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EXHIBIT C-1
For
m of Third Amendment to Regulatory Agreement
(Phase 1 – 2025 Master Loan Agreement)
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Housing Director )
)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.
THIRD AMENDMENT TO REGULATORY
AGREEMENT
(Phase 1 - 2025 Master Loan Amendment)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT is entered into as of J
anuary _____, 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the “Authority”) , the City of Burbank , a charter city and municipal corporation (“City”), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the “Developer or BHC”).
Su
bject Properties
listed in Attachment No. 1 with prior recorded instrument numbers and/or legal descriptions (collectively “Subject Properties”)
R E C I T A L S
The following recitals are a substantive part of this Agreement:
A. In 1997, the former Redevelopment Agency of the City of Burbank (the “Agency”) established a nonprofit corporation, the Burbank Housing Corporation (“BHC”), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.
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B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, (“HOME funds”), for the purpose of the production and operation of housing affordable to lower and very low income families.
The City also receives Community Development Block Grant (“CDBG”) funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the “Community Redevelopment Law”) the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City’s supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the “Housing Fund”).
D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency’s housing duties and assets, including the Housing Fund.
E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at the Subject Properties. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.
F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the “Loan Agreement”), which modified agreements and combined the loans made by the City and Agency for the Subject Properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project. The Loan Agreement combined Agency (now Authority) loans (“Authority Loan”) and City HOME and CDBG loans (“City Loan”). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Subject Properties.
G. The parties further modified restated, and replaced in its entirety, the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the “A&R MLA”) to modify and restate the terms of the loan (the “Loan”) to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; ATTACHMENT 6 - 2
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2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain of the Subject Properties as identified in the A&R MLA; 3) define “affordability covenant period” to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 (“Affordability Period”); 4) eliminate the concept of “residual receipts payments” which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC’s Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).
H. The Subject Properties include Twenty Five (25 ) projects, which in turn oftentimes involved multiple parcels. Each individual parcel is subject to a regulatory agreement, separate for City or Authority, which restricts certain units to be affordable for a specific time period and is recorded in the official records of the Los Angeles County Recorder’s Office (the “Original Regulatory Agreement”). The Original Regulatory was modified after adoption and amendment of the Loan Agreement in 2006-7 to reflect changes by the Loan Agreement as amended and in 2010 to reflect a modification requested by Developer (collectively “Regulatory Agreement”). Those legal descriptions or instrument numbers for the recorded documents of the Original Regulatory Agreement and the two amendments thereto are set forth in Attachment No
1. I. The Regulatory Agreement is now further being amended by the Third Amendment in conjunction with the terms set forth in the A&R MLA, specifically the extension of affordability covenants to April 1, 2080.
J. Intentionally excluded from this global amendment is the property referenced in the A&R MLA as Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement for Project No. 8 required, among other things, specific affordability requirements together with operation of an activity center to serve the neighborhood. Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street (“Project No. 8A”) and the project located at 2321 North Fairview Street (“Project No. 8B”), with separate amended regulatory agreements.
NO
W, THEREFORE, the parties hereto agree as follows:
1. Amendment : This Third Amendment modifies each individual regulatory agreement for each property identified in Attachment No. 1 as Subject Properties as follows.
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a. Extension of Affordability Covenants. This Third Amendment extends the affordability covenant period as to Subject Properties for fifty-five years and three months commencing upon January 1, 2025 to April 1, 2080. b. Conforming to A&R MLA . This Third Amendment amends the Regulatory Agreement for each property identified in Attachment 1 to conform it to any conflicting term in the A&R MLA, and any term in a future amendment to A&R MLA.
2. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement remain the same and the Regulatory Agreement remains in full force and effect.
3. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement as amended by this Third Amendment, and that the Regulatory Agreement with this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.
4. Monitoring. As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority’s cost.
5. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Properties by Instrument No. 06-2369323, and as amended and restated by Instrument No. ________________, recorded on _______________, 2025.
6. Counterparts . This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
7. Successors and Assigns. The Regulatory Agreement as amended by this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement as amended by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.
ATTACHMENT 6 - 4
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IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above. "A
uthority"
HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By:________________________________
Justin Hess, Executive Director
Attest:
___________________________________
, CMC, Secretary
"C
ITY"
CITY OF BURBANK, a municipal corporation
and charter city
By:________________________________
Justin Hess, City Manager
Attest:
___________________________________
____________________, CMC, City Clerk
Appr
oved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel ___________________________________
By:
ATTACHMENT 6 - 5
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"BO
RROWER"
BURBA
NK HOUSING COPORATION,
a California nonprofit public benefit corporation
By
: _____________________________
Name:___________________________
Its:______________________________
ATTACHMENT 6 - 6
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AT
TACHMENT NO. 1
“SUBJECT PROPERTIES” are:
TO BE INSERTED.
ATTACHMENT 6 - 7
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EXHIBIT C-2
For
m of Third Amendment to Regulatory Agreement
(Phase 1 – 2025 Master Loan Agreement)
(Catalina – Project No. 8A)
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Housing Director )
)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.
THIRD AMENDMENT TO REGULATORY
AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(Catalina – Project No. 8A)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this “Third Amendment”) is entered into as of January _____, 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the “Authority”) , the City of Burbank , a charter city and municipal corporation (the “City”), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the “Developer or BHC”).
Su
bject Property:
2321-2323 Catalina St, Burbank, CA and more particularly described in Attachment No. 1.
R E C I T A L S
The following recitals are a substantive part of this Agreement:
A. In 1997, the former Redevelopment Agency of the City of Burbank (the “Agency”) established a nonprofit public benefit corporation, the Burbank Housing Corporation (“BHC”), to improve and preserve the existing housing inventory in the City ATTACHMENT 6 - 8
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of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.
B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, (“HOME funds”), for the purpose of the production and operation of housing affordable to lower and very low income families.
The City also receives Community Development Block Grant (“CDBG”) funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the “Community Redevelopment Law”) the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City’s supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the “Housing Fund”).
D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency’s housing duties and assets, including the Housing Fund.
E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households at on twenty- five properties throughout the City (the “Projects"). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.
F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the “Loan Agreement”), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans (“Authority Loan”) and City HOME and CDBG loans (“City Loan”). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed-of-Trust recorded on the Projects.
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G. The parties further modified restated, and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the “A&R MLA”) to modify and restate the terms of the loan (the “Loan”) to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) to define “affordability covenant period” to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 (“Affordability Period”); 4) to eliminate the concept of “residual receipts payments” which had resulted in Loan payments only when certain conditions existed; 5) to eliminate interest on Authority Loan, including existing outstanding and new interest payments for the Authority Loan, to make consistent with City Loan (with certain exceptions); 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7 continue certain limitations that currently and must always exist in BHC’s Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).
H. Subject Property, along with 2321 North Fairview Street, is referenced in the A&R MLA as collectively Project No. 8. Through the A&R MLA, the Project No. 8 is divided into two separate projects - the project located at Subject Property-2321-2323 North Catalina Street (“Project No. 8A”) and the project located at 2321 North Fairview Street (“Project No. 8B”), with separate amended regulatory agreements. The regulatory agreement requires among other things, specific affordability requirements, together with operation of an activity center located on Subject Property to serve the neighborhood.
I. A Regulatory Agreement was recorded on the Subject Property as Instrument No. 04-1599871 on June 17, 2004, and amended by an Amended Regulatory Agreement Instrument No. 06-2369324 on October 25, 2006 (the "First Amendment") and as further amended by a Regulatory Agreement Amendment Instrument No. 20101493655 on October 19, 2010 (the "Second Amendment").
J. The Regulatory Agreement, as amended by the First Amendment and the Second Amendment, is now further being amended (this Third Amendment) to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) to separate the Subject Property from the adjacent parcels 2321 North Fairview Street.
NOW, THEREFORE, the parties hereto agree as follows:
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1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property. The Subject Property is improved with an eight unit apartment building 2323 Catalina Street and an activity center.
2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:
Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease one (1) of the rehabilitated housing units on the Property to Very Low Income Households as defined in Health and Safety Section 50105 (“Very Low Income Unit”), four (4) of the rehabilitated housing units on the Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 (“Lower Income Units”), and three (3) of the rehabilitated Housing Units on the Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units”), all at Affordable Rents for the respective income levels as set forth in Section 5 (the “Affordable Units”). The Developer shall further restrict the units by ensuring that the Very Low Income Unit is a one-bedroom unit, that the Low Income Units are all one-bedroom units, and that three of the Moderate Income Units are one-bedroom units.
3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows:
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer’s acquisition of the Property. For purposes of this Section 4, “in perpetuity” means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the “Affordability Period”."
4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a future amendment to the A&R MLA.
5. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement, as amended by the First and Second Amendments, remain the same and the Regulatory Agreement, as amended by the First and Second Amendments, remains in full force and effect.
6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement , as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First ATTACHMENT 6 - 11
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Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.
7. Monitoring. As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority’s cost.
8. Performance Secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January___, 2025, recorded as Instrument No._____________ on __________, 2025.
9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment, shall be binding upon BHC and the permitted successors and assigns of BHC.
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Regulatory Agreement as of the date and year set forth above.
"Authority"
HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By:________________________________
Justin Hess, Executive Director
Attest:
___________________________________
, CMC, Secretary
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By:________________________________
Justin Hess, City Manager
Attest:
___________________________________
, CMC, City Clerk
Approved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel
___________________________________
By:
"BORROWER"
BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By: _____________________________
Name:___________________________
Its:______________________________
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ATTACHMENT NO. 1
“SUBJECT PROPERTY” is:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOTS 100 AND 101 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 2464-008-030
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EXHIBIT C-3
Form of Third Amendment to Regulatory Agreement
(Phase 1 – 2025 Master Loan Agreement)
(2321 N. Fairview – Project No. 8B)
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Burbank )
275 East Olive Avenue )
P.O. Box 6459 )
Burbank, California 91519-6459 )
Attention: Housing Director )
)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.
THIRD AMENDMENT TO REGULATORY AGREEMENT
(Phase 1 -2025 Master Loan Amendment)
(2321 N. Fairview)
THIS THIRD AMENDMENT TO REGULATORY AGREEMENT (this “Third Amendment”) is entered into as of January _____, 2025 among the Housing Authority of the City of Burbank, a public body, corporate and politic (the “Authority”), the City of Burbank, a charter city and municipal corporation (the “City”), and Burbank Housing Corporation, a California nonprofit public benefit corporation (the “Developer" or BHC”).
Subject Property
2321 N. Fairview, Burbank, CA and
more particularly described in Attachment No. 1.
R E C I T A L S
The following recitals are a substantive part of this Agreement:
A. In 1997, the former Redevelopment Agency of the City of Burbank (the “Agency”) established a nonprofit public benefit corporation, the Burbank Housing Corporation (“BHC”), to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.
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B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, (“HOME funds”), for the purpose of the production and operation of housing affordable to lower and very low income families.
The City also receives Community Development Block Grant (“CDBG”) funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (the “Community Redevelopment Law”), the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City’s supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the “Housing Fund”).
D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Authority accepted the Agency’s housing duties and assets, including the Housing Fund.
E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income households on twenty-five properties throughout the City (the “Projects”). In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.
F. To further this partnership, the City, Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008 (the “Loan Agreement”), which modified agreements and combined the loans made by the City and Agency for the Projects into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual Projects as one large project. The Loan Agreement combined Agency (now Authority) loans (“Authority Loan”) and City HOME and CDBG loans (“City Loan”). The Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The loan is secured by a single Deed of Trust recorded on the Projects.
G. The parties further modified restated, and replaced in its entirety the Loan Agreement by entering into the Amended and Restated Master Loan Agreement (Phase 1- January 2025) (the “A&R MLA”) to modify and restate the terms of the loan (the “Loan”) to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan except for the ATTACHMENT 6 - 16
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principal associated with certain Projects as identified in the A&R MLA; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the principal associated with certain Projects as identified in the A&R MLA; 3) define “affordability covenant period” to be 55 years and 3 months for the Authority Loan and City Loan commencing January 1, 2025 and ending April 1, 2080 (“Affordability Period”); 4) eliminate the concept of “residual receipts payments” which had resulted in Loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC’s Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).
H. Subject Property, along with 2321-2323 N. Catalina Street, is referenced in the A&R MLA as collectively Project No. 8, specifically 2321 North Fairview Street and 2321-2323 North Catalina Street. The regulatory agreement required, among other things, specific affordability requirements together with operation of an activity center to serve the neighborhood. Though the A&R MLA, Project No. 8 is divided into two separate projects - the project located at 2321-2323 North Catalina Street (“Project No. 8A”) and the project located at Subject Property-2321 North Fairview Street (“Project No. 8B”), with separate amended regulatory agreements.
I. A Regulatory Agreement was recorded on Subject Property as Instrument No. 04-1599871 on June 17, 2004, as amended by an Amended Regulatory Agreement recorded on Subject Property as Instrument No. 06-2369324 on October 25, 2006 (the “First Amendment”). On September 23, 2010, the parties agreed to amend the Regulatory Agreement to allow BHC to have flexibility to lease affordable units below income level designations (the “Second Amendment”). The Second Amendment did not appear on a title report for Subject Property due to administrative recording error, and shall be recorded prior to the recording of this Third Amendment.
J. The Regulatory Agreement, as amended by the First and Second Amendments, is now further being amended by this Third Amendment to 1) reflect the modification to the A&R MLA, specifically the extension of affordability covenants to April 1, 2080, and 2) separate the Subject Property from the adjacent parcels 2321- 2323 Catalina St.
NOW, THEREFORE, the parties hereto agree as follows:
1. Recital B is amended to read as follows: The Developer purchased with Authority and City assistance the Subject Property The Subject Property is improved with a two-story apartment building containing six units at 2321 North Fairview Street.
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2. Affordable Units. The first two sentences of Section 4 Affordable Units are amended to read as follows:
Affordable Units. The Developer agrees to make available, restrict occupancy to, and lease two (2) of the rehabilitated housing units on the Subject Property to Lower Income Household as defined in Health and Safety Code Section 50079.5 (“Lower Income Units”), and four (4) of the rehabilitated Housing Units on the Subject Property to Persons and Families of Low or Moderate Income as defined in Health and Safety Code Section 50093 (Moderate Income Units”), all at Affordable Rents for the respective income levels as set forth in Section 5 (the “Affordable Units”).
The Developer shall further restrict the units by ensuring that the Low Income Units are all one-bedroom units, and that four Moderate Income Units are two-bedroom units.
3. Extension of Affordability Covenants. The final paragraph of Section 4 is amended to read as follows:
"The Property shall be subject to the requirements of this Section 4 in perpetuity commencing on the date of the Developer’s acquisition of the Property. For purposes of this Section 4, “in perpetuity” means the useful life of the Property with the land use controls imposed herein, but not less than fifty-five years and three months commencing January 1, 2025 and expiring April 1, 2080. The duration of this requirement shall be known as the “Affordability Period”."
4. Conforming to A&R MLA. This Third Amendment further amends the Regulatory Agreement to conform it to any conflicting term in the A&R MLA and any term in a future amendment to the A&R MLA.
5. No Other Changes. Except as amended pursuant this Third Amendment, all terms of the Regulatory Agreement, as amended by the First and Second Amendments, remain the same and the Regulatory Agreement, as amended by the First and Second Amendments, remains in full force and effect.
6. Interpretation and Estoppel Certificates. While it is not the intent to modify any other term, should any interpretation question result due to this modification, the Assistant Executive Director and the City Attorney shall provide an interpretation. The interpretation may, if requested by BHC, be provided to Council by memo, and Council may, if it desires to do so as a body, call up the matter for discussion and further interpretation. The Assistant Executive Director is authorized to execute an estoppel certificate stating that BHC is in full compliance with the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and this Third Amendment, and that the Regulatory Agreement together with the First Amendment, the Second Amendment, and this Third Amendment is a true and complete copy, and if applicable, to memorialize an interpretation authorized herein.
7. Monitoring. As to a matter between the Authority and City, Authority agrees to monitor the Regulatory, as amended by this Third Amendment as to Authority affordability covenants and also monitor City affordability covenants, at Authority’s cost.
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8. Performance secured by Deed of Trust. Performance of the obligations hereunder are secured by a Deed of Trust recorded on Subject Property by Instrument No. 06- 2369323, as amended and restated on January___, 2025, recorded as Instrument No._____________ on __________, 2025.
9. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
10. Successors and Assigns. The Regulatory Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment shall run with the land, and all of the terms, covenants and conditions of the Regulatory Agreement, as amended by the First Amendment, the Second Amendment, and by this Third Amendment shall be binding upon BHC and the permitted successors and assigns of BHC.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Regulatory Agreement as of the date and year set forth above.
"Authority"
HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By:________________________________
Justin Hess, Executive Director
Attest:
___________________________________
_____________________, CMC, Secretary
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By:________________________________
Justin Hess, City Manager
Attest:
___________________________________
_______________, CMC, City Clerk
Approved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel
___________________________________
By:
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"BORROWER"
BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By: _____________________________
Name:___________________________
Its:__________________________________
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ATTACHMENT NO. 1
“SUBJECT PROPERTY” is:
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 2464-005-030
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