(Attachment No. 6 & 7). The awarded grant is considered a pass-through grant, where the City received the grant funds from HCD, but then immediately disbursed them to the applicant to carry out the project.
Homekey funding is targeted toward converting existing buildings into permanent (supportive) or interim (transitional) housing for persons experiencing homelessness or at risk of homelessness. The conversion of the hotel into the existing 59-unit supportive housing project was completed on March 18, 2021 (with final building inspections occurring on this date).
Discussion and Analysis:
Section 17.01.560 of the Calexico Municipal Code (CMC) sets forth the requirements for modification of a conditional use. As the requested modification is a major expansion of the conditional use, the requested modification is subject to the review and discretion of the original approval body, which is the City Council. Although supportive housing is not an explicitly listed conditional use in the commercial zones (CMC Section 17.05.120), group care facilities are listed as such and, in accordance with CMC Section 17.01.900 supportive housing that is provided in group dwellings shall be permitted, conditionally permitted or prohibited in the same manner as the other group dwellings. In accordance with California Health and Safety Code Section 50675.14(2) “supportive housing” means housing with no limit on length of stay, that is occupied by the target population, and that is linked to onsite or offsite services that assist the supportive housing resident in retaining the housing, improving their health status, and maximizing their ability to live and, when possible, work in the community. The target population consists of persons experiencing homelessness or at risk of homelessness.
The Hollies Affordable Housing Project was originally approved to include a 6,326-square-foot central area to be dedicated for office and community room space as shown in Attachment No. 8. However, due to funding issues this central area was never improved from its original hotel-use condition. The rest of the hotel, however, was rehabilitated into the 59 dwelling units that exist today. The south wing of the hotel was converted into 22 studio units and the north wing into 21 studio units. Additionally, an adjacent hotel building along Lincoln Street was converted into 16 units. None of the existing dwelling units within the facility are housed within the 6,326-square-foot central portion of the facility. In addition to the tenant improvements completed to convert and rehabilitate the hotel, the adjoining alley was demolished and rebuilt with a new 8-inch waterline installed to serve the new facility using $2.6 million of Homekey grant funds (Attachment No. 9). All units are fully occupied and residents are provided with offsite supportive services by the Imperial County Department of Social Services and Imperial County Behavioral Health Services. Rents are currently $489 per month and are based on 30% of the area median income, which are considered affordable to very low income households. These rents cover utilities and internet access for the tenants.
Recently the applicant was awarded a Homeless Housing, Assistance and Prevention (HHAP) Grant by the County of Imperial through the California Department of Housing and Community Development (HCD). The City is not a co-applicant on this grant. The total grant amount is $2,330,290, with an expenditure deadline of April 30, 2026. With this additional grant funding, the applicant will be able to rehabilitate the 6,326-square-foot unfinished central area of the facility into nine (9) additional affordable dwelling units, an office, a mechanical room and a community room primarily targeted for use by seniors living at the facility. Approximately 70% of existing residents are seniors. In addition, the funding will help convert the existing mechanical room located within the northern wing of the facility into an additional dwelling unit, for a total of 10 new units (see attached project construction item schedule; Attachment No. 10). Each dwelling unit will consist of a large room with a kitchenette and a bathroom with an average size of approximately 450 square feet. Additional improvements include removal of the central building area, which includes the former hotel vehicle drop-off canopy, removal of the pylon hotel sign, grading of the former pool area for additional parking, and façade improvements (see Project Plans; Attachment No. 11). Originally, the applicant had planned to complete a tenant improvement of the central building area, but due to structural issues, mainly a compromised roof, the applicant was forced to demolish the structure. The applicant submitted a demolition permit for the work completed to date and also submitted an “At-Risk” form, indicating that the demolition work does not vest the CUP
modification and that Council approval is still required for construction of the new dwelling units (Attachment No. 12). None of the existing residents have had to be relocated during these demolition activities. The applicant has also submitted building plans for plan check “at risk.” Due to the looming expenditure deadline for the grant, Staff accommodated the applicant’s request to initiate the building plan check, however, a building permit authorizing the construction of the new units cannot be issued until the City Council approves the requested CUP modification.
The proposed project will help meet a critical housing need for the City by creating ten (10) new dwelling units affordable to very low income households. Based on the City’s current Regional Housing Needs Allocation (RHNA), the City has a need for 1,279 very low income dwelling units, however, to date, the City has not produced a single very low income dwelling unit during the current Housing Element period which runs from 2021 to 2029. As approximately 70% of the units currently house seniors, the subject facility serves a vulnerable elderly population with limited means that may otherwise not afford quality housing. Financing the construction of very low income units requires significant subsidies from State grants and other sources, and private-public partnerships, as market-rate housing will not result in housing affordable to very low income households. As an additional subsidy, the State provides a welfare exemption from property taxes for low-income rental housing, such as the subject project. The applicant has indicated that without these subsidies, the facility would not be viable as shown in the attached proforma financial statement (Attachment No. 13).
The financial statement provided by the applicant shows that the development is currently operating at a loss, which is typical for a very low income housing development as very low income rental rates do not sufficiently cover total operating costs. As such, the State has made operating subsidies available for these types of projects, such as through the Permanent Local Housing Allocation (PLHA) Grant. The initial Homekey Grant award also included an operation subsidy with an expenditure deadline through June 30, 2022. The PLHA program provides a stream of guaranteed funding available on an annual basis to the City that is generated through a State-mandated $75 recording fee on real estate transactions. Currently the City has approximately $1 million in PLHA funding available, however, the City cannot tap into these funds until its Housing Element is certified by HCD. The City had previously made a commitment to use some of its PLHA funding as an operating subsidy for the Hollies Affordable Housing Program (Attachment No. 14). As PLHA funding is not currently available, the applicant has filled the gap in operating funding as a charitable contribution.
As with any residential development, the project will require police and fire protection services. Over the past three years, the existing facility has averaged 1-2 calls for service from the Fire Department (Attachment No. 15). In order to offset the new demand placed on City services by new residents, as with all new residential development, the proposed project will be subject to the payment of development impact fees, as follows:
IMPACT FEE Totals for Project
CORPORATE FACILITIES $ 3,930.00
LIBRARY FACILITIES $ 6,580.00
POLICE FACILITIES $ 5,880.00
FIRE FACILITIES $ 6,120.00
PARKS AND RECREATION FACILITIES $ 13,030.00
TRAFFIC TRANSPORTATION FACILITIES $ 9,630.00
WATER FACILITIES $ 31,850.00
SEWER FACILITIES $ 24,780.00
ADMINISTRATION FEES $ 740.00
TOTAL $ 10,254.00 $ 102,540.00
$ 74.00
$ 3,185.00
$ 2,478.00
$ 1,303.00
$ 963.00
$ 588.00
$ 612.00
$ 393.00
$ 658.00
Multiple Family
Per Unit
On December 2, 2024, the City received a Breach of Contract Notice from HCD for the Hollies Affordable Housing Project due to a change in ownership of the subject property without authorization from HCD.
On February 5, 2025 the City reauthorized the grant application to correct the ownership listed in the grant agreement and the City has forwarded the requested City Council Resolution with the updated ownership information to HCD (Attachment No. 16).
The attached draft City Council Resolution includes the required findings for approval for Conditional Use Permits as set forth in CMC Section 17.01.540 and conditions of approval received from various City departments from their respective review of the project plans submitted with the subject Uniform Application. A Design Review Committee meeting with the Fire Department, Police Department, Public Works Department, Finance Department, Chamber of Commerce, Planning & Building Department, and City Manager’s Office was held on May 14, 2025 to collectively review and discuss project plans before finalizing project conditions of approval. As demolition work has already started, some of the conditions of approval have been modified based on existing site conditions when compared to the Resolution presented at the July 16, 2025 City Council public hearing. Notice of the July 30, 2025 public hearing has been provided in the Calexico Chronicle and to properties within 300 feet of the subject property.
Staff recommendation is for the City Council to adopt the attached Resolution approving the proposed affordable housing project. In order for the City Council to disapprove an affordable housing project, the City Council would need to make written findings that (1) the project will have a specific, adverse impact on public health or safety, and (2) there is no way to mitigate the adverse impact other than by disapproving the project. The health or safety impact identified must be significant, quantifiable, and direct, and it must be based on identified written public health or safety standards. These written findings must be based on a preponderance of the evidence in the record.
The proposed project is exempt from the requirements of the California Environmental Quality Act (CEQA), pursuant to Section 15301; Class 1 of the CEQA Guidelines, because the project involves the remodel of an existing facility with no expansion in square footage. None of the exceptions to the exemption found in CEQA Guidelines Section 15300.2 apply to the project.
Fiscal Impact: The additional ten (10) dwelling units are subject to development impact fees of $10,254 per unit for a total payment of $102,540 due to the City upon issuance of a certificate of occupancy.
Attachment(s):
1. Aerial Vicinity Map
2. Uniform Application No. 2025-01/Density Bonus Application
3. Council Resolution No. 2020-45
4. Council Resolution No. 2020-57
5. Standard Agreement
6. Affordable Housing Grant and Indemnity Agreement
7. Regulatory Agreement & Declaration of Restrictive Covenants
8. Approved CUP Site Plan
9. Alley Improvement Cost Summary
10. Project Construction Item Schedule
11. Project Plans
12. At-Risk Submittal Request Form
13. Proforma Financial Statement
14. PLHA Grant Letter
15. Fire/Emergency Medical Services Incidents Log
16. Council Resolution 2025-05
17. Draft Resolution
ATTACHMENT NO. 1
Aerial Vicinity Map
Hollies Affordable Housing Project
Location: 801 S. Imperial Ave.
ATTACHMENT NO. 2
T ,
City of Calexico
Development Services Department - Pl '~nm/E>~ _D
UNIFORM APPLICATION
608 Heber Avenue, Calexico, CA 92231 FEB 2 4 2025
• Phone: (760) 768-2118 • Fax: (760) 357-7862 • Email: ~l'½1ning@cal~xico.ca.gov __ ... ,---·~ CITYOF CALEXICO
www.calexico.ca.gov i► vF, 0 r,,11r • 1 si=Rv1cEs DEPARTMENT Application Types (Please indicate all of the planning applications you wish to apply for:
□ Lot Line Adjustment (4 lots or less) ~ Conditional Use Permit (CUP) [Non-Cannabis] □ Subdivision (4 lots or less) □ Variance Request
□ Tentative Parcel Map Project (TPM) □ Other Development Application Type List Project Type: CUP No. 2020-07 Amendment
PROJECT INFORMATION:
ProjectAddress/Location: 801 Imperial Ave, Calexico CA 92231 Assessor Parcel Number(s)_0_5_8_-3_4_6_-_0_0_1 ______________________ _ Proposed Project Description (a detailed project description must be included as a separate attachment/letter) Current General Plan Designation: ---- - ---------------------- Current Zoning:
CH- Commercial Highway
Proposed General Plan Designation: _ _________________________ _ Proposed Zoning:
APPLICANT INFORMATION:
Name: Riverwalk Imperial LLC
Address: 341 W. Crown Court, Imperial, CA. 92251
[email protected] I
760 355 5600 melissa@dugginsconstruction com I
Phone Number: ____ -___________ Email: [email protected] I hereby authorize this application and certify that all filling requirements have been satisfied for my application.
I also acknowledge that any missing items may delay the processing of my application.
Signature of Applicant
AUTHORIZED REPRESENTATIVE:
Name: Melissa Gomez/ Iris Perez
Phone Number: 760 355-5600
OFFICIAL USE ONLY
Date
Emai I: [email protected]/ [email protected] Uniform Application No.
Project Planner:
City of Calexico
Development Services Department - Planning Division
UNIFORM APPLICATION
PROPERTY OW NER INFORMATION AND PERMISSION:
Name: Riverwalk Imperial LLC
Address: 341 W. Crown Court, Imperial, CA. 92251
[email protected] I
[email protected] /
Phone Number: _7_6_0_ 3_5_5_-5_6_0_0 _ _____ ____ Email: [email protected] I certify under penalty of the laws of the State of California that I am the property owner of the property that is the subject matter of this application and I am authorizing to and hereby consent to the filing of this application and acknowledge that the final approval by the City of Calexico, if any, may result in restrictions, limitations and construction obligations being imposed on the real property. (If more properties or owners are involved please provide additional sheets.)
Riverwalk Imperial LLC
Printed Name of Property Owner(s):
Signt:=3~:§p~ ~ Signature of Property Owner(s)
D Check here if additional Property Owner Certifications are attached to this application.
APPLICANT BILLING ADDRESS:
Name: Riverwalk Imperial LLC
Address: 341 W. Crown Court, Imperial, CA. 92251
[email protected] I
760 355 5600 [email protected] /
Phone Number: ____ - _______ _ _ __ Email: [email protected]
ACKNOW LEDGMENT OF FINANCIAL RESPONSIBILITY BY THE APPLICANT (Project representative signatures w ill not be accepted.) I acknowledge and certify that with this development application I am financially obligated to the City of Calexico for all expenses related to the time and effort spent by the employees, agents, consultants, and legal representatives that are used to process this/these applications. I understand that the City processes development applications on a deposit based fee system which requires an initial application processing deposit payment prior to beginning any process work. Further, I understand that once the project applicat ion deposit balance falls to $2,500 an additional deposit, equal to the original application deposit fee amount, must be made within IO days of notification from the City. I further acknowledge that if the additional application deposit fee payment is not been made within the required IO days as required by the City, the City will discontinue all work on this/these applications and will not schedule the project for a hearing (if one is required). I also acknowledge that if I fail to replenish the application deposit account within six (6) months of notification from the City, I understand that this/these applications will be automatically deemed withdrawn by the City, and that a new development application and deposit fee will be required to restart the project processing.
City of Calexico
Development Services Department - Planning Division
UNIFORM APPLICATION
ACKNOWLEDGMENT OF INDEMNIFICATION RESPONSIBILITY BY THE APPLICANT (Project representative signatures will not be accepted.) The applicant shall indemnify, protect, defend, and hold harmless, the City, and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, from any and all claims, demands, law suits, writs of mandamus, and other actions and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolutions procedures (including, but not limited to arbitrations, mediations, and other such procedures), (collectively "Actions"), brought against the City, and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, the any action of, or any permit or approval issued by, the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City), for or concerning the project, whether such Actions are brought under the California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure Section I 085 or I 094.5, or any other state, federal, or local statute, law, ordinance, rule, regulation, or any decision of a court of competent jurisdiction. City shall promptly notify the applicant of any Action brought and request that applicant defend the City. It is expressly agreed that applicant may select legal counsel providing the applicant's defense and the City shall have the right to approve separate legal counsel providing the City's defense. The applicant shall reimburse City for any attorneys' fees, costs and expenses directly and necessarily incurred by the City in the course of the defense.Applicant agrees that City will forward monthly invoices to Applicant for attorneys' fees, costs and expenses it has incurred related to its defense of any Action and applicant agrees to timely payment within thirty (30) days of receipt of the invoice. Within fourteen ( 14) days of an Action being filed, applicant agrees to post adequate security or a cash deposit with City in an amount to cover the City's estimated attorneys' fees, costs and expenses incurred by City in the course of the defense in order to ensure timely payment of the City's invoices.The amount of the security or cash deposit shall be determined by the City. City shall cooperate with applicant in the defense of any Action Riverwalk Imperial LLC
Applicant Printed Name
Signa~~
d - ft- ZL
Date Signed
City of Calexico
Development Services Department - Planning Division
UA Application Environmental Assessment Form
The State of California requires cities to assess the environmental impact of all development projects before permits for such action are issued.The attached form will assist you in presenting the environmental effects of your project.The form includes information about the project and an assessment of the potential environmental impacts.You may be asked to answer other questions and submit additional information to determine the level of environmental review required for the project.
Developer or Applicant: Riverwalk Imperial LLC
Contact Person: Ray Roben _...;.._ _______________________________ _ Address· 341 W. Crown Court
Telephone: (760) 355-5600
City: Imperial State: CA Zip:_9_2_2_5_1 ___ _
[email protected] / [email protected]
Email: [email protected]
Address/ APN(s) of Project:_0_5_8-_3_4_6_-0_0_1 ______________________ _ Identify any other related permits and other public approvals required for this project including those required by the City, regional, State, Federal agencies, not including approvals from the City of Calexico's Fire & Police departments: Conditional Use Permit
Proposed Use of Site (project described in this form): Renovation of a 6 ,326 sq. ft. within the existing building center area and office space, incorporating 9 additional units Surrounding Land Uses: Madero Auto Sales and Residential properties Site Size (Square Feet or Acres): _
3_
7_,0_8_
6_s_q..;.._ft_. ______ Number of Floors of Construction: _1 ___ _
For Residential Development:
Number of Units:_9 _____________ _ Unit Sizes· 442 sq. ft. approximately Units per Acre: _____ Lot Sizes: ________________________ _ No. of Required Parking Spaces, required & proposed: __________ EV Charging Spaces: __ _ For Commercial, Industrial and Other Development:
Type of Development:-------- ------------------------
Green House Gas Mitigation Measures: _____________________ ____ _ Number of Buildings: _________ Size of Buildings: _ ___ _____________ _ No. of Required Parking Spaces, required & proposed: __________ EV Charging Spaces: __ _ City of Calexico
Development Services Department - Planning Division
UA Application Environmental Assessment Form
(continued from previous page, please use additional sheets as necessary )
Describe the project site as it exists before ,the project, including information on topography, soil stability, plants and animals, and any cultural or scenic aspects.
Describe any existing structures onsite, and use of these structures.
Building for Affordable Housing Units
Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects.
Madero Auto Sales and Residential properties
Describe the typed of surrounding land use, intensity of land use, and sale of development.
Residential and commercial
Discuss all items checked "yes" (attach additional sheets as necessary):
YES
(I) Change existing features of the lake or substantial alteration to hills □ or of ground contours? (2) Change scenic views or vistas from existing residential areas or public 121 lands or roads?
(3) Change pattern, scale or character of general area? □ (4) Increase air emissions or ground water or any stream? □ (5) Alter water quality or quantity of lake or ground Water or any stream? □ (6) Increase existing noise levels? □ (7) Is site on filled land or on slopes of IO percent or more? □ (8) Use or disposal of potentially hazardous materials, such as toxic substances, flammables or explosives? □ (9) Change in demand for public services and utilities (police, fire, water, sewer etc ... ) ~
CERTIFICATION
NO
~
□
121
~
~
~
~
~
□
I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are hue and correct to the best of my knowledge.
Signatur~ Date
Name of Form Preparer Phone
Email
PLANNING & BUILDING DEPARTMENT
608 Heber Avenue
Calexico, CA 92231
760-768-2118
THIS PACKAGE PROVIDES AN OVERVIEW OF THE DENSITY BONUS
APPLICATION PROCESS AND SUBMITTAL
REQUIREMENTS FOLLOWED BY THE APPLICATION FORM
PURPOSE:
The Density Bonus Application facilitates the implementation of State Density Bonus Law (Section 65915 et seq. of the California Government Code) at the local level and allows multifamily projects consisting of five or more units with qualifying affordability criteria or development characteristics to be eligible for additional residential units beyond those allowed by the density restrictions of the corresponding zone. Qualifying projects are also allowed waivers and/or modifications to development standards in order to make the project viable at its maximum allowable density (permitted base density combined with density bonus). In addition, for those developments substantiating a financial need via a Financial Analysis Report, 1-4 financial concessions or incentives may be granted depending on the percentage of affordable units and level of affordability provided.
PROCESS:
A Density Bonus Application is submitted in conjunction with a Uniform Application for development and is processed in accordance with the procedures of the Uniform Application. Approval of a Density Bonus Application would be completed under the authority of the City Council as part of the overall multifamily project entitlement. As part of the project entitlement for a housing development including a density bonus, a Density Bonus Housing Agreement will be executed.
FEE:
A Density Bonus Application is processed under the fee of the Uniform Application (master application).
APPLICATION:
The Density Bonus Application must be filed concurrently with a Uniform Application for development.
Environmental review of the Density Bonus request will be completed as part of one of this master application. The submittal of plans, environmental and technical studies, and other supporting documents for the Density Bonus Application will be satisfied by the submittal checklist of the master application. For those qualifying affordable projects seeking financial incentives or concessions a Financial Analysis Report is required to support the request.
4.2025
2025-1 (Amendment of CUP UA No. 2020-07)
FOR DEPARTMENT USE ONLY
DENSITY BONUS
APPLICATION
Planning & Building Department
608 Heber Avenue, Calexico, CA 92231
760-768-2118
Uniform Application No.: __________________________ _
Site Location: 801 Imperial Ave, Calexico CA 92231/ 18 Lincoln Street, Calexico CA 92231 Assessor Parcel Number(s): _o_5_8-_3_4_6-_0_0_11_0_5_8_-3_4_6-_0_0_7 _______________ _
1. Applicant
Name: Riverwalk Imperial LLC
Address: 341 W. Crown Court
Imperial, CA. 92251
Phone: (760) 355-5600
[email protected]/ [email protected]/ Ema j I: [email protected]
Signature: ____________ _
Print Name:
- - - ~-- --- - - ---
3. Applicant's Representative
Name: Duggins Construction, Inc.
Address: 341 W. Crown Court
Imperial, CA. 92251
Phone: (760) 355-5600
. [email protected]/
Email: iris m
Print Name: Melissa Gomez
2. Property Owner
Name: Riverwalk Imperial LLC
Address: 341 W. Crown Court
Imperial, CA. 92251
Phone: (760) 355-5600
[email protected]/ [email protected]/ Ema ii: [email protected]
Signature: _____________ _
(Authorizing Applicant to Submit Application)
Print Name:
4. Engineer
Name:
Address:
Phone:
Email:
--------------
Signature: _____________ _
Print name:
---------------
5. Project Characteristics.
A. Total number of units allowed without Density Bonus: 20 Units per Acre B. Total number of units proposed with Density Bonus: 68 units per Acre C. Is the project a senior citizen housing development D Yes ~ No D. Does the project include affordable units ~ Yes D No (Skip to 5.F.) E. Total number and percentage of units affordable to:
1. Lower Income Households: 68 100 %
2. Very-Low Income Households:
3. Moderate Income Households:
F. Total number of:
1. Studio Units: 68
2. 1-bedroom units:
3. 2-bedroom units:
4. 3-bedroom units:
5. 4 or more bedroom units:
G. Does the project include donation of land to the City D Yes
1. Size of land to be donated (square feet/acres)
H. Does the project include a child care facility D Yes
1. Size of proposed child care facility (square feet)
%
%
~ No
6. Waiver and/or reduction of development standards. If any City development standard would physically prevent the project from being built at the maximum allowable density (permitted base density combined with density bonus), the developer may propose to have those standards waived or reduced.
A development standard waiver or reduction request must relate to building configuration and siting issues or to the number of required parking spaces and cannot cause an environmental, public health or life safety concern. If a waiver or reduction request is not clearly related to the viability of a project, additional justification for the request may be requested.
Please check the box next to all development standards waivers and/or reductions requested. A block entitled "Density Bonus Development Standard Waivers/Reductions" must be provided on the cover sheet of the architectural drawings of the master application with all waivers and reductions and their respective figures and calculations listed.
□ Increase in Maximum Lot Coverage
Lot coverage % required____ Lot coverage % proposed ___ _ 181 Reduction in Minimum Lot Setbacks
Required front yard setback____ Proposed front yard setback ___ _ Required back yard setback.____ Proposed back yard setback'----- Required interior side yard setback____ Proposed interior side yard setback ___ _ Required exterior side yard setback 12' Proposed exterior side yard setback_O_' __ _ o Reduction in Separation Between Buildings
Required separation ___ _ Proposed separation ___ _
x Waiver of EV parking requirement as it would make project financially infeasible. □ Increase in the Maximum Building Height and/or Number of Stories Maximum permitted building height____ Proposed building height ___ _ Maximum stories permitted ---- Proposed stories _ __ _
18 A Reduction in the Minimum Number of Parking Spaces Required 63 regular parking 59 regular parking Parking spaces required 3 ADA parking Parking spaces proposed* 2 ADA parking *Reduction in parking must be in accordance with State Density Bonus Law provisions □ Other: ----------------------------------
7. Concessions/Incentives. For those developments that include affordable units, 1-4 concessions or incentives may be granted depending on the percentage of affordable units provided and level of affordability as follows:
NO.OF VERY LOW INCOME LOWER INCOME MODERATE
INCENTIVES/ PERCENTAGE PERCENTAGE INCOME
CONCESSIONS PERCENTAGE
1 5% 10% 10%
2 10% 17% 20%
3 15% 24% 30%
4 100% LowNery 100% LowNery 100% LowNery
Low/Mod Low/Mod Low/Mod
(20% Moderate allowed) (20% Moderate allowed) (20% Moderate allowed) The concession or incentive request must result in identifiable and actual cost reductions and cannot cause an environmental, public health or life safety concern. In order to support any financial incentive or concession request, such as the waiver of development impact fees, a Financial Analysis Report must be provided.
Please check the box next to all requested concessions/incentives:
□ Deferral of development impact fees to final inspection/certificate of occupancy. □ Other: ----------------------------------
8. Architectural Cover Sheet Statement. The cover sheet of the architectural plan set must include the following statement: This project includes a Density Bonus established pursuant to Section 65915 et seq. of the California Government Code.
CERTIFICATE AND AFFIDAVIT OF APPLICANT
I/We certify that all statements made on this application are true and complete to the best of my knowledge. I/We understand that any false statements may result in denial of the requested permit or revocation of any issued permit. I/We further certify that permission has been granted by the property owner to conduct the proposed development applied for herein.
Applicant Signature (Required)
Print Name\
ATTACHMENT NO. 3
RESOLUTION NO. 2020-45
RESOLUTION OF THE OF CITY COUNCIL OF THE CITY OF
CALEXICO APPROVING A CONDITIONAL USE PERMIT, UNIFORM
APPLICATION NO. 2020-07 FOR A PROPOSED CONVERSJON OF 43 HOTEL ROOMS AT THE HOLLIES HOTEL AT 801 IMPERJAL
AVENUE (APN: 058- 346-001) AND THl~ EXISTING 16 UNITAPARTMENT COMPLEX AT 18 LINCOLN STREET (APN: 058-346-007) LNTO A 59-UNTT PROFESSJONALLY MANAGED, DEED RESTRICTED
AFFORDABLE SENIOR AND VULNERABLE POPULATION LIVING
FACILITY, INCLUDING THE RETENTION OF EXISTING
COMMERCIAL SPACE
Wl-IEREAS, the Planning Commission of the City of Calexico (''City Council") did on the 13th day of July, 2020 hold a duly noticed public bearing to consider the request by the applicant for a Conditional Use Permit, Uniform Application No. 2020-07 allowing for a proposed conversion of 43 Hollies Hotel located at 801 Imperial Avenue (APN: 058- 346-001) and the existing 16 unit-apartment complex at 18 Lincoln Street (APN: 058-346-007) into a 59-unit, professionally managed, deed restricted affordable senior and vulnerable population living facility, including the retention of existing commercial space ("'CUP""), and WHEREAS, the Planning Commission failed to pass said resolution by the following vote:
A YES - 2 NOES - 1 ABSENT - 1
WHEREAS, the applicant has provided a letter appealing the decision of the Planning Commission to the City Council of the City of Calexico for a final decision in accordance with section 17.01 .240 of the Calexico Municipal Code. and
WHEREAS, the City Council of the City of Calexico held a duly noticed public hearing on July 27, 2020, to receive public testimony concerning the Project, and after conducting the public hearing, unanimously voted to approve the resolution by a majority vote to wit: and WHEREAS. the City Council of the City of Calexico realizes that the City is in need of affordable housing units, especially for the City's most vulnerable populations evidenced by the deficit for housing in all lower income levels indicated in the City's .. 2020 Annual Progress Report" submitted to the Department of Housing and Community Development; and WHEREAS, the proposed project conforms to. and is consistent with. the City of Calexico General Plan, and Zoning Ordinance the use is conditionally permitted in the Commercial Highway, CH Zone and meets those policies and regulations as set forth in the General Plan and Zoning Ordinance, and appropriate conditions have been made part of the approval (Conditions of Approval''); and
\1/HEREAS, the proposed use will not constitute a nuisance or be detTimental to the public welfare of the community, in that the intensity of the use is modest, and the use would be consistent with existing and permitted uses in the area: all conditions and requirements deemed Resolution No. 2020-45
necessary and in the public interest have been or will be met as they have been imposed on the application approval to reduce the impact of the use on adjacent properties and vicinity; and there are no significant privacy, noise, traffic, parking concerns raised by the use; and WHEREAS, the nature, intensity. and condition of the proposed use is compatible with existing and adjacent uses and structures and appropriate for the site, in that the project is for a 59-unit, professionally managed senior and vulnerable population living facility located along the Imperial Avenue corridor as the proposed project proposes a major tenant improvement, but no newly constructed buildings; the project meets all applicable development standards: and appropriate conditions have been made part of the approval; and WHEREAS, the proposed project substantially satisfies the design requirements and intent of the Community Design Standards for the development in the City of Calexico; and WHEREAS, pursuant to the California Environmental Quality Act c--cEQA"), the proposed use is categorically exempt from fu11her environmental review pursuant to CEQA Section 1530 I which exempts existing facilities. including part (a) Interior or exterior alterations involving such things as interior partitions, plumbing, and electrical conveyances involving negligible or no expansion of existing or former use; and
WHEREAS, proper notice of this public hearing was given in all respects as required by law; and
WHEREAS, the Planning Commission has reviewed all wril1en evidence and oral testimony presented to date.
NOW, THEREFORE, BE IT RESOLVED. that the City Council of the City of Calexico. based on substantial evidence in the administrative record of proceedings and pursuant to its independent review and consideration, does hereby make the following findings and dete1minations with respect to the proposed Conditional Use Permit and Uniform Application 2020-07
1) The City Council of the City of Calexico hereby makes the followi ng findings:
a) The proposed Conditional Use Permit and Uniform Application 2020-07, 07 allowing for a proposed conversion of 43 hotel rooms al the Hollies Hotel located at 801 Imperial Avenue (APN: 058- 346-001) and the existing 16 w1it-apartment complex at 18 Lincoln Street (APN: 058-346-007) into a 59-unit professionally managed, deed restricted affordable senior living facility. including the retention of existing commercial space conforms to the City of Calexico General Plan, applicable provisions of the Zoning Ordinance, in that the use shall be conditionally permitted in Commercial Highway. or CH zone, and appropriate conditions have been made part of the approval. b) Pursuant to the California Environmental Quality Act ('"CEQA''), the proposed use is categorically exempt from further environmental review pursuant to CEQA Section 15301 which exempts existing faci lities. including part (a) Interior or exterior alterations 82093.000JS\24556840.2
Resolution No. 2020-45
involving such things as interior partitions. plumbing, and electrical conveva.nces involving negligible or no expansion of existing or fonner use. c) The traffic trip generation was determined by the City's engineer to be under the threshold requiring a traffic study. and an evaluation of traffic and circulation found no potentially significant impacts.
d) The project will not substantially conflict with the region's Air Quality Management Plan as it is consistent with the City"s General Plan, will not result in an increase in population. and VMT traveled would be negligible; project will incorporate best management practices during and after construction to reduce construction related dust and erosion and maintain ambient air quality standards and greenhouse gas reductions. e) The project complies with City stonn water requirements and includes ·'low impact·· design measures and will not result in significant water quality impacts. f) The project is adequately served by all required utilities and public services. g) The site for the intended use is adequate in size. shape, topography, accessibility, and other physical characteristics to accommodate the use and required provisions of the Zoning Ordinance and satisfies all minimum physical standards required under the City"s Zoning Ordinance for similar type uses.
2) The City Council of the City of Calexico hereby approves the following:
Conditional Use Pe1mit, Uniform Application No. 2020-07 allowing for a proposed conversion of 43 hotel rooms at the Hollies Hotel located at 801 Imperia l Avenue (APN: 058- 346-001) and the existing 16 unit-apartment complex at 18 Lincoln Street (APN: 058-346-007) into a 59-unit, professionally managed, deed restri cted affordable senior and vulnerable population living facility, including the retention of existing commercial space.
PASSED AND ADOPTED by the City Council of the City of Calexico at a special meeting on the 27th day of July. 2020, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
82093.000J8\2-t5568.J0.2
Arreola-Fernandez, Reisin, Pacheco, Garcia, Hodge
None
None
None
~ -~#bt/T]d:ZRosie Arreola-Fernandez, Mayor
Resolution No. 2020-45
Page4
ATTEST:
L.LaJ
ity Clerk
APPROVED AS TO FORM:
Carlos Campos. City Attorney
State of California )
County of Imperial ) ss.
City of Calexico )
l, Gabriela T. Garcia, City Clerk of the City of Calexico do hereby certify that the foregoing Resolution No. 2020-45 was adopted at a special meeting of the City Council of the City of Calexico held on the 27th day of July. 2020 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Arreola-Fernandez, Reisin, Pacheco, Garcia, Hodge
None
None
None
IN WITNESS WHEREOF. I have hereunto set my hand and affixed the official seal of the City of Calexico, California this 27th day of July. 2020.
82093.000381.245568-l0.2
Resolution No. 2020-45
CONDITIONS OF APPROVAL
DEVELOPMENT SERVICES DEPARTMENT
Planning Division
1. The Project shall include the development of a conversion of 43 hotel rooms at the llollies Ilotel located at 80 I Imperial A venue (APN: 058- 346-001) and the existing 16 unit-apanment complex at 18 Lincoln Street (APN: 058-346-007) into a 59-unit. professionally managed, deed restricted affordable senior living facility, including the retention of existing commercial space.
a. Affordable Housing Deed Restriction shall be in compliance with rules set forth by the California Tax Allocation Committee for a period of time determined by said rules.
2. The Project" s development shall conform substantially with exhibits on file with the City's Development Services Depa11ment. as modified by the conditions, below.
3. Site Plan must conform to the 2019 California Green Building Standards, Chapter 5:
Non-Residential Mandatory Measures Division 5.1 - Planning and Design (land is designated Commercial in the General Plan)
4. The properties 801 Imperial Avenue and 18 Lincoln Street shall be 100% deed restricted as a ffordable housing pursuant to rules set forth by the California Tax Allocation Committee.
Building Division
5. The Proj ect shall comply with the latest adopted edition of the following codes:
a. 2019 California Building Code and its appendices and standards. b. 2019 California Plumbing Code and its appendices and standards. c. 2019 California Mechanical Code and its appendices and standards. d. 20 19 California Electrical Code.
e . 2019 California Energy Code.
f. 20 19 California Green Building Standards Code.
g. 2019 California Administrati ve Code.
h. 2019 California Fire Code and its appendices and standards.
6. All site improvements approved with this request shall be constructed as indicated on the approved site plan. Revisions to approved site plans shall be subject to the review of the Development Services Department. All plans submitted for Building Division Plan Check shall <.:onform to the submitted plans as modified by Conditions of Approval, or the Planning Commission through subsequent action.
7. Applicant shall comply with the requirements of the lmperial Irrigation District c--IID'") for any work proposed within the IID" s jurisdiction. Proof of compliance shall be submitted to the Development Services Department prior to issuance of building permits and final approval.
82093.00038\24556840.2
Resolution No. 2020-45
Engineering Division
General
8. Utilities shall be provided in accordance with the City·s Master Water/Sev,'er Plan.
Street lmprovements and Traffic Circulation
9. The Applicant shall be repave the alley directly west of 80 I Imperial Avenue pursuant to the standards set fo11h by the Design Procedures and Improvement Standards adopted by the City of Calexico.
FIRE DEPARTMENT
10. Vehicle access for firefighting shall be provided to all constructi.on 01, demolition sites.
Vehicle access shall be provided by either temporary or permanent roads. capable of supporting vehicle loading under all weather conditions. Vehicle access shall be maintained until permanent fire apparatus access roads are available.
Structures under construction, alteration or demolition shall be provided with not less than one approved portable fire extinguisher in accordance with section 906 of the California Fire Code and sized for not less than ordinary hazard as follov,,,s:
a. At each stairway on all floor levels where combustible materials have accumulated.
b. In every storage and construction shed.
c. Additional portable fire extinguishers shall be provided where special hazards exits including, but not limited to. the storage and use of flammable and combustible liquids
11. Completion before occupancy. In buildings where an automatic sprinkler system i<S required by thi;: Californfa Fire Code or the California Buihding Code, it shall. be unlawful to occupy any portion of a building or structure until the automatic sprinkler system installation has been tested and approved.
PUBLIC WORKS DEPA RTMENT
12. Replaced existing 4" 50 years old cast iron water main v.,ith 8"' C900 water mam underneath the alley directly to the west of 80 I Imperial A venue
13. Install USC approved Lead-Free Backflow precentor at every water service connection. ( domestic. irrigation and fire)
POLICE DEPART ME NT
14. Placement of security arms on the northern and southern entrances of the parking lot adjacent to Imperial A venue with a coded entry system.
15. Placement of security arms on the eastern and western entrances of the parking lot adjacent to Lincoln with a coded entry system
82093.00038\2-1 556840.2
Resolution No. 2020-45
PASSED, APPROVED, and ADOPTED by the City Council of the City of Calexico at a special meeting on the 27th day of July, 2020. by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
82093.00038\24556840 2
A1Tcola-Fernandez, Reisin, Pacheco, Garcia, Hodge
None
None
None
~tll,~~~z_ Rosie Arreola-Fernandez, Mayor
ATTACHMENT NO. 4
RESOLUTION NO. 2020-57
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CALEXICO, CALIFORNIA, (I) AUTHORIZING APPLICATION
TO THE HOMEKEY PROGRAM, RETROACTIVE TO AUGUST
11, 2020; AND (II) FINDING SUCH ACTIONS TO BE EXEMPT
FROM REVIEW UNDER THE CALIFORNIA El'NIRONMENTAL
QUALITY ACT
WHEREAS, the City of Calexico, California ("City") is a municipal corporation, duly organized under the California Constitution and laws of the State of California; and WHEREAS, the California Department of Housing and Community Development ("HCD" or "Department") has issued a Notice of Funding Availability ("NOFA"), dated July 16, 2020, for the Homekey Program ("Homekey" or "Homekey Program"). The Department has issued the NOFA for Homekey grant funds pursuant to Health and Safety Code section 50675.l.l (Assem. Bill No. 83 (2019-2020 Reg. Sess.), § 21.) WHEREAS, HCD is authorized to administer Homekey pursuant to the Multifamily Housing Program (Chapter 6. 7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Homekey funding allocations are subject to the terms and conditions of the NOF A, the application for Homekey grant funds, the Department-approved STD 213, Standard Agreement ("Standard Agreement"), and all other legal requirements of the Homekey Program; and
WHEREAS, on July 27, 2020, the City Council issued Resolution No. 2020-45, unanimously approving the conditional use permit application ofMirka Investments, LLC, a California limited liability company ("MirKa"), to develop a project consisting of (i) conversion of forty-three (43) hotel rooms at the Hollies Hotel, located at 801 South Imperial Avenue, Calexico, CA 9223 l (APN: 058-356-001) (the "Hotel") and (ii) rehabilitation of the adjacent existing sixteen (16)-unit apartment complex, located at 18 Lincoln Street, Calexico, CA 92231 (APN: 058-356-007), into a 59-unit, professionally managed, deed-restricted affordable senior living facility (the "Project"); and WHEREAS, on August 11, 2020, the City and MirKa applied, as co-applicants, to HCD for Homekey grant funds to fund the Project, which is titled "Hollie's Affordable Housing" (the "Application Date" and the application, the "Application"); and WHEREAS, on October 8, 2020, HCD approved the Application; and WHEREAS, since approval of the Application, MirKa engaged Rohen LLC, a California limited liability company ("Rohen"), to be the lead developer, Project financier and guarantor, application consultant for phase l of the Project, which includes initial rehabilitation and capitalization with Homekey funds, and ultimate operator of the Project; and
8121 l.00111\33526592.2
Resolution No. 2020-57
Page2
WHEREAS, on or about December 4, 2020, HCD provided a draft Standard Agreement, to which HCD, the City, MirKa, and Rohen are all parties, which provides for grant funding in a total amount not to exceed $6,657,266 to be used for capital expenses, including but not limited to acquisition and conversion of the Hotel to affordable housing, and operating subsidy; and
WHEREAS, participation in the Homekey Program requires no matching funds or will otherw1se have any negative fiscal impact on the City; WHEREAS, the Standard Agreement, in accord with the Homekey Program, requires the Project to be utilized as permanent affordable housing for households that are experiencing homelessness or that are at risk for homelessness, and, because of that and for other reasons, are or have been impacted by the COVID-19 pandemic; and WHEREAS, a condition of HCD's disbursement of grant funds is the submission of an authorizing resolution from the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
CALEXICO, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. Findings. The City Council finds that all of the preceding background facts are true and correct and are hereby incorporated and adopted as fmdings and determinations by the City Council as if fully set forth herein.
SECTION 2. Authorization to Submit Application. The City is hereby authorized, retroactive to the Application Date, to submit an Application to HCD in response to the NOFA, dated July 16, 2020, and to apply for Homekey grant funds in a total amount not to exceed $6,657,266. That amount includes $5,300,000 for capital expenditures (as allowed under Health & Saf. Code§ 50675.1.l(a)(l)-(6)), and $1,357,266 for a capitalized operating subsidy (as allowed under Health & Saf. Code § 50675.1. l(a)(7)).
SECTION 3. Authorization and Direction to Spend Grant Funds. The City is hereby authorized and directed to ensure that any Homekey grant funds awarded by HCD for capital expenditures are spent by December 30, 2020, and that any Homekey grant funds awarded by HCD for a capitalized operating subsidy are spent by June 30, 2022.
SECTION 4. Authorization to Enter into, Execute, and Deliver Homekey Documents. The City Manager, Miguel Figueroa, is hereby authorized and directed to enter into, execute, and deliver a Standard Agreement, subject to the approval of the City Attorney, in a total amount not to exceed $6,657,266, and do any other act, including but not limited to entering into, executing, and delivering any and all other documents (subject to the approval of the City Attorney), required or deemed nece~sary or appropriate to secure the Homekey funds from HCD and to participate in the Homekey Program, and all amendments thereto ( collectively, the "Homekey Documents"). 81211.0011 l\33526592.2 2
Resolution No. 2020-57
Page3
SECTION 5. Acknowledgements. The City acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOF A and Application will be incorporated in the Standard Agreement by reference and made a part thereof. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.
SECTION 6. CEOA. The City Council finds that this Resolution and actions approved herein are not subject to the California Environmental Quality Act ("CEQA"), because the above-described authorizations are not "projects" as defined in State CEQA Guidelines Section 15378, and even if the actions described herein were projects, they would be categorically exempt from CEQA review pursuant to State CEQA Guidelines Section 15301, which excludes the repair, maintenance, or minor alteration of existing facilities, including interior or exterior alterations involving such things as interior partitions, rlumbing, and electrical conveyances that involve negligible or.no expansion of use.
SECTION 5. Certification. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it shall become effective immediately upon its approval.
[ signatures on next page]
8121 l.00111\33526592.2 3
Resolution No. 2020-57
Page4
PASSED, APPROVED and ADOPTED this 10th day of December, 2020 'lu;,/M,,,~4cth-- osie Arreola-Fen!dez,Mayor
ATTEST:
APPROVED AS TO FORM:
C(Q Carlos Campos,Citi,< rney
Best Best & Krieger LLP
STATE OF CALIFORNIA )
COUNTY OF IMPERIAL ) ss.
CITY OF CALEXICO )
I HEREBY CERTIFY that the foregoing Resolution No. 2020-57 was duly adopted by the City Council of the City of Calexico at a special meeting thereof, held on the 10th day of December, 2020, by the following vote of Council:
AYES:
NOES:
ABSENT:
Arreola-Fernandez, Pacheco, Garcia, Hodge
None
None
Gabriel
8121 l.0Ol ll\33526592.2 4
\
ATTACHMENT NO. 5
'
From:
To:
Cc:
Subject:
Date:
•
noreolv@farodo11d-com
Miquel Elmiema
flminln9
New Update NOFA Homekey Appllcatlon Submitted
Thursday, October 15, 2020 12:42:56 PM
Confirmation
•
Your documentation for the Homekey Application has been submitted.
Applicant/Organization Name: Calexico
Original Submission ID : NOFA-Homekey00I 13
Update Submission ID: NOFA-Homekey-UPD-00588
The Submission Date I Time of record is: 10/15/2020 12:34 PM Please keep this number in the event that you would like a status on your submittal after the application submission period closes.
If you have any questions, please submit them via email to: [email protected] DocuSign Envelope ID: 206815BA-9877-47DE •• 77BACEC0D5C6 D:
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES ~------------------------- •
STANDARD AGREEMENT
SID 213 (Rev. 04/2020)
AGREEMENT NUMBER
20-HK-00113
PURCHASING AtJ11iORITY NUMBER (If Applicable)
2240
1. This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
Department of Housing and Community Development
CONTRACTOR NAME
City of Calexico; Mirka Investments, LLC; and Roben LLC 2, The tenn of this Agreement is:
START DATE
Upon approval by HCD
THROUGH END DATE
5 years from·the effective date
3. The maximum amount of this Agreement is:
$6,657,266.00
4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement., Exhibits Title
Exhibit A Authority, Purpose and Scope of Work
Exhibit B Budget Detail and Payment Provisions
Exhibit c· State of California General Terms and Conditions +
- Exhibit D Homekey General Terms and Conditions
-
+
- Exhibit E Project-Specific Provisions and Special Terms and Conditions -
tems snown with an asterisK t•J, are hereby mcorporateo oy reterent:e and made part ot rn,s agreement as it attacnea nereto.
These documents can be viewed at http5:(/www.dqs.ca.gov/Ol5(Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME {if other than an Individual, state whether a corporation, partnership, etc.) See attached
CONTRACTOR BUSINESS ADDRESS
See attached
PRINTED NAME OF PERSON SIGNING
See attached
CONTRACTOR AUTHORIZED SIGNATURE
See attached
CITY
See attached
11TlE
See attached
DATE SIGNED
See attached
Pages
6 3
GTC04/2017
13 6
\STATE \ZIP
DocuSign Envelope ID: 2068158A-9877-47DE·•77BACECOD5C6 ID:
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES ,-------------,--------------~ • STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (If Applicable) STD 213 (Rev. 04/2020) 20-HK-00113 2240
CONTRACTING AGENCY NAME
Department of Housing and Community Development
CONTRACTING AGENCY ADDRESS
2020 W. El Camino Ave, Suite 130
PRINTED NAME OF PERSON SIGNING
Shaun Singh
CONTRACTING AGENCY AUTHORIZED SIGNATURE
o!? _ J2 • d - . CALIFORNIA DEPARTMENuOF GENERAL SERVICES APPROVAL
STATE OF CALIFORNIA
CITY
Sacramento
lTTlE
Contracts Manager
DATE SIGNED
12/11/2020
EXEMPTION (If Applicable)
I
STATE IZIP
CA 95833
Exempt per: SCM Vol. 1 4.04.A.3 (DGS memo dated
6/12/1981)
DocuSign Envelope ID: 2068158A-9877-47DE·•77BACECOD5C6
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD 213 (Rev. 04.2020)
CONTRACTOR
City of Calexico,
a California municipal corporation
By:
4:f/
Miguel Figueroa
City Manager
Address:
608 Heber Avenue
Calexico, CA 92231
Mirka Investments, LLC,
a California limited liability company
By: ---'l_!'....,.-.,_.,.........,,,,.....,..---- ~-
Kursat~i~irfroglu
Sole Member and Manager
Address:
600 B Street, Ste. 300
San Diego, CA 92101
Roben LLC,
a California limited liability company
lr.DOCUSlgned by:
By: ¼zi~~~n~~r.
Managing Member
Address:
341 West Crown Court
Imperial, CA 92251
Date: 12/11/2020
Date: 12;11;2020
Date: 12;11;2020
City of Calexico
Mirka Investments, LLC
Roben LLC
20-HK-00113
DocuSign Envelope ID: 2068158A-9B77-47DE·•77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC, and
Rohen LLC
20-HK-00113
EXHIBIT A
AUTHORITY, PURPOSE AND SCOPE OF WORK
1. Authority
Assembly Bill No. 83 (2019-2020 Reg. Sess.) added section 50675.1.1 and 50675.1.2 to the Multifamily Housing Program ("MHP") (Chapter 6. 7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Health and Safety Code section 50675.1.1 is the statutory basis for the Homekey Program ("Homekey" or "Program").
Health and Safety Code section 50675.1, subdivision (d) authorizes the Department of Housing and Community Development ("Department" or "HCD") to administer MHP.
The Department issued a Notice of Funding Availability ("NOFA") for the Homekey Program on July 16, 2020. The NOFA incorporates by reference the MHP, as well as the MHP Final Guidelines ("MHP Guidelines"), dated June 19, 2019, both as amended and in effect from time to time. In addition, the NOFA states that Homekey grant funds are derived primarily from Coronavirus Relief Fund ("CRF") money received from the U.S.
Department of the Treasury. The CRF was established by the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act (Public Law No. 116-136).
This STD 213, Standard Agreement (" Agreement") is entered under the authority and in furtherance of the Program. This Agreement is the result of an Application by the Sponsor, as defined below, for funding under the Program (the "Grant"). As such, this Agreement shall be executed by the Sponsor. Where the Sponsor comprises a Local Public Entity (as defined below) and a private entity, both entities shall execute the Standard Agreement.
This Agreement hereby incorporates by reference the Application in its entirety. This Agreement is governed by the following (collectively, the "Program Requirements") and each of the following is incorporated hereto as if set forth in full herein:
A. The above-referenced MHP statutory scheme;
B. The NOFA issued on July 16, 2020, and as may be subsequently amended; C. The MHP Guidelines;
D. The CARES Act and related federal guidance;
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47DE-•-nBACECOD5C6 • 2,
EXHIBIT A
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
Page2 of6
E. The award letter issued by the Department to the Sponsor; and F. Any and all other applicable law.
Purpose
The Homekey Program is intended to provide housing for individuals and families who are experiencing homelessness or who are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations, and who are impacted by the COVID-19 pandemic ("Target Population").
Sponsor applied to the Department for the Grant in order to conduct one or more of the activities outlined in Paragraph 4 below. By entering into this Agreement and thereby accepting the award of Program Grant funds, the Sponsor agrees to comply with the Program Requirements and the terms and conditions of this Agreement.
3. Definitions
Any capitalized terms that are not defined below shall have the definitions set forth in the NOFA, the MHP statutes, and the MHP Guidelines. In the event of any conflict, the definitions in this Agreement and the NOFA are controlling.
A. "Application" means the application for Grant funds that was submitted in response to the Department's Homekey Program 2020 Notice of Funding Availability, issued on July 16, 2020.
B. "CRF Covered Period" means the time period running from March 1, 2020 through December 30, 2020. All Grant expenses for CRF-funded Eligible Uses must be incurred during this time period, or they will not be reimbursed. CRF-funded Eligible Uses are those listed at Paragraph 4.A- F, below.
c. "CRF Expenditure Deadline" means December 30, 2020. All Grant expenses for CRF-funded Eligible Uses must be incurred on or before this date, or they will not be reimbursed. CRF-funded Eligible Uses are those listed at Paragraph 4.A- F, below. o. "Designated Payee" means the Co-Sponsor that will serve as the payee of the Program Grant funds. If applicable, the Designated Payee is identified at Exhibit E of this Agreement.
E. "Development Sponsor" has the same meaning as "Sponsor" below.
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47Dl,.-77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
Page3 of6
EXHIBIT A
F. "Eligible Uses" means the activities that may be funded by the Homekey Program Grant. Those activities are listed at Paragraph 4 of this Agreement, and at Health and Safety Code section 50675.1.1, subdivision {a).
G. "Interim Housing" means any facility that is primarily intended to provide temporary shelter or lodging for the Target Population, and which does not require occupants lo sign leases or occupancy agreements.
H. "Local Public Entity" is defined at Health and Safety Code section 50079, and means any county, city, city and county, the duly constituted governing body of an Indian reservation or rancheria, tribally designated housing entity as defined in Section 4103 of Title 25 of the United States Code and Section 50104.6.5, redevelopment agency organized pursuant to Part 1 (commencing with Section 33000) of Division 24, or housing authority organized pursuant to Part 2 {commencing with Section 34200) of Division 24, and also includes any stale agency, public district, or other political subdivision of the state, and any instrumentality thereof, that is authorized to engage in or assist in the development or operation of housing for persons and families of low or moderate income. In addition, and in accord with this Health and Safety Code definition, the term "Local Public Entity" also includes two or more local public entities acting jointly.
I. "Performance Milestones" means the indicators and metrics of progress and performance that are identified as such at Exhibit E of this Agreement. Sponsor's failure to satisfy any one of the Performance Milestones will constitute a breach of this Agreement and will entitle the Department to exercise any and all available remedies, including the recapture of disbursed Grant funds and the cancellation of this Agreement.
J. "Permanent Housing" means housing, dwellings, or other living accommodations where the landlord does not limit the tenant's length of stay or restrict the tenant's movements and where the tenant has a lease and is subject to the rights and responsibilities of tenancy.
K. "Program Requirements" means the legal authority and Program materials listed at Paragraph 1.A - F, above.
L. "Project" means a structure or set of structures with common financing, ownership, and management and which provides Permanent Housing or Interim Housing for the Target Population.
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
DocuSlgn Envelope ID: 206815BA-9B77-47DE·•77BACECOD5C6 •
4. City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
Page4 of 6
EXHIBIT A
M. "Scope of Work" or "Work" means the work to be performed by the Sponsor to accomplish the Program purpose.
N. "Sponsor'' is defined by MHP at Health and Safety Code section 50675.2, subdivision (g),. (See also Health and Safety Code, section 50669, subd. (c).) "Sponsor" refers, both individually and collectively, to the private entity and/or the Local Public Entity that received a Homekey Grant after submitting an Application or a joint Application to the Department. When the Sponsor comprises two entities, each entity may be referred to as a •co-Sponsor." On the STD 213 portion of this Agreement, the Sponsor is identified as the Contractor.
O. "State General Fund Expenditure Deadline" means June 30, 2022. Grant expenses for capitalized 24-month operating subsidies, which are funded by the .State General Fund, must be incurred on or before this date, or they will not be reimbursed.
P. "Target Population" means individuals and families who are experiencing homelessness or who are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations, and who are impacted by the COVID-19 pandemic.
Eligible Uses
Sponsor shall apply the Program Grant funds to one or more of the following uses.
Sponsor's use of the funds and scope of work ("Scope of Work" or "Work") are specified at Exhibit E of this Agreement.
A. Acquisition or rehabilitation of motels, hotels, or hostels.
B. Master leasing of properties.
C. Acquisition of other sites and assets, including purchase of apartments or homes, adult residential facilities, residential care facilities for the elderly, manufactured housing, and other buildings with existing residential uses that could be converted to permanent or interim housing.
D. Conversion of units from nonresidential to residential in a structure with a certificate of occupancy as a motel, hotel, or hostel.
E. The purchase of affordability covenants and restrictions for units.
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
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DocuSign Envelope ID: 2068158A-9877-47DE··•77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBIT A
F. Relocation costs for individuals who are being displaced as a result of rehabilitation of existing units.
G. Capitalized operating subsidies for units purchased, converted, or altered with funds provided under the Program.
5. Performance Milestones
6. Sponsor shall complete each of the Performance Milestones set forth at Exhibit E of this Agreement by the date designated for such completion therein (each a "Milestone Completion Date"). Sponsor may apply to the Department for an extension of any such Milestone Completion Date. Approval of any such extension request shall be in the Department's sole and absolute discretion. In no event will the Department approve an extension request in the absence of Sponsor's demonstration of good cause for said extension, along with Sponsor's reasonable assurances that the extension will not result in Sponsor's failure to meet other Performance Milestones or any Expenditure Deadline under this Agreement.
Reporting Requirements
Sponsor shall comply with all reporting requirements set forth at Section 402 of the NOFA or in this Agreement, all in accordance with, without limitation, the deadline(s) set forth under Performance Milestones at Exhibit E of this Agreement.
7. Department Contract Coordinator
The Department's Contract Coordinator for this Agreement is the Deputy Director of the Division of Financial Assistance, or the Deputy Director's designee. Unless otherwise informed, Sponsor shall mail any notice, report, or other communication required under this Agreement by First-Class Mail to the Department Contract Coordinator at the following address:
California Department of Housing and Community Development Attention: Homekey Program (Homekey)
Grant Management Section
2020 West El Camino Avenue, Suite 400, 95833
P. 0. Box 952050
Sacramento, CA 94252-2050
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/2712020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9877-47DE·•77BACECOD5C6
EXHIBIT A
8. Sponsor Contract Coordinator
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Mirka Investments, LLC, and
Roben LLC
20-HK-00113
The Sponsor Contract Coordinator for this Agreement may coordinate with the State Grant Management Section Manager for the Homekey Program. Unless otherwise informed, the Department shall mail any notice, report, or other communication required under this Agreement by First-Class Mail, or through a commercial courier, to the Sponsor Contract Coordinator at the address specified at Exhibit E of this Agreement.
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
DocuSlgn Envelope ID: 2068158A-9B77-47DE·•77BACECOD5C6 •
1. Budget Detail
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
Applicant has been awarded the Grant amount set forth in this Agreement.
2. Conditions of Disbursement
The Department will disburse the full amount of the Grant award to the Sponsor after this Agreement has been fully executed and after the Department receives the Sponsor's request for funds, with all required supporting documents appended thereto.
The Sponsor shall append the following supporting documents to the request for funds, all in fonn and substance acceptable to the Department:
A. Payee Data Record (STD 204) or Government Agency Taxpayer ID Fann, as applicable;
B. An authorizing resolution or set of authorizing resolutions that, in the Department's reasonable determination, materially comport with the Program's requirements (if the Sponsor has not already submitted same); C. Certification of compliance with California's prevailing wage law; D. Evidence of the insurance coverages required under the Program and/or a written acknowledgment of self-insured status;
E. Documentary evidence of capacity to provide operating funds for the Project for at least five (5) years;
F. A current title report (dated within 15 days of the request for funds); G. Any fonns, certifications, or documentation required pursuant to Paragraph EAdditional Conditions Precedent to Disbursement of Exhibit E of this Agreement; and
H. Any other fonns, certifications, or documentation deemed necessary by the Department prior to disbursement of Grant funds.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47DE•·•77BACECOD5C6 •
3. EXHIBITS
Performance
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
After disbursement of the funds, the Sponsor shall meet each Performance Milestone set forth at Exhibit E by the designated deadline. After satisfaction of each Performance Milestone, the Sponsor shall promptly report its progress, in writing, to the Department.
Sponsor may apply to the Department for an extension of the Performance Milestone deadlines based on good cause shown and best efforts and assurances from the Recipient for timely completion of the remaining Milestones.
FAILURE TO SATISFY ANY ONE OF THE PERFORMANCE MILESTONES WILL
CONSTITUTE A BREACH OF THIS AGREEMENT AND ENTITLES THE
DEPARTMENT TO MANDATE THE SPONSOR TO RETURN TO THE DEPARTMENT ANY FUNDS DISBURSED; IN ANY SUCH INSTANCE, THE DEPARMENT MAY ALSO
CANCEL THIS AGREEMENT WITHOUT OWING ANY DAMAGES OR OTHER PAYMENT TO SPONSOR.
4. Fiscal Administration
A. Sponsor shall either deposit the Grant funds with an escrow company licensed to do business in the State of California and in good standing, or deposit Grant funds in an interest-bearing checking or savings account insured by the federal or state government. All interest earned from the deposit of Grant funds shall be used for eligible Program activities.
B. Any CRF Grant funds that have not been expended by the CRF Expenditure Deadline must be returned lo the Department with accrued interest. Any State General Fund moneys that have not been expended by the State General Fund Expenditure Deadline must be returned to the Department with accrued interest.
Checks shall be made payable lo the Department of Housing and Community Development and shall be mailed to the Department at the address below, no later than thirty (30) calendar days after the applicable Expenditure Deadline.
Department of Housing and Community Development
Accounting Division, Suite 300
Homekey Program (Homekey)
NOFA Date: 07/16/2020
2020 W. El Camino-Avenue
Sacramento, California 95833
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47 E••77BACECOD5C6
5. Duplication of Benefit
•
EXHIBITS
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
Page3 of 3
Homekey funding is not required to be used as funding of last resort. However, Sponsor may not use Homekey funding to cover expenditures that have already been funded through other sources. Expenses that have been or will be reimbursed under any federal program are not eligible uses of Homekey funding.
Homekey Program (Homekey)
NOFA Date:-07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47DE·•77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
EXHIBITD
HOMEKEY GENERAL TERMS AND CONDITIONS
1. Effective Date, Term of Agreement, Timing, and Deadlines A. This Agreement is effective upon the date of the Department representative's signature on the STD 213, Standard Agreement (such date, the "Effective Date").
B. This Agreement shall terminate five (5) years after the Effective Date, as stated in Paragraph 2 of the STD 213, Standard Agreement (such date, the "Expiration Date").
c. Sponsor will receive the disbursement of Program funds after satisfying all conditions precedent to such disbursement, as set forth under Paragraph 2 of Exhibit B. All Program funds must be disbursed by December 30, 2020.
D. Grant expenses for CRF-funded Eligible Uses must be incurred from March 1, 2020 through December 30, 2020 (the "CRF Covered Period"). December 30, 2020 is the deadline for all such expenditures (the "CRF Expenditure Deadline" or "Expenditure Deadline"). CRF-funded Eligible Uses are those listed at Paragraph 4.A- F of Exhibit A.
E. Grant expenses for capitalized 24-month operating subsidies (which are funded by the State General Fund) must be incurred by June 30, 2022 (the "State General Fund Expenditure Deadline" or "Expenditure Deadline").
F. Any expenses incurred prior to the CRF Covered Period, after the CRF Expenditure Deadline, or after the State General Fund Expenditure Deadline, respectively and as applicable, are not eligible for payment under the Program.
Grant funds that have not been expended by the applicable Expenditure Deadlines shall revert to the Department.
2. Termination
The Department may terminate this Agreement for cause at any time by giving at least 14 days' advance written notice to the Sponsor. Upon such termination, Sponsor shall return any unexpended funds to the Department within thirty (30) Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 206815BA-9877-47 E••77BACECOD5C6
EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
calendar days of the date on the Department's written notice of termination, unless the Department has approved an alternate arrangement in advance and in writing, as provided below. Such termination will not limit any other remedies that may be available to the Department under this Agreement, at law, or in equity.
Cause shall consist of Sponsor's breach of, or failure to satisfy, any of the terms or conditions of this Agreement. Cause includes but is not limited to the following:
A. Sponsor's failure to satisfy the conditions precedent to disbursement or to expend Program Grant funds, as specified, by December 30, 2020.
B. Sponsor's failure to timely satisfy each or any of the conditions set forth in these Homekey General Terms and Conditions, the Special Conditions set forth at Exhibit E of this Agreement (including any one of the Performance Milestones), or the award letter.
C. Sponsor's violation of any of the Program Requirements.
D. The Department's determination of the following:
1) Any material fact or representation, made or furnished to the Department by the Sponsor in connection with the Application or the award letter, shall have been untrue or misleading at the time that such fact or representation was made known to the Department, or subsequently becomes untrue or misleading; or
2) Sponsor has concealed any material fact from the Department related to the Application or the Project.
E. The Department's determination that the objectives and requirements of the Homekey Program cannot be met in accordance with applicable timeframes, as memorialized by this Agreement.
Sponsor's failure to meet any applicable Expenditure Deadline shall result in the automatic termination of this Agreement, and Sponsor shall return all disbursed Grant funds to the Department within thirty (30) calendar days of the applicable Expenditure Deadline.
Homekey Program (Homekey)
NOFA Date: 07/1612020
Project Name: Hollie's Affordable Housing
Approved Date: 10/2012020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47DE.~77BACECOD5C6 •
3. EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
In the event of any other breach, violation, or default by the Sponsor, the Department may give written notice to the Sponsor to cure the breach, violation, or default. If the breach, violation, or default is not cured to the Department's satisfaction within a reasonable time, as determined by the Department at its sole and absolute discretion, then the Department may declare a default under this Agreement and seek any and all remedies that are available under this Agreement, at law, or in equity.
Eligible Activities
Grant funds awarded to the Sponsor shall be applied to the eligible uses set forth at Exhibit A and described in greater detail at Exhibit E. Payment for any cost which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the Department or its designee.
4. Performance Milestones
Sponsor shall timely satisfy and complete all Performance Milestones, as identified at Exhibit E of th is Agreement.
5. Article XXXIV
Article XXXIV, section 1 of the California Constitution ("Article XXXIV') is not applicable to development involving the acquisition, rehabilitation, reconstruction, alterations work, or any combination thereof, of lodging facilities or dwelling units using moneys received from the CRF established by the federal CARES Act (Public Law 116-136), pursuant to Health and Safety Code section 37001, subdivision (h).
6. Appraisals
Sponsor shall, at the request of the Department, provide an appraisal of any real property or any interest in real property that is acquired with the Grant funds. Any such appraisal shall be prepared in a form, and by a qualified appraiser, acceptable to the Department.
7. Compliance with California's Prevailing Wage Law
Sponsor's Project may be subject to California's prevailing wage law (Lab. Code, § 1720 et seq.). Sponsor is urged to seek professional legal advice about the law's Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Dale: 10/20/2020
Prep. Dale: 12/10/2020
DocuSlgn Envelope ID: 2068158A-9B77-47DE·•77BACECOD5C6
•-
8. 9.
EXHIBIT □
City of Calexico;
Mirka Investments, LLC; and
Rohen LLC
20-HK-00113
requirements. Prior to disbursing the Grant funds, the Department will require a certification of compliance with California's prevailing wage law. The certification must verify that prevailing wages have been or will be paid if such payment is required by law, and that labor records will be maintained and made available to any enforcement agency upon request. The certification must be signed by Sponsor and its general contractor.
Environmental Conditions
Sponsor shall provide a Phase I Environmental Site Assessment ("ESA") for the Project, in conformance with ASTM Standard Practice E 1527, evaluating whether the Project is affected by any recognized environmental conditions. If the Phase I ESA discloses evidence of recognized environmental conditions and Sponsor desires to proceed with the Project, the Sponsor shall provide the Department with a Phase II report and any additional reports as required by the Department and in a form acceptable to the Department. Any remediation work shall be subject to Department approval. Sponsor shall also provide an asbestos assessment and a lead-based paint report for the Department's approval if the Project involves rehabilitation or demolition of existing improvements.
Insurance
Sponsor shall obtain the insurance coverages identified at Article VI of the NOFA; Sponsor shall maintain such insurance coverages for either the term of this Agreement or the term of any required use restriction or affordability covenant, whichever applicable term is longer. Sponsor shall name the State of California and the Department, as well as their respective appointees, officers, agents, and employees, as additional insureds on all such policies. Such policies shall provide for notice to the Department in the event of any lapse of coverage or insurance claim thereunder. Prior to disbursement of any Grant funds, Sponsor shall provide evidence satisfactory to the Department of its compliance with these insurance requirements.
If Sponsor is a Local Public Entity and is self-insured, in whole or in part, as to any of the required types and levels of coverage, the Local Public Entity shall provide the Department with a written acknowledgment of its self-insured status prior to disbursement of any Grant funds. If the Local Public Entity abandons its self-insured status at any time after execution of this Agreement, the Local Public Entity shall Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
DocuSign Envelope ID: 2068158A-9877-47DE··•77BACECODSC6
EXHIBIT D
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Mirka Investments, LLC; and
Roben LLC
20-HK-00113
immediately notify the Department, and shall promptly comply with the insurance coverage requirements under the Program.
10. Operating Funds
Sponsor shall demonstrate its capacity to provide five (5) years of operating funds for the Project. As set forth at Exhibit B of this Agreement, Sponsor shall provide documentary evidence of such capacity prior to disbursement of any Grant funds.
11. Relocation
If there is or will be any residential or commercial displacement directly or indirectly caused by the Project, the Sponsor shall provide a relocation plan to the Department for review. The relocation plan must comply with the requirements of state law (Gov.
Code, § 7260 et seq.) and the regulations adopted by the Department (Cal. Code Regs., tit. 25, § 6000 et seq.). The Project budget shall include enough funds to pay all costs of relocation benefits and assistance, as identified in the relocation plan accepted by the Department. If the Project will not cause any displacement, the Sponsor must provide corroborating documentation to the Department for approval.
If there is separate federal funding of the Project, the Sponsor shall comply with federal Uniform Relocation Act requirements to the extent applicable.
12. Site Control
Unless and except as otherwise expressly approved in writing by the Department or provided at Exhibit E to this Agreement, the Sponsor shall at all times have control of the property and such control shall not be contingent on the approval of any other party. The status and nature of the Sponsor's title and interest in the property must be acceptable to the Department. Site control may be evidenced by one of the following:
A. Fee title.
B. A leasehold interest on the property with provisions that enable the lessee to make improvements on and encumber the property provided that the terms and conditions of any proposed lease shall permit compliance with, and satisfaction of, all program objectives and requirements, including, without limitation, those set forth in this Agreement. If the Sponsor's interest in the property is a leasehold, and the lessee and the lessor are affiliated or related parties, then the Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 206815BA-9B77-47DE·•77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
EXHIBITD
Department may require that both the lessee and the lessor must execute this Agreement.
• C. An executed disposition and development agreement, or irrevocable offer of dedication to a public agency.
D. A sales contract, or other enforceable agreement for the acquisition of the property. If this form of evidence was relied upon at the time of Application, the Department may impose additional Performance Milestones (e.g., presentation of additional or supplemental evidence of eventual site control closer to any projected close of escrow).
E. A letter of intent, executed by a sufficiently authorized signatory of the Sponsor, that expressly represents to the Department, without condition or reservation, that, upon successful application, the Sponsor shall purchase or otherwise acquire a sufficient legal interest in the property to accomplish the purpose of the award. The letter of intent must also be duly acknowledged by the party selling or otherwise conveying an interest in the subject property to the Sponsor. If this form of evidence was relied upon at the time of Application, the Department may impose additional Performance Milestones (e.g., presentation of additional or supplemental evidence of eventual site control closer to any projected close of escrow).
F. Other forms of site control that give the Department assurance (equivalent to A-E above) that the Sponsor will be able to complete the Project in a timely manner and in accordance with the Program's objectives and requirements, including, without limitation, those set forth or referenced in this Agreement.
13. Adaptability and Accessibility
The Project shall comply with all applicable federal, state and local laws regarding adaptability and accessibility in the design, construction and rehabilitation of residential projects for persons with disabilities.
14. Title Report
Sponsor shall provide a current title report for the real property on which the Project is located. If Sponsor's interest in the property is leasehold, then Sponsor shall provide a current title report for the leasehold interest and the fee interest.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9877-47DE•·•77BACECOD5C6
EXHIBITD
15. Title Insurance
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City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Sponsor shall provide evidence of title insurance and an AL TA As-Built Survey that are acceptable to the Department. The condition of title, the insurer, the liability amount, the form of policy, and the endorsements shall be subject to Department approval. The policy shall insure that Sponsor holds good and marketable title (fee simple or leasehold).
16. Supportive Services Plan
Where. a project features on-site supportive services, Sponsor shall submit a supportive services plan to the Department for its review and approval. Such plan shall meet the Program Requirements.
17. Non-Discrimination
During Sponsor's performance under this Agreement, Sponsor shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Sponsor shall ensure that the evaluation and treatment of employees and applicants for employment are free from such discrimination and harassment. Sponsor shall comply with California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code,§ 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5). Sponsor shall give written notice of its obligations under this provision to labor organizations with which it has a collective bargaining or other agreement.
18. Affirmative Fair Housing Marketing Plan and Fair Housing Compliance Sponsor shall develop and implement an affirmative fair housing marketing plan that is satisfactory to the Department. Appropriate aspects of the initial plan shall be Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
-------------------------~-------------- ----
DocuSlgn Envelope ID: 2068158A-9BTT-47 E••77BACECOD5C6 •
EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
incorporated into the ongoing management plan to ensure positive outreach and informational efforts to those who are least likely to know about and apply for Interim Housing or Permanent Housing. Sponsor is encouraged to refer to the guidelines- for Affirmative Fair Housing Marketing Plans issued by the U.S. Department of Housing and Urban Development ("HUD"). Sponsor shall comply with all state and federal fair housing laws.
19. Sponsor Acknowledgment of the Pet Friendly Housing Act of 2017 By executing this Agreement, Sponsor acknowledges that the Pet Friendly Housing Act of 2017 (Health & Saf. Code, § 50466) requires each housing development, if it is financed on or after January 1, 2018 pursuant to Division 31 of the Health and Safety Code, to authorize a resident of the housing development to own or otherwise maintain one or more common household pets within the resident's dwelling unit, subject to applicable state laws and local governmental ordinances related to public health, animal control, and animal anticruelty.
20. Final Certificate of Occupancy
Sponsor shall provide a final certificate of occupancy ( or an equivalent form of occupancy certification or approval) issued by the local agency having jurisdiction over such certificates.
21. Occupancy
22. The units shall be in decent, safe, and sanitary condition at the time of their occupancy. In addition, the Sponsor shall certify, upon occupancy, that it will employ the core components of Housing First (set forth at Welfare and Institutions Code section 8255) as part of its property management and tenant selection practices.
Reporting Requirements
Sponsor shall submit expenditure and program reporting to the Department by February 1, 2021. Such reporting shall include the data outlined at Section 402 of the NOFA.
If Sponsor has received State General Fund moneys to fund a 24-month operating subsidy, Sponsor shall submit relevant expenditure reporting to the Department on Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9877-47DE·•77BACEC0D5C6 •
EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
January 31, 2021; July 31, 2021; January 31, 2022; and July 31, 2022. Such reporting shall include the data set forth at Section 402.i. -vi. of the NOFA.
23. Use Restrictions and Affordability Covenants
24. . .
25. Either a use restriction or an affordability covenant. shall be recorded against the Project real property, depending on the Project type. For Interim Housing Projects that will not result in permanent housing, the Department shall cause a 10-year use restriction to be recorded against the Project real property. For Interim Housing Projects that will ultimately result in permanent housing, the Local Public Entity shall cause a 10-year use restriction to be recorded against the Project real property. For Permanent Housing Projects, the Local Public Entity shall cause a 55-year affordability covenant to be recorded against the Project real property.
All use restrictions and affordability covenants shall require integration of the Target Population within all entrances, common areas, and buildings that comprise the Project.
All use restrictions and affordability covenants are subject to the advance written approval of the Department, and shall be acceptable to the Department in form, substance, and priority. Project-specific requirements and deadlines are set forth at Exhibit E of this Agreement.
Restrictions on Sales, Transfers, and Encumbrances
Sponsor shall not, for the duration of this Agreement, sell, assign, transfer, or convey the Project, or any interest therein or portion thereof, without the express prior . written approval of the Department.
Retention, Inspection, and Audit of Records
Sponsor is responsible for maintaining records which fully disclose the activities funded by the Grant. Sponsor shall retain all records for a period of five (5) years after the expiration of this Agreement, unless a longer retention period is stipulated.
If any litigation, claim, negotiation, audit, monitoring, inspection or other action commences during this required retention period, all records must be retained until a full and final resolution of the action.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9877--47DE-••77BACECOD5C6
EXHIBITD
•
City of Calexico;
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Roben LLC
20-HK-00113
The Department, as well as its appointees, employees, agents, and delegatees, shall have the right to review, obtain, and copy all records pertaining to performance under this Agreement. Sponsor shall provide any relevant information requested, and shall permit access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees and inspecting and copying books, records, accounts, and other relevant material.
At any time during the term of this Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the Project. At the Department's request, the Sponsor shall provide, at its own expense, a financial audit prepared by a certified public accountant. The audit shall be performed by a qualified state, local, independent, or Department auditor. Where an independent auditor is engaged, the audit services agreement shall include a clause which permits the Department to have access to the independent auditor's relevant papers, records, and work product.
If there are audit findings, the Sponsor shall submit a detailed response to the Department for each audit finding. The Department will review the response. If the Department determines, in its sole and absolute discretion, that the response is satisfactory, the Department will conclude the audit process and notify the Sponsor in writing. If the Department determines, in its sole and absolute discretion, that the response is not satisfactory, the Department will contact the Sponsor, in writing, and explain the action required to cure any audit deficiencies. Such action could include the repayment of ineligible costs or other remediation.
If so directed by the Department upon the termination or expiration of this Agreement, the Sponsor shall deliver all records, accounts, documentation, and other materials that are relevant to this Agreement to the Department as deposito.ry.
26. Site Inspection
The Department reserves the right, upon reasonable notice, to inspect the Project to determine whether it meets the Program Requirements. If the Department reasonably determines that the site is not acceptable for the Project in accordance with the Program Requirements, the Department reserves the right to rescind the award and the Grant. Nothing in this paragraph is intended to create or imply any obligation of the Department to inspect the Project.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
DocuSign Envelope JD: 206815BA-9877-47DE-••77BACECOD5C6 •
27. City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
EXHIBITD
Compliance with State and Federal Laws, Rules, Guidelines, and Regulations Sponsor agrees to comply with all state and federal laws, rules, guidelines, and regulations that are applicable to the Project, including those that pertain to construction, health and safety, labor, fair employment practices, and equal opportunity.
28. Updated Information
If there is any change in the information that has been provided to the Department, Sponsor shall promptly provide the Department with updated documentation (e.g., updated sources and uses). All changes shall be subject to Department approval.
29. Survival of Obligations
The obligations of the Sponsor, as set forth in this Agreement, shall survive the termination or expiration of this Agreement.
30. Litigation
Sponsor shall notify the Department immediately of any claim or action undertaken by or against it which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement, the Program Requirements, the interests of the Department, and the objectives of the Homekey Program.
31. Severabilitv
This Agreement constitutes the entire agreement between the Sponsor and the Department. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
OocuSign Envelope ID: 2068158A-9B77-47DE·•77BACEC005C6 •
EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
32. Waivers
33. No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The Department's failure, at any time, to enforce the provisions of this Agreement or to require the Sponsor's performance under this Agreement shall in no way be construed as a waiver of such provisions or performance, and it shall not affect the validity of this Agreement or the Department's right to enforce this Agreement.
Disputes
In the event of any conflict between this Agreement and any Sponsor documents or side agreements, this Agreement and the Program Requirements shall prevail, are applicable, and shall be enforceable by the Department even if the Department provided review or approval of such documents and side agreements.
34. Consent
The parties agree that wherever the consent or approval of the Department or Sponsor is required under this Agreement, such consent or approval shall not be unreasonably withheld, conditioned, or delayed, unless the same is specified as being in that party's sole and absolute discretion, or other words of similar import.
35. Sponsor Liability
Sponsor shall remain liable to the Department for performance under this Standard Agreement and compliance with all Program Requirements regardless of any Department-approved transfer or assignment of interest, or of any designation of a third party for the undertaking of all or any part of the Scope of Work. Likewise, each Co-Sponsor shall remain jointly and severally liable to the Department for performance under this Standard Agreement and compliance with all Program Requirements regardless of any Department-approved transfer or assignment of interest; any designation of a third party for the undertaking of all or any part of the Scope of Work; or the Co-Sponsors' identification of a Designated Payee.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
OocuSlgn Envelope ID: 2068158A-9B77-47DE•·•77BACECODSC6
EXHIBITD
36. Defense and Indemnification
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City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Sponsor agrees to defend, indemnify, and hold harmless the Department, and its appointees, agents, employees, and officers, from any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees), which may arise in connection with Sponsor's use of the Grant funds and performance under this Agreement. If any attorney, including the California Attorney General, is engaged by the Department to enforce, construe, or defend any provision of this paragraph, with or without the filing of any legal action or proceeding, Sponsor shall, individually or jointly, pay to the Department, immediately upon demand, the amount of all attorneys' fees and costs incurred by the Department in connection therewith.
37. Time Is of the Essence
Time is of the essence under this Agreement, and in the performance of every term, covenant, and obligation contained herein.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
OocuSign Envelope ID: 2068158A-9B77--170E-•-77BACEC005C6 •
EXHIBIT E
City of Calexico;
Mirka Investments, lLC; and
Rohen LLC
20-HK-00113
PROJECT -SPECIFIC PROVISIONS AND SPECIAL TERMS AND CONDITIONS #of
Bedrooms
0 (Studio)
O (Studio)
Total
A.
#of Doors HK Restricted
58 58
1 0
59 58
Project Description
1. Grant Amount: $6,657,266.00
Income Limit
(% of AMI)
30%AMI
Manager
2. Designated Payee: City of Calexico, a municipal corporation ("City")
3. Eligible Use: Acquisition of a hotel and other assets for conversion to Permanent Housing.
4. Project Narrative: The Homekey Program Grant will support the acquisition of a 59-unit property, which will be used to provide Permanent Housing for the Target Population. The City will coordinate with Riverwalk Imperial, LP, a California limited partnership ("LP"), to ensure the direct application of the Grant funds towards the LP's purchase of the Project site. The City's CoHomekey Program {Homekey) NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 206815BA-9Bn-47DE-•-nBACECOD5C6 • City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Page2 of6
Sponsor- Roben LLC, a California limited liability company ("Roben") - is or will be one of the LP's general partners. The City's other Co-Sponsor - Mirka Investments, LLC, a California limited liability company ("Mirka") - will support the Project with its considerable experience in affordable housing finance, development, and asset management.
At close of escrow, the City will cause the recordation of a 55-year regulatory agreement to ensure the site's long-term use and occupancy as Permanent Housing for the Target Population.
The Project will be fully occupied within 90 days of acquisition. Residents will be referred to the Project through the Coordinated Entry System (CES).
Residents will have access to supportive services (e.g., initial assessments, case management, individualized housing stability plans), and all programs will follow a low-barrier, Housing First philosophy. In addition, the Project service provider(s) will coordinate with the County of Imperial to connect the residents to health services and other resources. Within two years, the Sponsor will undertake a major rehabilitation of the facility. s. Strategies to Promote Racial Equity and Accessibility:
a. The Sponsor shall, at the request of the Department, report back on any racial equity strategies described in the Homekey Application. b. The Sponsor shall ensure that the Project includes sensory accessible units and mobility accessible units in accordance with all relevant representations and descriptions in the Sponsor's Homekey Application (e.g., number of units, accessibility elements) and/or meets the minimum required accessible units as listed in the Homekey NOFA, to meet or exceed the greater of the two requirements.
e_ Scope of Work
The Sponsor shall acquire a 59-unit property to provide Permanent Housing for households that are experiencing homeless or that are at risk of homelessness, and, because of that and for other reasons, are or have been impacted by the COVID-19 pandemic.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 206815BA-9B77-47Dl:·•77BACECODSC6 C.
City of Calexico;
Mirka Investments, LLC; and
Rohen LLC
20-HK-00113
Upon acquisition of the property, the Sponsor shall undertake all necessary rehabilitation and repairs in order to make the facility safe and suitable as a Permanent Housing site under the Program. The Sponsor shall coordinate the move-in of the Target Population so that the Project is fully occupied within 90 days of acquisition. The Sponsor shall ensure that the residents have free access to the supportive services that are represented and described in the Application.
The Sponsor shall submit documentation of its compliance with California's relocation assistance law, in form and substance satisfactory to the Department, as required by Exhibit D of this Agreement.
The City shall ensure that a 55-year regulatory agreement is recorded against the real property of the Project site in accordance with and as more fully specified and set forth in the Special Conditions below.
Sponsor Contract Coordinator
Authorized Representative
Name:
Authorized Representative
Title:
Entity Name:
Address:
Phone No.:
E-Mail Address:
Authorized Representative
Name:
Miguel Figueroa
City Manager
City of Calexico
608 Heber Avenue
Calexico, CA 92231
(760) 768-2177
[email protected]
Kursat Misirlioglu
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's·Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSlgn Envelope ID: 206815BA-9B77-47DE·•77BACECOD5C6
D.
Authorized Representative
Title:
Entity Name:
Address:
Phone No.:
E-Mail Address:
Authorized Representative
Name:
Authorized Representative
Title:
Entity Name:
Address:
Phone No.:
E-Mail Address:
Budget Detail
Intentionally omitted.
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Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Page4 of 6
Sole Member and Manager
Mirka Investments, LLC
600 8 Street, Ste. 300
San Dieao, CA 92101
(619) 599-3852
[email protected]
Ray D. Roben, Sr.
Managing Member
Roben LLC
341 West Crown Court
lmcerial, CA 92251
(760) 996-3469
[email protected]
E. Additional Conditions Precedent to Disbursement
The Sponsor shall confirm Roben's role in, and personal liability for, the LP purchaser of the property by providing the following documents to the Department for review: (i) a conformed copy of the LP's Amendment to Certificate of Limited Partnership (Form LP-2), or verifiable documentary evidence that such LP-2 is Homekey Program (Hamekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope JD: 2068158A-9B77-47DE·•77BACECODSC6 • City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
pending review by the California Secretary of State; and (ii} a finalized and fully executed copy of the LP's limited partnership agreement.
F. Performance Milestones
Performance Milestones Date
Satisfaction of all conditions of disbursement set forth at 12/14/2020 Exhibit B.
Site control of Project site. 12/14/2020
Recordation of a 55-year regulatory agreement as more fully 12/14/2020 specified and set forth in the SPecial Conditions below.
Submit certification that the Sponsor will employ the core 12/14/2020 components of Housing First (set forth at Welfare and
Institutions Code sectio11 8255) as part of its property manaaement and tenant selection Practices.
Submit documentation of compliance with California's 12/30/2020 relocation assistance law in accordance with and as more fullv soecified and set forth in the SPecial Conditions below.
Submission of expenditure and program reporting. Feb.1,2021 Submission of expenditure reporting in connection with 24- Jan.31,2021 month operating subsidy. July 31, 2021
Jan.31,2022
Julv 31. 2022
Satisfaction of occupancy timeline. 3/13/2021
2. SPECIAL TERMS AND CONDITIONS
The following Special Terms and Conditions are applicable to this Project and shall control notwithstanding anything to the contrary herein:
A. The City, Roben, and Mirka, as the Co-Sponsors of this Project, have identified the City as the Designated Payee of the Grant funds.
8. By executing this Agreement, the Co-Sponsors commit to applying all Grant funds solely towards the Homekey Program's Eligible Uses, which are defined herein and at Health and Safety Code section 50675.1.1, subdivision (a).
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
DocuSign Envelope ID: 2068158A-9B77-47 E•-77BACECOD5C6 • City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Page6 of6
C. The Sponsor shall submit documentation of its compliance with California's relocation assistance law, in form and substance satisfactory to the Department, as required by Exhibit D of this Agreement. Such documentation shall be in finalized form and expressly approved by the Department in writing by the Performance Milestone date set forth herein.
D. The City shall cause a regulatory agreement in accordance with the NOFA and Program Requirements ("Regulatory Agreement") to be recorded against the real property of the Project site by the Performance Milestone date set forth herein. The City shall obtain the Department's express written approval of the Regulatory Agreement prior to .its recordation. Unless otherwise authorized by the prior and express written approval of the Department, the Regulatory Agreement shall be recorded as a lien against the Project in first position, and shall remain in first position over all other Project agreements, covenants or other matters of record on the real property for the period of affordability required by the Program. The Department reserves the right to require the amendment of the Regulatory Agreement to ensure that it comports with the requirements and legislative intent of the Homekey Program, and that it secures the Project site's long-term use and occupancy as Permanent Housing for the Target Population.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBIT A
AUTHORITY. PURPOSE AND SCOPE OF WORK
1. Authority
Assembly Bill No. 83 (2019-2020 Reg. Sess.) added section 50675.1.1 and 50675.1.2 to the Multifamily Housing Program ("MHP") (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Health and Safety Code section 50675.1.1 is the statutory basis for the Homekey Program ("Homekey" or "Program").
Health and Safety Code section 50675.1, subdivision (d) authorizes the Department of Housing and Community Development ("Department" or "HCD") to administer MHP.
The Department issued a Notice of Funding Availability ("NOFA") for the Homekey Program on July 16, 2020. The NOFA incorporates by reference the MHP, as well as the MHP Final Guidelines ("MHP Guidelines"), dated June 19, 2019, both as amended and in effect from time to time. In addition, the NOFA states that Homekey grant funds are derived primarily from Coronavirus Relief Fund ("CRF") money received from the U.S.
Department of the Treasury. The CRF was established by the federal Coronavirus Aid, Relief, and ,Economic Security (CARES) Act (Public Law No. 116-136).
This STD 213, Standard Agreement ("Agreement") is entered under the authority and in furtherance of the Program. This Agreement is the result of an Application by the Sponsor, as defined below, for funding under the Program (the "Grant''). As such, this Agreement shall be executed by the Sponsor. Where the Sponsor comprises a Local Public Entity (as defined below) and a private entity, both entities shall execute the Standard Agreement.
This Agreement hereby incorporates by reference the Application in its entirety. This Agreement is governed by the following (collectively, the "Program Requirements") and each of the following is incorporated hereto as if sei forth in full herein:
A. The above-referenced MHP statutory scheme;
B. The NOFA issued on July 16, 2020, and as may be subsequently amended; C. The MHP Guidelines;
D. The CARES Act and related federal guidance;
Homekey Program (Homekey)
NOFA Date: J0?/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
2. •
EXHIBIT A
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Mirka Investments, LLC, and
Roben LLC
20-HK-00113
E. The award letter issued by the Department to the Sponsor; and F. Any and all other applicable law.
Purpose
The Homekey Program is intended to provide housing for individuals and families who are experiencing homelessness or who are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations, and who are impacted by the COVID-19 pandemic ("Target Population").
Sponsor applied to the Department for the Grant in order to conduct one or more of the activities outlined in Paragraph 4 below. By entering into this Agreement and thereby accepting the award of Program Grant funds, the Sponsor agrees to comply with the Program Requirements and the terms and conditions of this Agreement.
3. Definitions
Any capitalized terms that are not defined below shall have the definitions set forth in the NOFA, the MHP statutes, and the MHP Guidelines. In the event of any conflict, the definitions in this Agreement and the NOFA are controlling.
A. "Application" means the application for Grant funds that was submitted in response to the Department's Homekey Program 2020 Notice of Funding Availability, issued on July 16, 2020.
B. "CRF Covered Period" means the lime period running from March 1, 2020 through December 30, 2020. All Grant expenses for CRF-funded Eligible Uses must be incurred during this time period, or they will not be reimbursed. CRF-funded Eligible Uses are those listed at Paragraph 4.A- F, below.
c. "CRF Expenditure Deadline" means December 30, 2020. All Grant expenses for CRF-funded Eligible Uses must be incurred on or before this date, or they will not be reimbursed. CRF-funded Eligible Uses are those listed at Paragraph 4.A;... F, below.
D. "Designated Payee" means the Co-Sponsor that will serve as the payee of the Program Grant funds. If applicable, the Designated Payee is identified at Exhibit E of this Agreement.
E. "Development Sponsor'' has the same meaning as "Sponsor" below.
Homekey Program (Homekey)
NOFA Date: J07/16/2020
. Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
• •
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBIT A
F. "Eligible Uses" means the activities that may be funded by the Homekey Program Grant. Those activities are listed at Paragraph 4 of this Agreement, and at Health and Safety Code section 50675.1.1, subdivision (a).
G. "Interim Housing" means any facility that is primarily intended to provide temporary shelter or lodging for the Target Population, and which does not require occupants to sign leases or occupancy agreements.
H. "Local Public Entity" is defined at Health and Safety Code section 50079, and means any county, city, city and county, the duly constituted governing body of an Indian reservation or rancheria, tribally designated housing entity as defined in Section 4103 of Title 25 of the United States Code and Section 50104.6.5, redevelopment agency organized pursuant to Part 1 tcommencing with Section 33000) of Division 24, or housing authority organized pursuant to Part 2 (commencing with Section 34200) of Division 24, and also includes any state agency, public district, or other political subdivision of the state, and any instrumentality thereof, that is authorized to engage in or assist in the development or operation of housing for persons and families of low or moderate income. In addition, and in accord with this Health and Safety Code definition, the term "Local Public Entity" also includes two or more local public entities acting jointly.
I. "Performance Milestones" means the indicators and metrics of progress and performance that are identified as such at Exhibit E of this Agreement. Sponsor's failure to satisfy any one of the Performance Milestones wili"constitute a breach of this Agreement and will entitle the Department to exercise any and all available remedies, including the recapture of disbursed Grant funds and the cancellation of this Agreement.
J. "Permanent Housing" means housing, dwellings, or other living accommodations where the landlord does not limit the tenant's length of stay or restrict the tenant's movements and where the tenant has a lease and is subject to the rights and responsibilities of tenancy.
K. "Program Requirements" means the legal authority and Program materials listed at Paragraph 1.A- F, above.
L. "Project" means a structure or set of structures with common financing,. ownership, and management and which provides Permanent Housing or Interim Housing for the Target Population.
Homekey Program (Homekey)
NOFA Date: J0?/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
•
•
EXHIBIT A
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Mirka Investments, LLC, and
Roben LLC
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M. "Scope of Work" or "Work" means the work to be performed by the Sponsor to accomplish the Program purpose.
N. "Sponsor" is defined by MHP at Health and Safety Code section 50675.2, subdivision (g). (See also Health and Safety Code, section 50669, subd. (c).) "Sponsor" refers, both individually and collectively, to the private entity and/or the Local Public Entity that received a Homekey Grant after submitting an Application or a joint Application to the Department. When the Sponsor comprises two entities, each entity may be referred to as a "Co-Sponsor." On the STD 213 portion of this Agreement, the Sponsor is identified as the Contractor.
o. "State General Fund Expenditure Deadline" means June 30, 2022. Grant expenses for capitalized 24-month operating subsidies, which are funded by the State General Fund, must be incurred on or before this date, or they will not be reimbursed.
P. "Target Population" means individuals and families who are experiencing homelessness or who are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations, and who are impacted by the COVID-19 pandemic.
4. Eligible Uses
Sponsor shall apply the Program Grant funds to one or more of the following uses.
Sponsor's use of the funds and scope of work ("Scope of Work" or "Work") are specified at Exhibit E of this Agreement.
A. Acquisition or rehabilitation of motels, hotels, or hostels.
B. Master leasing of properties.
C. Acquisition of other sites and assets, including purchase of apartments or homes, adult residential facilities, residential care facilities for the elderly, manufactured housing, and other buildings with existing residential uses that could be converted to permanent or interim housing.
D. Conversion of units from nonresidential to residential in a structure with a certificate of occupancy as a motel, hotel, or hostel.
E. The purchase of affordability covenants and restrictions for units.
Homekey Program (Homekey)
NOFA Date: J0?/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Dale: 12/10/2020
•
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Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBIT A
F. Relocation costs for individuals who are being displaced as a result of rehabilitation of existing units.
G. Capitalized operating subsidies for units purchased, converted, or altered with funds provided under the Program.
5. Performance Milestones
6. Sponsor shall complete each of the Performance Milestones set forth at Exhibit E of this Agreement by the date designated for such completion therein (each a "Milestone Completion Date"). Sponsor may apply to the Department for an extension of any such Milestone Completion Date. Approval of any such extension request shall be .in the Department's sole and absolute discretion. In no event will the Department approve an extension request in the absence of Sponsor's demonstration of good cause for said extension, along with Sponsor's reasonable assurances that the extension will not result in Sponsor's failure to meet other Performance Milestones or any Expenditure Deadline. under this Agreement.
Reporting Requirements
Sponsor shall comply with all reporting requirements set forth at Section 402 of the NOFA or in this Agreement, all in accordance with, without limitation, the deadline(s) set forth under Performance Milestones at Exhibit E of this Agreement.
7. Department Contract Coordinator
The Department's Contract Coordinator for this Agreement is the Deputy Director of the Division of Financial Assistance, or the Deputy Director's designee. Unless otherwise informed, Sponsor shall mail any notice, report, or other communication required under this Agreement by First-Class Mail to the Department Contract Coordinator at the following address:
California Department of Housing and Community Development Attention: Homekey Program (Homekey)
Grant Management Section
2020 West El Camino Avenue, Suite 400, 95833
P. 0. Box 952050
Sacramento, CA 94252-2050
Homekey Program (Homekey)
NOFA Date: J07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
•
8. Sponsor Contract Coordinator
•
EXHIBIT A
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
The Sponsor Contract Coordinator for this Agreement may coordinate with the State Grant Management Section Manager for the Homekey Program. Unless otherwise infonned, the Department shall mail any notice, report, or other communication required under this Agreement by First-Class Mail, or through a commercial courier, to the Sponsor Contract Coordinator at the address specified at Exhibit E of this Agreement.
Homekey Program (Homekey)
NOFA Dale: J0?/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/27/2020
Prep. Date: 12/10/2020
1. Budget Detail
• • City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
EXHIBITS
BUDGET DETAIL AND PAYMENT PROVISIONS
Applicant has been awarded the Grant amount set forth in this Agreement.
2. Conditions of Disbursement
The Department will disburse the full amount of the Grant award to the Sponsor after this Agreement has been fully executed and after the Department receives the Sponsor's request for funds, with all required supporting documents appended thereto.
The Sponsor shall append the following supporting documents to the request for funds, all in form and substance acceptable to the Department:
A. Payee Data Record (STD 204) or Government Agency Taxpayer ID Form, as applicable;
8. An authorizing resolution or set of authorizing resolutions that, in the Department's reasonable determination, materially comport with the Program's requirements (if the Sponsor has not already submitted same); C. Certification of compliance with California's prevailing wage law; D. Evidence of the insurance coverages required under the Program and/or a written acknowledgment of self-insured status;
E. Documentary evidence of capacity to provide operating funds for the Project for at least five (5) years;
F. A current title report (dated within 15 days of the request for funds); G. Any forms, certifications, or documentation required pursuant to Paragraph EAdditional Conditions Precedent to Disbursement of Exhibit E of this Agreement; and
H. Any other forms, certifications, or documentation deemed necessary by the Department prior to disbursement of Grant fu~ds.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
•
3. •
Performance
EXHIBITS
City of Calexico;
Mirka Investments, LLC, and
Rohen LLC
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After disbursement of the funds, the Sponsor shall meet each Performance Milestone set forth at Exhibit E by the designated deadline. After satisfaction of each Performance Milestone, the Sponsor shall promptly report its progress, in writing, to the Department.
Sponsor may apply to the Department for an extension of the Performance Milestone deadlines based on good cause shown and best efforts and assurances from the Recipient for timely completion of the remaining Milestones.
FAILURE TO SATISFY ANY ONE OF THE PERFORMANCE MILESTONES WILL
CONSTITUTE A BREACH OF THIS AGREEMENT AND ENTITLES THE
DEPARTMENT TO MANDATE THE SPONSOR TO RETURN TO THE DEPARTMENT ANY FUNDS DISBURSED; IN ANY SUCH INSTANCE, THE DEPARMENT MAY ALSO
CANCEL THIS AGREEMENT WITHOUT OWING ANY DAMAGES OR OTHER PAYMENT TO SPONSOR.
4. Fiscal Administration
A. Sponsor shall either deposit the Grant funds with an escrow company licensed to do business in the State of California and in good standing, or deposit Grant funds in an interest-bearing checking or savings account insured by the federal or state government. ·All interest earned from the deposit of Grant funds shall be used for eligible Program activities.
B. Any CRF Grant funds that have not been expended by the CRF Expenditure Deadline must be returned to the Department with accrued interest. Any State General Fund moneys that have not been expended by the State General Fund Expenditure Deadline must be returned to the Department with accrued interest.
Checks shall be made payable to the Department of Housing and Community Development and shall be mailed to the Department at the address below, no later than thirty (30) calendar days after the applicable Expenditure Deadline.
Department-of Housing and Community Development
Accounting Division, Suite 300
Homekey Program (Homekey)
NOFA Date: 07/16/2020
2020 W. El Camino Avenue
Sacramento, California 95833
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
•
5. Duplication of Benefit
•
EXHIBITS
City of Calexico;
Mirka Investments, LLC, and
Roben LLC
20-HK-00113
Homekey funding is not required to be used as funding of last resort. However, Sponsor may not use Homekey funding to cover expenditures that have already been funded through other sources. Expenses that have been or will be reimbursed under any federal program are not eligible uses of Homekey funding.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020 ,;-
Prep. Date: 12/10/2020 ·
• •
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
EXHIBITD
HOMEKEY GENERAL TERMS AND CONDITIONS
1. Effective Date, Term of Agreement, Timing, and Deadlines A. This Agreement is effective upon the date of the Department representative's signature on the STD 213, Standard Agreement (such date, the "Effective Date").
B. This Agreement shall terminate five (5) years after the Effective Date, as stated in Paragraph 2 of the STD 213, Standard Agreement (such date, the "Expiration Date").
C. Sponsor will receive the disbursement of Program funds after satisfying all conditions precedent to such disbursement, as set forth under Paragraph 2 of Exhibit B. All Program funds must be disbursed by December 30, 2020. · o. Grant expenses for CRF-funded Eligible Uses must be incurred from March 1, 2020 through December 30, 2020 (the "CRF Covered Period"). December 30, 2020 is the deadline for all such expenditures (the "CRF Expenditure Deadline" or "Expenditure Deadline"). CRF-funded Eligible Uses are those listed at Paragraph 4.A - F of Exhibit A.
E. Grant expenses for capitalized 24-month operating subsidies (which are funded by the State General Fund) must be incurred by June 30, 2022 (the "State General Fund Expenditure Deadline" or "Expenditure Deadline").
F. Any expenses incurred prior to the CRF Covered Period, after the CRF Expenditure Deadline, or after the State General Fund Expenditure Deadline, respectively and as applicable, are not eligible for payment under the Program.
Grant funds that have not been expended by the applicable Expenditure Deadlines shall revert to the Department.
2. Termination
The Department may terminate this Agreement for cause at any time by giving at least 14 days' advance written notice to the Sponsor. Upon such termination, Sponsor shall return any unexpended funds to the Department within thirty (30) Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBITD
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
calendar days of the date on the Department's written notice of termination, unless the Department has approved an alternate arrangement in advance and in writing, as provided below. Such termination will not limit any other remedies that may be available to the Department under this Agreement, at law, or in equity.
Cause shall consist of Sponsor's breach of, or failure to satisfy, any of the terms or conditions of this Agreement. Cause includes but is not limited to the following:
A. Sponsor's failure to satisfy the conditions precedent to disbursement or to expend Program Grant funds, as specified, by December 30, 2020.
B. Sponsor's failure to timely satisfy each or any of the conditions set forth in these Homekey General Terms and Conditions, the Special Conditions set forth at Exhibit E of this Agreement (including any one of the Performance Milestones), or the award letter.
C. Sponsor's violation of any of the Program Requirements.
D. The Department's determination of the following:
1) Any material fact or representation, made or furnished to the Department by the Sponsor in connection with the Application or the award letter, shall have been untrue or misleading at the lime that such fact or representation was made known to the Department, or subsequently becomes untrue or misleading; or
2) Sponsor has concealed any material fact from the Department related to the Application or the Project.
E. The. Department's determination that the objectives and requirements of the Homekey Program cannot be met in accordance with applicable timeframes, as memorialized by this Agreement.
Sponsor's failure to meet any applicable Expenditure Deadline shall result in the automatic termination of this Agreement, and Sponsor shall return all disbursed Grant funds to the Department within thirty (30) calendar days of the applicable Expenditure Deadline.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBITD
•
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
In the event of any other breach, violation, or default by the Sponsor, the Department may give written notice to the Sponsor to cure the breach, violation, or default. If the breach, violation, or default is not cured to the Department's satisfaction within a reasonable lime, as determined by the Department at its sole and absolute discretion, then the Department may declare a default under this Agreement and seek any and all remedies that are available under this Agreement, at law, or in equity.
3. Eligible Activities
Grant funds awarded to the Sponsor shall be applied to the eligible uses set forth at Exhibit A and described in greater detail at Exhibit E. Payment for any cost which is not authorized l:Jy this Agreement or which cannot bl;! adequately documented shall be disallowed and must be reimbursed to the Department or its designee.
4. Performance Milestones
Sponsor shall timely satisfy and complete all Performance Milestones, as identified at Exhibit E of this Agreement.
5. Article XXXIV
Article XXXIV, section 1 of the California Constitution ("Article XXXIV") is not applicable to development involving the acquisition, rehabilitation, reconstruction, alterations work, or any combination thereof, of lodging facilities or dwelling units using moneys received from the CRF established by the federal CARES Act (Public Law 116-136), pursuant to Health and Safety Code section 37001, subdivision (h).
6. Appraisals
7. Sponsor shall, at the request of the Department, provide an appraisal of any real property or any interest in real property that is acquired with the Grant funds. Any such appraisal shall be prepared in a form, and by a qualified appraiser, acceptable to the Department.
Compliance with California's Prevailing Wage Law
Sponsor's Project may be subject to California's prevailing wage law (Lab. Code, § 1720 et seq.). Sponsor is urged to seek professional legal advice about the law's Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie"s Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBIT D
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Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Page4 of 13
requirements. Prior to disbursing the Grant funds, the Department will require a certification of compliance with California's prevailing wage law. The certification must verify that prevailing wages have been or will be paid if such payment is required by law, and that labor records will be maintained and made available to any enforcement agency upon request. The certification must be signed by Sponsor and its general contractor.
8. Environmental Conditions
9. Sponsor shall provide a Phase I Environmental Site Assessment ("ESA") for the Project, in conformance with ASTM Standard Practice E 1527, evaluating whether the Project is affected by any recognized environmental conditions. If the Phase I ESA discloses evidence of recognized environmental conditions and Sponsor desires to proceed with the Project, the Sponsor shall provide the Department with a Phase II report and any additional reports as required by the Department and in a form acceptable to the Department. Any remediation work shall be subject to Department approval. Sponsor shall also provide an asbestos assessment and a lead-based paint report for the Department's approval if the Project involves rehabilitation or demolition of existing improvements.
Insurance
Sponsor shall obtain the insurance coverages identified at Article VI of the NOFA; Sponsor shall maintain such insurance coverages for either the term of this Agreement or the term of any required use restriction or affordability covenant, whichever applicable term is longer. Sponsor shall name the State of California and the Department, as well as their respective appointees, officers, agents, and employees, as additional insureds on all such policies. Such policies shall provide for notice to the Department in the event of any lapse of coverage or insurance claim thereunder. Prior to disbursement of any Grant funds, Sponsor shall provide evidence satisfactory to the Department of its compliance with these insurance requirements.
If Sponsor is a Local Public Entity and is self-insured, in whole or in part, as to any of the required types and levels of coverage, the Local Public Entity shall provide the Department with a written acknowledgment of its self-insured status prior lo disbursement of any Grant funds. If the Local Public Entity abandons its self-insured status at any lime after execution of this Agreement, the Local Public Entity shall Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
• •
City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
EXHIBITD
immediately notify the Department, and shall promptly comply with the insurance coverage requirements under the Program.
10. Operating Funds
Sponsor shall demonstrate its capacity to provide five (5) years of operating funds for the Project. As set forth at Exhibit B of this Agreement, Sponsor shall provide documentary evidence of such capacity prior to disbursement of any Grant funds.
11. Relocation
If there is or will be any residential or commercial displacement directly or indirectly caused by the Project, the Sponsor shall provide a relocation plan to the Department for review. The relocation plan must comply with the requirements of state law (Gov.
Code, § 7260 et seq.) and the regulations adopted by the Department (Cal. Code Regs., tit. 25, § 6000 et seq.). The Project budget shall include enough funds to pay all costs of relocation benefits and assistance, as identified in the relocation plan accepted by the Department. If the Project will not cause any displacement, the Sponsor must provide corroborating documentation to the Department for approval.
If there is separate federal funding of the Project, the Sponsor shall comply with federal Uniform Relocation Act requirements to the extent applicable.
12. Site Control
Unless and except as otherwise expressly approved in writing by the Department or provided at Exhibit E to this Agreement, the Sponsor shall at all times have control of the property and such control shall not be contingent on the approval of any other party. The status and nature of the Sponsor's title and interest in the property must be acceptable to the Department. Site control may be evidenced by one of the following:
A. Fee title.
B. A leasehold interest on the property with provisions that enable the lessee to make improvements on and encumber the property provided that the terms and conditions of any proposed lease shall permit compliance with, and satisfaction of, all program objectives and requirements, including, without limitation, those set forth in this Agreement. If the Sponsor's interest in the property is a leasehold, and the lessee and the lessor are affiliated or related parties, then the Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
•
EXHIBITD
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Mirka Investments, LLC; and
Roben LLC
20-HK-00113
Department may require that both the Jessee and the lessor must execute this Agreement.
c. An executed disposition and development agreement, or irrevocable offer of dedication to a public agency.
D. A sales contract, or other enforceable agreement for the acquisition of the property. If this form of evidence was relied upon at the time of Application, the Department may impose additional Performance Milestones (e.g., presentation of additional or supplemental evidence of eventual site control closer to any projected close of escrow).
E. A letter of intent, executed by a sufficiently authorized signatory of the Sponsor, that expressly represents to the Department, without condition or reservation, that, upon successful application, the Sponsor shall purchase or otherwise acquire a sufficient legal interest in the property to accomplish the purpose of the award. The letter of intent must also be duly acknowledged by the party selling or otherwise conveying an interest in the subject property to the Sponsor. If this . form of evidence was relied upon at the time of Application, the Department may impose additional Performance Milestones (e.g., presentation of additional or supplemental evidence of eventual site control closer to any projected close of escrow).
F. Other forms of site control that give the Department assurance (equivalent to A-E above) that the Sponsor will be able to complete the Project in a timely manner and in accordance with the Program's objectives and requirements, including, without limitation, those set forth or referenced in this Agreement.
13. Adaptability and Accessibility
The Project shall comply with all applicable federal, state and local laws regarding adaptability and accessibility in the design, construction and rehabilitation of residential projects for persons with disabilities.
14. Title Report
Sponsor shall provide a current title report for the real property on which the Project is located. If Sponsor's interest in the property is leasehold, then Sponsor shall provide a current title report for the leasehold interest and the fee interest.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's-Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBITD
15. Title Insurance
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Mirka Investments, LLC; and
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20-HK-00113
Sponsor shall provide evidence of title insurance and an ALTA As-Built Survey that are acceptable to the Department. The condition of title, the insurer, the liability amount, the form of policy, and the endorsements shall be subject to Department approval.-The policy shall insure that Sponsor holds good and marketable title (fee simple or leasehold).
16. Supportive Services Plan
Where a project features on-site supportive services, Sponsor shall submit a supportive services plan to the Department for its review and approval. Such plan shall meet the Program Requirements.
17. Non-Discrimination
During Sponsor's performance under this Agreement, Sponsor shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Sponsor shall ensure that the evaluation and treatment of employees and applicants for employment are free from such discrimination and harassment. Sponsor shall comply with California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code,§ 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5). Sponsor shall give written notice of its obligations under this provision to labor organizations with which ii has a collective bargaining or other agreement.
. 18. Affirmative Fair Housing Marketing Plan and Fair Housing Compliance Sponsor shall develop and implement an affirmative fair housing marketing plan that is satisfactory to the Department. Appropriate aspects of the initial plan shall be Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
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incorporated into the ongoing management plan to ensure positive outreach and informational efforts to those who are least likely to know about and apply for Interim Housing or Permanent Housing. Sponsqr is encouraged to refer to the guidelines for Affirmative Fair Housing Marketing Plans issued by the U.S. Department of Housing and Urban Development ("HUD"). Sponsor shall comply with all state and federal fair housing laws.
19. Sponsor Acknowledgment of the Pet Friendly Housing Act of 2017
20. By executing this Agreement, Sponsor acknowledges that the Pet Friendly Housing Act of 2017 (Health & Saf. Code, § 50466) requires each housing development, if it is financed on or after January 1, 2018 pursuant to Division 31 of the Health and Safety Code, to authorize a resident of the housing development to own or otherwise maintain one or more common household pets within the resident's dwelling unit, subject to applicable state laws and local governmental ordinances related to public health, animal control, and animal anticruelty.
Final Certificate of Occupancy
Sponsor shall provide a final certificate of occupancy ( or an equivalent form of occupancy certification or approval) issued by the local agency having jurisdiction over such certificates.
21. Occupancy
22. The units shall be in decent, safe, and sanitary condition at the time of their occupancy. In addition, the Sponsor shall certify, upon occupancy, that it will employ the core components of Housing First (set forth at Welfare and Institutions Code section 8255) as part of its property management and tenant selection practices.
Reporting Requirements
Sponsor shall submit expenditure and program reporting to the Department by February 1, 2021. Such reporting shall include the data outlined at Section 402 of the NOFA.
If Sponsor has received State General Fund moneys to fund a 24-month operating subsidy, Sponsor shall submit relevant expenditure reporting to the Department on Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
L
23. •
EXHIBITD
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Mirka Investments, LLC; and
Roben LLC
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January 31, 2021; July 31, 2021; January 31, 2022; and July 31, 2022. Such reporting shall include the data set forth at Section 402.i. - vi. of the NOFA.
Use Restrictions and Affordability Covenants
Either a use restriction or an affordability covenant shall be recorded against the Project real property, depending on the Project type. For Interim Housing Projects that will not result in permanent housing, the Department shall cause a 10-year use restriction to be recorded against the Project real property. For Interim Housing Projects that will ultimately result in permanent housing, the Local Public Entity shall cause a 10-year use restriction to be recorded against the Project real property. For Permanent Housing Projects, the Local Public Entity shall cause a 55-year affordability covenant to be recorded against the Project real property.
All use restrictions and affordability covenants shall require integration of the Target Population within all entrances, common areas, and buildings that comprise the Project.
All use restrictions and affordability covenants are subject to the advance written approval of the Department, and shall be acceptable to the Department in form, substance, and priority. Project-specific requirements and deadlines are set forth at Exhibit E of this Agreement.
24. Restrictions on Sales. Transfers. and Encumbrances
Sponsor shall not, for the duration of this Agreement, sell, assign, transfer, or convey the Project, or any interest therein or portion thereof, without the express prior written approval of the Department.
25. Retention. Inspection, and Audit of Records
Sponsor is responsible for maintaining records which fully disclose the activities funded by the Grant. Sponsor shall retain all records for a period of five (5) years after the expiration of this Agreement, unless a longer retention period is stipulated.
If any litigation, claim, negotiation, audit, monitoring, inspection or other action commences during this required retention period, all records must be retained until a full and final resolution of the action.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBIT D
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City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
The Department, as well as its appointees, employees, agents, and delegatees, shall have the right to review, obtain, and copy all records pertaining to performance under this Agreement. Sponsor shall provide any relevant information requested, and shall permit access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees and inspecting and copying books, records, accounts, and other relevant material.
At any time during the term of this Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the Project. At the Department's request, the Sponsor shall provide, al its own expense, a financial audit prepared by a certified public accountant. The audit shall be performed by a qualified state, local, independent, or Department auditor. Where an independent auditor is engaged, the audit services agreement shall include a clause which permits the Department to have access to the independent auditor's relevant papers, records, and work product.
If there are audit findings, the Sponsor shall submit a detailed response to the Department for each audit finding. The Department will review the response. If the Department determines, jn its sole and absolute discretion, that the response is satisfactory, the Department will conclude the audit process and notify the Sponsor in writing. If the Department determines, in its sole and absolute discretion, that the response is not satisfactory, the Department will contact the Sponsor, in writing, and explain the action required to cure any audit deficiencies. Such action could. include the repayment of ineligible costs or other remediation.
If so directed by the Department upon the termination or expiration of this Agreement, the Sponsor shall deliver all records, accounts, documentation, and other materials that are relevant to this Agreement to the Department as depository.
26. Site Inspection
The Department reserves the right, upon reasonable notice, lo inspect the Project to determine whether it meets the Program Requirements. If the Department reasonably determines that the site is not acceptable for the Project in accordance with the Program Requirements, the Department reserves the right to rescind the award and the Grant. Nothing in this paragraph is intended to create or imply any obligation of the Department to inspect the Project.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
•
EXHIBITD
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Mirka Investments, LLC; and
Roben LLC
20-HK-00113
27. Compliance with State and Federal Laws, Rules, Guidelines, and Regulations Sponsor agrees to comply with all state and federal laws, rules, guidelines, and regulations that are applicable to the Project, including those that pertain to construction, health and safety, labor, fair employment practices, and equal opportunity.
28. Updated Information
If there is any change in the information that has been provided lo the Department, Sponsor shall promptly provide the Department with updated documentation (e.g., updated sources and uses). All changes shall be subject to Department approval.
29. Survival of Obligations
30. The obligations of the Sponsor, as set forth in this Agreement, shall survive the termination or expiration of this Agreement.
Litigation
Sponsor shall notify the Department immediately of any claim or action undertaken by or against it which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement, the Program Requirements, the interests of the Department, and the objectives of the Homekey Program.
31. Severability
This Agreement constitutes the entire agreement between the Sponsor and the Department. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as lo which ii is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
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32. Waivers
33. No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The Department's failure, at any time, to enforce the provisions of this Agreement or to require the Sponsor's performance under this Agreement shall in no way be construed as a waiver of such provisions or performance, and it shall not affect the validity of this Agreement or the Department's right to enforce this Agreement.
Disputes
In the event of any conflict between this Agreement and any Sponsor documents or side agreements, this Agreement and the Program Requirements shall prevail, are applicable, and shall be enforceable by the Department even if the Department provided review or approval of such documents and side agreements.
34. Consent
The parties agree that wherever the consent or approval of the Department or Sponsor is required under this Agreement, such consent or approval shall not be unreasonably withheld, conditioned, or delayed, unless the same is specified a~ being in that party's sole and absolute discretion, or other words of similar import.
35. Sponsor Liability
Sponsor shall remain liable to the Department for performance under this Standard Agreement and compliance with all Program Requirements regardless of any Department-approved transfer or assignment of interest, or of any designation of a third party for the undertaking of all or any part of the Scope of Work. Likewise, each Co-Sponsor shall remain jointly and severally liable lo the Department for performance under this Standard Agreement and compliance with all Program Requirements regardless of any Department-approved transfer or assignment of interest; any designation of a third party for the undertaking of all or any part of the Scope of Work; or the Co-Sponsors' identification of a Designated Payee.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/20/2020
Prep. Date: 12/10/2020
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EXHIBITD
36. Defense and Indemnification
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20-HK-00113
Sponsor agrees to defend, indemnify, and hold harmless the Department, and its appointees, agents, employees, and officers, from any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees), which may arise in connection with Sponsor's use of the Grant funds and performance under this Agreement. If any attorney, including the California Attorney General, is engaged by the Department to enforce, construe, or defend any provision of this paragraph, with or without the filing of any legal action or proceeding, Sponsor shall, individually or jointly, pay to the Department, immediately upon demand, the amount of all attorneys' fees and costs incurred by the Department in connection therewith.
37. Time Is of the Essence
Time is· of the essence under this Agreement, and in the performance of every term, covenant, and obligation contained herein.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
.Approved Date: 10/20/2020
Prep. Date: 12/10/2020
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EXHIBITE
• City of Calexico;
Mirka Investments, LLC; and
Roben LLC
20-HK-00113
PROJECT -SPECIFIC PROVISIONS AND SPECIAL TERMS AND CONDITIONS #of
Bedrooms
0 (Studio)
O (Studio)
Total
A.
Income Limit
# of Doors HK Restricted (% of AMI)
58 58 30%AMI
1 0 Manager
59 58
Project Description
1. Grant Amount: $6,657,266.00
2. Designated Payee: City of Calexico, a municipal corporation ("City")
3. Eligible Use: Acquisition of a hotel and other assets for conversion to Permanent Housing.
4. Project Narrative: The Homekey Program Grant will support the acquisition of a 59-unit property, which will be used to provide Permanent Housing for the Target Population. The City will coordinate with Riverwalk Imperial, LP, a California limited partnership ("LP"), to ensure the direct application of the Grant funds towards the LP's purchase of the Project site. The City's CoHomekey Program (Homekey) NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
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Sponsor- Roben LLC, a California limited liability company ("Roben") - is or will be one of the LP's general partners. The City's other Co-Sponsor - Mirka Investments, LLC, a California limited liability company ("Mirka") - will support the Project with its considerable experience in affordable housing finance, development, and asset management.
At close of escrow, the City will cause the recordation of a 55-year regulatory agreement to ensure the site's long-term use and occupancy as Permanent Housing for the Target Population.
The Project will be fully occupied within 90 days of acquisition. Residents will be referred lo the Project through the Coordinated Entry System (CES).
Residents will have access to supportive services (e.g., initial assessments, case management, individualized housing stability plans), and all programs will follow a low-barrier, Housing First philosophy. In addition, the Project service provider(s) will coordinate with the County of Imperial to connect the residents to health services and other resources. Within two years, the Sponsor will undertake a major rehabilitation of the facility.
5. Strategies to Promote Racial Equity and Accessibility:
a. The Sponsor shall, al the request of the Department, report back on any racial equity strategies described in the Homekey Application. b. The Sponsor shall ensure that the Project includes sensory accessible units and mobility accessible units in accordance with all relevant representations and descriptions in the Sponsor's Homekey Application (e.g., number of units, accessibility elements) and/or meets the minimum required accessible units as listed in the Homekey NOFA, lo meet or exceed the greater of the two requirements.
B. Scope of Work
The Sponsor shall acquire a 59-unil property to provide Permanent Housing for households that are experiencing homeless or that are al risk of homelessness, and, because of that and for other reasons, are or have been. impacted by the COVID-19 pandemic.
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
C.
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Upon acquisition of the property, the Sponsor shall undertake all necessary rehabilitation and repairs in order to make the facility safe and suitable as a Permanent Housing site under the Program. The Sponsor shall coordinate the move-in of the Target Population so that the Project is fully occupied within 90 days of acquisition. The Sponsor shall ensure that the residents have free access to the supportive services that are represented and described in the Application.
The Sponsor shall submit documentation of its compliance with California's relocation assistance law, in form and substance satisfactory to the Department, as required by Exhibit D of this Agreement.
The City shall ensure that a 55-year regulatory agreement is recorded against the real property of the Project site in accordance with and as more fully specified and set forth in the Special Conditions below.
Sponsor Contract Coordinator
Authorized Representative
Name:
Authorized Representative
Title:
Entity Name:
Address:
Phone No.:
E-Mail Address:
Authorized Representative
Name:
Miguel-Figueroa
City Manager
City of Calexico
608 Heber Avenue
Calexico, CA 92231
(760) 768-2177
[email protected]
Kursat Misirlioglu
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
•
Authorized Representative
Tille:
Entity Name:
Address:
Phone No.:
E-Mail Address:
Authorized Representative
Name:
Authorized Representative
Tille:
Entity Name:
Address:
Phone No.:
E-Mail Address:
D. Budget Detail
Intentionally omitted.
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Sole Member and Manager
Mirka Investments, LLC
600 B Street, Ste. 300
San Dieao, CA 92101
(619) 599-3852
[email protected]
Ray D. Roben, Sr.
Managing Member
Roben LLC
341 West Crown Court
lmoerial, CA 92251
(760) 996-3469
[email protected]
E. Additional Conditions Precedent to Disbursement
The Sponsor shall confirm Roben's role in, and personal liability for, the LP purchaser af the property by providing the following documents to the Department for review: (i) a conformed copy of the LP's Amendment to Certificate of Limited Partnership (Form LP-2), or verifiable documentary evidence that such LP:2 is Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
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pending review by the California Secretary of State; and (ii) a finalized and fully executed copy of the LP's limited partnership agreement.
F. Performance Milestones
Performance Milestones Date
Satisfaction of all conditions of disbursement set forth at 12/14/2020 Exhibit B.
Site control of Project site. 12/14/2020
Recordation of a 55-year regulatory agreement as more fully 12/14/2020 soecified and set forth in the Soecial Conditions below.
Submit certification that the Sponsor will employ the core 12/14/2020 components of Housing First (set forth at Welfare and
Institutions Code section 8255) as part of its property manaaement and tenant selection oractices.
Submit documentation of compliance with California's 12/30/2020 relocation assistance law in accordance with and as more fully soecified and set forth in the Soecial Conditions below.
Submission of e_xpenditure and program reporting. Feb.1,2021 Submission of expenditure reporting in connection with 24- Jan.31,2021 month operating subsidy. July 31, 2021
Jan.31,2022
July 31. 2022
Satisfaction of occupancy timeline. 3/13/2021
2. SPECIAL TERMS AND CONDITIONS
The following Special Terms and Conditions are applicable to this Project and shall control notwithstanding anything to the contrary herein:
A. The City, Roben, and Mirka, as the Co-Sponsors of this Project, have identified the City as the Designated Payee of the Grant funds.
8. By executing this Agreement, the Co-Sponsors commit to applying all Grant funds solely towards the Homekey Program's Eligible Uses, which are defined herein and at Health and Safety Code section 50675.1.1, subdivision (a).
Homekey Program (Homekey)
NOFA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2020
Prep. Date: 12/10/2020
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C. The Sponsor shall submit documentation of its compliance with California's relocation assistance law, in form and substance satisfactory to the Department, as required by Exhibit D of this Agreement. Such documentation shall be in finalized form and expressly approved by the Department in writing by the Performance Milestone date set forth herein.
D. The City shall cause a regulatory agreement in accordance with the NOFA and Program Requirements ("Regulatory Agreement') to be recorded against the real property of the Project site by the Performance Milestone date set forth herein. The City shall obtain the Department's express written approval of the Regulatory Agreement prior to its recordation. Unless otherwise authorized by the prior and express written approval of the Department, the Regulatory Agreement shall be recorded as a lien against the Project in first position, and shall remain in first position over all other Project agreements, covenants or other matters of record on the real property for the period of affordability required by the Program. The Department reserves the right to require the amendment of the Regulatory Agreement to ensure that it comports with the requirements and legislative intent of the Homekey Program, and that it secures the Project site's long-term use and occupancy as Permanent Housing for the Target Population.
Homekey Program (Homekey)
N0FA Date: 07/16/2020
Project Name: Hollie's Affordable Housing
Approved Date: 10/08/2Q20
Prep. Date: 12/10/2020
ATTACHMENT NO. 6
8121 l.00111\33535879.l
AFFORDABLE HOUSING
GRANT AND INDEMNITY AGREEMENT
by and among
CITY OF CALEXICO,
a California municipal corporation,
and
RIVERWALKIMPERIAL LP,
a California limited partnership
and
MIRKA INVESTMENTS, LLC,
a California limited liability company
and
ROBENLLC,
a California limited liability company
AFFORDABLE HOUSING GRANT AND INDEMNITY AGREEMENT
This AFFORDABLE HOUSING GRANT AND INDEMNITY AGREEMENT
("Agreement") is made and entered into on December !_, 2020 ("Effective Date"), by and between the CITY OF CALEXICO, a California municipal corporation ("City"), on the one hand; and RIVER WALK IMPERIAL LP, a California limited partnership ("Grantee"), Mirka Investments, LLC, a California limited liability company ("Mirka"), and Roben LLC, a California limited liability company ("Roben" and together with Grantee and Mirka, the "Developer Parties"), on the other hand. The City and Developer Parties are hereinafter referred to as the "Parties" and may be individually referred to herein as a "Party."
RECITALS
A. Grantee owns that certain real property located at 801 SOUTH IMPERIAL AVENUE, CALEXICO, CA 92231, APN# 058-346-001 and 18 LINCOLN· STREET, CALEXICO, CA 9223, APN# 058-356-007 herein (the "Real Property"), as more particularly described in Attachment No. I attached hereto. The Real Property is currently improved with a 43-room hotel called Hollie's Hotel, a 16-unit apartment complex, and other amenities (the "Premises," and together with the Real Property, the "Property").
B. Mirka, Roben, and the City jointly applied to the State of California's Homekey Program ("Homekey" or the "Program") administered by the Department of Housing and Community Development (the "Department") for funding for the acquisition and rehabilitation of the Property to rapidly sustain and expand the inventory of housing for people experiencing homelessness or at risk of homelessness, as defined in Part 578.3· of Title 24 of the Code of Federal Regulations, and who are impacted by the COVID-19 pandemic (the "Target Population").
C. On December 11, 2020, the Department, having approved the Applicants' request for Homekey Program funding, entered into that certain Standard Agreement No. 20-HK-00113 (the "Standard Agreement"), the terms and conditions of which are incorporated herein by reference.
D. Pursuant to the Standard Agreement, the City, as designated payee on behalf of itself, Mirka, and Roben, received Six Million Six Hundred Fifty-Seven Thousand Two Hundred Sixty-Six dollars ($6,657,266) ofHomekey funding from the Department (the "Grant"), which, by this Agreement, it intends to pass-through to Grantee for development of the Property and full conversion of the improvements thereon to 58 units of Permanent Housing for Target Population individuals and families (the "Project") for fifty-five years, as more particularly described in the Regulatory Agreement and Declaration, entered into separately by Grantee and the City substantially concurrently herewith and recorded in the Official Records of the County of Imperial (the "Regulatory Agreement and Declaration"). 1 1 All capitalized tenns used but not defined herein shall have the meaning ascribed to them in the Regulatory Agreement and Declaration or the Standard Ag~eement, as applicable. -!-
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E. lfthere are on-Property and/or off-Property improvements, they will be called out in the Project development and building plans and permits to be approved by the City.
F. Government Code section 3700l(h) exempts all development costs of acquisition, rehabilitation, reconstruction, alterations work, or any combination thereof, for housing under the Homekey Program from the restrictions of Article XXXIV of the California Constitution and therefore, all units in the Project will be restricted to households earning not greater than thirty percent (30%) of the Area Median Income2 for Imperial County ("30% Low Income Household") during the Permanent Housing period under the Regulatory Agreement and Declaration.
G. The Project is in the best interests of the City and the health, safety and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements.
COVENANTS
Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
I. FINANCING.
I. I Amount of Grant. In order to assist in the development and operation of the Property as Permanent Housing for 30% Low Income Households in the Target Population within the territorial limits of the City, City shall, subject to the terms and conditions set forth herein, and provided Grantee is not in default of this Agreement, provide Grantee financial assistance in the form of a grant not to exceed the sum of Six Million Six Hundred Fifty-Seven Thousand Two Hundred Sixty-Six dollars ($6,657,266) ("Grant").
1.2 Permissible Use of Grant: Eligible Grant Expenses. Pursuant to all of the terms and conditions of this Agreement, Grantee shall be permitted to use the Grant proceeds only for those expenses eligible under the Standard Agreement that are actually incurred by, or on behalf of, Grantee, and for no other purpose.
1.3 Grant Funding Conditions. Notwithstanding any other provision of this Agreement to the contrary, City shall have no obligation to disburse any of the Grant proceeds to Grantee unless all of the following conditions (collectively the "Funding Conditions") are satisfied:
(a) Execution and Delivery of Documents. Grantee shall have executed and delivered to City all documents necessary to secure the Homekey funding. (b) Demonstration of Sufficient Funding. Grantee shall provide documentation to City demonstrating that it has commitments for sufficient funding for the entire Project.
2 "Area Median Income" means the most recent applicable county family income published by the California Tax Credit Allocation Committee (TCAC).
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( c) Insurance. Grantee and/or Developer Parties shall have provided to City evidence of the insurance required under Section 2.6 of this Agreement. ( d) No Default. Grantee shall not be in default of any of its obligations set forth in this Agreement, and there shall be no event which, with the passage of time or the giving of notice, would constitute a default.
The date on which all Funding Conditions have been satisfied is referred to herein as the "Funding Conditions Satisfaction Date." In the event that the Funding Conditions Satisfaction Date has not occurred on or before December 30, 2020, either party not in default may terminate this Agreement by delivering written notice to the other party. No termination under this Agreement shall release either party then in default from liability for such default.
1.4 Disbursement of City Grant. Provided Grantee is not in default of this Agreement, within [one] business day after the Funding Conditions Satisfaction Date (the "City Funding Date"), City shall disburse the entirety of the Grant to Grantee, which disbursement shall include funds necessary to cover Eligible Grant Expenses incurred in connection with the close of escrow and Grantee's acquisition of the Property.
Grantee shall, by February I, 2021 provide a written report to City showing, at a minimum, (a) all Eligible Grant Expenses incurred on the Project, to which Grant funds were applied; and (b) a comparison of such expenses against line items in the Project Budget.
Notwithstanding the foregoing, City shall have the right to contract with a third party, including without limitation an escrow company to disburse the Grant proceeds to Grantee.
1.5 Execution and Delivery of Documents. On or prior to the Funding Conditions Satisfaction Date, Grantee shall deliver to City the Regulatory Agreement and Declaration, executed and acknowledged by Grantee. City shall execute the Regulatory Agreement and Declaration and shall cause the Regulatory Agreement and Declaration to be recorded in the Official Records of Imperial County, California concurrently with the Grantee's acquisition of the Property.
1.5.1 · Funding Sources. From and after the date of this Agreement, Grantee shall exercise commercially reasonable efforts to obtain financing for the development of the Project. Grantee intends to utilize fmancing from a variety of sources for the Project. l.5.2 Subordination. Unless otherwise authorized by the prior and express written approval of the Department, the Regulatory Agreement and Declaration shall be recorded as a lien against the Project .in first position, and shall remain in first position over all other Project agreements, covenants or other matters of record on the Real Property for the period of affordability required by the Standard Agreement.
1.5.3 Right of the City to Cure Default. Grantee shall promptly deliver to City a copy of any notice of default or breach received from any other lender or funding source and City may, but,shall not be required to, cure the default without acceleration of the subject loan following prior notice thereof to the Grantee. In such event, Grantee shall be liable for, and City shall be entitled to reimbursement from Grantee within ten (I 0) days of written demand, of all -3-
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costs and expenses associated with and attributable to the curing of the default, including any default consisting of a breach of this Agreement by the Grantee, which are incurred by City. Any sums which become due to City from Grantee under the provisions of this Section 1.5.3 shall constitute a lien on the Property, effective upon recordation by City or City's authorized agent of a notice of lien ("Notice of Lien") concerning nonpayment of any sum due hereunder, the lien priority of which shall be the date the Notice of Lien is recorded in the Official Records of Imperial County, California. The Notice of Lien shall state (i) the amount due, which amount shall include interest at the rate of 10% per annum from the date due to the date paid, and shall also include the cost of preparing and recording the Notice of Lien, (ii) the expenses of collection in connection with any nonpayment, including witliout limitation reasonable attorneys' fees, (iii) a description of the Property, (iv) the name and address of City, (v) the name of Grantee, and (vi) in order for the lien to be enforced by non-judicial foreclosure, the name and address of the trustee authorized by City to enforce the lien by sale. The lien established pursuant to this section may be enforced by sale of the Property by City, City's attorneys, any title insurance company authorized to do business in California, or other persons authorized to conduct the sale as a trustee, after failure of Grantee to pay any sum due pursuant to this Agreement within 30 days after recordation of the Notice of Lien. The sale shall be conducted in accordance with the provisions of the California Civil Code applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. City, through its agents, shall have the power to bid on the Property at the foreclosure sale, and to acquire and hold, lease, mortgage and convey the same. Suit to recover a money judgment for any amounts due under this Agreement shall be maintainable without foreclosing or waiving any lien securing the same, but this provision or any institution of suit to recover a money judgment shall not constitute an affirmation of the adequacy of money damages. Any recovery resulting from a suit at law or in equity initiated pursuant to this Section shall include reasonable attorneys' fees as fixed by the court.
2. DEVELOPMENTOF THE PROJECT.
2.1 Scope of Development. The Project shall consist of the development and , conversion of the improvements on the Property into to an income-qualified Permanent Housing rental project with parking, landscaping, lighting, signage, and other amenities, and all other onProperty and off-Property improvements required for operation of t_he Project, with all such improvements, following rehabilitation, to be first class in architectural design and quality, compliant with state and federal laws regarding adaptability and accessibility by persons with disabilities, and consistent with the development and building plans and permits to be approved by City (provided, however, that nothing herein shall represent, warrant, or guarantee that City shall approve any of such plans and permits). The Project shall provide for a maximum of fiftyeight (58) total units to be set aside for Permanent Housing.
2.2 Development Standards. Grantee agrees to design a project that meets all applicable development standards in the Calexico Municipal Code ("CMC'').
2.3 No Commitment to Development. The Parties agree that nothing in this Agreement is intended to commit the Grantee to complete a particular project or to commit the City to grant any approval. The City's approval of this Agreement does not constitute approval by the City of any development of the Project or of other activity on the Property that would have a direct or -4-
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reasonably foreseeable indirect environmental impact pursuant to CEQA. (See 14 C.C.R. §§ 15060(c); !5378(b).)
2.4 Schedule of Performance. Subject to the force majeure provisions of Section 5.8, Grantee shall commence, prosecute, and complete the Project within the time set forth in the Schedule of Performance. Rehabilitation and conversion work shall be continuously and diligently pursued to completion and shall not be abandoned for more than five (5) consecutive days, except when due to causes beyond the control and without the fault of Grantee, as set forth in Section 5.8 of this Agreement. During the course of rehabilitation and conversion, Grantee shall, ifrequested by City, provide to City written reports every two (2) weeks on the progress of work. Pursuant to the Schedule of Performance, Grantee shall apply for a Certificate of Completion .. FAILURE TO SATISFY ANY ONE OF THE PERFORMANCE MILESTONES
IN THE SCHEDULE OF PERFORMANCE FOLLOWING NOTICE AND EXPIRATION OF
THE APPLICABLE CURE PERIOD WILL CONSTITUTE A BREACH OF THIS
AGREEMENT AND AN EVENT OF DEFAULT, AND SHALL ENTITLE THE CITY TO
MANDATE THE GRANTEE TO RETURN TO THE CITY ANY FUNDS DJSBURSED THAT
HAVE NOT BEEN USED FOR ELIGIBLE GRANT EXPENSES OR ANY FUNDS THAT
HAVE BEEN MANDATED BY THE DEPARTMENT TO BE RETURNED TO THE DEPARTMENT FOR A FAILURE TO COMPLY WITH THE STANDARD AGREEMENT;
IN ANY SUCH INSTANCE, THE CITY MAY ALSO CANCEL THIS AGREEMENT WITHOUT OWING ANY DAMAGES OR OTHER PAYMENT TO GRANTEE.
2.5 Compliance with Permits and Laws. Grantee shall carry out the design, construction and operation of the Project in conformity with this Section 2 and all applicable federal, state, and local laws, including the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the CMC, all applicable disabled and handicapped access requirements, and all environmental mitigation measures imposed as conditions of approval of the Project. In addition, Grantee shall carry out the construction of the Project and the development of the Property in conformity with all applicable federal and state labor laws (including, without limitation, the requirement under California law to pay prevailing wages and hire apprentices). With respect to Grantee's redevelopment of the Property and construction of the Project, Grantee acknowledges and agrees that it shall be required to, and shall be required to cause all of its contractors and their contractors to, pay prevailing wages in compliance with California Labor Code Section I 770 et seq., and shall be responsible for the keeping of all records required pursuant to Labor Code Section 1770 et seq., including but not limited to Labor Code Section 1776, and complying with the maximum hours requirements of Labor Code Sections 1810 through 1815, and complying with all regulations and statutory requirements pertaining thereto. Grantee acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations with respect to the payment of prevailing wages and complying therewith. Upon any request by City, Grantee shall provide a true and correct copy of such payroll records as are required under applicable state law. In addition to any other Grantee indemnifications of City set forth in this Agreement, Grantee shall indemnify, defend, and hold City and its elected and appointed officers, officials, members, employees, agents, and representatives harmless from and against any liability, loss, damage, cost or expen~es (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, a~d costs incurred related to any inquiries or proceedings) arising from or related to (a) the noncompliance by Grantee of any applicable local, state and/or federal law, including, -5-
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without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or ( c) failure by Grantee to provide any required disclosure or identification as required by Labor Code Section 178 I, as the same may be amended from time to time, or any other similar law. It is agreed by the parties that, in connection with the development and construction (as defined by applicable law) of the Project, including, without limitation, any and _all public works (as defined by applicable law), Grantee shall bear all risks of payment or nonpayment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. "Increased costs," as used in this Section 2.5, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Project by Grantee. Grantee shall be solely responsible for deiermining and effectuating compliance with such laws. Grantee hereby expressly acknowledges and agreeS' that City has not previously affirmatively represented to Grantee or its contractor(s) for the construction or development of the Project, in writing or otherwise, in a call for bids or otherwise, that the work to be covered by this Agreement is not a "public work," as defined in Section 1720 of the Labor Code.
2.6 Insurance. Grantee shall certify in writing to City that it is in compliance with the Homekey Program insurance requirements, as set forth in Article VI, section 600 of the HCD Homekey Notice of Funding Availability (NoFA). Grantee agrees that the provisions of this Section 2.6 shall not be construed as limiting in any way the extent to which Grantee may be held responsible for the payment of damages to any persons or property resulting from Grantee's activities or the activities of any person or persons for which Grantee is otherwise responsible.
No later than five (5) days after the Effective Date, Grantee shall provide evidence of the aboverequired insurance (such as Certificates oflnsurance of appropriate insurance binders) and obtain approval thereof from City, which approval shall not be unreasonably withheld or delayed and may be waived in City's sole and absolute discretion. Evidence of builder's risk coverage may be provided after Grantee receives all necessary construction financing.
2. 7 Right of Access. City and its officers, elected and appointed officials, employees, agents and representatives shall have the right of access to the Property, upon reasonable prior written notice, without charges or fees, for the purposes of this Agreement, including but not limited to, the inspection of the work being performed in connection with the Project, so long as City representatives comply with all safety rules and do not interfere with, delay or interrupt Grantee's construction activities. It is understood that City does not _by this right of access assume any responsibility or liability for a negligent inspection or failure to inspect.
2.8 Grantee Responsible for Cost of Development. Except to the extent City has specifically agreed to provide the Grant pursuant to Section 1, Grantee shall be responsible for all costs of developing the Project, including but not limited to predevelopment costs incurred for items such as planning, design, engineering, and environmental remediation; all development and buildi11g fees; the cost incurred to perform all necessary rehabilitation._work; relocation expenses payable to occupants of the Property as required; costs for insurance and bonds (as -6-
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required); costs for financing; all on-Property construction costs; costs for any necessary public improvements; and legal fees.
2.9 Indemnity. The Developer Parties shall jointly and severally defend,-indemnify, protect, assume all responsibility for, and hold City and its officers, elected and appointed officials, members, employees, agents, and representatives (together, the "City Indemnitees") harmless from any and all claims, demands, actions, suits, causes of action, losses, liabilities, injuries, costs (including defense and appeal costs), damages, expenses, or.liability of any kind or nature (collectively, "Claims") relating to
2.9 .I any damages to property or death or injuries to persons (including reasonable attorneys' fees and costs and expert witness fees), which may be caused by any acts or omissions of any of the Developer Parties under this Agreement, whether such activities or performance of this Agreement be by the Developer Parties (individually or in concert) or by anyone directly or indirectly employed or contracted with by any or all of the Developer Parties and whether such damage shall accrue or be discovered before or after termination of this Agreement;
2.9 .2 any litigation or administrative or adjudicative challenge by third parties to the validity, applicability, interpretation or implementation of this Agreement, or the certification or approval of the environmental document(s) with respect to the Project and this Agreement;
2.9.3 any default of this Agreement by Grantee;
2.9.4 any default of the Standard Agreement arising out of or in connection with any act or omission by the Developer Parties or any one of them; or
2.9.5 any activities or conditions in, on or under the Property.
Notwithstanding the foregoing, the Developer Parties' indemnification obligations in this Section
2.9 shall not apply to the extent any Claims arise from the active negligence or willful misconduct of the City Indemnitees or any one of them, acting in their official capacity.
2.10 Relocation Indemnification. To the extent applicable, Grantee shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations, including but not limited to the California Relocation Assistance Law, Government Code Section 7260, et seq., and the implementing regulations thereto codified in California Code of Regulations, Title 25, Chapter 6, Section 6000, et seq. (collectively, the "Relocation Laws"). Any relocation shall be performed in accordance with a relocation plan approved by City. Grantee shall indemnify, defend, and hold the City Indemnitees harmless from and against any alleged or actual Claims made against them related to (1) compliance with the Relocation Laws; (2) displacement or benefits owed to tenants on the Property including without limitation claims for relocation assistance and inverse condemnation; and (3) any other compensation of whatever kind or nature arising from current or prior occupancy or use of the Property, and/or any move, displacement, relocation therefrom.
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3. USE OF PROPERTY; AFFORDABILITY COVENANTS.
Grantee and its successors and assigns shall use, operate, and maintain the Property as an affordable rental housing project in accordance with the provisions of this Agreement and the Regulatory Agreement and Declaration. The Regulatory Agreement and Declaration provides that the Project will serve as Permanent Housing to be rented to income-qualified tenants for fifty-five (55) years.
4. DEFAULTS AND REMEDIES.
4.1 Defaults-General; Termination. Failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement; provided, however, such party shall not be deemed to be in default if (a) it cures, corrects, or remedies such default within thirty (30) days after receipt of a written notice from the other party specifying such failure or delay, or (b) for defaults that cannot reasonably be cured, corrected, or remedied within such time period, if such party commences to cure, correct, or remedy such failure or delay within such time period after receipt of a notice from the other party specifying such failure or delay, and diligently prosecutes such cure, correction or remedy to completion, within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). If the defaulting party requires more time to cure, correct, or remedy the default, the parties will negotiate in good faith to determine a mutually agreeable extended deadline. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute legal proceedings against the party in default until the time for cure, correction, or remedy of a default has expired. After such expiration, the injured party may terminate the Agreement by written notice to the other parties. Except as otherwise expressly provided in this Agreement, any failure or delay by a party in giving a notice of default or termination or in asserting any of its rights and remedies as to any default or termination shall not constitute a waiver of any default or termination, nor shall it change the time of default, nor shall it deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.
4.2 Institution of Legal Actions. In addition to any other rights or remedies, either Party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Agreement. Such legal actions must be instituted and maintained in the Superior Court of the County of Imperial, State of California, or in ·any other appropriate court in that county.
4.3 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
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5. GENERAL PROVISIONS.
5.1 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs of suit, including appeals, from the losing party.
5.2 Notices. All notices to be delivered under this Agreement to the other party shall be addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other part,ies hereto:
To City:
City of Calexico
608 Heber Avenue
Calexico, CA 92231
Attention: Miguel Figueroa, City Manager
Phone: (760) 768-2177
Email: [email protected]
To Grantee:
Riverwalk Imperial LP
c/o Rohen LLC
341 West Crown Court
Imperial, CA 92251
Attention: Ray D. Rohen, Sr., Manager, Co-General
Partner
Phone: (760) 996-3469
Email: [email protected]
To Mirka:
Mirka Investments, LLC
600 B Street, Ste. 300
San Diego, CA 9210 I
Attention: Kursat Misirlioglu, Sole Member &
Manager
Phone: (619) 599-3852
Email: [email protected]
81211.00111\33535879.l"
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Copy to:
Best Best & Krieger LLP
74-760 Highway 111, Suite.100
Indian Wells, CA 922!0
Attention: Carlos Campos, Esq.
Phone: (760) 568-2611
Email: [email protected]
Copy to:
Downs Pham & Kuei LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94104
Attn: Tuan A Pham, Esq.
Phone: (415) 202-6373
Email: [email protected]
Copy to:
Hobson Bernardino + Davis LLP
6060 Center Drive,] 0th Floor
Los Angeles, California 90045
Attn: Jason A. Hobson, Esq.
Phone: (213) 235-9191 •
To Roben:
RobenLLC
341 West Crown Court
Imperial, CA 92251
Attention: Ray D. Roben, Sr., Manager
Phone: (760) 996-3469
Email: [email protected]
Copy to:
Downs Pham & Kuei -LLP
235 Montgomery Street;30th Floor
San Francisco, CA 94 I 04
Attn: Tuan A Pham, Esq.
Phone: (415) 202-6373
Email: [email protected]
Notices personally delivered; delivered through the United States mail, by registered or certified mail, postage prepaid; by means of prepaid overnight delivery service; or by email are acceptable forms of notice. Notices shall be deemed given upon receipt in the case of personal delivery, two days after deposit in the mail, or the next business day in the case of email or overnight delivery. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as any Party may from time to time designate in writing.
5.3 Binding on Heirs. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors, and assigns.
5.4 Entire Agreement. Waivers. and Amendments. This Agreement incorporates all of the terms and conditions-mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements, oral or written, between the parties with respect to all or part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by all of the parties.
5.5 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California, without regard to such state's conflict of law principles.
5.6 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound.
5.7 Non-liability of City Officials and Employees. No elected or appointed official, employee, or contractor of City shall be personally liable to any of the Developer Parties in the event of any default or breach by City or for any amount which may become due to Grantee or on any obligations under the terms of this Agreement.
5.8 Force Majeure; Extension of Times of Performance. In addition to specific provisions of this Agreement, and except as expressly set forth in this Section 5.8, performance by any party hereunder shall not be deemed to be in default and such party shall be entitled to an extensfon of time to perform its obligations hereunder where delays in perfoijnance are due to . causes beyond the reasonable control and without the fault of such party, including as applicable:
8121 I.00111\33535879.l
war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of the public enemy; epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplies; acts of the other party; acts or the failure to act of City or any other public or governmental agency or entity ( except that any act or failure to act of or by City shall not excuse performance by City). Notwithstanding the foregoing, the Developer Parties' inability to secure satisfactory financing, interest rates, and market and economic conditions shall not entitle the Developer Parties to an extension of time to perform. An extension of time for any cause permitted under this Section 5.8 shall be limite~ to the period of, .. the enforced delay, which period shall commence to run from th·e time of the commencement of the cause, if notice by the party claiming such extension is sent to the other parties within thirty (30) days of knowledge of the commencement of the cause. If no written notice is sent within thirty (30) days, for purposes of measuring the extension period for performance of the obligation in question, the period of the enforced delay shall commence to run from the date written notice is sent to the other parties.
Times of performance under this Agreement may be extended by mutual written agreement of the parties.
5.9 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. In the event that all or any portion of this Agreement is found to be unenforceable, this Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the parties; and the parties further agree that in such event, and to the maximum extent permitted by law, they shall take all steps necessary to comply with such procedures or requirements as may be necessary in order to make valid this Agreement or that portion which is found to be unenforceable.
5.10 Representations and Warranties. The Developer Parties and each person executing this Agreement on behalf of each of the Developer Parties represents and warrants that: (a) Grantee is a California limited partnership in good standing and authorized to do business in the State of California; (b) Grantee has all requisite power and authority to carry out its business as now and whenever conducted and to enter into and perform its obligations under this Agreement; (c) by proper action of each of the Developer Parties, the Developer Parties' signatories have been duly authorized to execute and deliver this Agreement; ( d) the execution of this Agreement by the Developer Parties does not violate any provision of any other agreement to which the Developer Parties are individually a party; and (e) except as may be specifically set forth in this Agreement, no approvals or consents not heretofore obtained by the Developer Parties are necessary in connection with the execution of this Agreement by the Developer Parties or with the performance by the Developer Parties of their obligations hereunder.
5.1 I City Contract Administration. The City Manager for the City (or his or her authorized representative) shall administer this Agreement on behalf of City and shall have the authority to issue interpretations, waive provisions, extend deadlines, enter into amendments of, -11-
81211.001 I 1\33535879.1
and terminate this Agreement on behalf of City, subject to City Council approval whenever applicable under City policy or law.
5.12 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
5.13 Attachments. Attachment Nos. 1-7 attached to this Agreement are incorporated herein by this reference and made a part hereof. Said Attachments are identified as follows:
ATTACHMENT NO. I
ATTACHMENT NO. 2
ATTACHMENT NO. 3
ATTACHMENTNO.4
ATTACHMENT NO. 5
81211.00111\33535879.l
LEGAL DESCRIPTION OF PROPERTY
PROJECT BUDGET
SCHEDULE OF PERFORMANCE
GRANTEE'S PROFORMA
CERTIFICATE OF COMPLETION
[ signatures on following page]
-12-
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.
STOFORM:
81211.00111\33535879.I
"CITY''
CITY OF CALEXICO, a California municipal
corporation
By,CBy MZf!
"GRANTEE"
RIVERWALK IMPERIAL LP, a California
limited partnership
By: Roben LLC, a California limited liability
company,
Its: Co-General Partner
By: 1 5%
Ray D. Roben, Sr., Manager
By: Mirka Investments, LLC, a California
limited liability company,
Its: Co-General Partner
-13-
By. . Qa\l00· V
Kursat Misirlioglu, Chief Executive
Officer
81211.00111133535879.l
"MIRKA"
MIRKA INVESTMENTS, LLC, a California
limited liability company,
By: c/?6m.A) Kursat Misirlioglu, Sole Member &
Manager
"ROBEN"
ROBEN LLC, a California limited liability
company, --;p
By:Ray -rl!ii Managing Member
-14-
I.
!
r
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Imperial, City of Calexico, State of California, and is described as follows:
Parcel 1:
Lots 1 through 12, inclusive, Block 3, First Addition to Calexico, in the City of Calexico, County of Imperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder oflmperial County.
Excepting therefrom any manufactured housing unit or commercial coach located on said land.
APN/Parcel ID(s): 058-346-001-000
Parcel 2:
Lot 13, Block 3, First Addition to Calexico, in the City of Calexico, County oflmperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder of Imperial County.
APN/Parcel ID(s): 058-346-007-000
-1-
81211.00111\33535879.1
.
Slate of California
Department of Housing and Community Development
Committee Date: 6/25/2020
Hollie's Affordable Houslna PROJECT DEVELOPMENT BUDGET
Business, Consumer Services and Housing Agency
Award Date: 6/26/2020
Contract No: 20-NPLH-14571 (Comp)
For projects requesting pre-development funding via Homekey, include Information for acquisition period financing and development exoenses onlv.
Total Project Residential Commercial 30% PVC for 30% PVC for Comments and explanation of basis DEVELOPMENT COST New Costs Costs Costs Const/Re'.hab AcqulslUon changes LA/1/DJCOST/ACQli/JS/TION:.;,;:;';&N&;;,. . ;';~~&1::~:. ·:f~"'l.t.1(/: ;ifl,1~12-J, ... ~;:JiW'l!sr& ·~ : . -ti;~~~<: -~':;JMfi~;;; . .). _.:;_~l.:,:,.,,·, .. :'.~'.;&;:,, 4-~tf.:· >:s Land Cost or Value $300,000 $300,000 .. Demolition $0
Legal $0
Land Lease Rent Prepayment $0 '
Total Land Cost or Value $300,000 $300,000 $0
Existing Improvements Cost or Value $Z20o,ooo $2,200,000 $2,200,000 Off-Site Improvements $0
Total Acquisition Cost $2,200,000 $2,200,000 $0 $2,200,000 Total Land Cost/ Acquisition Cost $2,500,000 $2,500,000 $0 ?redevelopment Interest/Holding Cost $0
Assumed, Accrued Interest on Existing $0
-~
Debt (Rehab/Acq)
Excess Purchase Price Over Appraisal $0 ..
REHABILITATION.~-~'.· ·:·i•·?--; . .J?:t~r .:::;s:;:c:.• if• , ... _, ..::.i- ..
Site Work $254,500 $254,500 $254,500
Structures $1,915,215 $1,915,215 $1,915,215
General Requirements $136,692 $136,692 $136,692
Contractor Overhead $45,564 $45,564 $45,564
Contractor Profit $136,692 $136,692 $136,692
Prevailing Wages $0
General Liability Insurance $0
Other: Asbestos Clearance $0
Other: Modular Unit $0
Other: Appliances $0
Other. (Specify) $0
Total Rehabllltation Costs $2,488,663 $2,488,663 $0 $2,488,663 $0 Total Relocation Expenses $0
NE',¾CONSTRUCT/ON •.j\t;w',t~:•· -~ >ti~;'1'~ , ·-.:;.ffliiL. . ., '.~Vffi.', ·-ji~•r. - s:...B:<. .• . i:l;:rf. .. ::It,:\· _,'::~· . ·i'.,L ., -~·- Site Work $0 Structures $0
General Requirements $0
Contractor Overhead $0
Contractor Profit $0
Prevailing Wages $0
General Liability Insurance $0
Other. (Soecifv) $0
other. (Specify) $0
Other. (Specify) $0
Other. (Specify) $0
Total New Construction Costs $0 $0 $0 $0 $0
A8G#/lEC7JJ!ll,J//'J;'I,ES , .. ::~Ji~~~;.;-~ :t~~·Pirlli:i:r :;}i~~~-~.'?t"; .~ ··~t;Nft~. .:I~;::r:;,·1 ~·;,.tgt:r.~-: ;-;?-;~-;;•;., ·?i";:t.:-_. '• , ..... , .. .:v,, ~;~fil1 --~''"·'·
Design $20,000 $20,000
Supervision $15,000 $15,000
Total Architectural Costs $35,000 $35,000 $0 $0 $0
Total Survey & Engineering $19,000 $19,000
211&~w~1s1#~~111s: -fffit~[ :.·.j;lif.f." Jil!~!:: ·-;gt ,·'-Xf~;\~r- ;::;}tmir }rr;\t4 .,.,1,;;1:.th~. · ·.:f~J,;. ··::ttt \it~
Construction Loan Interest $0
Origination Fee $0
Credit EnhancemenVApplication Fee $0
Bond Premium $0
Cost of Issuance $0
Title & Recording $0
Taxes $0
Insurance $0
Other. (Specify) $0
Other. (Specify) $0
NOFA: September 27, 2019 Pagel Project Report - 20-HK·00J,/3 Hoflle's Affordable Housing UPDATED State of California
Department of Housing and Community Development
Committee Date: 6/2512020
Other. (Specify)
Total Construction Interest & Fees
f!OFA: Septemb'er 27, 2019
$0
$0 $0 $0
Page2
$0
Business. Consumer Services and Housing Agency
Award Date: 6126/2020
Contract No: 20-NPLH-14571 (Comp)
$0
Project Report-20-HK-00113 Hollie's Affordable Housing UPDATED State of California
Department of Housing and Community Development
Committee Date: 6/25/2020
PERMANENJ;{fiiJ,1~.CJNG . . , .c.,:;;,~,\C'.i'.
Loan Origination Fee
· ?~;~~~itr-:x:
$0
Credit EnhancemenVAppl!cation Fee $0
Title & Recording $0
Taxes $0
Insurance $0
Other. (Specify) $0
Other. (Specify) $0
Total Permanent Financing Costs $0 $0
Subtotals Forward $5,042,663 $5,042,663
Legal Paid by Applicant
Other. (Specify)
Total Attorney Costs
RESERVES[l~~i!;t?S .: ,, :~'.::;S~]'.~t;;::·
Operating Reserve
HomeKey 24-Month Operating Subsidy
Replacement Reserve
Transition Reserve
Rent Reserve
Other
Other: (Specify)
Other. (Specify)
$20,000 $20,000
$0
$0 $0
$757,266 $757,266
$0
$0
$0
$0
$0
$0
Total Reserve Costs $757,266 $757,266
Construction Hard Cost Contingency $108,486 $108,486
Soft Cost Contingency $0
Total Contingency Costs $108,486 $108,486
OTHER eRQJ,ECT_sCOSTS .· .,,,;;_:;:~:fit/~ :4 }t.fif;'~_~:_{'....
TCAC App/Allocation/Monitoring Fees $0
Environmental Audit $0
Local Development Impact Fees $0
Pennit Processing Fees $0
Capital Fees $0
Marketing $0
Furnishings $0
Market Study $0
Accounting/Reimbursable $0
Appraisal Costs $0
Other. (Specify)
Other: Consultant
Other. (Specify)
Other. (Specify)
$300,000
$0
$60,000
$18,851
$0
$0
$0
$300,000
$60,000
$18,851
Total Other Costs $378,851 $378,851
SUBTOTAL PROJECT COST $6,307,266 $6,307,266
Developer Overhead/Profit
Consultant/Processing Agent
Project Administration
Broker Fees Paid to a Related Party
Construction Oversight by Developer
other. (Specify)
Other. (Specify)
Other. (Specify)
Other. !Specify)
Other. (Specify)
Total Developer Costs
TOTAL PROJECT COST
NOFA: September 27, 2019
$160,000 $160,000
$0
$0
$100,000 $100,000
$90,000 $90,000
$0
$0
$0
$0
$0
$350,000 $350,000
$6,657,266 $6,657,266
$0
Business, Consumer Services and Housing Agency
Award Date: 6/26/2020
Contract No: 20-NPLH-14571 (Comp)
$0 $2,488,663 $2,200,000
$0 $0 $0
$0
$0 $0 $0
$0 $0 $0
$0 $2,488,663 $2,200,000
$0 $0 $0
$0 $2,488,663 $2,200,000
Page3 Project Report- 20-HK-00113 HoJlie~~ AjJOrdable Housing l/PDA11:'IJ State of California
Department of Housing and Community Development
Committee Date: 6/25/2020
NOFA: September 27, 20/9 Page-I
Business, Consumer Services and Housing Agency
Award Date: 6/2612020
Contract No: 20-NPLH-14571 (Comp)
Project Repor~ - 20-HK-001 J 3 Hollie's Affordable Housing UPDATED ATTACHMENT NO. 3
Performance Milestones Date
Satisfaction of all conditions of disbursement set forth al 12/14/2020 Exhibit 8 of the Standard Agreement.
Sile control of Project site. 12/14/2020
Recordation of a 55-year regulatory agreement as more fully 12/14/2020 specified and set forth in the Special Conditions below.
Submit certification that the Sponsor will employ the core 12/14/2020 components of Housing First (set forth at Welfare and
Institutions Code section 8255) as part of its property management and tenant selection practices.
Submit documentation of compliance with California's 12/30/2020 relocation assistance law in accordance with and as more fully specified and set forth in the Special Conditions below.
Submission of expenditure and program reporting. February 1, 2021 Submission of expenditure reporting in connection with 24- Jan.31,2021 month operating subsidy. July 31, 2021
Jan.31,2022
July 31, 2022
Satisfaction of occupancy timeline. 3/13/2021
It is understood that the foregoing Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule and the text of the Agreement, the text shall govern.
8121 l.00111\33535879.1
CL TA STANDARD COVERAGE POLICY OF TITLE INSURANCE
Policv Number:
Issued By: @. CIBCAGO TITLE INSURANCE COMPANY PROFORMA
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE 8 AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Florida corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the Insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land;
and in addition, as to an insured lender only:
5. The invalidity or unenforceability of the lien of the insured mortgage upon the title;
6. The priority of any lien or encumbrance over the lien of the insured mortgage, said mortgage being shown in Schedule 8 in the order of its priority;
7. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in Schedule 8, or the failure of the assignment shown in Schedule 8 to vest title to the insured mortgage in the named insured assignee free and clear of all liens.
' The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations.
IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers.
Chicago Title Company
1425 Main Street
El Centro, CA 92244
Countersigned By:
PROFORMA
Authorized Officer or Agent
Chicago Title Insurance Company
By:
President
Attest:
Secretary
This is a PROFORMA Policy. It does not reflect the present state of the Title and Is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
CLTA Standilrd ~erage Policy-1990 (04/08/2014) Page1
Printed: 12.16.20 @08:05 PM
CA-CT-FWIN-02180.055730-SPS.72067-1-7102020458
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE A
Date of Policy Amount of Insurance
PROFORMA $2,500,000.00
1. Name of Insured:
Riverwalk Imperial, LP, a California limited partnership
2. The estate or interest in the land which is covered by this policy is:
Fee
3. Title to the estate or interest in the land is vested in:
Riverwalk Imperial, LP, a California limited partnership
4. The land referred to in this policy is described as follows:
For APN/Parcel ID(s): 058-346-001-000 and 058-346-007-000 Parcel 1:
OWNER'S POLICY NO. PROFORMA
Premium
PROFORMA
Lots 1 through 12, inclusive, Block 3, First Addition, in the City of Calexico, County of Imperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder of Imperial County.
Excepting therefrom any manufactured housing unit or commercial coach located on said land.
Parcel 2:
Lot 13, Block 3, First Addttion to Calexico, in the City of Calexico, County of Imperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder of Imperial County.
THIS POLICY VALID ONLY IF SCHEDULE BIS ATTACHED
END OF SCHEDULE A
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
CLT A Standard Coverage Policy - 1990 (04/0812014)
Page2
Printed: 12.16.20@08:0S PM
CA-CT-FWIN-02180.055730..SPS-.72067-1-7102020458
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA
SCHEDULE B
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
PARTI
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matter excepted under (a), (b), or (c) are shown by the public records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
END OF SCHEDULE B • PART I
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) Issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
CLTAStandard Coverage Pollcy-1990 (04/0B/2014)
Page3
Printed: 12.16.20@08:0SPM
CA-CT-FWIN-021~0.055730-SPS-72067-1-7102020458
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA
SCHEDULES
EXCEPTIONS FROM COVERAGE
PART II
1. Property taxes, including any personal property taxes and any assessments collected with taxes are as follows:
Code Area:
Tax Identification No.:
002-009
058-346-001-000
2020-2021
$8,848.74 Paid
$8,848.74 Not Paid
$298,350.00
$882,734.00
$293,830.00
Fiscal Year:
1st Installment:
2nd Installment:
Land:
Improvements:
Personal Property:
Affects Parcel 1
2. Property taxes, including any personal property taxes and any assessments collected with taxes are as follows:
Code Area:
Tax Identification No.:
002-000
058-346-007-000
2020-2021
$3,729.53 Paid
$3,729.53 Not Paid
$105,000.00
$516,000.00
Fiscal Year:
1st Installment:
2nd Installment:
Land:
Improvements:
Affects Parcel 2
3. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.
4. A Notice of Special Tax Lien by the Calexico Unified School District recorded May 28, 1991 as Document No. 91-09491 in book 1673, page 1220 of Official Records.
Said lien is currently being collected through the Imperial County Tax Collector with the property.taxes.
5. Water rights, claims or title to water, whether or not disclosed by the public records.
6. Easement(s) for the purpose(s) shown below and rights incidental thereto as reserved in a document; Purpose:
Recording Date:
Recording No.:
Affects:
For irrigation, waste or drainage canals, or power or telephone lines.
July 24, 1948
in book 714, page 202 of Official Records
The exact location and extent of said easement is not disclosed of record.
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) Insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
Cl TA Standard Coverage Policy - 1990 (04/08/2014)
Page4
Printed: 12.16.20 @08:05 PM
CA~T-FWIN..02180.055730-SPS-72067-1-7102020458
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA
SCHEDULE B
EXCEPTIONS FROM COVERAGE
(continued)
7. Easement(s) for the purpose(s) shown below and rights incidental thereto as reserved in a document; Purpose:
Recording Date:
Recording No.:
Affects:
For irrigation, waste or drainage canals, or power or telephone lines.
February 20, 1952
in book 832, page 469 of Official Records
The exact location and extent of said easement is not disclosed of record.
8. This item intentionally deleted.
9. This Item Intentionally deleted.
10. This item intentionally deleted.
11. This item intentionally deleted.
12. Matters contained in that certain document
Entitled:
Dated:
Regulatory Agreement and Declaration of Restrictive Covenants December 15, 2020
Executed by:
Recording Date:
Recording No.:
Riverwalk Imperial, LP, a California limited partnership and the City of Galexico, a Galifomia municipal corporation
---~2020
----~ Official Records
Reference is hereby made to said document for full particulars.
END OF SCHEDULE B • PARTII
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
CL TA Standard Coverage Polley - 1990 (04/08/2014)
Pages
Printed: 12.16.20 @08:05 PM
CA-CT-FWIN-02180.055730-SPS-72067-1-7102020458
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA
EXCLUSIONS FROM COVERAGE
The follov.ing matters are expressly excluded from the cov.erage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation {including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (II) the character, dimensions or location of any Improvement now or hereafter erected on the land, (Ill) a separation In ownership or a change In the dimensions or area of the land or any parcel of whicl) the land Is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the publlc records at Date of Policy. (b) Any governmental pollce power not excluded by (a) above, except to the extent that notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a v!olation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded In the public records at Date of Policy, but created, suffered, assumed or agreed to by the Insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known ta the Insured claimant and not disclosed In writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting In loss or damage which would not have been sustained if the Insured claimant had paid value for the Insured mortgage or for the estate or interest insured by this policy. •
4. Unenforceability of the lien of the Insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and Is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creaUng the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.
CONDITIONS AND STIPULATIONS
1. DEFINITION OF TERMS
The following terms when used In this policy mean:
(a) ainsured•: the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed lo the interest of the named Insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. The term ainsured· also includes:
(I) the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the indebtedness except a successor who is an obliger under the provisions of Section 12(c) of these Conditions and Stipulations (reselifing, however, all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless the successor acquired the indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by this policy as affecting title to the estate or Interest In the land); (Ii) any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the Indebtedness secured by the Insured mortgage, or any part thereof, whether named as an insured herein or not;
(iii) the parties designated in Section 2(a) of these Conditions and Stlpu(atlons. (iv) Subject to any rights or defenses the Company would have had against the named Insured, {A) the-spouse of an insured who receives title to the land because of dissolution of marriage, (8) the trustee or successor trustee of a trust or any estate planning entity created. for the lns red to whom or to which the insured transfers title to the land after the Date of Policy or (C) the beneficiaries of such a trust upon the death of the Insured.
(b) "Insured claimant": an insured claiming loss or damage. (c) "Insured lender": the owner of an insured mortgage, (d) •insured mortgage•: a mortgage shown In Schedule 8, the av-mer of which Is named as an insured In Schedule A. (e) "knowledge" or •known": actual knowledge, not constructive knowledge or notice which may be Imputed ta an Insured by reason of the public records as defined in this policy or any other records which Impart constructive notice of matters affecting the land. (f) •Iand": the land described or referred to in Schedule A, and Improvements affixed thereto which by law constitute real property. Toe tenn "land• does not Include any property beyond the lines of the area described. or referred to In Schedule A, nor any right, title, Interest, estate or easement ln abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or llmlt the extent ta which a right of access to and from the land Is Insured by this policy. {g) "mortgage": mortgage, deed of trust, trust deed, or other security instrument This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (I) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
CL TA Standard Coverage Polley - 1990 (04/08/2014)
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CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA {continued)
(h) •publlc records•: records established under state statutes at Date of Policy for the purpose of Imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (I) •unmarketability of the title•: an alleged or apparent matter affecting the title ta the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable UUe.
2. CONTINUATION OF INSURANCE
(a) After Acquisition of Title by Insured Lender.
If this policy Insures the owner of the indebtedness secured by the Insured mortgage, the coverage of this policy shall continue in force as of Date of Policy in favor of (i) such insured lender who acquires all or any part of the estate or interest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; (II) a transferee of the estate or interest so acquired from an Insured corporation, provided the transferee Is the parent or wholly-av.med subsidiary of the Insured corporation, and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor insureds; and 011) any governmental agency or governmental Instrumentality which acquires all or any part of the estate or interest pursuant to a contract of insurance Or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage. (b) After Conveyance of Title by an Insured.
The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the Insured retains an estate or Interest in the land, or holds an Indebtedness secured by a purchase money mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of covenants of warranty made by the Insured In any transfer or conveyance of the estate or interest. This policy shall not continue In force In favor of any purchaser from an Insured of either (i) an estate or interest in the land, or (ll) an Indebtedness secured by a purchase money mortgage given to an Insured. (c) Amount of Insurance.
The amount of insurance after the acquisition or after the conveyance by an insured lender shall in neither event exceed the least of:
{i) The amount of insurance stated in Schedule A;
(ii) The amount of the principal of the Indebtedness secured by the Insured mortgage as or Date of Polley, Interest thereon, expenses of foreclosure, amounts advanced pursuant to the Insured mortgage to assure compliance YJith laws or to protect the lien of the Insured mortgage prior to the time of acquisition of the estate or interest In the land and secured thereby and reasonable amounts expended to prevent deterioration of Improvements, but reduced by the amount of all payments~made; or (iii) The amount paid by any governmental agency or governmental instrumentality, if the agency or the instrumentality is the insured claimant, in the acquisition of the estate or interest In satisfaction of its insurance contract or guaranty.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
An insured shall notify the Company promptly in writing (i) In case of any litigation as set forth in 4(a) below, (ii) in ca.se knowledge shall come to an Insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or the lien of the insured mortgage, as Insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest or the lien of the insured mortgage, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to that insured all liability of the Company shall tenninate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice.
4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE {a) Upon written request by an insured and subject to the options contained in Section 6 of these CondlUons and Stlpulatlons, the Company, at its own cost and without unreasonable delay, shall provide for the defense of such Insured in litigation In which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action aUeglng a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of such insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be llable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses Incurred by an insured in the defense of those causes of action which allege matters not Insured against by this policy.
(b} TI:ie Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as Insured, or to prevent or reduce loss or damage to an insured. The Company may take any appropriate action under the tenns of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently, (c) Whenever the Company shall have brought an action or inteiposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation ·to final detennination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.
This Is a PROFORMA Polley. It does not reflect the present state of the Title and is not a commitment to {i) insure the Title or {ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
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'
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA {d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, an Insured shall secure to the Company the right to so prosecute or provide defense In the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such insured for this purpose. Whenever requested by the Company, an insured, at the Company's expense, shall give the Company all reasonable aid (I) In any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured. If the Company is prejudiced by the fallure of an Insured to furnish the required cooperation, the Company's obligations to such insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such.cooperation.
5, PROOF OF LOSS OR DAMAGE
In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by each Insured claimant shall be furnished to the Company within ninety {90) days after the Insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect In, or lien or encumbrance on the title, or other matter Insured against by this policy which constitutes the basis of loss or damage and shall sfate, to the extent possible, the basis of calculatlng the amount of the loss or damage. If the Company Is prejudiced by the failure of an Insured claimant to provide the required proof of loss or damage, the Company's obligations to such insured under the policy shall terminate, Including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or .damage.
In addition, an Insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, Inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by an insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, In the reasonable judgment oF the Company, it is necessary In the administration of the claim. Failure of an insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary Information from third parties as required in this paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that insured for that claim.
6, OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the follOVJing additional options:
(a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) to pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay; or
(II) ln case loss or damage Is claimed under this policy by the owner of the Indebtedness secured by the insured mortgage, to purchase the Indebtedness secured by the Insured mortgage for the amount owing thereon together with any costs, attorneys' fees and expenses Incurred by the Insured clalmant which were authorized by the Company up to the time of purchase and which the Company is obligated to pay.
If the Company offers to purchase the indebtedness as herein provided, the owner of the Indebtedness shall transfer, assign, and convey the Indebtedness and the insured mortgage, together with any collateral security, to the Company upon payment therefor.
Upon the exercise by the Company of the option provided for In paragraph a(I), all liability and obligations to the Insured under this policy, other than to make the payment required In that paragraph, shall terminate, including any liabllity or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation.
Upon the exercise by the Company of the option provided for in paragraph a(ii} the Company's obligation to an insured lender under this policy for the claimed loss or damage, other than the payment required to be made, shall terminate, Including any liability or obligation to defend, prosecute or continue any litigation.
(b) To Pay or Otherwise Settle with Parties Other than the Insured or With the Insured Claimant. {i) to pay or otherwise settle with other parties for or ln the name of an Insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured claimant the loss or damage provided for under this poUcy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in paragraphs b(i) or b(ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall tenninate, including any liability or obligation to defend, prosecute or continue any litigation.
This is a PROFORMA Policy. It does not reflect the present state of the Tme and is not a commitment to (I) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
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CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA (continued)
7. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy to an insured lender shall not exceed the least of:
(I) the Amount of Insurance stated in Schedule A, or, if applitable, the amount of Insurance as defined In Section 2{c) of these Conditions and Stipulations;
(ii) the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage insured against by this policy occurs, together with Interest thereon; or Qii} the difference between the value of the insured estate or Interest as insured and the value of the insured estate or Interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Insured lender has acquired the estate or Interest In the manner described In Section 2(a) of these Conditions and Stipulations or has conveyed the title, then the llabllity of the Company shall continue as set forth In Section 7{a) of these Conditions and Stipulations.
(c) The liability of the Company under this policy to an Insured owner of the estate or Interest In the land described In Schedule A shall not exceed the least of:
(I} the Amount of Insurance stated In Schedule A; or,
(ii) the difference between the value of the insured estate or Interest as insured and the value of the Insured estate or Interest subject to the defect, llen or encumbrance insured against by this policy. (d) The Company will pay only those costs, attorneys' fees and expenses incurred In accordance with Section 4 of these Conditions and Stipulations.
8. LIMITATION OF LIABILITY
(a) If the Company establishes the tltle, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, or other.Mse establishes the lien of the insured mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obllgatlons with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, or, if applicable, to the lien of the insured mortgage, as insured. (c) The Company shall not be liable for loss or damage to any Insured for liability voluntarily assumed by the insured In settling any claim or suit \Nithout the prior written consent of the Company.
(d) The Company shall not be liable to an insured lender for. (I) any Indebtedness created subsequent to Date of Policy except for advances made to protect the lien of the Insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of improvements; or {ii} construction loan advances made subsequent to Date of Policy, except construction loan advances made subsequent ta Date of Policy for the purpose of financing In whole or In part the construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy.
9. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY (a) All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of Insurance pro tanto. However, as to an insured lender, any payments made prior to the acquisition of title to the estate or interest as provided in Section 2(a} of these Conditions and Stipulations shall not reduce pro tanto the amount of Insurance afforded under this pollcy as to any such insured, except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in part by any person of the principal of the indebtedness, or any other obllgatlon secured by the insured mortgaQe, or any voluntary partlal satisfaction or release of the Insured mortgage, to the extent of the payment, satisfaction or release, shall reduce the amount of Insurance pro tanto. The amount of insurance may thereafter be increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby, with interest thereon, provided in no event shall the amount of Insurance be greater than the Amount of Insurance stated in Schedule A.
(c} Payment in full by any person or the voluntary satisfaction or release of the insured mortgage shall terminate all liability of the Company to an insured lender except as provided In Section 2(a) of these Conditions and Stipulations.
10. LIABILITY NONCUMULATIVE
It Is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to In Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner.
The provisions of this Section shall not apply to an insured lender, unless such Insured acquires title to said estate or Interest in satisfaction of the Indebtedness secured by an insured mortgage.
This is a PROFORMA Policy. It does not reflect the present state of the Title and Is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commibnent must be an express written undertaking on appropriate forms of the Company.
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CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA ( continued)
11. PAYMENT OF LOSS
(a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, In which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter.
12. SUBROGATION UPON PAYMENT OR SETTLEMENT
(a) The CompanY:s Right of Subrogation,
Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shaU vest in the Company unaffected by any act of the Insured claimant.
The Company shall be subrogated to and be entitled ta all rights and remedies which the insured cialmant wourd have had against any person or property In respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary In order to perfect thls right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the riame of the Insured claimant In any transaction or litigation Involving these rights or remedies.
If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated {i) as to an insured owner, to all rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss; and (ii) as to an insured lender, to all rights and remedies of the Insured claimant after the Insured claimant shall have recovered its principal, interest, and costs of collection.
If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be "required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the Impairment by the insured clalma!1,t of the Company's right of subrogation, (b) The lnsured"s Rights and Limitations,
Notwithstanding the foregoing, the owner of the Indebtedness secured by an Insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or other.vise modify the terms of payment, or release a portion of the estate or interest from the lien of the Insured mortgage, or release any collateral security for the Indebtedness.
When the permitted acts of the Insured claimant occur and the Insured has knowledge of any claim of title or interest adverse to the title to the estate or Interest or the priority or enforceability of the lien of an insured mortgage, as insured, the Company shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impalnnent by the Insured claimant of the Company's right of subrogation. (c) The Company's Rights Against Non•lnsured Obligors.
The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bands, notwithstanding any terms or conditions contained In those Instruments which provide for subrogation rights by reason of this policy.
The Company's right of subrogation shall not be avoided by acquisition of an Insured mortgage by an obliger {except an obllgor described In Section 1(a)(li) of these Conditions and Stipulations) who acquires the Insured mortgage as a result of an Indemnity, guarantee, other policy of insurance, or bond and the obliger will not be an Insured under this policy, notwithstanding Section 1(a)Q) of these Conditions and Stipulations.
13. ARBITRATION
Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and' the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach cir a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is One Million And No/100 Dollars ($1,000,000) or less shall be arbitrated at the option of either the Company or tQe insured. All arbitrable matters when the Amount of Insurance Is in excess of One Million And No/100 Dollars ($1,000,000) shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration Is made or, at the option of the Insured, the Rules In effect at Date of Polley shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees ta a prevalllng party. Judgment upon the award rendered by the Arbitrator{s) may be entered In any court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration uncfer the Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a} This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the lien of the insured mortgage or of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice· President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company.
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
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ATTACHMENT NO. 5
CERTIFICATE OF COMPLETION
FORM OF CERTIFICATE OF COMPLETION
I, the City Manager of the City of Calexico ("City"), hereby certify as follows:
Section I. The Project, required to be constructed in accordance with that certain Affordable Housing Grant and Indemnity Agreement ("Agreement") dated December 14, 2020 by and among the City, Mirka Investments, LLC, Rohen LLC, and Riverwalk Imperial LP ("Grantee") on certain real property, as more specifically described in the Agreement ("Property"), has been completed in accordance with the provisions of the Agreement.
Section 2. This Certificate of Completion shall constitute a conclusive determination by the City of Grantee's satisfaction of its obligation under the Agreement to complete the rehabilitation of the improvements on the Property, excluding any normal and customary tenant improvements and minor building "punch-list" items, to prepare the Property for use as Permanent Housing. The Agreement is an official record of the City and a copy of the Agreement may be ·inspected in the office of the City Clerk located at 608 Heber Avenue, Calexico, CA 92231, during the regular business hours of the City.
DATED AND ISSUED this __ calendar day of ________ _
____ __, City Manager
8121 l.00111\33535879.l
•
CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA (continued)
15. SEVERABILITY
In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain In full force and effect.
16. NOTICES, WHERE.SENT
All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at:
Chicago Title Insurance Company
P.O. Box 45023
JacksonvUle, FL 32232-5023
Attn: Claims Department
END OF CONDITIONS AND STIPULATIONS
This is a PROFORMA Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) Issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.
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CA-CT-FWIN-02180.055730-SPS-72067-1-7102020458
ATTACHMENT NO. 7
Recording requested by (name):
C ·r, ~ of- Cc.lek1 cc.
When recorded mail to and mail tax statements to:
Recorded in Official Records, IMPERIAL COUNTY
CHUCK STOREY
COUNTY CLERK/RECORDER
STC STEWART TITLE COMPANY
Doc#: 2022008082
' 1i ii Iii ll!lillij I! I . ] :1 :: nn1 1 t Iii * $ R O O O O 4 7 9 5 9 0 $ * Recorder's Use Only
Title of Document
Titles:
Fees
04/0612022
03:12 PM
lsabelVargas
Pages: 25
NO FEE
Commencing January I.2018. and except as provided in paragraph l2) GC 27388. L in addition to any other recording foes specified in this code, a foe of .sevcmy-five dollars ($75) shall be paid at the time of recording of cve1y real estate instrnment~ paper. or nNicc- required or permined by law to be recorded. except those expressly exempted from payment ofrecor<Jing foes. per each single transaction per parcel of real property. The fee imposed by this section shall not e'<ceed two hundred twenty-f.ivt dollars (S225). ··Real estate instrument. paper. or notice·· means a document relating !() Tt!al property. including, but nor limited to, the following: deed. grant deed. trustec-~s deed~ deed of trust~ reconvcy:mce, quit claim d~ed, fictitious deed of trust. assignmem of deed of trust~ reqm.·st for notice uf default": abstract of judgment subordination agreement. declaration of homestead. abandonment of homestead. notice of default', release or discharge. easement, notice of tru$h!e sale, notice of completion. UCC financing statement. mechunic·s lien. maps: and covenants~ conditions, and restrictions. Pursuant to GC section 27388.1 (2) the f~e described in paragraph (l) shall not be imposed on any ofrhe fbllowing documents:
Reason for Exemption:
□ Any real estate instrument. paper. or notice recorded in connection with a transfer subject to the imposition of a documentary mmsfor tm.: as defined in Section l 191 I of the Revenue and Taxation Code. □ Any real estate instntment, paper, or notice recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupier.
iJ Any real estate instrument, paper, or notice executed or recorded by the federal government in accordance with the Uniform Federal Lien Registration Act (Title ?(commencing with Section 2100) of Part4 of the Code of Civil Procedure). 0 Any real estate instntrnent, paper, or notice executed or recorded by the state or any county, municipality, or other political subdivision of the state.
0 Exempt from fee per GC 27388.1 (a) (I); fee cap of$225.00 reached. 0 Exempt from fee per GC 27388.1 (a)(!); not related to real prope,ty.
I hereby declare under penalty of perjury that the information provided above is true and correct. at 1: l Cent-ro
CITY STATE
SIGNATURE PRINT NAw/»i ( ~ t,J-i ~ Documentary Transfer Tax: S _____ If exempt, enter R&T code: ____ _ __ Computed on full value oftbe property conveyed
__ Computed on full value Jess liens & encumbrances remaining thereon at time of sale. __ Unincorporated Area City of ________ _
Signature of declaranl or agent determining tax
MAIL TAX STATEMENT AS DIRECTED ABOVE
RECORDING REQUESTED BY
AND RETURN TO:
City. of Calexico
City Hall
608 Heber Avenue
Calexico, California 92231
NO FEE FOR RECORDING PURSUANT
TO GOVERNMENT CODE
SECTIONS 6103 AND 27383
APN: 058-346-001 and 058-356-007
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
(Use, Income, and Rent Restrictions)
THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the "Agreement"), dated and effective December 15, 2020 ("Effective Date"), is made by Riverwalk Imperial, LP, a California limited partnership (the "LP"); Roben LLC, a California limited liability company ("Roben"); Mirka Investments, LLC, a California limited liability company ("Mirka); 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 City of Calexico, a California municipal corporation (the "City").
RECITALS
A. As set forth in that certain grant deed dated as of December 11, 2020, and recorded on December 18, 2020 in the Official Records of the County-Clerk Recorder for the County of Imperial, in the State of California, the LP owns that certain real property commonly known as 801 SOUTH IMPERIAL AVENUE, CALEXICO, CA 92231, APN# 058-346-001 and 18 LINCOLN STREET, CALEXICO, CA 92231, APN# 058-346-007 (collectively referred to herein as the "Real Property"), which Real Property is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference. The Real Property is currently improved with a hotel, an extended stay improvement, and other assets (the "Development" or "Improvements," and, together with the Real Property, the "Property").
B. Roben and Mirka's affiliate are co-general partners of the LP.
C. The City, Roben, and Mirka (each, a "Co-Sponsor," and collectively, the "Sponsor") entered into an agreement (20-HK-00113) with the Department of Housing and Community Development, a public agency of the State of California ("Department"), dated December 11, 2020 (the "Standard Agreement"), under the Department's Homekey Program ("Homekey" or "Program").
D. The statutory basis for the Program is Health and Safety Code section 50675.1.1.
Assembly Bill No. 83 (2019-2020 Reg. Sess.) added sections 50675.1.1 and 50675.1.2 to the Multifamily Housing Program ("MHP" or "MHP Program") (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division .31 of the Health and Safety Code). Health and Safety Code section 50675.1, subdivision (d) authorizes the Department to administer the MHP Program.
E. The Department issued a Notice of Funding Availability ("NOFA") for the Program on July 16, 2020. The NOFA incorporates by reference the MHP Program, as well as the MHP Final Guidelines ("MHP Guidelines"), dated June 19, 2019, both as amended and in effect from time to time. The NOFA states that the Homekey grant funds are derived primarily from Coronavirus Relief Fund ("CRF") money received from the U.S. Department of the Treasury. The CRF was established by the federal Coronavirus Aid, Relief, and Economic Security (CARES) Acf(Public Law No. 116- 136).
F. The MHP Program, the NOFA, the MHP Guidelines, the federal CARES Act, and the Standard Agreement comprise !he "Program Requirements." G. Pursuant to !he terms of !he Standard Agreement, the Department agreed to provide the Sponsor with a grant under !he Program (the "Grant") in an amount not to exceed $6,657,266.00, which amount includes $5,900,000.00 for capital expenditures and $757,266.00 for a capitalized operating subsidy.
H. The Standard Agreement requires the Sponsor to acquire the Property, and to ensure that it shall be used to provide decent, safe, and sanitary Permanent ..
Housing (as defined below) for households that are experiencing homelessness or that are at risk of homelessness, as defined in Part 578.3 of Title 24 of the Code of Federal Regulations, and, because of that and for other reasons, are or have been impacted by the COVID-19 pandemic (the "Target Population"). For purposes of this Agreement, "Permanent Housing" is defined in accordance with the NOFA and means a housing unit where the landlord does not limit length of stay in the housing unit, the landlord does not restrict the movements of the tenant, and the tenant has a lease and is subject to the rights and responsibilities of tenancy.
I. A material purpose of this Agreement is to regulate and restrict the use, occupancy, rents, operation, ownership, and management of the Property in compliance with the Program Requirements.
J. Declarants acknowledge and agree that the Department is an express third party• beneficiary of this Agreement, that the Department has made the Grant in reliance on this Agreement, and that the Department has a direct right of enforcement against the Declarants in the event of the Declarants' breach, default, or other noncompliance under this Agreement, which right is exercisable in the Department's sole and absolute discretion.
AGREEMENT
NOW, THEREFORE, in consideration of the Grant, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Declarants hereby jointly and severally declare, covenant, and agree as follows:
1. Recitals and Definitions. The recitals are true and correct, and they are hereby incorporated into this Agreement as though set forth in full herein.
2. Use Covenants. Declarants declare and covenant that the Development shall comply with the Program Requirements, and shall include, at a minimum, the number and size of units that are •described in Exhibit B, attached hereto and incorporated herein by this reference. Declarants further declare that the Development shall be subject to the occupancy, income, and rent restrictions that are set forth and more fully specified in said Exhibit B and this Agreement. The Property shall be rented to and occupied by the Target Population in accordance with the terms of this Agreement and the Program Requirements.
3. Rental Restrictions. Each of the units of the Development ("Dwelling Unit'') shall comply with the following requirements:
(a.) During the Permanent Housing Period (as defined below), the Dwelling Unit is occupied in compliance with Program Requirements. (b.) Where the household is "al risk of homelessness," that household's gross annual income shall not exceed 30 percent of area median income ("AMI"), as published by the Department or by the California Tax Credit Allocation Committee ("TCAC"), and as applicable to the County of Imperial. In. the event that the Department no longer publishes such determinations, the income limits shall be calculated as 30 percent of the AMI for the County of Imperial, as published by the U.S. Department of Housing and Urban Development ("HUD"), or any successor thereto. (c.) The maximum allowable monthly rent for the Dwelling Units paid by the occupant shall not exceed one-twelfth (1/12) of thirty percent (30%) of the income limit for Extremely Low Income Households for Imperial County, as reported by the Department in the annual State Income Limits Memorandum issued by the Department pursuant to California Health and Safety Code Section 50093, based on the number of bedrooms in the unit, or by TCAC, and as applicable to the County of Imperial. In the event that the Department no longer publishes such determinations, the income limits shall be calculated as 30 percent of the AMI for the County of Imperial, as published by HUD, or any successor thereto.
4. Covenants Run with the Land. The Property is hereby held and shall at all times hereafter continue to be held, conveyed, hypothecated, encumbered, leased, rented, used, and occupied subject lo these covenants, conditions, restrictions, and limitations. All of the foregoing covenants, conditions, restrictions, and limitations are intended lo constitute both equitable servitudes and covenants running with the land. Declarants expressly acknowledge and agree that the covenants are reasonable restraints on Declarants' right to own, use, operate, maintain, encumber, and transfer the Property, or any portion thereof or any estate or interest therein, and are not and shall not be construed lo be an unreasonable restraint on alienation. Each and every contract, deed, encumbrance, or other instrument hereafter executed covering, encumbering, or conveying the Property, or any portion thereof or interest therein, shall be held conclusively lo have been· executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth or otherwise referenced in such contract, deed, or other instrument.
5. Term. The covenants in this Agreement shall be binding, effective, and enforceable commencing upon the Effective Date of this Agreement, and they shall continue in full force and effect for a period of fifty-five (55) years after the date of recordation of this Agreement (the "Permanent Housing Period"), regardless of any sale, assignment, transfer, or conveyance (including, without limitation, by foreclosure sale) of the Property or any portion thereof.
6. Successors. The provisions herein shall run with the land and inure to, and be binding upon, future owners of the Property. Upon any sale, assignment, transfer, or conveyance of the Property or any portion thereof, and except as otherwise expressly provided to the contrary herein, the new fee owner shall assume and be responsible for all burdens and obligations of the Declarants under this Agreement.
Declarants shall at all times remain responsible for incidents or conditions that arise or occur during the term of their ownership or control of the Property.
7. City Review and Inspection.
a. The City or its designee has the right, at any time during the term of this Agreement, upon reasonable notice, to enter and inspect the Property, and to inspect all records pertaining to the rehabilitation, development, management, and operation of the Property. Upon request by the City, the Declarants shall notify the residents of upcoming inspections in accordance with applicable law.
b. At the City's request, the Declarants shall provide, at Declarants' expense, a special audit of the activities funded by the Grant (e.g., delivery of the supportive services that were represented and described in the application for Homekey funds). Such audit shall be certified by an independent certified public accountant. The City has the right to perform, or to cause, audits of any and all phases of the Declarants' activities related to the Grant. c. The City has the right to request any other information that it deems necessary to monitor compliance with the covenants and other requirements set forth in this Agreement and in the Standard Agreement.
The Declarants shall provide such requested information within fourteen (1°4) calendar days of the City's-written request for the information. ------ ------------
8. Department Review and Inspection.
a. At any -time during the term of this Agreement, the Department or its designee may, but is not obligated to, upon reasonable notice, enter and inspect the Property, and inspect all records pertaining to the rehabilitation, development, management, and operation of the Property. Upon request by the Department, the Declarants shall notify the residents of upcoming inspections in accordance with applicable law.
b. The Department may request, and the Declarants shall provide at Declarants' expense, a special audit of the activities funded by the Grant (e.g., delivery of the supportive services that were represented and described in the application for Homekey funds). Such audit shall be certified by an independent certified public accountant. The Department may, but does not have the obligation to, perform or cause audits of any and all phases of the Declarants' activities related to the Grant. c. The Department may, but is not obligated to, request any other information that it deems necessary to confirm compliance with the covenants and other requirements set forth in this Agreement and in the Standard Agreement.
The Declarants shall provide such requested information within fourteen (14) calendar days of the Department's written request for the information. d. The Department shall not, by the fact of making or not making any such entries or inspections, or by taking or failing to take any action in response· thereto: (i) incur or undertake any obligation, duty, or liability whatsoever, whether to the Declarants, to the City, or to any other person or entity; (ii) be deemed as approving or disapproving any matter, action, incident, or condition related to the Property or the Development; or (iii) be deemed as approving or disapproving any matter related to the compliance of the Property or the Development with the Program Requirements or other applicable laws. In no event or circumstance shall the Department's exercise or non-exercise of its discretion under this paragraph constitute, or be deemed or interpreted as constituting, any termination, limitation,_ alteration, or waiver by the Department of any right, benefit, or remedy under or with respect to this Agreement.
9. Adaptability and Accessibility. The Property shall comply with all applicable federal, state and local laws regarding adaptability and accessibility in the design, construction and rehabilitation of residential projects for persons with disabilities.
10. Nondiscrimination. Declarants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, . marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Declarants shall ensure that the evaluation and treatment of employees and applicants for employment are free from such discrimination and harassment. Declarants shall comply with all federal and state laws against discriminatory practices relating to specific groups, including Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794); the Americans with Disabilities Act of 1990 (ADA) (42 U.S.C. § 12101 et seq.); the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions·of Article 9.5, Chapter 1, Part 1, Division 3, Title2 of the Government Code (Gov. Code,§§ 11135 - 11139.5). Each Declarant shall give written notice of its obligations under this provision to labor organizations with which it has a collective bargaining or other agreement.
11.Acknowledgment of the Pet Friendly Housing Act of 2017. Declarant acknowledges that the Pet Friendly Housing Act of 2017 (Health & Safety Code, §50466) requires each housing development, if it is financed on or after January 1, 2018 pursuant to Division 31 of the Health and Safety Code, to authorize a resident of the housing development to own or otherwise maintain one or more common household pets within the resident's dwelling unit, subject to applicable state laws and local governmental ordinances related to public health, animal control, and animal anti-cruelty.
12.Occupancy. The Dwelling Units shall be in decent, safe, and sanitary condition at the time of their occupancy. In addition, the Declarant shall certify, upon occupancy, that it will employ the core components of Housing First (set forth at Welfare and Institutions Code section 8255) as part of its tenant selection and property management practices.
' .
a. Tenant Selection Policies and Criteria. The Declarant shall adopt written tenant selection policies and criteria that
i. are consistent with the purpose of providing Target Population assistance and affordable Permanent Housing;
ii. are.reasonably related to tenant eligibility and ability to perform the obligations of the lease for a Dwelling Unit;
iii. subject to applicable fair housing laws, give reasonable preference and consideration to the housing needs of households residing in the City of Calexico, including those that are involuntarily displaced by natural disaster, or by activities of the City, including but not limited to priority placement on a written waiting list of available units; iv. subject to applicable fair housing laws, give reasonable preference and consideration to the housing needs of households residing in, employed in, or offered employment in the City of Calexico, including but not limited to priority placement on a written waiting list of available units;
v. provide for the selection of tenants from a written waiting list in the chronological order of their application subject to Sections S(a)(iii) and S(a)(iv), insofar as is practicable;
vi. give prompt written notice to any rejected applicant of the grounds for rejection;
vii. provide for at least fifty-eight (58) of the fifty-nine (59) units in the Project to be available for occupancy on a continuous basis as Permanent Housing at an affordable rent; and
viii. do not give preference to any particular class or group of persons in leasing or renting the units, except as provided in Sections S(a)(iii) and S(a)(iv) and to the extent that a tenant must be income-qualified. b. Property Management. Declarant shall manage or cause the Project, and all appurtenances thereto that are a part of the Project, to be managed in a prudent and business-like manner, consistent with good property management standards for other comparable first quality, well-managed affordable rental housing projects in the County of Imperial. i. Declarant may contract with a property management company or property manager, to operate and maintain the Project; provided, however, the selection and hiring of the Property Manager (and each successor or assignee) is and shall be subject to prior written approval of the City Manager (or designee), which approval shall not be unreasonably withheld, conditioned, or delayed.
ii. The Property Manager shall manage the Project, the tenant selection requirements, and the definitions relating to income contained herein and in the Standard Agreement. The Property Manager shall be responsible for management of the Project, including, without limitation, the selection of tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security.
iii. The City shall bear no responsibility for the management or operation of the Project or the Property.
iv. Declarant shall conduct due diligence and background evaluation of any potential third-party property manager or property management company to evaluate experience, references, credit worthiness, and related qualifications as a property manager. Any proposed property manager shall have significant and relevant prior experience with affordable housing projects and properties comparable to the Project and the references and credit record of such property
manager/company shall be investigated (or caused to be
investigated) by Declarant prior to submitting the name and qualifications of such proposed property manager to the City Manager for review and approval.
v. A complete and true copy of the results of such background evaluation shall be provided to the City Manager upon request. vi. The replacement of a Property Manager by Declarant and/or the selection by Declarant of any new or different Property Manager during the Term shall also be subject to the foregoing· requirements, except in the case of temporary management by a lender or limited partner of Declarant, which shall be immediately submitted to City for approval and will not last longer than is reasonably necessary to locate a suitable replacement property manager, but in no event shall such temporary management continue for longer than 60 days.
13. Restrictions on Sales, Transfers, and Encumbrances. Declarant shall not, for · the duration of the Standard Agreement, sell, assign, transfer, or convey the Project, or any interest therein or portion thereof, without the express prior written approval of the Department. In addition, unless otherwise authorized by the prior and express written approval of the Department, this Regulatory Agreement and Agreement shall be recorded as a lien against the Project in first position, and shall remain in first position over all other Project agreements, covenants or other matters of record on the Real Property for the Term of this agreement.
14. Retention, Inspection, and Audit of Records. Declarant shall retain all records for a period of five (5) years after the expiration of the Standard Agreement, unless a longer retention period is stipulated. If any litigation, claim, negotiation, audit, monitoring, inspection or other action commences with respect to the Project during this required retention period, all records must be retained until a full and final resolution of the action.
a. The City shall have the right to review, obtain, and copy all records pertaining to performance under this Regulatory Agreement and Agreement. Declarant shall provide any relevant information requested, and shall permit access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees and inspecting and copying books, records, accounts, and other relevant material.
b. In the event that the Department performs or causes to be performed a financial audit of any and all phases of the Project, and the Declarant provides a financial audit prepared by a certified public accountant pursuant to the terms of the Standard Agreement, and there are audit findings, the Declarant shall provide a copy of any detailed response delivered to the Department to the City as well.
c. If directed by the Department, upon the termination or expiration of the Standard Agreement, to deliver all records, accounts, documentation, and other materials that are relevant to the Standard Agreement to the Department, the Declarant shall offer a copy of all such records, accounts, documentation, and other materials to the City as well.
15. Compliance with State and Federal Laws, Rules, Guidelines, and Regulations. Declarant agrees to comply with all state and federal laws, rules, guidelines, and regulations that are applicable to the Project, including those that pertain to construction, health and safety, labor, fair employment practices, and equal opportunity.
16. Updated Information. If there is any change in the information that has been provided to the City, Declarant shall promptly provide the City with updated documentation (e.g., updated sources and uses).
17. Litigation. Declarant shall notify the City immediately of any claim or action undertaken by or against it which affects or may affect this Regulatory Agreement and Agreement or the City, and shall take such action with respect to the claim or action as is consistent with the terms of this Regulatory Agreement and Agreement, the Homekey Program requirements, the interests of the City, and the objectives of the Homekey Program.
18.Arnendrnent. Modification. Neither the Declarants nor the City shall amend, modify, waive, or release this Agreement, or any part of this Agreement, without the prior and express written consent of an authorized representative of the Department, which consent may be conditioned or delayed in the Department's sole and absolute discretion. Any amendment, modification, waiver, or release without the prior and express written consent of the Department shall be void.
19. No Waiver. No waiver of any· breach, violation of, or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach or violation thereof or default thereunder. The City's failure, at any time, to enforce the provisions of this Agreement or to require the Declarant's performance under this Agreement shall in no way be construed as a Waiver of such provisions or performance, and it shall not affect the validity of this Agreement or the City's right to enforce this Agreement.
20. Notice. Unless otherwise required by applicable law, any notices, demands, or communications between the parties hereto shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail (postage prepaid and return receipt requested), or delivered by express delivery service (with delivery receipt) to the address of the respective party as set forth below, or to such other address as the respective party may have designated by written notice given to the other party in the manner provided herein. Such written notices, demands, and communications shall be effective as of the date shown on the relevant receipt (e.g., date of delivery, date of attempted delivery, date of refusal of delivery).
To City:
City of Calexico
608 Heber A venue
Calexico, CA 92231
Attention: Miguel Figueroa, City Manager
Phone: (760) 768-2177
Email: [email protected];
Copy to:
Best Best & Krieger LLP
74-760 Highway 111, Suite 100
Indian Wells, CA 92210
Attention: Carlos Campos, Esq.
Phone: (760) 568-2611
Email: [email protected]
t
To Grantee:
Riverwalk Imperial LP
c/o Roben LLC
341 West Crown Court
Imperial, CA 92251
Attention: Ray D. Roben, Sr., Manager, CoGeneral Partner Phone: (760) 996-3469
Email: [email protected]
To Mirka:
Mirka Investments, LLC
600 B Street, Ste. 300
San Diego, CA 92101
Attention: Kursat Misirlioglu, Sole Member &
Manager
Phone: (619) 599-3852
Email: [email protected]
To Roben:
Roben LLC
341 West Crown Court
Imperial, CA 92251
Attention: Ray D. Roben, Sr., Manager
Phone: (760) 996-3469
Email: [email protected]
Copy to:
Downs Pham & Kuei LL.P
23 5 Montgomery Street,. 30'h Floor
San Francisco, CA 94104
Attn: Tuan A Pham, Esq.
Phone: (415) 202-6373
Email: [email protected]
Copy to:
Hobson Bernardino + Davis LLP
6060 Center Drive, 10th Floor
Los Angeles, California 90045
Attn: Jason A. Hobson, Esq.
Phone: (213) 235-9191
Copy to:
Downs Pham & Kuei LLP
235 Montgomery Street; 30'h .floor
San Francisco, CA 94104
Attn: Tuan A Pham, Esq.
Phone: (415) 202-6373
Email: [email protected]
21.Defense and Indemnification. Declarants agree to defend, indemnify, and hold harmless the Department and the City, and their respective appointees, agents, employees, and officers, from and against any losses, damages, liabili.tjes, claims, actions, .judgments, court costs, and legal or other expenses (including attorneys' fees) that may arise in connection with Declarants' ownership, operation, and management of the Property or any breach, default, or other non-compliance under this Agreement. If any attorney, including the California Attorney General, is engaged by the Department to enforce, construe, or defend any provision of this paragraph, with or without the filing of any legal action or proceeding, Declarants shall pay to the Department, immediately upon demand, the amount of all attorneys' fees and costs incurred by the Department in connection therewith.
22. Joint and Several Liability. All of the obligations, covenants, and agreements of the Declarants· under this Agreement shall be the joint and several obligations of each constituent Declarant.
23. Compliance. Declarants acknowledge and agree that, at all times, their actions with respect to the Property and pursuant to this Agreement shall be in conformity and compliance with all Program Requirements. Declarants acknowledge and agree that they are familiar with the Program Requirements and that they have consulted with their professional and legal advisors, as necessary, with respect to their obligations in connection therewith.
24. Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Declarants and the City. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby. In the event any term or provision of this Agreement is deemed to be in violation of law, null and void, or otherwise of no force or effect, the remaining terms and provisions of this Agreement shall remain in full force and effect.
25.Counterparts. This Agreement may be executed in identical counterparts, each of which when so executed shall be deemed to-be an original and all of which when taken together shall constitute one and the same agreement.
26.lnterpretation. As used in this Agreement, the masculine, feminine, or neuter gender, and the singular or plural numbers, shall each be deemed to include the other, as required by context. This Agreement shall be construed as a whole. Any captions are for the convenience of the reader, and they are not intended to describe or define the substance of any related provisions in this Agreement. Each party hereby represents and warrants to the others that it has engaged with independent legal counsel to review and participate in the drafting of this Agreement. As such, each party hereby waives the application of any law to the effect that ambiguities are to be construed against the drafting party (including, without limitation, Civil Code section 1654).
27. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.
28.Attorneys' Fees. The prevailing party in any action to enforce this Agreement, including current residents of the Development, shall be entitled to reasonable attorney's fees as determined by the trier of fact in that forum.
29. Recordation of Agreement. Oeclarants shall record this Agreement in the Official Records of the County of Imperial no later than February 28, 2022. The Agreement shall be recorded, and shall remain, as a lien against the Property in first position over all other agreements, covenants, liens, or other matters of record on the Real Property.
[signature pages follow]
ACCEPTED BY:
CITY OF CALEXICO,
a California municipal corporation
Gabn~ ;tJ City Clerk
APPRO ,DAS TO FORM:
IN WITNESS WHEREOF, Declarants have executed this Agreement. effective the day and year first set forth above.
LP. as Dcclarnut
RlYERWALK JMPERIAL, LP,
a California limited partnership
By: "Roben LLC.
By:
a California limited liability company,
its Co-General Partner
By: ____ 7_25z; ;;d'.
Ray Robcn. Manager
Mirkn Hollies AGP. LLC.
a California limited liability company
its Co-General Pa1tner
By:
Kursat Misirlioglu. Chief Executive Officer
By: PSCDC ONE LLC,
a California limited liability company
By: Pacific Southwest Community Development Corporation. a California nonprofit public benefit corporation,
its Manager
By: !!.!~, ·-
Robert W. Laing. / -
l'residcm/Executivc Director
[SIGNATURES CONTJNUE ON FOLLOWJNG PAGE]
I,
(
• '
IN WITNESS WHEREOF, Declarants have executed this Agreement, effective the day and year first set forth above.
LP. as Decfarant
RJVERWALK !MPERIAL,.LP,
a California limited partnership
By: Roben I.LC,
a California limited liability company_.
its Co-General Partner
By: Mirka liollies AGP, LLC,
a Califi.,rnia limited liability company
its Co-Ge el'l.iH'arl
By:
K rsat Misirlioglu, Chief Executive Officer
By: PSCDC ONE LLC,
a California limited liability company
By: Pacific Southwest Community Development Corporation. a California nonprofit public benefit corporation,
its Manager
By:
Robert W. Laing,
President/Executive Director
[SIGNATURES CONTINUE ON FOLLOW[NG PAGE]
ROBEN, as Declarant
RobenLLC,
a California limited liability company,
By:
Ray
7 Roben,
~ Manager
MIRKA. as Declarant
MIRKA HOLLIES AGP, LLC,
a California Ii 1itccUiabffrv companv I c"J. , ,
By: 0
Kursal Misirlioglu,
Chief Executive Ollicer
[SJGNA TURES CONTINUE ON FOLLOWING PAGE]
California All-Purpose Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of th·e 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 F ~ ,,._, 7U ~, '2-0-z.Z.. before me, Deborah L. Milne , Notary Pubfic, personally appeared f<_o~:\:: l.U, L...;:":.j
ice n nee - DESO/WI L. MILNE
-@Maury Pt,;t,\u: • CAUfornie. f i • S4n Ol11tgt1 County J j . . .cammiu.lon:, 2.130193 f My Comm, E.teirfl Jul 12, 2024
who proved to me on the basis of satisfactory evidence
to be the person(a) whose name($) is/are subscribed to
the within instrument and acknowledged 'to me that
he/sl:l6/they executed the same in his/b8fft!leir
authorized capadty(iss). and that by his/heFAAeir
signature(st on th.e 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 for-egoing paragraph is true and correct.
Witness my hand and official seal.
Signature~ ~~
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Though the information bel01.v-is net required by law. it may prove valuable to persons relying on the document and could prevent fraudulent ref!loval and reattachment of this form to another document Description of Attached Document
TitleorTypeofDocument_JJ.::,.h0Z<q~.l"-M J.!ei.fo.~k"J~L2c/J-t¾"d~~~1--c-'-,JYc~,._J,"""'4A,.""'"'¼~}i-'-"'-i;v,.::..:...:rL~ 0 0 +v• ch¼.. ( ol)-l,v,..~ Document Date: __________ =:.., ______ N mber of Pages: __________ _ Signer\s} Other Than Named AbO'l/e: __________________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: __________ _
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Partner - Limited General = Attorney in Fact
Trustee·
Guardian er Conservator
Other: ___________ _
"• Signer is representing: _______ _
RIGHTIHUMBP111NT
OFSIGNER;::
ToP of thumb here
Signer's Name: __________ _
= Individual Carpora!e Officer - Trtle(s): --c---
Partner - Limited General = Attorney in Fact - Trustee
Guardian or Conservator
Otl1er: ___________ _
Signer is representing: _______ _
f!IGHTTHUMBFR!NT
· · OFSlGNER
Tap of thumb here
California AH-Purpose Certificate of Acknowledgment
A notary public or other officer compleilng 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 valldily of that document. .
State of California )
County of SAN Pl £Go J s.s.
On
VI , I GREG KUGLER, NOTARY PUBLIC J/ '-1,LZ." Z.. -z_ before me,---------~-----~ personally appeared ______________________ _
who 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), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
Seal
OPTIONAL INFORMATION -----------
Although the infDITflarion in this section is not' required by law. it could prevent fraudulent removal and reattachment of this aci<now!edgment to an unauthorized document and may prove useful to persons relylng on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of I' es JI•' ""'7 ,-~i I
containing __ pages, and dated ---7/H-f'ry""+-f_.'2,"-""-"_""'ec_~ The signer(s) capacity or authority is/are as:
0 lndividual(s)
D Attomey-ln-fact D Corporate Officer{s) ____________ _ D Guardian/Conservator
D Partner - Limited/General
D Trustee(s)
T!lle{s)
D Other. _______________ _
representing: --------.,.,..---,,------- r-1ame1,1 of~(~; EnL'tf(lai) Sig.'lflr •$ R11:;:reslll'l!li\!i1 Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
D form(s) of identification D credible Witness(es)
Notarial event is detailed In notary journal on:
Page# __ Entry# __
NOtarycontact: ________ _
Other
D AddlUonal Signer D Signer(s) Thumbprints(s)
□-----------
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
-
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of. California }
County of }M (d<Jln.J .
On MuAJlt, ff), ?Dor before me, '7:Jl1,ntlm,.. ;tvta,UA1Ju) I\JOTI,v'\,l,\, pdil I(, Date ""7")._ tLfA ~ ,..-J~, ,';.ere Insert Name and Title of the Officer personally appeared ---~ r~ l_:..:.---e_...,_ _ __.D_~~~~=~~----------------- Name/s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(:,( whose nameM/s/are subscribed to the within instrument and acknowledged to me that ~ey execJied the same in~ authorized capacity_(j.e,!), and that b',ffii,;/IJ.e,llheir slgnature(;;)'on the instrument the person(;,), or the entity upon behalf of which the person(iill1ed, executed the Instrument.
SANDRA MALINAO X
COMM. #2248Bi'9 (J)
NOTARY PUBLIC- CALIFORNIA 0
IMPERIAL COUNTY _.. My Comm. Expires Jury 5, 2022
Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct
WITNESS my hand and official seal.
SlgnaturP dtv/7~ ff)~
Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or _,,,/ fraudulent reattachment of this form to an unintended docume ,..,-· Description of Attached Document
Title or Type of Document: --------------?"c:___ __________ _ Document Date: ----------------7"-'c:___ __ Numberof Pages: ___ _ Signer(s) Other Than Named Above:-------,"'------------------ Capacity(les) Claimed by Slgner(s)
Signer's Name: Signer's Name:
□ Corporate Officer - Title(s): ----+-- □ Partner - □ Limited □ General □ Corporate Officer -·Title(s): ______ _
□ Partner - □ Limited □ General
□ Individual □ Attorney · Fact □ Individual □ Attorney in Fact □ Trustee □ Guard· of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other:
Signer Is Representing: --r'--------- Signer is Representing: _________ _ ©2017 National Notary Association
•
•
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other ofticer completing this ce11ificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfi1iness, accurac . or validit of that document.
STATE OF CALIFORNIA
COUNTY OF IMPERIAL
}
}ss.
On Februarv 0l. 2022 , before me, Veronica Luna-Alvarado. Notarv Public . personally appeared _JMYl!:igg,ts!!Je~IJFj·iggl!u~errro1eas.=:==================-, who proved to me on the basis of satisfactory evidence to be the persoftEsl whose name~Jare. subscribed to the within instrument and acknowledged to me that::h~fshett-hey executed the same· inJiisfuerftheir authorized capacityties-), and that bydfJSlaerltheir signaturet,,t on the instrument the person{s-), or the entity upon behalf of which the person{'s}-actcd, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
SIGNATURE OF NOTARY PUBLIC
0 « C C C # C C o
VERONICA UJN.\•Al.VAR.400 ~ Notary Public• California · • Imperial County f
Commission I 2334!79 -
II<( Ccmm. Expires Oct 6, 202~
(Place Notary Seal Above)
EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
The land referred to is situated in the County of Imperial, City of Calexico, State of California, and is described as follows:
Parcel 1:
Lots 1 through 12, inclusive, Block 3, First Addition to Calexico, in the City of Calexico, County of Imperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder of Imperial County.
Excepting therefrom any manufactured housing unit or commercial coach located on said land.
APN/Parcel ID(s): 058-346-001-000
Parcel 2:
Lot 13, Block 3, First Addition to Calexico, in the City of Calexico, County of Imperial, State of California, according to Map No. 935 on file in the office of the County Recorder of San Diego County, a copy of said map being on file in the office of the County Recorder of Imperial County.
APN/Parcel ID(s): 058-346-007-000
..
EXHIBITS
Unit Mix
0 (Studio) 58
0 (Studio) 1 0 Manager
Total. 59 58
'-,::,1.
ATTACHMENT NO. 8
PROPOSED SITE PLAN
LAND SURVEYOR WILL PREPARE THE NECESSARY SURVEY
LINES NEED TO BE ESTABLISHED OR IDENTIFIED, A REGISTERED ESTABLISHING OR DEPICTING PROPERTY LINES. IF PROPERTY
SHALL NOT BE USED AS A LEGAL DOCUMENT FOR LOCATING,
ARE AN APPROXIMATE AND ASSUMED LOCATION. THIS PLAN
THE PROPERTY OR BOUNDARY LINES SHOWN ON THIS PLAN
PROPERTY BOUNDARY NOTE: CONSTRUCTION DUGGINS PARTNERS IN DEVELOPMENT INC Original Site Plan Approved by City Council on July 27, 2020 under CUP No. 2020-07 (/) 0
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PROJECT: [email protected]~$ IMl@'ii~ll. !Rl~IMl@IQ)~ll.
801 IMPERIAL AVENUE, CALEXICO 92231
SCALE: DATE: DRAWN BY:
AS SHOWN 06/19/2020 G.M.
SHEET CONTENTS: JOB No.
PROPOSED SITE PLAN 2020-039
DRAWING No.
2 /-
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;I -·- :~ .•• _ ... -~-- F\. :... • . ~· . 'i:- ~l- "<d· .-/~_-, .. 341 WEST CROWN COl.ffT, IMPERIAL, CA 92251
PHONB 760.355.5600 • FAX• 760.355.6756
uc.+290934
www.dugglnacoiIBlruclion.com
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DISCLAIMER:
THE DESIGN DEPICTED HEREIN IS THE
EXCLUSIVE PROPERTY OF DUGGINS
CONSTRUCTION, INC. AND WAS
CREATED AND DEVELOPED f'OR USE IN
CONNECTION WITH THIS PROJECT AND CANNOT BE REPRODUCED, COPIED OR
EXHIBITED, WITHOUT PRIOR WRITTEN
CONSENT. COPYRIGHT: 2012
DUGGINS CONSTRUCTION, INC.
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ATTACHMENT NO. 9
• Project Information ••
FORM
FonnType: PWC-100
AWARDING BODY INFORMATION
Name:
Addresa:
PROJECT INFORMATION
Project Name:
Brief Description:
Contract Amount:
Total Project Cost:
AUemativa Model:
Physical Address:
City of Calexico
608 Heber Avenue
catexico,CA 92231
Homes Hotel
Demolition of aUey ta
remove/abandon of existing line lo
the alley and ins1all a new 8"
waterline
$2600000.00
$2600000.00
None Apply
801 S. Jmperial Avenue
Calexico, CA 92231 IMPERIAL
Project Award Date:
Primary Contact:
Primary Email:
Work Phone:
Pioject#:
Contract#:
12/4/2020
Lllllana Falomlr
[email protected]
7607682102
Homekey001
Homekey001
Number of Prime Contractors:
Billing Address: 608 Heber Avenue
Calexico, CA 92231
Project Information 2
PWC-100
Project Name: Hollies Hotel
PROJECT INFORMATION
Project#: Homekey 001 Contract#: Homekey 001 Status: New Submission Project Dates
First Aclvertlsed Bid: 12/4/2020
1/29/2021
Estimated or Actual Start: 12/7/2020
EsUmated or Actual
Completion:
Propositions Will this project receive (or has It received) any funding from Proposition 84 (TOO Safe Drinking Waler, Water Quality and Supply, Rood Control, River and Coastal Protection Bond Act of 2006)? Will this project receive (or has it received) any funding from Proposition 39 (California Clean Energy Jolls Act cf 2012)?
Compliance and Agreements:
Is language lnch.tded In Iha Contract Award to effectuate the requlremenls of Section 1771, 1n4 - 1776, 1m.s. 1813 and 1815 oflhe Labor Code?
wm you operate a DIR-Approved Labor Compliance Program(LCP) for this project? Is there a Project Labor Agreemenl (PLA) associated with this project? Contractor Information
Project Manager
Email Address Name
[email protected] Russell Roben
Ganotal Contractor1
Tille
President
No
No
No
No
No
Worlt.Phone
760-355-5600
CSLB/Certificatc NAME Address Em:ul Class1f1cation
Number
1000002333 DUGGINS CONSTRUCTION INC. 341 CROWN COURT
IMPERIAL. CA 92251
PILE DRIVERS
LABORERS
SURVEYORS
[email protected] OPERATING ENG
TEAMSTER
CEMENT MASONS
PIPE TRADES
ATTACHMENT NO. 10
Project
Job #
Date:
1001 Drafting $ 65,000.00 2001 APCD Fees $ 4,800.00
1002 Estimating $ - 2002 School Fees $ 5,100.00
1003 Rendering $ - 2003 Building Permit Fees $ 17,805.46 1004 Bidding $ - 2004 Bond Fees $ -
2005 IID Fees $ 85,000.00
1101 Foundation Engineering $ 12,000.00 2006 Encroachment Fees $ - 1102 Structural Engineering $ 15,000.00 2007 Demo Permit Fees $ 1,500.00 1103 Electrical Design $ 2,500.00 2008 Caltrans Fees $ - 1104 Mechanical Design $ 2,500.00 2009 Arizona Usage Tax $ - 1105 Architect $ -
1106 Landscape Design $ - 2101 Temporary Power $ -
1107 Title 24 Calculations $ 1,500.00 2102 Temporary Water $ - 2103 Temporary Phone $ -
1201 Site Engineering $ 7,500.00
1202 Offsite Engineering $ - 2201 Temporary Toilets $ 4,500.00 1203 SWPPP $ - 2202 Dumpsters $ 25,000.00
2203 Construction Cleanup $ 15,000.00
1301 Soils Report $ -
1302 Asbestos Survey $ 6,500.00 2301 Insurance $ 30,000.00 1401 Miscellaneous $ - 2401 Superintendent $ 64,000.00
$ 112,500.00 2402 Project Manager $ 48,000.00
2403 Clerical $ -
2501 Temporary Fencing $ 3,000.00
2502 Container Rental $ 2,000.00
2503 Equipment Rental $ 7,500.00
2504 Job Trailer $ 9,000.00
2601 Testing $ -
2602 Special Inspector $ 6,500.00
2603 Utility Locate $ -
2604 Construction Staking $ 3,500.00
2605 Jobsite Security $ -
2606 SWPPP $ -
2701 Soil Poisoning $ -
2801 Subsistence Allowance $ -
2802 Miscellaneous $ -
$ 332,205.46
Architectural Services Government Fees
PLANS AND ENGINEERING GENERAL CONDITIONS
Consultants
Temporary Utilities
Civil Engineering
Sanitation
Soils & Environmental
Insurance
Miscellaneous Project Management
Total Plans & Engineering
Miscellaneous Rental
Quality Control
Soil Poisoning
Miscellaneous
Total General Conditions
Hollies Remodel
0000-000
June 3, 2025
P:\Project Info\2024\2024-011 Hollies Remodel\Correspondence\Contract\Allen Budget\6.3.25 Update\Hollies remodel breakdown rev 6.3.25 Page 1of 3 l)Ci DUGGINS
CONSTRUCTION
P,/li;'r,IO(S z,1 :PN€LOPM€,/'"r
341 W. CROWN COURT IMPERIAL, CA 92251
PHONE 760.355.5600 FAX 760.355.6756
LIC# CA 290934 AZ ROC102684
www.dugginsconstruction.com
Project
Job #
Date:
3001 Demo $ - 4001 Demo $ 15,000.00
3002 Grading $ - 4002 Grading $ 4,500.00
3003 Base & Paving $ - 4003 Base & Paving $ 15,000.00
3004 Striping & Signage $ - 4004 Striping & Signage $ 1,500.00 3005 Traffic Control $ - 4005 Seal Coat $ -
3006 Import/Export $ - 4006 Asphalt Curbs $ -
4007 Parking Bumpers $ -
3101 Sidewalks $ - 4008 Bollards $ -
3102 Curb & Gutter $ - 4009 Import/Export $ -
3103 Driveways $ -
3104 Curbs $ - 4101 Curbs $ 8,000.00
3105 Handicap Ramps $ - 4102 Curb & Gutter $ -
3106 Demo $ - 4103 Sidewalks $ 12,500.00
4104 Trash Enclosure $ -
3201 Sewer $ - 4105 Swales $ -
3202 Water $ - 4106 Concrete Paving $ -
3203 Telephone $ - 4107 Bollards $ -
3204 Electrical $ - 4108 Truck Docks $ -
3205 Gas $ - 4109 Scales $ -
3206 Cable $ - 4110 Demo $ -
3207 Miscellaneous $ -
3208 Storm Drains $ - 4201 Gas $ -
3209 Fire Hydrants $ - 4202 Water $ -
3210 Hot Taps $ - 4203 Sewer $ -
4204 Electrical/Light Poles $ -
3301 Caltrans Works $ - 4205 Telephone $ -
3302 City Light Poles $ - 4206 Septic Systems $ -
3303 Fencing $ - 4207 Storm Drain Systems $ -
3304 Retention Basin $ - 4208 Fire Service $ -
3305 Traffic Control $ - 4209 Fire Hydrants $ -
$ - 4210 Portable Water Systems $ -
4211 Draft Hydrants $ -
4301 Landscaping $ -
4302 Signage $ -
4401 Gates and Controllers $ -
4402 Fencing - Chains Link $ -
4403 Wrought Iron $ -
4404 Masonry $ -
4405 Eco Stone $ -
$ 56,500.00
Grading & Paving Grading & Paving
OFF SITE IMPROVEMENTS SITE IMPROVEMENTS
Concrete
Site Concrete
Utilities
Utilities
Misc Offsites
Total Off Site Improvements
Landscaping
Fencing
Total Site Improvements
Hollies Remodel
0000-000
June 3, 2025
P:\Project Info\2024\2024-011 Hollies Remodel\Correspondence\Contract\Allen Budget\6.3.25 Update\Hollies remodel breakdown rev 6.3.25 Page 2of 3 l)Ci DUGGINS
CONSTRUCTION
P/{/{Y,IO{'S z,1 J>lVELOPMDv'r
341 W. CROWN COURT IMPERIAL, CA 92251
PHONE 760.355.5600 FAX 760.355.6756
LIC# CA 290934 AZ ROC102684
www.dugginsconstruction.com
Project
Job #
Date:
5001 Selective Demolition $ 289,000.00 5601 Mill & Cabinet $ 25,000.00 5602 Lath & Plaster $ 27,750.00
5101 Masonry Walls & Columns $ 6,000.00 5603 Drywall $ 153,300.00 5102 Block or Brick Veneer $ - 5604 Roofing $ 118,800.00 5605 Floor Covering $ 32,646.67
5103 Slabs on Grade $ 74,860.00 5606 Paint $ 38,325.00
5104 Floor Leveling $ 52,800.00 5607 Ceilings $ -
5105 Vaults $ - 5608 Wall Paper $ -
5106 Concrete Tiltups $ - 5609 Foam Plant-on $ -
5201 Plumbing $ 100,250.00 5701 Doors & Jambs $ 17,250.00 5202 HVAC $ 70,250.00 5702 Door Hardware $ 8,050.00
5203 Fire Sprinkler $ 53,200.00 5703 Specialty Doors $ - 5204 Telephone/Data $ - 5704 Overhead Doors $ -
5205 Alarms $ 12,500.00 5705 Folding Partitions $ -
5206 CCTV $ - 5706 Storefront Doors $ -
5207 Electrical $ 150,000.00 5707 Windows $ 12,500.00
5301 Pre Engineered Building $ - 5801 Bathroom Accessories $ 15,000.00 5302 Building Erecting $ - 5802 Fire Extinguishers $ 2,250.00 5303 Metal Building Acc & Trims $ - 5803 Chalk & Tack Boards $ - 5304 Car Shades $ - 5804 Projection Screens $ -
5305 White Vinyl/Simple Saver $ - 5805 Awnings $ -
5306 Insulated Panels $ - 5806 Mail Boxes $ -
5307 Gutter Liner $ - 5807 Lockers $ -
5808 Benches $ -
5308 Structural Steel $ 20,000.00 5809 Shelving $ -
5309 Flashing $ 8,250.00 5810 Miscellaneous $ -
5310 Metal Studs $ - 5811 Flag Pole $ -
5311 Ornamental Iron $ -
5312 Metal Fabrications & Installation $ - 5901 Elevators $ - 5401 Rigid Board $ - 5902 Furniture $ -
5402 Insulation $ 22,342.50 5903 Blinds $ 5,000.00
5403 Waterproofing $ - 5904 Appliances $ -
5905 Mechanical Equipment $ -
5501 Rough Lumber $ 91,890.00 $ 1,515,314.17
5502 Rough Carpentry $ 95,000.00 $ 2,016,519.63
5503 Finish Lumber $ -
5504 Finish Carpentry $ 9,600.00 8001 General Overhead - 8% $ 161,321.57 5505 Rough Hardware $ 2,500.00 8002 Fee - 7% $ 152,448.88 5506 Finish Hardware $ 1,000.00 $ 2,330,290.08
To the best of my knowledge and belief, I certify that all items, quantities, and prices of work and materials shown above are correct.
Duggins Construction, Inc. (Contractor)
Quotation prepared by:___________________________________________________ Accepted by: __________________________________________________________
BUILDING
Demolition Building Finishes
BUILDING
Masonry
Concrete
MEP Doors & Windows
Pre Engineered Building Specialties
Metals
Elevators
Building Insulation Furnishings
Carpentry
Sub Total
Total Building
Date; ______________________
Overhead
Total Estimate
Date; ______________________
Hollies Remodel
0000-000
June 3, 2025
P:\Project Info\2024\2024-011 Hollies Remodel\Correspondence\Contract\Allen Budget\6.3.25 Update\Hollies remodel breakdown rev 6.3.25 Page 3of 3 l)Ci DUGGINS
CONSTRUCTION
P1/!i'r,iOfS z,t J>N€LOPM€,ll"
341 W. CROWN COURT IMPERIAL, CA 92251
PHONE 760.355.5600 FAX 760.355.6756
UC# CA 290934 AZ ROC102684
www.dugginsconstruction.com
ATTACHMENT NO. 11
·
········· SITE PLAN
DUGGINS
CONSTRUCTION
PARTNERS IN DEVELOPMENT
INC PROJECT PLANS - CITY COUNCIL MEETING 7/30/2025 Ll S T.I. 801 IMPERIAL A VE, CALEXICO, CA. 92231 Iii j j ] j j 1111 b .1 ; .I , ----.;;;:- , ------...... -----.;;;;;: ----.;;:- ------........ ----,;;;_ -;;;:-- , ,;;;;:-- '-.;: ----.:;;:- ------........ -.;;;:- , ----s;;;:- , -----.... ----.;;;:- , ----.:;;:- ------...... 1 = IL I I •1 :.:. b I ,J ::---...-.._::: XIS f-= I EX I Ir • -. . . I ·11 DRIVE
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SCALE: 1 "=20' -0"
"FOR REVIEW ONLY"
THESE PLANS HAVE BEEN PRINTED PRIOR TO THE ISSUANCE OF A BUILDING PERMIT
AND ARE SUBJECT TO CHANGE
HATCH
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1·:•:~:+:I
LEGEND:
RENOVATION AREA ,_.·;_.:I EXISTING AREA TO REMAIN I I EXIST. CONCRETE AREAS (.·.·.·I EXIST. LANDSCAPE AREAS [ s 1 1 r I
NEW CONCRETE AREAS NEW PAVED AREAS
SHEET INDEX:
NEW LANDSCAPE AREAS
T1.0 TITLE SHEET AND SITE PLAN
ALO FLOOR PLANS AND SCHEDULES A2.0 ROOF PLAN, PLUMBING PLAN AND EXTERIOR ELEVATIONS S1.0 FOUNDATION PLAN AND SECTIONS
EXISTING PAVED AREAS S1.1 FRAMING PLAN AND DETAILS
E1.0 LIGHTING/POWER PLAN
MU MECHANICAL PLAN
1 2
3 4
5 6
7 lCatn Sl
1. 2,
3,
4. 5,
6,
7. 0
Sheridan st Sheridan St
McKfnle:y St
PROJECT~
Uncoll1S1 SITE ,-~ ~ ,
Patricici Pamila - ~egurar,2a-sllllh St
"' C
-s
ro
'lth st a..
1 ;g
0 i
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VICINITY MAP
NOT TO SCALE
GIIEOOIEIRl£1!.. OOO'll'IES
8th St
0, McD'onald·~ E Sherman st
ALL WORK SHALL BE DONE IN ACCORDANCE WITH THE FOLLOWING CODES AS WELL AS FIRE CODES AND/OR LOCAL CODES AND ORDINANCES:
2022 CALIFORNIA BUILDING CODE (CBC) BASED UPON THE 2021 IBC 2022 CALIFORNIA MECHANICAL CODE (CMC) BASED UPON THE 2021 UMC 2022 CALIFORNIA PLUMBING CODE (CPC) BASED UPON THE 2021 UPC 2022 CALIFORNIA ELECTRICAL CODE (CEC) BASED UPON THE 2020 NEC 2022 CALIFORNIA FIRE CODE (CFC) BASED ON THE 2021 INTERNATIONAL FIRE CODE 2022 CALIFORNIA ENERGY EFFICIENCY STANDARDS (ENERGY CODE) 2022 CALIFORNIA GREEN BUILDING STANDARDS CODE (CGBSC) AMERICAN CONCRETE INSTITUTE (ACI 318-99)
ALL PROPERTY LINES, EASEMENTS AND BUILDINGS, BOTH EXISTING AND PROPOSED, ARE SHOWN ON THIS SITE PLAN.
SURFACE WATER SHALL DRAIN AWAY FROM BUILDING. SECTION 1804.7 (SEE GRADING PLAN) THESE DRAWINGS ARE NOT TO BE SCALED FOR DIMENSIONAL INFORMATION. ACTUAL DIMENSION NUMBERS SHOWN ON THE PLANS ARE TO BE USED. ANY CONTRACTOR SCALING
DRAWINGS FOR ANY PURPOSE DOES SO AT HIS OWN RISK AND IS RESPONSIBLE FOR ANY ERRORS AND MISTAKES WHICH MAY RESULT.
THE CONTRACTOR RESPONSIBLE FOR THE CONSTRUCTION OF THE SEISMIC-FORCE-RESISTING SYSTEM SHALL SUBMIT A WRITTEN STATEMENT OF RESPONSIBILllY TO THE BUILDING OFFICIAL "PRIOR TO THE COMMENCEMENT OF WORK" ON THE SYSTEM. SECTION 1704.4
SUBMITTAL DOCUMENTS FOR DEFERRED SUBMITTAL ITEMS SHALL BE SUBMITTED TO THE BUILDING OFFICIAL FOR REVIEW. THE DEFERRED SUBMITTAL ITEMS SHALL NOT BE INSTALLED
UNTIL THEIR DESIGN AND SUBMITTAL DOCUMENTS HAVE BEEN APPROVED BY THE BUILDING
OFFICIAL
DEFERRED SUBMITTALS:
FIRE SPRINKLER DRAWINGS
WOOD TRUSSES
IPIAIO.JJIECV ID)£ ,r £
PROPER1Y OWNER:
RIVERWALK IMPERIAL LCC.
341 W. CROWN COURT
IMPERIAL, CA. 92251 PROPER1Y ADDRESS:
801 IMPERIAL AVE.,
CALEXICO, CA 92231
CONTRACTOR /DRAFTER:
DUGGINS CONSTRUCTION, INC.
341 W. CROWN COURT
IMPERIAL, CA 92251
SD'll'IE ID>£ '11' £
ASSESSOR'S PARCEL NO:
058-346-001
LEGAL DESCRIPTION:
LOTS 1 TO 12 INCL BLK 3 FIRST ADD CITY OF CALEXICO
ZONING:
COMMERCIAL HIGHWAY
SITE AREAS:
TOTAL LOT SIZE: 37,086 SQ.FT, (0.851 ACRES)
$1j!)IECD£1!.. 000$1j!)IECVDOOO
IN ADDITION TO THE REGULAR INSPECTIONS, THE FOLLOWING ITEMS MARKED 'YES" ALSO REQUIRE SPECIAL INSPECTION IN ACCORDANCE WITH SECTION 1704 OF THE CALIFORNIA BUILDING CODE.
ITEM: REQUIRED INSPECTED BY:
SOILS COMPLIANCE PRIOR TO NO ----
FOUNDATION INSPECTION
STRUCTURAL CONCRETE OVER NO ----
2,500 PSI
PRESTRESSED CONCRETE NO ----
STRUCTURAL MASONRY NO ----STRUCTURAL WOOD YES BJ ENGINEERING & SURVEYING, INC.
DESIGNER SPECIFIED NO ----
FIELD WELDING NO ----
HIGH STRENGTH BOLTING NO ----
EXPANSION/EPOXY ANCHOR YES BJ ENGINEERING & SURVEYING, INC.
INSTALLATION
SPRAY-ON FIREPROOFING NO ----
OTHER: NO ----
SPECIAL INSPECTION PROGRAM TO BE SUBMITTED TO BUILDING OFFICIAL FOR
REQUIRED SPECIAL INSPECTIONS
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NO: SIZE: MATERIAL: FINISH: 1 QTY: 3'-0"x6'-8" 23 WOOD PAINT ROOM BATH, ROOM BATH. ROOM ROOM ROOM BATH. BATH. BATH. ROOM BATH. ROOM ROOM ROOM ROOM BATH. BATH. BATH. BATH. OFFICE 1 1
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A EXISTING BUILDING EXISTING BUILDING NO: SIZE: QTY: REMARKS:
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A U-FACTOR 0.30 SHGC 0.23 NO: ROOM: 100 FLOOR: BASE: WALLS: CEILING: CEILING HEIGHT: ROOM "WALL AND CEILING MATERIALS SHALL NOT EXCEED THE FLAME SPREAD CLASSIFICATIONS IN CBC TABLE 803.13 101 BATHROOM 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 103 104 105 106 102 107 108 VINYL PLANK 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 109 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 110 111 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 112 113 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 114 115 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 116 117 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 200 201 ROOM BATHROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" CARPET 4" CARPET BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 001 PRIVATE R.R. VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 8'-0" 000 OFFICE VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" R.R. PRIVATE 2 3'-0"x7'-0" 3 H. METAL PAINT
2 2
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2 REMARKS: AND PANIC HARDWARE NARROW VIEW GLASS COMMUNITY ROOM 118 COMMUNITY ROOM VINYL PLANK 4" RUBBER BASE DRYWALL T.T&P. DRYWALL T.T.&P. 9'-0" 1 DUGGINS
CONSTRUCTION
PARTNERS IN DEVELOPMENT
INC 1ST FLOOR PLAN ENLARGED FLOOR PLAN 2ND FLOOR PLAN 10th Unit - Existing North Wing Mechanical Room Conversion ----
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[EJ NOTE TO MANUFACTURER: WINDOW OPENING WHERE THE TOP OF THE SILL OF AN OPERABLE WINDOW OPENING IS LOCATED LESS THAN 36" ABOVE THE FINISHED FLOOR AND MORE THAN 72" ABOVE THE FINISHED GRADE OR OTI-IER SURFACE BELOW ON THE EXTERIOR OF THE BUILDING, SHALL COMPLY WITH CBC SECTION 1015.8 Wf/O~ID>CW OO@T~I
1. OPERABLE PARTS OF WINDOW HARDWARE SHALL BE OPERABLE WITH ONE HAND AND SHALL NOT REQUIRE TIGHT GRASPING, PINCHING, OR TWISTING OF THE WRIST. THE FORCE REQUIRED TO ACTIVATE OPERABLE PARTS SHALL BE 5 LB. MAXIMUM. SUCH OPERABLE PARTS SHALL BE INSTALLED BETWEEN 30" AND 44" ABOVE THE FLOOR
2. ALL EXTERIOR WINDOW SHALL HAVE VAPOR BARRIERS
3. SLEEPING ROOMS SHALL HAVE A WINDOW OR EXTERIOR DOOR FOR EMERGENCY ESCAPE. SILL HEIGHT SHALL NOT EXCEED 44" ABOVE THE FLOOR. WINDOWS MUST HAVE AN OPENABLE AREA OF AT LEAST 5.7 SQ. FT. WITH THE MINIMUM 20" OPENABLE WIDTH AND MINIMUM 24" OPENABLE HEIGHT. THE EMERGENCY DOOR OR WINDOW SHALL BE OPNEABLE FROM THE INSIDE TO PROVIDE A FULL, CLEAR OPENING WITHOUT THE USE OF SEPARATE TOOLS.
CBC SEC 310.4
4. USE OF SAFETY GLASS: FIXED OR OPERABLE PANELS ADJACENT TO A DOOR WHERE THE NEAREST EXPOSED EDGE OF THE GLAZING IS WITHIN A 24" ARC OF EITHER VERTICAL EDGE OF THE DOOR IN A CLOSED POSITION AND WHERE THE BOTTOM EXPOSED EDGE OF THE GLAZING IS LESS THAN 60" ABOVE THE WALKING SURFACE.
CBC SECTION 2406, 2406.2 AND 2406.4
5. ALL NEW GLAZING {FENESTRATION PRODUCTS) SHALL BE INSTALLED WITH CERTIFYING LABEL ATTACHED, SHOWING
THE U-VALUE
6. ALL WINDOW ASSEMBLIES TO HAVE A MINIMUM STC OF 28
7. PROVIDE TEMPERED GLASS AS REQUIRED BY CBC IN ALL HAZARDOUS LOCATIONS PER CBC SECTION 2406.4
8. THE NFRC TEMPORARY LABEL DISPLAYED ON WINDOWS MUST REMAIN ON THE UNIT UNTIL FINAL INSPECTION HAS
BEEN COMPLETED
9. WINDOW COVERINGS SHALL BE PROVIDED AND MAY INCLUDE FIRE RETARDANT DRAPES OR BLINDS
10. PROVIDE SAFETY GLAZING IN THE WALLS, DOORS, ENCLOSURES, OR FENCES CONTAINING OR ADJACENT TO
BATHTUBS, SHOWERS, HOT TUBS, SPAS, WHIRPOOLS, SAUNAS, STEAMS ROOMS AND INDOOR/ OUTDOOR SWIMMING POOLS WHERE THE BOTTOM EXPOSED EDGE OF THE GLAZING IS LES THAN 60" ABOVE THE STANDING SURFACE, SECTION R308.4.5.
"FOR REVIEW ONLY"
THESE PLANS HAVE BEEN PRINTED PRIOR
TO THE ISSUANCE OF A BUILDING PERMIT
AND ARE SUBJECT TO CHANGE
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DUGGINS
CONSTRUCTION
PARTNERS IN DEVELOPMENT
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EXISTING DOOR OPENING TO BE CLOSED
AND MATCH STUCCO FINISH AND COLOR NEW WINDOW {TYP. 4)
1YPICAL PIPE SIZES
FOR WATER CLOSET,
LAVATORIES, BATHTUBS, KITCHEN SINKS.
PLUM61N6 MATERIAL SCHEDULE,
SYSTEM,
POTABLE l'IIATER (ABOVE SLAB)
POT ABLE l'IIA TER (BELOl"I SLAB)
SEl'E!< (DRAIN, l'IIASTE 4 VENT)
CONDENSATE DRAIN LINE
is,AS PIPING, (AOOYE SLA6)
is,AS PIPING, $ELOY'! SLA6)
MATERIAL,
TYPE C.PVC. AND PEX
TYPE: 11L11 COPPER
SCHEDULE 40 AElS OR PVC.
SCHEDULE 40 PVC.
SCHEDULE 40 6LAC.K IRON PIPE
POL YTHYLENE YELLOl"I is,AS PIPE
6ENERAL PLUMBIN6 NOTES:
1. lRENCHES DEEPER THAN THE FOOTING OF THE BUILDING OR
STRUCTURE, AND PARALLELING THE SAME, SHALL BE LOCATED
NOT LESS THAN 45 DEGREES FROM THE BOTTOM OF THE
EXTERIOR EDGE OF THE FOOTING, OR AS APPROVED IN
ACCORDANCE WITH SECTION 301.0.
2. PLUMBING SYSTEMS SHALL BE TESTED AND APPROVED IN
ACCORDANCE WITH THE 2022 CA PLUMBING CODE OR THE AUTHORl1Y HAVING JURISDICTION. TESTS SHALL BE CONDUCTED IN THE PRESENCE OF THE AUTHORl1Y HAVING JURISDICTION OR THE AUTHORl1Y HAVING JURISDICTION'S DULY APPOINTED
REPRESENTATIVE. JOINTS AND CONNECTIONS IN THE PLUMBING
SYSTEM SHALL BE GAS TIGHT AND WATERTIGHT FOR THE
PRESSURES REQUIRED BY THE TEST.
3. PROVIDE A COMBINATION PRESSURE AND TEMPERATURE RELIEF
VALVE AT ALL WATER HEATERS, SET TO OPEN AT NOT MORE
THAN 150 PSI. DRAIN PIPE SHALL EXTEND TO OUTSIDE OF
BUILDING AND TERMINATE NOT MORE THAN 2 FEET NOR LESS
THAN 6 INCHES ABOVE THE GROUND AND POINT DOWNWARD
WITH THE END UNOBSTRUCTED. ANY OTHER TERMINATION
LOCATION SHALL REQUIRE APPROVAL BUY THE BUILDING
OFFICIAL.
4. WATER HEATERS SHALL BE ANCHORED OR STRAPPED TO RESIST HORIZONTAL DISPLACEMENT DUE TO EARTH QUAKE MOTION.
STRAPPING SHALL BE AT POINTS WITHIN THE UPPER
ONE-THIRD (1/3) AND LOWER ONE-THIRD (1/3) OF ITS
VERTICAL DIMENSIONS. AT THE LOWER POINT, A MINIMUM
DISTANCE OF FOUR (4) INCHES SHALL BE MAINTAINED ABOVE
THE CONTROLS WITH THE STRAPPING.
STUD PER PLAN
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FOAM PLANT -ON
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"FOR REVIEW ONLY"
THESE PLANS HAVE BEEN PRINTED PRIOR
TO THE ISSUANCE OF A BUILDING PERMIT
AND ARE SUBJECT TO CHANGE
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ATTACHMENT NO. 12
AT-RISK SUBMITTAL REQUEST FOR
BUILDING PERMIT APPLICATION REVIEW APR O 1 2025
(Hold Harmless Letter t.or At-Risk Building Permit Application} __ __,_. _ ___ _
C ITY O F CALEXICO
DEVELOPMENl SERVICES DEPARTMENT
Applicant s requesting an at-risk building permit application review must submit this request form to the Planning & Building Department. By signing t his form, the applicant is requesting concurrent process ing of , a building permit application with unapproved discretionary project plans. Authorization for concurrent processing is at the discretion of the Planning & Building Director and is dependent on the complexity, scope and nature of t he discretionary project.
SUBJECT: AT-RISK SUBMITTAL REQUEST FOR BUILDING PERMIT APPLICATION REVIEW PROJECT ADDRESS/APN: 801 Imperial Avenue; 058-346-001
SCOPE OF WORK:_ D_e_m_orr_ e_n_a_n_t _lm_p_r_o_vem__ e_n_t _fo_r_H_o_ll_ie_s_ A_ff_o_rd_a_b_le_ H_o_u_s_in_g_P_r_o1e__c_t __ _ I, Ray Roben hereby request permission to submit a building permit application for the above-referenced project prior to final approval of discretionary entitlement plans. By submitting this request, I formally acknowledge, understand, and accept the following:
1. The requested plan check review will be conducted at my own risk and plan check fees wi ll not be refunded if the required discretionary entitlement approval for this project is not granted.
2. Discretionary project plans may require modification during the entitlement process resulting in the need for the building plan chec~ drawings to be modified and therefore the need for duplicative plan check review efforts and additional plan check fees.
3. Submitting a building permit applicat ion prior to necessary entitlement ~pproval may require additional plan check comments/corrections, and fees.
4. Building permit plans will be re-routed for review to all applicable departments/divisions upon entitlement approval.
5. Extra costs and effort associated with this request may be incurred. This may also cause additional delays in processing the building permit plan check review.
6. The building permit application expires after 12 months of t he initial submittal and a new application, plan review, and fees would be required.
7. Building permits will not be issued prior to approval of the required discretionary project entitlement.
Sincerely,
April 1 , 2025
Signature (Owner/Authorized Agent) Date
Ray Roben
Printed Name
Updated 2/ 14/2025 Page 1 of 1
ATTACHMENT NO. 13
7/21/2025 2:43 PM
Property: Hollies Affordable Housing(hollis) Book: Accrual Start Month: 01/2025 Duration: 12 Months Revision: Hollies Affodable Housing - 2025 Budget Account Description 2023 2024 2024 2025 (2025-2024)
Actual Proforma Budget GL Budget WS
58 Units
5119-0000 RENTAL INCOME
5120-0000 Apartment Rentals $255,432.00 $340,344.00 $340,344.00 $334,476.00 -$5,868.00 5123-0000 Tenant Based Subsidy Rent $0.00 $0.00 $0.00 $0.00 $0.00 5130-0000 Employee Unit Rent $0.00 $0.00 $0.00 $0.00 $0.00 5212-0000 Gross Potential Rent -$4,404.00 -$14,164.00 -$7,076.00 $0.00 $7,076.00 5220-0000 Apartment Vacancies -$1,594.29 -$3,848.01 -$17,017.00 -$10,034.00 $6,983.00 5221-0000 Rent/Subsidy Variances $64.97 -$849.88 $0.00 $0.00 $0.00 5250-0000 Rental Discounts & Concessions $0.00 $0.00 $0.00 $0.00 $0.00 5299-9999 TOTAL RENTAL INCOME $249,498.68 $321,482.11 $316,251.00 $324,442.00 $8,191.00 $0.00
5400-0000 OTHER INCOME $0.00
5411-0000 Interest Income - Replacement Reserve $0.00 $0.00 $0.00 $0.00 $0.00 5910-0000 Laundry Income $0.00 $0.00 $0.00 $0.00 $0.00
5920-0000 Late Fees $2,479.00 $2,354.81 $2,664.00 $2,220.00 -$444.00 5930-0000 Damages/Maintenance/Cleaning Fees $158.00 $390.25 $585.00 $338.00 -$247.00 5980-0000 Grant Income $0.00 $0.00 $0.00 $0.00 $0.00
5990-0000 Miscellaneous Income $0.00 $0.00 $0.00 $0.00 $0.00 5990-0080 Application Income $0.00 $0.00 $0.00 $0.00 $0.00 5998-9999 TOTAL OTHER INCOME $2,637.00 $2,745.06 $3,249.00 $2,558.00 -$691.00 5999-9999 TOTAL OPERATING INCOME $252,135.68 $324,227.17 $319,500.00 $327,000.00 $7,500.00 $0.00
6000-0000 OPERATING EXPENSES $0.00
6200-0000 ADMINISTRATION $0.00
6210-0000 Advertising & Marketing $0.00 $200.00 $200.00 $200.00 $0.00 6250-0000 Resident Services $0.00 $500.00 $500.00 $500.00 $0.00 6250-0020 Credit Check Fees $0.00 $79.00 $0.00 $0.00 $0.00 6310-0000 Office's Payroll $0.00 $0.00 $0.00 $0.00 $0.00 6311-0000 Office Supplies $1,845.44 $4,845.67 $2,600.00 $4,200.00 $1,600.00 6311-0010 Telephone $772.37 $637.90 $900.00 $660.00 -$240.00 6311-0020 Office Internet $1,514.71 $1,785.63 $1,920.00 $2,140.00 $220.00 6311-0030 Postage $201.05 $210.78 $400.00 $400.00 $0.00 6320-0000 Management Fee $43,013.00 $44,303.00 $44,303.00 $46,518.00 $2,215.00 6330-0000 Manager's Salary $33,342.01 $34,895.50 $35,720.00 $41,002.00 $5,282.00 6340-0000 Legal Project Expenses $11,553.75 $21,858.00 $12,000.00 $20,000.00 $8,000.00 6350-0000 Auditing Expenses $5,000.00 $5,000.00 $7,700.00 $8,500.00 $800.00 6370-0000 Bad Debts $0.00 $0.00 $0.00 $0.00 $0.00
6390-0000 Administrative Expenses $844.03 $1,275.17 $1,500.00 $1,300.00 -$200.00 6390-0010 Consulting Other $11,811.25 $0.00 $0.00 $0.00 $0.00 6390-0020 Bank Fees $1,205.91 $1,290.84 $1,420.00 $1,380.00 -$40.00 6390-0030 Miscellaneous Expenses $0.00 $25.00 $0.00 $0.00 $0.00 6390-0040 Mileage Expenses $113.87 $298.19 $500.00 $500.00 $0.00 6390-0050 Training Expenses $657.80 $1,463.96 $1,600.00 $1,600.00 $0.00 6390-0150 Software Expenses $2,907.06 $3,747.80 $3,700.00 $4,700.00 $1,000.00 6399-9999 TOTAL ADMINSTRATION $114,782.25 $122,416.44 $114,963.00 $133,600.00 $18,637.00 $0.00
Date Range: 01/2025 -12/2025
5 Year Trend Comparison Report (Proforma)