibit "B" Page 2 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 • • . • IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTINGTON BEACH, BRIDGES AMERICA SHER, L.P., a municipal corporation a limited partnership By Mayor Name (Print or type) Title ATTEST: City Clerk APPROVED AS TO FORM: �ll� ALLVlllV,' REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administrator Director of Planning Exhibit `B" Page 3 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 • - . • ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. 4/s:4-2000 Agree: Covenants — Bridges America RLS 00-053 4/14/00 • EXHIBIT "C" MATRIX OF AFFORDABLE UNITS LOCATED AT 16122 SHER LANE/16161 PARKSIDE LANE Projects for which No. of Date Sher/Parkside Units Are Bridges Approved Approved Units TT 15734 2 7/28/99 TT 15816 9 6/28/00 TT-15943 1 3/8/01 TOTAL 12 Sher/Parkside Units Remaining: 21 4/s:4-2000 Agree: Covenants — Bridges America RLS 00-053 4/14/00 CITY OF HUNTINGTOI\I BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK May 15, 2001 Gary L. Granville County Clerk -Recorder P.O. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Enclosed please find the corrected Agreement Containing Covenants Affecting Real Property (Affordable Rental Housing) to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of The Agreement when recorded to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures g:/followup/misc ... doc Agreement Containing Covenants — Bridges America Sher, L.P. — Affordable Rental Housing (Telephone: 714-536-5227) RFURN ADDRESS:. �E CITY CLERK ` APR 2 4 2001 CITY OF HUNTINGTON BEACH, CA 1001 APR 2l A 10: j � c�-F►� e. �-� The_ i Regretfully your unrecorded - naming our with together remittance of $ Ck. No. g Y _�' is being returned as your document is deficient in the area(s) indicated below: (1) The recorder can find no provision in the law authorizing the recording of the enclosed document(s). (2) Recording cannot be performed in this county. Please forward your document to County Recorder. (3) For proper indexing: a. "Et al" is not acceptable; all parties must be named. b. The name of the company, corporation or partnership must be at the signature point. c. The trustee of a trust must be identified as such. d. The names in the caption, execution and notary acknowledgment must match. e. The caption of the document and signature point need to identify who the custodian/agent represents (4) The Documentary Transfer Tax declaration must be completed to show either the amount of tax due or an acceptable reason for exemption. (See enclosed bulletin.) If there is "No consideration," document must so state. (5) The city where the property is located or "unincorporated area," is required on the deed and the tax declaration must indicate how the tax was computed. (6) The preliminary change of ownership report is required. Please complete or correct the areas marked in red. (7) The notary acknowledgment is incomplete (please see red mark) or is on an outdated form. A "General Acknowledgment" form is required. (See enclosed sample.) (8) The notary seal is illegible. You may have the notary restamp the document clearly or you may complete the enclosed certification under the penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (9) Portion(s) of the document are illegible (please see red mark). You may execute and submit a new original, or complete the enclosed certification under penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (10) The legal description/exhibit has been omitted. All exhibits must be referenced in the body of the document and appropriately labeled. (11) Recording reference (date and document number or book and page) of the prior recorded document is incorrect or was omitted. (12) Abstracts of judgment must contain the address of the judgment creditor(s), the address of the judgment debtor(s) and the address at which the summons was served or mailed. (13) Pursuant to Government Code sections 27288.1 and 27201, all parties whose interest is affected must be named and identified (i.e. owner etc.). (14) To properly perfect a security interest, this UCC-1 must be filed with the Secretary of State, Uniform Commercial Code Division, P.O. Box 1738, Sacramento, CA 95808, unless it is a "fixture filing" pursuant to UCC section. 9313. Any Financing Statement covering fixtures must include a statement that it is a fixture filing to be recorded in the real estate records, a description of real property in Orange County and, if the debtor does not own the real property, the name of the owner. (15) We have received your check without a document or letter of instruction. We are unable to determine the intent of the fees. (16) The correct fee is $ If an attachment is added to the document, the fee will increase as stated on the attached fee schedule. _/ (17) OTHER: /C.�- / X,�4 ,) wg26LXZ Gnu/ THANK YOU YOUR COOP ATION GARY . G AN LLE, COU LERK-RECORDER Please return to: Clerk -Recorder BY P.O. Box 238 D§6uty Reco& Santa Ana, CA 92702-0238 b F0662-105 (R10/96) (714) 834-2887 0 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (AFFORDABLE RENTAL HOUSING) THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement") is entered into this 2nd day of April , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: WHEREAS, Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A." There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the Covenants contained herein; and Owner has entered into several agreements with other developers to use the Site to satisfy the affordable housing requirements of various development projects; and City and Owner have set forth the individual development projects and number of affordable housing units required for each project that will be provided on the Site on the matrix attached hereto as Exhibit "C" and incorporated by this reference as though fully set forth herein; and 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. AFFORDABLE HOUSING (A) Number of Units. Owner agrees to make available, restrict occupancy to, and lease eleven (11) Affordable Units on the Site to "Moderate Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the eleven (11) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of eleven (11) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "Moderate Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term `.`Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the eleventh (1 lth) Affordable Unit has been rented to a Moderate Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the eleventh (11th) Affordable Unit has been rented to a Moderate Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit `B." 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the.best of its knowledge each Tenant of an Affordable Unit is a Moderate Income Household and meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to. Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the publication of revised Orange County median income figures by the United States Department of Housing and Urban Development. OWNER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL PAYMENTS TO BE ESTABLISHED BY THIS FORMULA ARE NOT 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE ESTABLISHED AT A LEVEL SUBSTANTIALLY BELOW THE FAIR MARKET RENT LEVELS. OWNER HEREBY AGREES TO RESTRICT THE AFFORDABLE UNITS ACCORDINGLY. O er's initials (E) Annual Report. Within sixty (60) days after the end of each calendar year during the Affordability Period, Owner shall submit to City a report verifying Owner's compliance with the provisions of Section I(a)-(D) of this Agreement. Owner's final annual report shall be submitted to City within sixty (60) days after the end of the Affordability Period. Each annual report shall identify the number and location of the Affordable Units for the applicable reporting period, the identify of each Tenant occupying an Affordable Unit during any portion of such period, the income and family size of each such Tenant, the Affordable Rent for each of the Affordable Units, and the actual contract rent actually charged. If City prescribes a particular form to be utilized by Owner in preparing the annual report, Owner shall utilize said form, provided that it complies substantially with the foregoing requirements. H. NON-DISCRIMINATION. Owner, on behalf of itself and its successors, assigns, and each successor in interest to the Site or any part thereof, hereby further covenants and agrees during the Affordability Period: (A) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of any of the Affordable Units on the Site. Each and every lease and contract entered into with respect to any of the Affordable Units on the Site during the Affordability Period shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any other person claiming under or through it, establish or permit such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 4 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." III. USE RESTRICTIONS During the Affordability Period, Owner shall be required to take all reasonable steps necessary to ensure that each Tenant of an Affordable Unit and all assignees and transferees of such Tenant have knowledge of all terms and conditions of this Agreement by including in each and every lease and rental agreement a clause which incorporates this Agreement by reference and makes this Agreement a part of an attachment to such lease or rental agreement. In addition, during the Affordability Period, each lease for any of the Affordable Units on the Site shall contain provisions that the Affordable Unit shall be occupied, used, and maintained as follows: (A) the dwelling unit shall be used only for private dwelling purposes, with appurtenant facilities, and for no other purposes; (B) the Tenant shall not permit or suffer anything to be done or kept upon the premises which will increase the rate of insurance on any building, or on the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor shall any Tenant commit or permit any nuisance on the premises or fail to keep the premises free of rubbish, clippings, and trash or commit or suffer any illegal act to be committed thereon; (C) the Tenant shall comply with all of the lawful requirements of all governmental authorities with respect to the premises; (D) there shall be no structural alteration, construction, or removal of any building, fence, or other structure on the Site (other than repairs or rebuilding permitted herein) without the approval of City; (E) no person shall be permitted to occupy the premises for transient or hotel purposes; and (F) the Tenant shall comply in all respects with this Agreement and any failure by the Tenant to comply with the terms of this Agreement shall be a default under the Tenant's lease. IV. APPLICABLE LAW 5 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (A) If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (B) This Agreement shall be construed in accordance with the laws of the State of California. V. MISCELLANEOUS (A) Binding on Successors and Assigns. The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner and any successor to Owner's right, title, and interest in and to all or any portion of the Site, for the benefit of and in favor of the City of Huntington Beach. All the covenants contained in this Agreement shall remain in effect for the Affordability Period, and shall automatically terminate and be of no further force or effect after such time. Upon expiration of the Affordability Period, City agrees to cooperate with Owner, at no cost to City, in removing this Agreement of record from the Site. Balance of page intentionally left blank 6 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (B) Subordination to Trust Deeds. Notwithstanding any other provision in this Agreement to the contrary, the covenants and agreements established in this Agreement at all times shall be junior and subordinate to the lien of any mortgage or deed of trust recorded by or on behalf of a lender to secure a loan for the acquisition or improvement of the Site, including without limitation any deed of trust recorded concurrently herewith. City agrees at no expense to City, to execute such documents as may be reasonably requested by Owner, any successor or assign to Owner's right, title, and interest in and to all or any portion of the Site, or any lender of any such person subordinating City's rights and interest under this Agreement to the lien of any trust deed recorded or to be recorded by a lender securing a loan for the acquisition or improvement of the Site. Owner, Owner's successor or assign, or the benefited lender shall be responsible for preparing the document(s) creating such subordination of City's interest. IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTINGTON BEACH, BRIDGES AMERICA SHER, a municipal corporation a limited partnership r By Name , 04m It) iii L/J�ll� (Print or type) Title dvv w /, ,/ 4"". REVIEWED AND APPROVED: (2n:y City Adrifinistrator 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 Mayor ATTEST: City Clerk APPROVED AS TO FORM: r 3 /�� Q� I s �o 4C, City Attorney %'1ti, I of INITIATED AND APPROVED: 7 Di ftdor of Plannin CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On O / , before me, l ew000, / Aloi6L- 'y d 0Ai Date Name and Title of Officer (e.g., "JaA Doe, Notary Public" personally appeared t;;,z CHRISTINE CLEARY Commission # 123 M zNotary KdAc C* F NyComm.E01mJon1&Zl04 Place Notary Seal Above ❑ personally known to me 5a proved to me on the basis of satisfactory evidence to be the person(a) whose name(&) is/ate subscribed to the within instrument and acknowledged to me that.kve/she/lhey executed the same in bie/her/2beir authorized capacity(io,$), and that by lays/her/t4eit• signature(p) on the instrument the person4s), or the entity upon behalf of which the person($) acted, executed the instrument. WITNESS my hand and official seal. L 4-1� LLCM Signature of Notary Publi OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: IndividuallkoTOO of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General n Attorney in Fact ❑ Trustee Cl Guardian or Conservator Ci Other: Signer Is Representing: 0 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 - v .nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876.6827 CALIFORNIA ALL-PURPOACKNOWLEDGMENT • State of County of /J A.Vra e On ��/'i L 5. I DO / before me, &&advle. Da e w Name and Title of Officer (e.Vejane Doe, Notary P ) personally appeared Name(s) of Signer(s) ❑ personally known to me — OR — N proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 4a/are subscribed to the within instrument and acknowledged to me that be/gqe/they executed the same in Ns/ber/their authorized capacity(ies), and that by J,4s/beer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, CHR1SnNE executed the instrument. CIGARY Caernlldlon 012MM N011111MyPtAft-Ce1111110ofp WITNESS my hand and official seal. Orange Caurdy MVCamm-Exp wJanla2Mt Signature of Notary P OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could pr ent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Nu er of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: I Zer'sName: ❑ 11 El Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: / Signer Is RXresenting: RIGHT THUMBPRINT OF SIGNER El .❑ ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER 0 1995 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800.876-6827 ALL-PURPOSE ACKNOWLEDGMENT F-State • of California County of © RAN 4W--- SS. On M Otr4c--t S before me, Z\nL o L-F (DATE (NOTARY) • personally appeared J cv A m ►� Lk L.vAt's SIGNER(S) ❑ personally known to me - OR- proved to me on the basis of satisfactory • evidence to be the person(s) whose name(s) • is/are subscribed to the within instrument and • acknowledged to me that helshe/they executed • the same in his/her/their authorized • capacity(ies), and that by his/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------------ • �... GREGORY W. DE WOLF WITNESS my hand and official seal. • N • Comm. I1194923 (n NOTARY PUBLIC • CALIFORNIA V' • Orange CountyPA .r • My Comm. Expires Aug.30, 2002 I U NOTARY'S SIGNA RE OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) INDIVIDUAL ❑ CORPORATE OFFICER DESCRIPTION OF ATTACHED DOCUMENT A62c�c-r.��t ce��.az,��wst»r� tout-t�a►at3' I�frG�1LTL13Ca «�. ET,T4lt TITLE OR TYPE OF DOCUMENT t TULE(S) I• ❑ PARTNER(S) � 3 ❑ ATTORNEY -IN -FACT NUMBER OF PAGES ' ❑ TRUSTEE(S) • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT • ❑ OTHER: • • I• SIGNER IS REPRESENTING: RIGHT THU1OF NAME OP PERSON(S) OR ENTITY(IES) SIGN] • i OTHER ' • d 4BPRINT r I iR r s n • APA 5/97 VALLEY -SIERRA, 800-362-3369 • �pOES a Bridges America Foundation Inc. 'Peo 'PIrRrerhiRa irefli Resolution of the Board of Directors . of the Bridges America Foundation The following resolution was adopted by the Board of Directors of the Bridges America Foundation (Bridges) effective September 1, 1999. Resolved that JoAnn Ulvan, Affordable Housing Coordinator of Bridges be here by authorized to execute and deliver such documents and instruments necessary on behalf of Bridges America Foundation, as General Partner, to the City of Huntington Beach in regard to affordable deed restrictions to be recorded on the property located at 16112 Sher Lane and 16121 Parkside Lane, Huntington Beach. Dated as of September 1, 1999 ,Oq -1,4— St a Date Director Phone: (714) 962-1302 18837 Brookhurst Street Fax: (714) 962-2922 Suite 303 Fountain Palley, CA 92708 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. Exhibit "A" 4:2000 Agree: Covenants — Bridges America RLS 00-053 • • EXHIBIT "B" RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) THIS SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Supplemental Memorandum") is entered into this day of , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about , 2001, City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site (the "Agreement"), a true and correct copy of which Agreement was recorded on , 2001, as Instrument No. in the Official Records of the Orange County Recorder's Office. Exhibit "B" Page 1 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 0- 0 C. Pursuant to Section I(B) of the Agreement, as soon as the eleventh (1 lth) "Affordable Unit" was rented to a "Moderate Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the eleventh (1 Ith) Affordable Unit on the Site was rented to a Moderate Income Household on .20 . NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: L , The Affordability Period referred to in Section I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the eleventh (1 lth) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum. The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. [signatures on next page] Exhibit "B" Page 2 of 3 4:2000 Agree: Covenants — Bridges America US 00-053 • IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES AMERICA SHER, L.P., a limited partnership CITY OF HUNTINGTON BEACH, a municipal corporation By Mayor Name (Print or type) ATTEST: Title REVIEWED AND APPROVED: City Administrator 4:2000 Agree: Covenants — Bridges America RLS 00-053 City Clerk APPROVED AS TO FORM: City Attorney INITIATED AND APPROVED: Director of Planning Exhibit "B" Page 3 of 3 0 • ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. 4/s:4-2000 Agree: Covenants — Bridges America RLS 00-053 4/14.100 • • EXHIBIT "C" MATRIX OF AFFORDABLE UNITS LOCATED AT 16122 SHER LANE/16161 PARKSIDE LANE Projects for which No. of Date Sher/Parkside Units Are Bridges Approved Approved Units TT 15734 2 7/28/99 TT 15816 9 6/28/00 TT-15943 1 3/8/01 TOTAL 12 Sher/Parkside Units Remaining: 21 4/s:4-2000 Agree: Covenants — Bridges America RLS 00-053 4/ 14/00 Council/Agency Meeting Held: 6�-OIL- 0) Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied W-d4Z'lerd"IcJignature Council Meeting Date: April 2, 2001 Department ID Number: PL01-14 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION, 4_ SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS - SUBMITTED BY: RAY SILVER, City Administrator 4a PREPARED BY: HOWARD ZELEFSKY, Director of Planning SUBJECT: APPROVE AGREEMENT CONTAINING COVENANTS BETWEEN THE CITY OF HUNTINGTON BEACH AND BRIDGES AMERICA SHER, L.P. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Transmitted for your consideration is an affordable housing agreement that applies to 33 apartment units at Sher_Lane% 9.�'I-_P_arkside_Lane owned and managed by Bridges American Sher, L.P., a non-profit housing organization. Funding Source: Not applicable. Recommended Action: Motion to: "Approve the Agreement Containing Covenants Affecting Real Property By and Between the City of Huntington Beach and the Bridges America Sher, L.P. and authorize the Mayor and City Clerk to sign and execute (ATTACHMENT NO. 1)." Alternative Action(s): The City Council may make the following alternative motion: "Continue the Agreement Containing Covenants Affecting Real Property By and Between the City of Huntington Beach and the Bridges America Sher, L.P. and direct staff accordingly." 0 REQUEST FOR ACTION MEETING DATE: April 2, 2001 DEPARTMENT ID NUMBER: PL01-14 Analysis: A. PROJECT PROPOSAL: Applicant: The Bridges America Foundation Inc., 18837 Brookhurst St., Ste. 303, Fountain Valley, CA 92708 and City of Huntington Beach, 2000 Main St., Huntington Beach, CA 92648 Location: The covenanted property is located at 1 G� Sher Lane/464-61 Parkside Lane. The affordable housing agreement restricts 33 apartment units located at 16122 Sher Lane/16161 Parkside Lane to low-income households for a period of thirty years. The apartment project is owned and managed by Bridges American Sher, L.P., a non-profit housing organization. B. STAFF ANALYSIS AND RECOMMENDATION: The City of Huntington Beach requires that all new residential projects that consist of three or more units provide the equivalent of 10 percent of the units as affordable housing. Developers have the option of restricting units within their own project as affordable or restricting units off -site. In 1995 Bridges America began establishing an affordable housing "bank" by which the City's affordable housing requirement could be met. Developers would pay a per unit fee to Bridges America which subsequently would restrict the associated units to low income households for a thirty year period. In October 2000, the City Council approved an agreement for 80 units at the Nichols Street project, the first "bank" established. The proposed affordable housing agreement provides an additional 33 units for low income households at a different apartment project. To date, 11 of these units have been set aside to meet private developers' affordable housing requirements. (The 33 units currently are restricted to median income households pursuant to an agreement between Bridges and the City Redevelopment Agency. The private development contribution via the "bank" increases the affordability of these units by allowing them to be restricted to low income households.) The agreement has been reviewed and signed by Bridges America Sher and the City Attorney's office. Staff recommends that the City Council approve the agreement. Environmental Status: The subject request is exempt pursuant to the California Environmental Quality Act. PL01-14 -2- 3/8/01 4:42 PM 41 REQUEST FOR ACTION MEETING DATE: April 2, 2001 DEPARTMENT ID NUMBER: PI01-14 Attachment(s): RCA Author: MBB PL01-14 -3- 3/8/01 4:42 PM ATTACHMENT 1 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 16, 2001 Gary L. Granville County Clerk -Recorder P. 0. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Enclosed please find Agreement Containing Covenants Affecting Real Property (Affordable Rental Housing) to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of The Agreement when recorded to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures g:/followup/misc... doc Agreement Containing Covenants —Bridges America Sher, LP. —Affordable Rental Housing 1 Telephone: 714-536-5227 ) • • RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (AFFORDABLE RENTAL HOUSING) THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement") is entered into this 2nd day of April , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: WHEREAS, Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A." There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the Covenants contained herein; and Owner has entered into several agreements with other developers to use the Site to satisfy the affordable housing requirements of various development projects; and City and Owner have set forth the individual development projects and number of affordable housing units required for each project that will be provided on the Site on the matrix attached hereto as Exhibit "C" and incorporated by this reference as though fully set forth herein; and 4%s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 City and Owner wish to enter into a formal agreement to provide for the long term affordability of the Affordable Units on the Site, NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY BOTH PARTIES, CITY AND OWNER AGREE AS FOLLOWS: I. AFFORDABLE HOUSING (A) Number of Units. Owner agrees to make available, restrict occupancy to, and lease eleven (11) Affordable Units on the Site to "Moderate Income Households" at an "Affordable Rent" for the duration of the "Affordability Period" (as those terms are defined hereinbelow). Nothing in this Agreement shall restrict Owner's right to select which of the eleven (11) rental housing units on the Site shall be the Affordable Units and Owner may at its option change the location of the Affordable Units on the Site from time to time, provided that a minimum of eleven (11) rental housing units shall be restricted as Affordable Units during the entire Affordability Period. As used in this Agreement, the term "Moderate Income Household" shall mean persons and families whose income does not exceed eighty percent (80%) of Orange County median income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, as set forth in Health and Safety Code Section 50079.5. As used in this Agreement, the term "Affordable Rent" shall have the meaning set forth in Section I(D) hereinbelow. As used in this Agreement, the term "Tenant" shall mean any person who rents or leases any portion of the Site or any person who is not a fee or equitable owner of any portion of the Site who uses the Site as his or her principal residence. For purposes of this Agreement, principal residence will be determined in the same manner as principal residence is determined for state residency under California Vehicle Code Section 516. (B) Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement from the date of this Agreement until the date that is thirty (30) years from the date the eleventh (I Ith) Affordable Unit has been rented to a Moderate Income Household. City acknowledges that the residential dwelling units on the Site are occupied as of the date this Agreement and that the requirements of this Agreement will be enforced by Owner as units are vacated and become available for rental to eligible households in the ordinary course of business. The duration of this requirement shall be known as the "Affordability Period." As soon as the eleventh (1 lth) Affordable Unit has been rented to a Moderate Income Household pursuant to this Agreement, City and Owner shall cooperate in the recordation of a supplemental Memorandum confirming the expiration date of the Affordability Period. The form of the supplemental Memorandum is attached hereto as Exhibit `B." 2 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (C) Income of Tenant. After the lease of any Affordable Unit to a Tenant, Owner shall submit to City a completed income computation and certification form, in such form as is generally used by City in administering its affordable housing program from time to time. Owner shall certify that to the best of its knowledge each Tenant of an Affordable Unit is a Moderate Income Household and meets the eligibility requirements established for the particular Affordable Unit occupied by such household. Owner shall obtain an income certification from each Tenant of an Affordable Unit and shall certify that, to the best of Owner's knowledge, the income of the Tenant is truthfully set forth in the income certification form. Owner shall verify the income certification of the Tenant in one or more of the following methods as specifically requested by City: (1) Obtain two (2) paycheck stubs from the Tenant's two (2) most recent pay periods. (2) Obtain a true copy of an income tax return from the Tenant for the most recent tax year in which a return was filed. (3) Obtain an income verification certification from the employer of the Tenant. (4) Obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the Tenant receives assistance from such agencies. (5) Obtain an alternate form of income verification reasonably requested by City, if none of the above forms of verification is available to Owner. If, after renting an Affordable Unit to an eligible household, the household's income increases above the income level permitted for that unit, the household shall continue to be permitted to reside in such Affordable Unit. Subsequently, however, when the next residential rental unit on the Site becomes vacant and available for rent, the vacant unit shall become an Affordable Unit subject to the restrictions of this Agreement (and subject to Owner's retained discretion to change the location of Affordable Units from time to time, as provided in Section I(A) herein). (D) Determination of Affordable Rent for the Affordable Units. The maximum monthly rental payment ("Affordable Rent") amount for the Affordable Units required to be leased to Lower Income Households shall be established at thirty-five percent (35 %) times seventy-nine percent(79%) of the monthly area median income adjusted for household size. The Affordable Rent amount for the Affordable Units shall be adjusted annually by the formula set forth above upon the. publication of revised Orange County median income figures by the United States Department of Housing and Urban Development. OWNER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL PAYMENTS TO BE ESTABLISHED BY THIS FORMULA ARE NOT 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE ESTABLISHED AT A LEVEL SUBSTANTIALLY BELOW THE FAIR MARKET RENT LEVELS. OWNER HEREBY AGREES TO RESTRICT THE AFFORDABLE UNITS ACCORDINGLY. az-� O er's initials (E) Annual Report. Within sixty (60) days after the end of each calendar year during the Affordability Period, Owner shall submit to City a report verifying Owner's compliance with the provisions of Section I(a)-(D) of this Agreement. Owner's final annual report shall be submitted to City within sixty (60) days after the end of the Affordability Period. Each annual report shall identify the number and location of the Affordable Units for the applicable reporting period, the identify of each Tenant occupying an Affordable Unit during any portion of such period, the income and family size of each such Tenant, the Affordable Rent for each of the Affordable Units, and the actual contract rent actually charged. If City prescribes a particular form to be utilized by Owner in preparing the annual report, Owner shall utilize said form, provided that it complies substantially with the foregoing requirements. H. NON-DISCRIMINATION. Owner, on behalf of itself and its successors, assigns, and each successor in interest to the Site or any part thereof, hereby further covenants and agrees during the Affordability Period: (A) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of any of the Affordable Units on the Site. Each and every lease and contract entered into with respect to any of the Affordable Units on the Site during the Affordability Period shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any other person claiming under or through it, establish or permit such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 4 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." III. USE RESTRICTIONS During the Affordability Period, Owner shall be required to take all reasonable steps necessary to ensure that each Tenant of an Affordable Unit and all assignees and transferees of such Tenant have knowledge of all terms and conditions of this Agreement by including in each and every lease and rental agreement a clause which incorporates this Agreement by reference and makes this Agreement a part of an attachment to such lease or rental agreement. In addition, during the Affordability Period, each lease for any of the Affordable Units on the Site shall contain provisions that the Affordable Unit shall be occupied, used, and maintained as follows: (A) the dwelling unit shall be used only for private dwelling purposes, with appurtenant facilities, and for no other purposes; (B) the Tenant shall not pen -nit or suffer anything to be done or kept upon the premises which will increase the rate of insurance on any building, or on the contents thereof, or impair the structural integrity thereof or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor shall any Tenant commit or pen -nit any nuisance on the premises or fail to keep the premises free of rubbish, clippings, and trash or commit or suffer any illegal act to be committed thereon; (C) the Tenant shall comply with all of the lawful requirements of all governmental authorities with respect to the premises; (D) there shall be no structural alteration, construction, or removal of any building, fence, or other structure on the Site (other than repairs or rebuilding permitted herein) without the approval of City; (E) no person shall be permitted to occupy the premises for transient or hotel purposes; and (F) the Tenant shall comply in all respects with this Agreement and any failure by the Tenant to comply with the terms of this Agreement shall be a default under the Tenant's lease. IV. APPLICABLE LAW 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 0 (A) If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (B) This Agreement shall be construed in accordance with the laws of the State of California. V. MISCELLANEOUS (A) Binding on Successors and Assigns. The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner and any successor to Owner's right, title, and interest in and to all or any portion of the Site, for the benefit of and in favor of the City of Huntington Beach. All the covenants contained in this Agreement shall remain in effect for the Affordability Period, and shall automatically terminate and be of no further force or effect after such time. Upon expiration of the Affordability Period, City agrees to cooperate with Owner, at no cost to City, in removing this Agreement of record from the Site. Balance of page intentionally left blank 6 4/s/4-2000 Agree: Covenants — Bridges America RLS 00-053 2-28-01 (B) Subordination to Trust Deeds. Notwithstanding any other provision in this Agreement to the contrary, the covenants and agreements established in this Agreement at all times shall be junior and subordinate to the lien of any mortgage or deed of trust recorded by or on behalf of a lender to secure a loan for the acquisition or improvement of the Site, including without limitation any deed of trust recorded concurrently herewith. City agrees at no expense to City, to execute such documents as may be reasonably requested by Owner, any successor or assign to Owner's right, title, and interest in and to all or any portion of the Site, or any lender of any such person subordinating City's rights and interest under this Agreement to the lien of any trust deed recorded or to be recorded by a lender securing a loan for the acquisition or improvement of the Site. Owner, Owner's successor or assign, or the benefited lender shall be responsible for preparing the document(s) creating such subordination of City's interest. IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES AMERICA SHER, a limited partnership By 1 Name ToAtu p) U Li) (Print or type) Title aw.,W.,,�./ REVIEWED AND APPROVED: City Ad inistrator 4/s/4-2000 Agree: Cotenants — Bridges America RLS 00-053 v 2-28-01 CITY OF HUNTINGTON BEACH, a municipal corporation Mayor ATTEST: City Clerk APPROVED AS TO FORM: r P —,P- 3t9jol 4c City Attorney ��Iy9I of INITIA,'BED AND APPROVED: Di ftdor of Plannin CALIFORNIA ALL-PURPO•ACKNOWLEDGMENT • State of County of eA.r w4 et,, On before me, NIt1d/�i/2?(& V Dale „ Name and Title of Officer (a. Jane Doe, Notary P ' ') personally appeared Name(s) of Signer(s) ❑ personally known tome —OR — lX proved tome on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that Jae/Srhe/they executed the same in Dis/tiedtheir authorized capacity(ies), and that by J�Asllbw/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, CHRIVnNE executed the instrument. CLQM CommiWon # 12li M � Pum.0 WITNESS my hand, and official seal. My COMM. JQn I&M Signature of Notary P OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could pr ant fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Nu er of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: I SiZherr's Name: El El Individual Corporate Officer Title(s): Partner — = Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: / Signer Is RXresenting RIGHT THUMBPRINT OF SIGNER " .1) of 1huM6 here Ej El El El Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER 0 1995 National Notary Association - 8236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876.6827 • ALL-PURPOSE ACKNOIADGMENT gnaws • State of California fCounty Of © RAVZ, c SS. ' ' On M 0tcz.c�.t S. 2-=--- 1 before me, Ca a� �o R2 y \Zv o L-F, ' (DATE (NOTARY) ' personally appeared 77c, A ti n. tot`yAss ' SIGNER(S) ' ❑ personally known to me - OR- proved to me on the basis of satisfactory ' • evidence to be the person(s) whose name(s) • ' is/are subscribed to the within instrument and ' • acknowledged to me that he/she/they executed • ' the same in his/her/their authorized ' • capacity(ies), and that by his/her/their • ' signature(s) on the instrument the person(s), f or the entity upon behalf of which the • 1 person(s) acted, executed the instrument. ' ! GREGORY W. DE WOLF • WITNESS my hand and official seal. ! ''• ,p- Comm. # 1194923 to NOTARY +' I PUBLIC • CALIFORNIA • Orange County .r • My Comm. Expires Aug.30, 2002 � �9�"7 ✓ � U J l� o • NOTARY'S SIGNATURE • OPTIONAL INFORMATION ' The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • ' CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ' 'g INDIVIDUAL ACft(L4ZGKet�aT GG►.aT/��Nl1JG� eovcn�a►a�-S' • ❑ CORPORATE OFFICER &';ZQLMC_rL)u� lZ.eW4�_ cI"STr4 ' TITLE OR TYPE OF DOCUMENT i TITLE(S) ❑ PARTNER(S) 3 ❑ ATTORNFEY-IN-FACT NUMBER OF PAGES I ' ❑ TRUSTEE(S) ' • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT • ' ❑ OTHER: I 'OTHER • • I 'RIGHT THUMBPRINT t f • SIGNER IS REPRESENTING: OF • NAME OF PERSON(S) OR ENTITY(IES) E ' SIGNER = I 0 Le."mml- a • APA 5/97 VALLEY -SIERRA, 800-362-3369 • R`ppES Bridges America Foundation: Inc. ``°`'!` R�4�h;,,d Resolution of the Board of Directors of the Bridges America Foundation The following resolution was adopted by the Board of Directors of (lie Bridges America Foundation (Bridges) effective September 1, 1999. Resolved that JoAnn Man, Affordable housing Coordinator of Bridges be here by authorized to execute and deliver such documents and instruments necessary on behalf of Bridges America Foundation, as General Partner, to the City of Huntington Beach in regard to affordable deed restrictions to be recorded on the property located at 16112 Sher Lane and 16121 Parkside Lane, luntington Beach. Dated as of September 1, 1999 St a n Date Director Phone: (714) 962-1302 18837 Brookhursr Srreer Tax: (714) 962-2922 Suire 303 Fountain lalfey, CA 92708 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. Exhibit "A" 4:2000 Agree: Covenants — Bridges America RLS 00-053 • E EXHIBIT `B" RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) (Space above for recorder) This Agreement is recorded at the request and for the benefit of the City of Huntington Beach and is exempt from the payment of fees pursuant to Government Code Section 6103. SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Affordable Rental Housing) . THIS SUPPLEMENTAL MEMORANDUM REGARDING AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Supplemental Memorandum") is entered into this day of , 2001, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation ("City"), and BRIDGES AMERICA SHER, L.P., ("Owner"). RECITALS: A. Owner is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in Attachment No. 1 hereto. There are currently sixty-six (66) residential housing units located on the Site, of which thirty-three (33) units shall be subject to the covenants contained in the Agreement referenced herein. B. On or about 2001, City and Owner entered into that certain Agreement Containing Covenants Affecting Real Property with respect to the Site (the "Agreement"), a true and correct copy of which Agreement was recorded on , 2001, as Instrument No. in the Official Records of the Orange County Recorder's Office. Exhibit `B" Pagel of 3 4:2000 Agree: Cox enants — Bridges America RLS 00-053 C. Pursuant to Section I(B) of the Agreement, as soon as the eleventh (1 lth) "Affordable Unit" was rented to a "Moderate Income Household" (as those terms are defined in the Agreement) on the Site, City and Owner agreed to cooperate in the recordation of this Supplemental Memorandum memoralizing the expiration date of the "Affordability Period" (as that term is defined in the Agreement). D. City and Owner agree that the eleventh (1 lth) Affordable Unit on the Site was rented to a Moderate Income Household on , 20_ NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Owner agree as follows: 1. The Affordability Period referred to in Section.I(B) of the Agreement shall expire on , 20_ (the thirtieth (30th) anniversary of the date that the eleventh (1 lth) Affordable Unit on the Site was rented to a Lower Income Household). 2. Upon the expiration of the Affordability Period, all of the provisions of the Agreement and this Supplemental Memorandum automatically shall become null and void and shall be of no further force or effect. At such time, City agrees, upon request and at no cost to City, to cooperate with Owner (including any successor or assign of the current owner's right, title, and interest in and to the Site) to record an appropriate document or documents releasing the Site from any covenants and restrictions set forth in the Agreement and this Supplemental Memorandum: The failure to record such a document or documents, however, shall not extend the duration of the Agreement or this Supplemental Memorandum beyond the expiration of the Affordability Period as provided herein. 3. Except as expressly set forth herein, all of the terms of the Agreement shall remain in full force and effect and unmodified by the provisions of this Supplemental Memorandum. [signatures on next page] Exhibit "B Page 2 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 • IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: BRIDGES AMERICA SHER, L.P., a limited partnership Un Name (Print or type) Title REVIEWED AND APPROVED: City Administrator 4:2000 Agree: Covenants — Bridges America RLS 00-053 CITY OF HUNTINGTON BEACH, a municipal corporation Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Y��410 INITIATED AND APPROVED: Director of Planning Exhibit "B" Page 3 of 3 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF THE SITE That certain real property located in the City of Huntington Beach, County of Orange, State of California, described as: That portion of the Northeast Quarter of Section 23, Township 5 South, Range 11 West, in the Rancho Los Bolsas, in the City of Huntington Beach as per Map Recorded in Book 51, Page 13 of Miscellaneous Maps, In the Office of the County Recorder of Orange County. 4/s:4-2000 Agree: Covenants — Bridges America RLS 00-053 4/ 14/00 EXHIBIT "C" MATRIX OF AFFORDABLE UNITS LOCATED AT 16122 SHER LANE/16161 PARKSIDE LANE Projects for which No. of Date Sher/Parkside Units Are Bridges Approved Approved Units TT 15734 2 7/28/99 TT 15816 9 6/28/00 TT-15943 1 3/8/01 TOTAL 12 Sher/Parkside Units Remaining: 21 4/s:4-'000 Agree: Covenants — Brid-es America RLS 00-053 4/1400 IN WITNESS WHEREOF, City and Owner have executed this Agreement Containing covenants Affecting Real Property to be effective as of the date first written above. OWNER: CITY OF HUNTINGTON BEACH, BRIDGES AMERICA SHER, L.P., a municipal corporation a limited partnership lame 'f4 APA) Ul- &11) (Print or type) Title dle4w, � REVIEWED AND APPROVED: � City Ad inistrator la" Mayor ATTEST: C _ City Clerk APPROVED AS TO FORM: p r �!,,City Attorney INITIAT,7ED AND APPROVED: D#'ector of Cbmmultity Development DD No19�-- �P J;)A �jL� Exhibit `B" Page 3 of 3 4:2000 Agree: Covenants — Bridges America RLS 00-053 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of &�1 00W i a� County of D/�R�l4G On A 0,0/ before me, T Date Name and Title of Officer (e.g., " e oe, Notary Public" � . n /, T . - personally appeared /t1/19MA A0111-.Se_- %.�P Name(s) of C personally known to me - OR - T proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that Delsle/they executed the same in Iy ehet7their authorized capacity(ies), and that by b�e/j w/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. CHtNSTM CL W C0Mffhb11*125M WITNESS my hand and official seal. O unge Caul'/!► 1@MVC0m.00wJan1IL2M4 Signature of Notary Publi OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another 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: Individual Corporate Officer Title(s): Partner — ❑ Limited C General Attorney -in -Fact Trustee Guardian or Conservator l Other: Signer Is RepreslXng: Signer's C C Number of 1'ndividual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER of thumb here 0 1995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 RCA71OUTING SHEET INITIATING DEPARTMENT: Planning SUBJECT: Agreement Containing Covenants between the City and Bridges America Sher, L.P. COUNCIL MEETING DATE: April 2, 2001 Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable . .. .. . ......... ........ ... _ .__ EXPLANATION FO.R MISSING ATTACHMENTS I EXPLANATION FOR RETURN OF ITEM I RCA Author: HZ:SH:MBB:kjl