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HomeMy WebLinkAboutAgreement A-22-586 Amendment to Regulatory Agreement.pdf RECORDING REQUESTED BY AND RETURN TO: County of Fresno 205 W. Pontiac Way, #2 Clovis, CA 9362 NO FEE FOR RECORDING PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND 27383 APN: 435-020-12 and 435-020-09 FIRST AMENDMENT TO Agreement No. 22-586 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Use, Income, and Rent Restrictions) THIS FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the "Amendment"), dated and effective February 1, 2022, is made by Blackstone Crossroads LP, a California limited partnership ("LP"), Blackstone Crossroads LLC, a California limited liability company ("Blackstone Crossroads LLC"), UPH Crossroads. LLC, a California limited liability company ("UPH Crossroads, LLC"), and the respective successors, assigns, and transferees of each (each, a "Declarant" and collectively, the '`Declarants"), and is hereby given to and on behalf of the County of Fresno, a political subdivision of the State of California (the "County"), and consented to by the County. RECITALS A. Declarants are parties to that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated as of November 18, 2020 (the "Agreement"), previously recorded in the Official Records of the County of Fresno (the "County") on April 14, 2021, as Instrument Number 2021-0061669. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. 1 B. County, RH Community Builders LP, a California limited partnership, and UP Holdings California, LLC, a California limited liability company are collectively the "Sponsor" under the Agreement. C. Sponsor and Declarants mutually desire to modify the Agreement in accordance with the terms, conditions and provisions of this Amendment. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. Recital "G" in the Agreement is amended and restated in its entirety as follows: "G. The Department of Housing and Community Development agreed to provide the Sponsor with a grant under the Department's Homekey Program (the "Grant") in an amount not to exceed $15,329,402, which amount includes $14,818,701 for capital expenditures pursuant to the Standard Agreement and $510,701 for a capitalized operating subsidy pursuant to that certain Enterprise Grant Agreement No. 20SG2005. Declarants, the County, and the Department acknowledged and agreed that the proceeds of the Grant originally applied for by the Sponsor were transferred to LP, as an affiliate formed and controlled by the Sponsor, for the purpose of receiving the proceeds of the Grant, acquiring the Property, and owning and operating the Property. LP has used the Grant proceeds to acquire the Property, complete approved capital expenditures, and fund a capital operating subsidy. By virtue of this Declaration, LP agrees to own and operate the Property in accordance with the Standard Agreement, the Enterprise Grant Agreement No. 20SG2005, and the Program Requirements." 2. No Other Amendments; this Amendment Governs and Controls. The Agreement, as amended by this Amendment, is hereby reaffirmed. Except as expressly modified hereby, the Agreement shall remain unmodified and in full force and effect. To the extent any of the provisions of this Amendment are inconsistent with any of the provisions set forth in the Agreement, the provisions of this Amendment shall govern and control. All references in the Agreement to the "Agreement" shall mean the Agreement as amended by this Amendment. 2 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by email or other electronic transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. [signature pages follow] 3 IN WITNESS WHEREOF, Declarants have executed this Amendment, effective the day and year first set forth above. BLACKSTONE CROSSROADS LP BLACKSTONE CROSSROADS LP, a California limited partnership By: Blackstone Crossroads LLC, a California limited liability company, its Co-General Partner By: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited liability cgtnpany, its Sole General Part* ,/ l� By: Wayn Rut` dg , Manager By: UPH Crossroads, LLC, a California limited liability company, its Co-General Partner By: UP Holdings California, LLC, an Illinois limited liability company registered to do business in the State of California, its Sole Member By: Cullen J. Davis, Manager By: Housing on Merit XVI LLC, a California limited liability company, its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, its Manager By: Jennifer Litwak, Executive Director [signatures continue on next page] IN WITNESS WHEREOF, Declarants have executed this Amendment, effective the day and year first set forth above. BLACKSTONE CROSSROADS LP BLACKSTONE CROSSROADS LP, a California limited partnership By: Blackstone Crossroads LLC, a California limited liability company, its Co-General Partner By: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited liabi ity c pany, its Sole Gen 'ral Part r By: Wayne Rut dg , Manager By: UPH Crossroads, LLC, a California limited liability company, its Co-General Partner By: UP Holdings California, LLC, an Illinois limited liability company registered to do business in the State of California, its Sole Member By: ----- Cullen J^ Davis, Manager By: Housing on Merit XVI LLC, a California limited liability company, its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, its Manager By: Jennifer Litwak, Executive Director [signatures continue on next page] IN WITNESS WHEREOF, Declarants have executed this Amendment, effective the day and year first set forth above. BLACKSTONE CROSSROADS LP BLACKSTONE CROSSROADS LP, a California limited partnership By: Blackstone Crossroads LLC, a California limited liability company, its Co-General Partner By: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited liability company, its Sole General Partner By: Wayne Rutledge, Manager By: UPH Crossroads, LLC, a California limited liability company, its Co-General Partner By: UP Holdings California, LLC, an Illinois limited liability company registered to do business in the State of California, its Sole Member By: Cullen J. Davis, Manager By: Housing on Merit XVI LLC, a California limited liability company, its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, its Manager SEE ATTACHMENT FOR By: OFFICIAL NOTARIZATION e nifer Litw , E e utive Dir for [signatures continue on next page] UPH CROSSROADS, LLC UPH Crossroads, LLC, a California limited liability company By: UP Holdings California, LLC, an Illinois limited liability company registered to do business in the State of California, its Sole Member By: Cullen J. Davis, Manager BLACKSTONE CROSSROADS LLC Blackstone Crossroads LLC, a California limited liability company By: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited liab' ity company, its ' le�General rt r By: W ne utledge, anager UPH CROSSROADS, LLC UPH Crossroads, LLC, a California limited liability company By: UP Holdings California, LLC, an Illinois limited liability company registered to do business in the State of California, its Sole Member By: Cullen J. Davis, Manager BLACKSTONE CROSSROADS LLC Blackstone Crossroads LLC, a California limited liability company By: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited 41 liab ity company, its Sole General rt r I By: Wayne utledge, Manager ILLINOIS NOTARY ACKNOWLEDGEMENT (CORPORATION) State of Illinois County of COOS This instrument was acknowledged before me on f 211 w LZ (Date) by cm&VA GL ► s (Name of Officer or Agent, Title of Officer or Agent) of Up jfpjAiAw, 61 6 ame of Corporation Acknowledging) a C(AI (1�GL (State or Place of Incorporation) corporation, on behalf of the corporation. Lqk�7� (Seal) Signature of Notary Public THUVO Title or Rank Official Seal Notary PubliC•State of Illinois My Commission Expires: � My Commission Expires Feb 2, 2026 Copyright©2018 NotaryAcknowledgement.com.All Rights Reserved. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of M County of 'I e VUj On 5 - �3 before me, L1 L rIl-oc r e-- a Notary Public, personally appeared C �� , who proved to me on the basis of satisf6ctory evidence to bete 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), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNES my o Ici I eal. Signatur Name: `'t� ?�rm Lam' (typed or printed) (Seal) :Notary LLISOM L.MOORE mm. #2335733 = r public CaI forma 70Fresno CountyMm E., res Nov. I1,2M AM/am CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of San Diego } On S��av2;�, before me, Jason Boughner, Notary Public ere insert name and title or ire officer) personally appeared C'Te2l; L k who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)(Pare subscribed to the within instrument and acknowledged to me that he/4g-)/they executed the same in his&/their authorized capacity(ies), and that by his&/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. `°'z, JASON BOUGHNER y ++"nn �� '- COMM.#2254015 !,n VJ a _ 9 NOTARY PUStIC-CWFORNIA N $AN DIEGO COUNTY My Cow►r,Era.AuG. 14,Yf ai Notary Public Si tur (Notary Public Seal) INSTRUCTIONS FOR COMPLETING THIS FORM ADDITIONAL OPTIONAL INFORMATION Thisform complies with current Calif�rniastatutes regardingnotar'V wording and , DESCRIPTION OF THE ATTACHED DOCUMENT if needed should he completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary i law. (Title or description of attached docu nt) • State and County infornation must be the State and County where the document r1 signer(s)personally appeared before the notary public for acknowledgment. rt • Date of notarization must be the date that the signer(s)personally appeared which (Ale or description of attached document continued)CDV C.t must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 9 Document Date S; commission followed by a comma and then your title(notary public). • Print the names) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural firms by crossing off'incorrect firms(i.e. he/shettnry-is/ere)or circling the correct limns.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer . 'I'he notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. El Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number of pages and date. ❑ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2015 Version www NotarvClasses-corn 800-873-9865 • Securely attach this document to the signed document with a staple. ACCEPTED AND CONSENTED TO BY: COUNTY OF FRESNO COUNTY OF FRESNO, a political subdivision of the State of California By: E h, Supervisor Brian Pacheco Chair of the Board of Supervisors ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors County of Fresno,State of California By 4 _ Deputy EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY The land referred to is situated in the County of Fresno. City of Fresno, State of California, and is described as follows: Parcel A of Lot Line Adjustment No. 2018-08, recorded May 9, 2018, as Document No. 2018-0054790 of Official Records of Fresno County, and more particularly described as follows: The North one-half of the Northeast quarter of the Southeast quarter of Section 21, Township 13 South, Range 20 East, Mount Diablo Base and Meridian, in the City of Fresno, County of Fresno State of California, according to the official Plat thereof. Excepting therefrom the East 55 feet thereof, Also excepting therefrom the North 183.41 feet of the East 397.00 of the North one-half of the Northeast quarter of the Southeast quarter of said Section 21. Also excepting therefrom the South 63.00 feet of the North 246.41 feet of the East 325.00 feet of the North one-half of the Northeast quarter of the Southeast quarter of said Section 21. Also excepting therefrom any portion lying within the West 20 acres of the East three quarters of the North one-half of the North one-half of the Southeast quarter of the said Section 21. Also excepting therefrom the South 205 feet of the East 230 feet thereof. Together with Easterly 30.00 feet of the West 20 acres of the East three quarters of the North one half of the North one half of the Southeast quarter of Section 21, Township 13 South, Range 20 East, Mount Diablo Base and Meridian. APN: 435-020-09 and 435-020-12