HomeMy WebLinkAboutRDA Packet 1996/05/21
Tuesday, May 21, 1996 Couucil Chambers
6:00 p.m. Public Services Buildiug
Ommediately followiug the City Council meeting)
Joiut Meetiug of the RedeyeloDmeut Ageucy/City Couucil
of the City of Chula Vista
CALL TO ORDER
1. ROLL CALL: Agency/Council Members Aleyy -' Moot -' Padilla_,
Rindone -' and Chair/Mayor Horton -
2. APPROVAL OF MINUTES: May 7, 1996
CONSENT CALENDAR
(Items through)
The staff recommendations regarding the following items listed under the Consent Calendar will be enacted by
the Agency by one motion without discussion unless an Agency, a member of the public or City staff requests
that the item be pulled for discussion. If you wish to speak on one of these items, please fill out a "Request to
Speak Form" available in the lobby and submit it to the Secretary of the Redevelopment Agency or the City Clerk
prior to the meeting. (Complete the green form to speak in favor of the staff recommendation; complete the pink
form to speak in opposition to the staff recommendation.) Items pulled from the Consent Calendar will be
discussed after Action Items. Items pulled by the public will be the first items of business.
3. WRITTEN COMMUNICATIONS: None.
4. AGENCY
RESOLUTION 1495 APPROVING FINAL RELOCATION ASSISTANCE PAYMENT TO
AUGUSTIN REYES RESULTING FROM EMINENT DOMAIN ACTION
REGARDING PALOMAR TROLLEY CENTER--The Ageucy acquired
through emiueU! domaiu actiou the La Missiou Mi Cabana restaurant and
uightclub from Mr. Reyes iu pursuit of the Dispositiou and Deyelopmeut
Agreemeut for the Palomar Trolley Ceuter. The Agency's relocatiou consultant
has submitted a paymeut request to the Agency for relocatiou costs the Agency
agreed to pay iu the stipulatiou of judgmeut. Staff recommeuds approval of the
resolutiou. (Commuuity Deyelopmeut Director)
5. COUNCIL
RESOLUTION 18308 and
AGENCY
RESOLUTION 1496 APPROVING AGREEMENT WITH LIPMAN STEVENS MARSHALL &
THENE, INC. FOR PROVIDING APPRAISAL SERVICES FOR
VARIOUS CAPITAL IMPROVEMENT, ECONOMIC DEVELOPMENT,
AND REDEVELOPMENT PROJECTS--Several currently budgeted capital
"I d\r'cPJ?:~v:.e3~l~~~~\~i~~uggr~~~tisr~ {i§l#-of-way for 'construction. To
employed by the C:ty or C,h,'" Vista in the
Community De'J3\:::,r¡'n~ ':.c':"~r:1ont and that I posted
this Ag~nda/No'.i;':" " 1 ~ ;::u:'Jti~ Board at the
Public Services ,"u::d:n3r~CitY Hall on
PATE:.s,ft7(1c' SIGrJ¡¡;~ - ~ ~..
Agenda -2- May 21, 1996
expedite the acquisition process, staff must first appraise the value of the
property and is requesting to contract for property appraisal services for a one-
year period with a renewable clause for an additional year. Staff recommends
approval of the resolutions. (Director of Public Works)
6. COUNCIL
RESOLUTION 18309 and
AGENCY
RESOLUTION 1497 APPROVING AGREEMENT WITH RYALS AND ASSOCIATES FOR
PROVIDING RIGHT-OF-WAY ACQUISITION AND RELOCATION
SERVICES FOR VARIOUS CAPITAL IMPROVEMENT, ECONOMIC
DEVELOPMENT, AND REDEVELOPMENT PROJECTS--Several currently
budgeted capital improvement projects require additional right-of-way for
construction. To expedite the acquisition process, staff proposes to coU!ract for
property acquisition and relocation services for a one-year period with a
renewable clause for an additional year. Staff recommends approval of the
resolutions. (Director of Public Works)
. . END OF CONSENT CALENDAR' .
PUBLIC HEARINGS AND RELATED RESOLUTIONS AND ORDINANCES
The following items have been advertised and/or posted as public hearings as required by law. If you wish to
speak to any item, please fill out the "Request to Speak Form" available in the lobby and submit it to the
Secretary of the Redevelopment Agency or the City Clerk prior to the meeting. (Complete the green form to speak
in favor of the staff recommendation; complete the pink form to speak in opposition to the staffrecommendation.)
Comments are limited to five minutes per individual.
None submitted.
ORAL COMMUNICATIONS
This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within
the Agency's jurisdiction that is not an item on this agenda. (State law, however, generally prohibits the
Redevelopment Agency from taking action on any issues not included on the posted agenda.) If you wish to
address the Council on such a subject, please complete the yellow "Request to Speak Under Oral Communications
Form" available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to
the meeting. Those who wish to speak, please give your name and address for record purposes and follow up
action. Your time is limited to three minutes per speaker.
ACTION ITEMS
The items listed in this section of the agenda are expected to elicit substantial discussions and deliberations by
the Agency, staff, or members of the general public. The items will be considered individually by the Agency
and staff recommendations may in cel1ain cases be presented in the alternative. Those who wish to speak, please
fill out a "Request to Speak" form available in the lobby and submit it to the Secretary to the Redevelopment
Agency or the City Clerk prior to the meeting. Public comments are limited to five minutes.
-
Agenda .3- May 21, 1996
7.A COUNCIL
RESOLUTION 18310 ADOPTING NEGATIVE DECLARATION IS-93-07; ADOPTING
ADDENDUM TO NEGATIVE DECLARATION IS-93-07A AND
ADOPTING ENVIRONMENTAL ASSESSMENT AND FINDING NO
SIGNIFICANT IMPACT FOR TROLLEY TERRACE TOWNHOMES;
APPROVING A CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS WITH SOUTH BAY COMMUNITY SERVICES WITH
RESPECT TO 1.16 ACRES OF REAL PROPERTY LOCATED AT 746
AND 750 ADA STREET FOR THE DEVELOPMENT OF AN 18 UNIT
AFFORDABLE HOUSING COMPLEX; AUTHORIZING THE MAYOR
TO EXECUTE DOCUMENTS; AND APPROVING A FUNDING
COMMITMENT OF $509,311 FROM THE HOME PROGRAM FUNDS
TO BE LOANED FOR SUCH DEVELOPMENT COMPLEX-- The Couucil
on 7119194 approved purchase of the two parcels for the purpose of developing
an affordable for sale housing development with associated child care facility
as part of the Palomar Trolley Shopping CeU!er development. South Bay
Community Services proposed to build the affordable housing and intends to
develop the child care center. Staff recommends approval of the resolutions.
f4/Sths Vote Reauired on Item II.BI (Commuuity Development Director)
B. AGENCY
RESOLUTION 1498
and
COUNCIL
RESOLUTION 18311 APPROPRIATING $643,000 OF HOME FUNDS AND DEPOSITING
THOSE FUNDS IN THE AGENCY'S LOW/MODERATE INCOME
HOUSING FUND AS REPAYMENT FOR FUNDS PREVIOUSLY
ADVANCED FOR PURCHASE OF PROJECT SITE f4/Sths Vote
Required'
8.A AGENCY
RESOLUTION 1499 APPROVING RATIFICATION OF A $378,280 COMMITMENT FROM
THE LOW AND MODERATE INCOME HOUSING FUND FOR AN
AFFORDABLE HOUSING PROJECT PROPOSED TO BE DEVELOPED
IN RANCHO DEL REY SPA In--Amendment to the Cordova housing
agreements to enhance the project's competitiveness in the next tax credit
application cycle. All conditions previously approved by CouncillAgency
remain valid and are not proposed to be changed. Staff recommends approval
of the resolutions. f4/Sths Vote Required on Item 9.B' (Commuuity
Development Director)
B. AGENCY
RESOLUTION 1500 APPROVING A COMMITMENT FOR $100,000 FROM THE
LOWIMODERATE INCOME HOUSING FUNDS FOR THE
DEVELOPMENT OF AN AFFORDABLE HOUSING PROJECT
PROPOSED TO BE DEVELOPED IN RANCHO DEL REY SPA III
f4/Sths Vote Required on this item'
C. COUNCIL
RESOLUTION 18312 APPROVING RATIFICATION OF A LAND DONATION AND A $160,000
COMMITMENT FROM HOME PROGRAM FUNDS FOR AN
AFFORDABLE HOUSING PROJECT PROPOSED TO BE DEVELOPED
IN RANCHO DEL REY SPA III
Agenda -4- May 21, 1996
D. COUNCIL
RESOLUTION 18313 APPROVING [1] AN AMENDED AND RESTATED CONVEYANCE
AGREEMENT AND ESCROW INSTRUCTIONS WITH RANCHO DEL
REY INVESTORS; [2] AN AMENDED AND RESTATED ASSIGNMENT
OF CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS
WITH CORDOVA VENTURES; [3] AN AMENDED AND RESTATED
LOW INCOME HOUSING AGREEMENT BETWEEN RANCHO DEL
REY INVESTORS AND CORDOVA VENTURES ALL WITH RESPECT
TO 2.97 ACRES OF PROPERTY WITHIN SPA ill PROPOSED FOR
DEVELOPMENT INTO A 40 UNIT LOW INCOME HOUSING
COMPLEX; AND [4] AUTHORIZING THE MAYOR TO EXECUTE THE
AMENDED AND RESTATED CONVEYANCE AGREEMENT AND
ESCROW INSTRUCTIONS AND THE AMENDED AND RESTATED
ASSIGNMENT OF CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS
E. COUNCIL
RESOLUTION 18314 APPROVING AN AMENDED AND RESTATED AFFORDABLE
HOUSING AGREEMENT WITH RANCHO DEL REY INVESTORS, L.P.
ITEMS PULLED FROM THE CONSENT CALENDAR
This is the time the Redevelopment Agency will discuss items which have been removed from the Consent
Calendar. Agenda items pulled at the request of the public will be considered prior to those pulled by Agency
Members. Public comments are limited to five minutes per individual.
OTHER BUSINESS
9. DIRECTOR'S/CITY MANAGER'S REPORT(S)
10. CHAIR'SIMAYOR'S REPORT(S)
11. AGENCY/COUNCIL MEMBER COMMENTS
ADJOURNMENT
The meeting will adjourn to the Regular Redevelopment Agency Meeting on June 4, 1996 at 4:00 p.m., immediately
following the City Couucil meeting, in the City Council Chambers.
......
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
The City of Chula Vista, in complying with the Americans With Disabilities Act (ADA), request
individuals who require special accommodations to access, attend, and/or participate in a City meeting,
activity, or service request such accommodation at least forty-eight hours in advance for meetings and
five days for scheduled services and activities. Please contact the Secretary to the Redevelopment
Agency for specific information at 619.691.5047 or Telecommunications Devices for the Deaf (TDD)
at 619.585.5647. California Relay Service is also available for the hearing impaired.
[c:\ WP51 IAGENCY\AGENDASIO5-21-96.AGD]
MINUTES OF A JOINT MEETING OF THE REDEVELOPMENT AGENCY/
CITY COUNCIL OF THE CITY OF CHULA VISTA
Tuesday, May 7, 1996 Council Chambers
4:54 p.m. Public Services Buildiug
CALL TO ORDER
1. ROLL CALL:
PRESENT: Agency/Couucil Members Alevy, Moot, Padilla, Rindone, and Chair/Mayor
Hortou
ALSO PRESENT: John D. Goss, Director/City Manager; Bruce M. Boogaard, Agency/City
Attorney; and Beverly A. Authe1et, City Clerk
2. APPROVAL OF MINUTES: April 16, 1996
Member Alevy requested that the minutes reflect that his abstention was due to a conflict of interest with his present
employer and not his former employer.
MSUC (Rindone/Horton) to approve the minutes of April 16, 1996 as amended.
BUSINESS
3.A. RESOLUTION 18266 APPROVING CHULA VISTA DOWNTOWN ASSOCIATION'S (DBA)
BUDGET -In accordance with the Chula Vista Municipal Code, the Chula Vista Downtown Association is required
to submit an annual budget for Couucil approval. The Couucil also reviews the Association's annual report
descrihing the District's past year's management activities and achievements. Staff recommends approval of the
resolution and accept the report. (Community Development Director)
B. REPORT CHULA VISTA DOWNTOWN BUSINESS ASSOCIATION'S REQUEST FOR ASSISTANCE
TO FUND 1996 PROMOTIONAL ACTIVITIES FOR DOWNTOWN
Pam Buchanan, Principal Commuuity Development Specialist, clarified that the item included the approval of the
Downtown Business Association hudget which was funded through the business improvement district assessment.
Action did not authorize any funding from the city or the Agency. The second part of the item was the Downtown
Business Association request for supplemental funding from the Agency and city services to assist with three
promotional events in the downtown area. Staff recommended that the DBA's request be deferred to the FY 96/97
budget session.
. James Fergus, 355 Third Avenue, Chula Vista, CA, representing Board of Directors, Chula Vista Downtown
Business Association, requested that Couucil approve their request for funding for promotional activities and
circumvent the normal budget procedures. The DBA budget was presently in it's fifth month as they were out of
sync with the city's budget cycle. They were planning for events through the end of 1996 and needed to know what
support they would receive from the city. The events were the Farmer's Market, 7th Annual Third Avenue
Festival, and 34th Annual Starlight Yule Parade.
Chair/Mayor Horton questioned how the DBA would handle the situation next year.
Mr. Fergus responded that it may be necessary to work with the city to adjust their budget schedule to coincide with
the city.
c2 -j
-
Minutes
May 7, 1996
Page 2
Member Rindone felt the request was reasonable because the business owners had also made commitmeuts for the
three activities. It was also a significant commitment to offer to adjust their budget cycle to coincide with the city.
Therefore, he would support the request.
MS (RindonelHorton) to approve the $10,020 from city puhlic services and RDA funding for $15,103 with
the understanding that in subsequent years there would be an adjustment of the DBA budgetary cycle to
coincide with the city.
Member Alevy noted that the proposal included requests for two separate radio buys at $l,ooo/each. He did not
feel that it would be effective and hoped that the DBA could find another use for the $2,000.
Member Padilla questioned if staff was concerned regarding the potential budget impacts.
Mr. Goss responded that the budget was extremely tight and the Couucil would be looking at some major cuts and
perhaps revenue enhancements. He felt it was helpful to have everything before Council at one time when making
those decisions.
Member Moot questioned if there was a way to fund the DBA for 'h of the year and consider the remaining request
during the budget process. That would bring them on cycle with the city's budget process.
Chair/Mayor Horton felt the DBA needed to be able to plan for the events and know whether the funding would
be there. They were projects with a lot of community benefit and she could not see the Couuci1 not supporting
those events.
Member Padilla stated he did not have a problem in taking the request out of sync on a one time basis provided that
the DBA was willing to amend tbeir budgeting schedule. He was concerned with the history of city subsidy for
project oriented events, would the city be looking at funding a larger part of those events in the future, and was that
appropriate.
VOTE ON MOTION: approved unanimously.
ORAL COMMUNICATIONS
None
OTHER BUSINESS
4. DIRECTOR'SICITY MANAGER'S REPORTlS) - None
5. CHAIR'S/MAYOR'S REPORT IS) - None
6. AGENCY/COUNCIL MEMBER COMMENTS - None
AD JOURNMENT
ADJOURNMENT AT 10:53 P.M. to the Regular Redevelopment Agency Meeting on May 21, 1996 at 6:00 p.m.,
immediately following the City Council meeting, in the City Council Chambers.
02-;¿
Minutes
May 7, 1996
Page 3
CLOSED SESSION
The Agency recessed at 5:05 p.m., met in Closed Session at 10:43 p.m. and reconvened at 10:46 p.m.
7. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Give Instructions to Negotiators pursuant
to Govenunent Code Section 54956,8
. Proposed sale of property: 2.71 acre portion of Marina View Park, located at south side of J
Street, west of Bay Boulevard, Chula Vista, CA 91910
Negotiating Party: John D. Goss/Chris Salomone on behalf of the City of Chula Vista
Redevelopment Agency aud Larry Killeen, Executive Director, San Diego Uuified Port District
Under Negotiation: Price aud Terms.
SALE AND DISPOSITION OF REAL PROPERTY - Pursuant to Govenunent Code Section 54956.8
. Disposition of Agency-<>wued property at 760 Broadway (Parcel Nos. 571-200-13. 14, 15, 16,
17), Redevelopment Agency Broadway Business Homes.
8. REPORT OF ACTIONIS\ TAKEN IN CLOSED SESSION - No reportable actions were taken in Closed
Session.
Respectfully submitted,
BEVERLY A. AUTHELET, CMC, City Clerk
by:
puty City Clerk
c2-j
-
This page blank.
;¿-'f
REDEVELOPMENT AGENCY AGENDA STATEMENT
Item L
Meeting Date 5-21-96
ITEM TITLE: Resolution If 1S Approving Final Relocation
Assistance Payment for Augustin Reyes to Sullivan Moving and
Storage Company Resulting from Eminent Domain Action
Regarding Palomar Trolley Center
SUBMITTED BY: ~
REVIEWED BY: Executive Director ~
Yes - No ..XJ
BACKGROUND:
In 1994, the Redevelopment Agency acquired through eminent domain action the site of the
La Mision Mi Cabana restaurant and nightclub from Augustin Reyes in pursuit of the
disposition and development agreement for the Palomar Trolley Center. The litigation portion
of the eminent domain action was handled for the Agency by the law firm of Daley & Heft,
and the legally-required relocation actions were handled for the Agency by Pacific Relocation
Consultants.
La Mision Mi Cabana was relocated from the property at the beginning of October 1994. A
stipulation of judgement was entered into between the Agency and Augustin Reyes and
submitted to Superior Court which settled all claims by Mr. Reyes for loss of business
goodwill and relocation expenses.
The Agency's relocation consultant, Pacific Relocation Consultants, has just submitted a
payment request to the Agency for Mr. Reyes's relocation costs that the Agency agreed to
pay in the stipulation of judgement. The discovery of the consultant's oversight was
generated by inquiries from the moving firm regarding payment for its services.
RECOMMENDATION: That the Agency adopt the resolution authorizing payment of $17,
627.17 to Sullivan Moving and Storage Company for relocation expenses related to the
relocation of La Mision Mi Cabana.
BOARDS/COMMISSIONS RECOMMENDATION: Not applicable
DISCUSSION:
The stipulation of judgement that was entered into to settle the Superior Court condemnation
case stipulated that the Agency would pay both the actual costs of relocating Mr. Reyes
business equipment into storage and the storage fee for three months while Mr. Reyes
prepared a new place of business. The equipment was moved into storage between
September 27, 1994, and October 1, 1994, and it remains in storage to date. The move was
arranged and overseen for the Agency by the relocation consultant, and the consultant should
have submitted to the Agency a request for the Agency to pay the stipulated costs directly
to the moving company. Mr. Reyes was to have no responsibility for arranging or paying for
the move.
1-/
-
Page 2, Item ~
Meeting Date OS/21/96
Staff was recently contacted by Sullivan Moving regarding the fact that no payment had ever
been made on their invoice dated January 1O, 1995, which they had submitted at that time
to Pacific Relocation Consultants for forwarding to the Agency. After staff inquiry, Pacific
Relocation discovered that they had never forwarded the invoice and payment request to the
Agency. The attached payment request and invoice was then submitted to the Agency.
The charges identified in the invoice are appropriate and were monitored during the actual
move by Pacific Relocation, and the Agency is obligated to pay Sullivan Moving for those
charges. The charges include specialized third party sub-contractor labor costs to remove,
pack, and move specialized bar equipment and neon signage. The charges also include the
stipulated three months of storage; even though the equipment remains in storage, the
Agency's obligation was limited to three months.
During the period that the invoice was not submitted to the Agency and remained
outstanding, interest and late charges accrued which exceed $3,000. It has been made clear
to Pacific Relocation and Sullivan Moving and Storage that the Agency will not pay any of
those charges and that Pacific Relocation is responsible for them. Sullivan Moving and
Storage has agreed to bill Pacific Relocation, and Pacific Relocation has acknowledged that
it is their responsibility to negotiate with the moving company on that issue.
Payment of the $17,627.17 will complete the Agency's obligations regarding the
displacement and relocation of La Mision Mi Cabana.
FISCAL IMPACT:
Funds are available in the budget for the Southwest Redevelopment Project Area to pay the
recommended payment.
[BB\C:\WP51 IAGENCYlRA4S\REYES-l.RA4l
'-!-'þ-
-
SULLIVAN SAN DIEGO ID:6192830S27 APR 09'96 8:27 No.OOS P.Ol
Sullivan UMr/lt.
Moving & StDrage Co. .
4660 AlvÐtado Canyon Road UM ~
San Diego, CA 92120 . 'JlAlII"rS!!I'&-
(6191283-2146 V!l'ff111 !1S/i,I,
Toll FretfJ (800) 854.2600 Van Lines
Fax 619-283-0527
FAX
-
DA: T£: r(f~t"
- -'----'--- --------,
TO: -,Z):~.-- G'.(.()(af;"(J,~ .¡..~-.!j¿1!76:?~5/-,?
... .. '.- n. F4-x.
FROM: r;/Jb--
SUBJECT: J:/&.I r-tJ/-«(J uç l' 4f¡'>:-k<:<7!"?- f. ¡ai.¥-
L.£-bt cr
NO. OF PA.6ES (lNCLUDIN6 COffER): ,;2
COMMENTS: U~e- -- /¡W".(.~ v"l.¿o¿£ :eo' C/- -<'
- ~¿ .-(
. < /2 n . -.
f / /7 //(JtX!J2. ~ r~44'¿ d.,I,..~/,¡:,,¿.(' /t,'Tf.iJ I ' é-477 é-.;> ~-
--/- ;¡J . "?2 /, /
'It; c;rff.:¡' //d,.<.. ,', //Id'nP' ,..~:,,;Çr..<./ .
/ ,j' / ./, A "'~ Æ ~ ,:
//æWrJ1 ~~-
;-1---- 3
SUllIVAN SAN DIEGO ID:6192830527. APR 09'96 8:28 No.OO5 P.O2
SULLIVAN N ¡ØVING & STORAGE CO. ~.. "'0'" FDR
466q.Alli~DO CANYON ROAD aflj'
RërBOX 600100
SAN DIEGO, CALIFORNIA 92160
TELEPHONE: (619) 283-2146 , . ... ~ft
roll FREE: (BOO) B54-26oo v..~ &I.
FAX (619) 283-0527 Va, "
n LInes
AMERICA'S #1 FAMIlY MOVER ¡
TO PIICH'IC Iu,JLOClI'J'10N INVOICE NUMBER
3732 45TH 8TREE~ C19R93-30
SAN DHIGO, CII 901ì02 INVOICE DArE
JANUARY 10, 1995
P.O. NUM8ER ¡
CUSTOMER NUMBER !
55007
""."",.i.""-"",!,;.~.f,,,',i';"~:"'~"" ",,',"-.'." 1'1,
REYES, AUGU~TINg 8h~ V]~~~. ~b
~¡"¡'" iJEf""".';:/\';~'~I""(':-:i \ \."",:..dÈšC~iPTf," I,'.. W!¡I!,JHT... RIU'E CREDITS_..
6022HEN1.0AD1NG!.UN1.úADI.NII b 8l.-,'!>1I1( 4~î;.lb i
602 10/04/94 LOCAl. HOVING 9.5 115.50 JlR 1667.:!!; I
602 10/03/94 LOCAL MOVING 9 175.50 HR 1579.50 ,
602 10/03/94 EXTRA 1.IAN 9 26.10 UR 25~.90
602 9130194 4 HEN LOADING & UNLUADJN~ 6.5 175.50 HR 1140.75
602 9/29/94 4 HEN LOADING & UNLOAVJNG 7.~ 175.50 UR 1316.25
('0:': 9/26/94 4 URN I.CJIIDIIiG & UNI.OIHHI~li 9.5 175.50 .flR"", 1667.2~
602 9/27/94 4 1ŒN 1.O/ID111\1 & lINLO/IIHNG 3.5 175.!j0o.1U'í 614.25
i 611 PACKING MATfJlUAl. : , 410.3!:i
I &13 l'ACUNG LABOR U26.tlf)
1>34 8ALI!:s TAX 410.35 7 'I; 28.72
I BILL 3RD FARTY AD KIltl: & SONS 2:':0. <:5
811.1. 3RD PARTY JACIISOIl & BLANC 14'}. 40
I BILL 3RD PARTY II Mo\ll\)«(: 630.00
I. BILL ,JRD PARTY CA NEON PRODU~TS 2750.00
. 811.1. 31m PAkTY Hsa IG6!>.0Ø
I 631 Tltl\.NSl'1' VALUI\.TIOll 30000 0.B0 'C$ 240.00
'I REGS S'l'DRAGE PER MONla, 10/1-31/94
I 13 VAU],It'S 13 25.00 EA 32!L00
! 14 0/8 I'rENS 14 10.Ø0 EA .40.00
i RfJGV STORAGE VALUE PEl{ MONTH IØ/l<11/94 30000 0.20 C$ G0.00
¡ REGS STORAGE PER MONTH, 11/1-30/94
I 13 VAUL'I'S 13 25.00 tJA 325.00
14 0/8 1.'J'lm:~ 14, 10.00 1;:A J.40.00
I REG V STORAGE VALUE PHil nOIlTH 1JII-30/94 30000 0.20 C$ 60.00
, REGS STORAGE PtJR MONTH. ] 'i./1-3J /~~4
II 13 VAULTS 13 25.00 .aA 325.00
14 0/1; ITEMS ]4 10.00 Ell. 140.00
, REGV STORMS VALUE PfΠ11ONTIt 12/l"JI/94 :10000 0.:40 C$ 60.00
I 626 I\CCÐSS 12/13/94 1 27.35 HR 27.35
626 ACCESS 12/30/94 1 2'1.35 Hft 2'/,35
, IlIVOICBTOTII1, 1'/.62".1"
, SULLIVAN MOVING & STORAGE CO. 1" 6 2 I 1 I
I ~~=~,.
0 A DIEGO, CALIFORNIA 911160
¡ TElEP"ON~' (018) 203-P140
, TOlL FArE, (800) 854.2600
!
4-~ tf .. ..... ..-..
RPR 09 '95 04: 15PM P.l/l
LA TIGO /WEST DEVELOPMENT COMPANY
fACSIMILE
To: Mary O'Toole MEHORA"DUM
PACIFIC RELOCATION
(619) 202-1302 (1300-Phone)
From: Maribel Mendiola ~
Subject: #25811 PALOMAR TROUEY CENTER
MI CABANA - RELOCATION
Date: April 9, 1996
Per our discussion this morning, I faxed you a copy of the fully-executed Stipulation regarding
settlement of Reyes' daims to loss of goodwill and relocation expenses dated October 5, 1994.
I am now faxing a copy of 1tle bill from Sullivan Moving & Storage Co. Carole of Sullivan Moving &
Storage Co. [(619) 283-2146] is looking for payment of their 1/10/95 bill in the amount of
$17.627.17 (+ interest and late charges). You stated 1hat you had reœivedthe bill and forwarded it
to the CIty of Chul¡¡ Vista for payment. You also mentioned tD me 1hat you would track this item
Qnvoice/payment) with the City.
Please let me know what you ~nd out.
Thank you.
MWH:mem
cc: Shepherd D. johnstonJRaymond G. Gardner
Dave Gustafson [Fax (619)476-5310]
C:\OFFI C1:\MéMWI'\25 8111M OMCf\EL 4.9
5405 MOREHOUSE OliVE. SUIlE3218 SAN DIEGO. 0\ nili. TII:(6It) 554.1990 8 FAX:(6I9) 554-1985
.
1--6
-
This page blank.
~~/p
\¡ ,
{'
PACIFIC RELOCATION CONSULTANTS. LEITER OF TRANSMI1TAL
Date: April 28, 1995
TO: David Gustafson FROM: Pacific Relocation Consultants
Ass't Comm Dev Director 100 West Broadway, Suite 300
City of Chura Vista Long Beach, CA 90802
276 Fourth Avenue
Chula Vista, CA 92010 Phone: (310) 590-8564
THIS CORRESPONDENCE REFERS TO: ¡
Name: L M"" M" C-...-- I
a !Slon I ..."....a
Address: 603 Palomar Street
ChuJa Vista, CA 91911
File # or Project: Trolley Center 603-001
ATTACHED ARE DOCUMENTS TO SUPPORT THE FOLLOWING PAYMENT REQUEST(S}:
Advance Assistance Residential Moving Expense I
Rental Assistance X Business Moving Expense
Downpayment Assistance Business In-lieu I
Replacement Housing Assistance Last Resort Housing I
Fixtures and Equipment Other: I
COMMENTS: Invoice is for one-wav move and three month stor8l!:e
i
¡
THIS CHECK SHOULD BE MADE PAYABLE TO: IN THE AMOUNT OF: I
I SWli"M Mo""", "°""'. Co. I "'~".n I I
Your prompt attention in this matter is appreciated. 'I
Sincerely,
"'>"" ".N-í~' 0 '7,,~/ t-/ - 7
Mary K. O'Toole
Pacific Relocation Consultants
I
.
Claim For Actual Reasonable Moving
and Related Expenses
Business, Nonprofit Organizations and Farm Operations (State)
FOR AGENCY USE ONLY
Name of Agency I Project Name or Number Ca8e Number
l'.hula vista Redevelooment Al!"encv I Trollev Center 603-001
INSTRUCTIONS: This claim form is for the use 01 displaced businesses, nonprolit organizalions, and larm operalions that wish to apply lor a PAYMENT FOR
ACTUAL REASONABLE MOVING ANO RELATED EXPENSES, INCLUDING REESTABLISHMENT EXPENSES, rather than apply lor a FIXED PAVMENT
(the minimum fixed payment is $1,000, the maximum lixed payment is $20,000). The Agency representative will explain the differences between the two
payments. II you are eligible to choose either payment, a representative of the displacing Agency will help you determine which is most advantageous, and
will help you complete the torm. II the full amount of your claim is not approved, the Agency will provide you with a written explanation of the reason. II you
are not satistied with Agency's determination, you may appeal that determination. The Agency will expiain how to make an appeal.
SECTION A: General
,. Name Under Which Claimant Conducts Operations 12. Name, Address and Phone. of Person Filing Claim on Behall of Claimanl 3b. Date First Occupied
La Mision Mi Cabana Augustin Reyes 02/01/90
603 Palomar Street CA 91911
3a. Address From Which Claimant Moved Jc. Date Move Started
603 Palomar Street 09/27/94
Chura Vista CA 91911
4a. Address to Which Claimant Moved 4b. Date Move Complete
Business Discontinued 09/30/94
5. Type of operati.on ICheck One), r. Type 01 Ownership (Check One): 7. Is This a Final Claim? I
.....lL Bu"ness - Farm Operation ..1L Sole Proprietorship - Corporation .-X.. VES i
Nonprofit Operation Partnership Nonprofit Organization NO (Attach Explanation)
8. Computation of Payment
ITEM AMOUNT CLAIMED FOR AGENCY USE ONLY
11) Moving Expenses lirom Section B) S 15 997.48 $
I~I Storage Costs Ifoom Section C) S 1 629.69 $
13) Reasonable Search Expecses (foom Section D) S $
(4) Act"al OICect Loss 01 Pecsonal Property and Substitule Personal Poopeny (See E) S $
IS) Reestablishmenl Expenses (loom Section F) S $
(6) Other Expenses (attach explanation) S $
(7) Total Amo,nt Claimed (add Imes (1) thoough (61) S 17 627.17 $
(8) Amount Previously Received (II Any) S n $
(9) Amount Requested IUne (7) minus Une (8)) S 17 627.17 $
9. Certitication by Claimantls)
WARNING: If you knowingly or deliberataly make false stataments on th~ form, you may be subject to cMI or cominal penaities under Section 1001 ot T f e 18 of
the United States Code. In addition you may not receive any of tha amounts claJmed on this lorm. I CERTIFY that this claJm and suppoftng information are tnJa
and complete, that I have not submitted any other claim tor tha expoosas listed and that I have not been paid lor the expenses by any othar source. My cOOco of
type 01 payment was made on the basis of a full explanation by the displacing Agency rep",sentative of the difference between the two types 01 payments
available and ths aligibitity requirements for each.
Signa. t.urelsl. of Clalm.ant(SI DC Claimantls) A.gent [Title (Type 0' Printl Date. I
. .' JJ ,,- I
X -<~~r'...Tv"'" . f'~<ji~" ,~, L ~-,¡... Owner X 7 -26 - y.s '
TO BE COMPLETED BV AQENCV
Payment Action Amount of Payment Signatum Name (Type or Print) Date
10. Recommended $ 17,627.17 y-, ~v"( ,t. 0' t/;~'¿~ Mary K O'Toole / PRC 01/24/95
11. Approved
Pacific Relocation Consultants ,;.1 ~ Z5' ~c""" i
Page 1 of 2
. INVOICE
SUli.:lVAN MOVING & STORAGE CO. AGENT FOR
4660 ALVARADO CANYON ROAD UILITED
PO. BOX 600100
SAN DIEGO, CALIFORNIA 92160 § i!MrTED
~§_l
TELEPHONE: (619) 283-2146 = g,= ¡;¡~~
TOLL FREE: (800) 854-2600 U~=Ë ==
FAX (619) 283-0527 - = E'= = ==ææ!!!="@
Van Lines
AMERICA'S #1 FAMILY MOVER
TO PACIFIC RELOCATION INVOICE NUMBER
3732 45TH STREET CI9893-30
SAN DIEGO, CA 90802 INVOICE DATE
JANUARY 10, 1995
po. NUMBER
CUSTOMER NUMBER
55007
JSTOMER FROM TO SALESMAN
REYES, AUGUSTINE SAN DIEGO, CA SAN DIEGO, CA 55
SERVICE DESCRIPTION AMOUNT QUANTITY % CHARGES &
CODE OR WEIGHT RATE CREDITS
602 2 MEN LOADING & UNLOADING 5 87.75 HR 438.75
602 10/04/94 LOCAL MOVING 9.5 175.50 HR 1667.25
602 10/03/94 LOCAL MOVING 9 175.50 HR 1579.50
602 10/03/94 EXTRA MAN 9 28.10 HR 252.90
602 9/30/94 4 MEN LOADING & UNLOADING 6 - 5 175.50 HR 1140.75
602 9/29/94 4 MEN LOADING & UNLOADING 7.5 175.50 HR 1316.25
602 9/28/94 4 MEN LOADING & UNLOADING 9.5 175.50 HR 1667.25
602 9/27/94 4 MEN LOADING & UNLOADING 3.5 175.50 HR 614.25
611 PACKING MATERIAL 410.J5
613 PACKING LABOR 1228.85
634 SA!..ES TAX 410.35 7 % 28.72
BILL 3RD PARTY AD KIRK & SONS 220.25
BILL 3RD PARTY JACKSON & BLANC 147.40
BILL 3RD PARTY R HOVERS 630. ("j
BILL 3RD PARTY CA NEON PRODUCTS 2750.00
BILL 3RD PARTY I1SS IGG5.Øl1
631 TRANSIT VALUATION 30000 0.80 C$ 240.00
REGS STORAGE PER MONTH: 1011-31/94
13 VAULTS 13 25.00 EA 325.00
14 O/S ITEIIS 14 10.00 EA 140.00
REGV STORÞ.GE VALUE PER HONTH 1011-31/94 30000 0.20 C$ 60.00
REGS STORÞ.GE PER HONTH: 11/1-30/94
13 VAULTS 13 25.00 EA 325.00
14 OIS ITEMS 14 10.00 EA 140.00
REGV STORAGE VALUE PER MONTH 1111-30/94 30000 0.20 C$ 60.0Ø
REGS STORAGE PER MONTH: 1211-31/94
13 VAULTS 13 25.00 EA 325.00
14 OIS ITEMS 14 10.00 EA 140.00
REGV STORAGE VALUE PER HONTH 1211-31/94 30000 0.20 C$ 60.00
626 ACCESS 12113/94 1 27.35 HR 27.35
626 ACCESS 12/30/94 1 27.35 HR 27.35
INVOICE TOTÞ.L J/-~I 17,627.17
SULLIVAN MOVING & STORAGE CO.
4660 ALVARADO CA:. '0', ROAD -
PO BOX
SAN DleGG. C^"FCP"'P
1 ELEPHQ1" 16" 2022":[
TOLL epEE
SULLIVAN MOVING & STORAGE CO.
PACKING TICKET
PACIFIC RELOCATION
SHIPPER: PACIFIC RELOCATION '-.---- -..
ORDER #, C19893-30
PACKING MATERIALS PACKING LABOR
DISHPACK 45 5.35 240.75 45 17.45 785.25
1.5 0 1. 20 0.00 0 4.10 0.00
3.0 15 1. 60 24.00 15 5.40 81.00
4.5 40 1. 95 78.00 40 6.20 248.00
6.0 10 2.55 25.50 10 7.00 70.00
6.5 0 2.55 0.00 0 7.50 0.00
WARDROBE 2 7.80 15.60 2 6.30 12.60
CRIB 0 4.20 0.00 0 0.85 0.00
SINGLE 0 7.40 0.00 0 1.05 0.00
DOUBLE 0 9.70 0.00 0 1. 75 0.00
KNG/QUEEN 0 11.70 0.00 0 3.60 0.00
KNG SPLIT 0 7.75 0.00 0 1. 55 0.00
MIRROR 5 5.30 26.50 5 6.40 32.00
CRATES 0 0 7.00 0.00
TOTALS 117 410.35 1228.85
;.j ~ /6
RESOLUTION 1495
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA APPROVING FINAL RELOCATION ASSISTANCE PAYMENT FOR
AUGUSTIN REYES TO SULLIVAN MOVING AND STORAGE COMPANY
RESULTING FROM EMINENT DOMAIN ACTION REGARDING PALOMAR
TROLLEY CENTER
WHEREAS, the Redevelopment Agency, Plaintiff, and Augustin Reyes,
Defendant, in Superior Court Case No. 667792 regarding eminent domain action on
Assessor's Parcel No. 622-041-20, entered into Stipulation of Judgement as to All Claims for
Loss of Business Goodwill and Relocation Expenses; and,
WHEREAS, the Parties stipulated that the Redevelopment Agency would be
responsible for paying the actual costs of moving Augustin Reyes's business equipment and
paying storage costs for said equipment through December 31, 1994; and,
WHEREAS, Sullivan Moving and Storage Company provided the stipulated
moving and storage services and has submitted an invoice to the Redevelopment Agency for
those services in the total and final amount of $17, 627.17; and,
WHEREAS, it is necessary and appropriate that the Redevelopment Agency pay
the invoiced charges in order to discharge its total and final obligation in this manner; and,
WHEREAS, the necessary funds exist in the Redevelopment Agency Southwest
Project Area Fiscal Year 1996 Budget in Professional Services Account 9900-9850-5201.
NOW THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA does hereby find, order, determine and resolve that the Final Relocation Assistance
Payment for Augustin Reyes to Sullivan Moving and Storage Company in the amount of
$17,627.17 resulting from eminent domain action regarding the Palomar Trolley Center is
hereby approved.
APPROVED AS TO FORM BY:
IBB\C:\WP51 \AGENCY\RESOS\REYES-1.RESI
4-1/
-
This page blank.
t/ -- I~
JOINT COUNCILIREDEVELOPMENT AGENCY AGENDA STATEMENT
Item 5
~ Meeting Date 5/21/96
ITEM TITLE: Resolution /%3 ðg Approving agreement with Lipman Stevens Marshall
& Thene, Inc. for providing appraisal services for various capital
improvement, economic development and redevelopment projects
[and]
Agency Resolution /t-f? (,. Approving agreement with Lipman Stevens
Marshall & Thene, Inc. for provid.ng appraisal services for various capital
improvement, economic develop ent and redevelopment projects
SUBMITTED BY: Director of Public Work~
REVIEWED BY: City Manager -.J6 ~ ¿/7 (4/5ths Vote: Yes - No.X..)
Several capital improvement projects are currently budgeted which require additional right-of-way
for construction. To expedite the acquisition process, staff must first appraise the value of the
property. Staff proposes to contract for property appraisal services for a period of one year with a
renewable clause for an additional year. Staff has evaluated the proposal for providing professional
appraisal services and recommends that the City/Agency approve an agreement with Lipman Stevens
Marshall & Thene, Inc. to provide these services through May IS, 1997, which will also include a
renewable clause for an additional year through May 15, 1998.
RECOMMENDATION: That Council and the Redevelopment Agency approve the resolutions
approving the agreement with Lipman Stevens Marshall & Thene, Inc. for professional property
appraisal services.
BOARDS/COMMISSIONS RECOMMENDATION: Not applicable.
DISCUSSION:
On February 1, 1996, staff sent proposals to 50 firms to provide professional property appraisal
and/or acquisition services for the City and/or Redevelopment Agency of Chula Vista. In addition,
an ad was placed in the Star News requesting proposals on February 3, 1996. As a result of this
solicitation of proposals, 21 firms responded. Fourteen of the firms proposed to provide appraisal
services and seven firms proposed to provide acquisitions services. Six of the firms were providing
both services.
A panel of five persons approved by the City Manager/Executive Director reviewed the proposals
and met on March 25, 1996 to rank the firms. The panel consisted of one Senior Civil Engineer, on
S-j
-
Page 2, Item ~
Meeting Date 5/21/96
Civil Engineer, one Principal Community Development Specialist, one Administrative Analyst II
and the Purchasing Agent. As a result of a review of the proposals, the Committee invited five
companies to be interviewed to provide appraisal services. The Committee met on April 10, 1996
and interviewed the five firms. The Committee based their selection on the firm's qualifications and
experience of professional staff, performance of similar work, ability to provide services, willingness
to enter into a multi-year contract, the quality of the presentation, and the fees it would charge the
City to accomplish two sample appraisals, previously provided to each company. These sample
appraisals were obtained by the City recently and represent typical assignments the selected
Consultant will be expected to perform in the future. In addition to serving as a common bench for
evaluating the consultants, these samples also provided the Committee with a known frame of
reference for the price each company proposed to charge to perform the appraisals.
As a result of this interview, the firm of Lipman Stevens Marshall & Thene, Inc. was chosen to
provide property appraisal services to the City and/or Redevelopment Agency. The Committee was
particulary impressed by the firm's extensive experience in the City of Chula Vista and the quality
of the services they have provided the City/Redevelopment Agency in the past. It was the
Committee's consensus that this experience will reflect in the efficient completion of the appraisal
work and will ultimately cost the City/Redevelopment Agency less than obtaining the services ITom
the next highest ranked consultant (The Collins Co.), who gave a lower quote for the sample,
appraisals, ($2,500 vs $3,500 for Sample 1 and $4,500 vs. $5,000 for Sample 2) Both firms have the
same hourly rate of$1O0/hr for the staffmember(s) expected to perform the majority ofthe work.
The Collins Company has no Redevelopment experience and the Committee was concerned that this
could reflect on the quality of their work. It is essential that we obtain a comprehensive appraisal
in the event that the acquisition needs to be obtained via eminent domain proceedings. The firm of
Anderson & Brabant, Inc. had previously provided these services for the last two years. They did
not submit a proposal this year.
Staff proposes to contract with this firm on an as-needed basis through May 15, 1997. Included in
the contract is a renewable clause for an additional year based on written approval by the Director
of Public Works. Council/Redevelopment Agency approval of these resolutions will authorize the
Director of Public Works to renew the contract if the work has been satisfactory without further
action by the City Council, Redevelopment Agency, or the City Manager/Executive Director.
Currently, there are several projects approved in the Capital Improvement Program which will
require additional right-of-way in order to construct. Examples of a few of these projects are:
1. Main Street - Industrial Boulevard to Broadway
2. Central Drainage basin improvements east of Second Avenue
3. East H StreetiOtay Lakes Road intersection - Dual left turn
4. Oxford Street - Fifth Avenue to Fourth Avenue
S-~
-
Page 3, Item ~
Meeting Date 5/21/96
This type of contract will allow staff to proceed with design and construction of these projects in a
timely manner.
Since this agreement will provide services for several CIP projects, staff proposes to issue a purchase
order which will be amended on a project-by-project basis as appraisal services are required. Fees
for appraisal services shall be negotiated individually based on the fee schedule included in this
agreement. Table I (attached) shows the proposed fee schedule as well as how it relates to those
proposed by the other consultants considered for this contract. It should be noted that the consultant
proposing the lowest fee (Overland Resources) was not selected because they are not licensed
commercial appraisers. This is important in the event the acquisition is done via eminent domain
proceedings. Compensation for services provided under this agreement shall not exceed $100,000
for appraisal services.
FISCAL IMPACT: Funds not in the excess of a total of $100,000 will be encumbered from
individual project accounts as services are required. It is anticipated that this sum will be sufficient
to acquire the parcels required as part of the various CIP projects.
RS:sb
File No: 0400-05-KYO13
M, IHOMEIENGINEERIAGENDA IAPPRSAL. svs
5-3
-
TABLE " 1 "
COST COMPARISON WORKSHEET
FOR
APPRAISAL SERVICES
Appraisal Appraisal Appraisal
CONSULTANT Hourly Rate Sample I Sample 2
Cost Cost
David Yerke, Inc. Principal Appraiser $150 $ 4,750 $ 7,000
R/W Appraiser $100
Backer & Backer Not Included $ 3,500 $ 14,400
The Collins Co. Lead Appraiser $125 $ 2,500 $ 4,500
Assoc. Appraiser $100
Overland Resources Principal Appraiser $75* $ 1,300 $1,500
Real Prop. Agent $65*
Lipman Steven Principal Appraiser $175 $ 3,500 $ 5,000
Marshall & Thene Assoc. Appraiser $100
. Plus $0.30 per mile
B:APPREFEE.TAB
,,5-1
PARTIES AND RECITAL PAGE(S)
AGREEMENT BETWEEN
CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA,
AND
LIPMAN STEVENS MARSHALL & THENE, INC.
FOR APPRAISAL SERVICES
This agreement ("Agreement"), dated for the purposes of
reference only, and effective as of the date last executed unless another date is otherwise specified
in Exhibit A, Paragraph 1 is between the City-related entities as is indicated on Exhibit A,
paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and
the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form
is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are
set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following
facts:
Recitals
Whereas, additional public property is anticipated to be necessary for various capital
improvement, economic development and redevelopment projects;
Whereas, the City and/or Redevelopment Agency desire to proceed in a timely manner
with the design and construction of these projects and requires appraisal services to acquire the
additional property;
Whereas, Consultant warrants and represents that they are experienced and staffed in a
manner such that they are and can prepare and deliver the services required of Consultant to City
and/or Redevelopment Agency within the time frames herein provided all in accordance with the
terms and conditions of this Agreement;
(End of Recitals. Next Page starts Obligatory Provisions.)
M , \ H 0 ME\EN GINEER \0 ES I G NIAP P RAS L. A G M 5-5 Page 1
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, BE IT RESOLVED that the City, the Redevelopment Agency and
Consultant do hereby mutually agree as follows:
1. Consultant's Duties
A. General Duties
Consultant shall perform all of the services described on the attached Exhibit A, Paragraph
7, entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Consultant shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames set
forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined
Services by the times indicated does not, except at the option of the City, operate to terminate this
Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Consultant, from time to time reduce the
Defmed Services to be performed by the Consultant under this Agreement. Upon doing so, City
and Consultant agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
In addition to performing the Defined Services herein set forth, City may require
Consultant to perform additional consulting services related to the Defined Services ("Additional
Services"), and upon doing so in writing, if they are within the scope of services offered by
Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in
the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise
agreed upon. All compensation for Additional Services shall be paid monthly as billed.
E. Standard of Care
Consultant, in performing any Services under this agreement, whether Defined Services
or Additional Services, shall perform in a manner consistent with that level of care and skill
M : \ H 0 ME\EN GlNEER \D ES IG NlAP P RASL. A G M 5-ip Page 2
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
F. Insurance
Consultant represents that it and its agents, staff and subconsultants employed by it in
connection with the Services required to be rendered, are protected against the risk of loss by the
following insurance coverages, in the following categories, and to the limits specified, policies
of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better,
or shall meet with the approval of the City:
Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage
in the amount set forth in the attached Exhibit A, Paragraph 9.
Commercial General Liability Insurance including Business Automobile Insurance
coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied
separately to each project away from premises owned or rented by Consultant, which names City
and Applicant as an Additional Insured, and which is primary to any policy which the City may
otherwise carry ("Primary Coverage"), and which treats the employees of the City and Applicant
in the same manner as members of the general public ("Cross-liability Coverage").
Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless
Errors and Omissions coverage is included in the General Liability policy.
G. Proof of Insurance Coverage.
(1) Certificates of Insurance.
Consultant shall demonstrate proof of coverage herein required, prior to the
commencement of services required under this Agreement, by delivery of Certificates of Insurance
demonstrating same, and further indicating that the policies may not be canceled without at least
thirty (30) days written notice to the Additional Insured.
(2) Policy Endorsements Required.
In order to demonstrate the Additional Insured Coverage, Primary Coverage and
Cross-liability Coverage required under Consultant's Commercial General Liability Insurance
Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall
be reviewed and approved by the Risk Manager.
H. Security for Performance.
(1) Performance Bond.
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide a Performance Bond (indicated by a check mark in the parenthetical space immediately
M , IH 0 M EIEN GINEER IDES I G NIAP P RAS L. A G M 5-7 Page 3
preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the
City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager
or City Attorney which amount is indicated in the space adjacent to the term, "Performance
Bond", in said Paragraph 19, Exhibit A.
(2) Letter of Credit.
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately
preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City
an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to
the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms
of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount
satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent
to the term, "Letter of Credit", in said Paragraph 19, Exhibit A.
(3) Other Security
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark
in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then
Consultant shall provide to the City such other security therein listed in a form and amount
satisfactory to the Risk Manager or City Attorney.
I. Business License
Consultant agrees to obtain a business license from the City and to otherwise comply with
Title 5 of the Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Consultant for the purpose of reviewing the progress of the
DefIDed Services and Schedule therein contained, and to provide direction and guidance to achieve
the objectives of this agreement. The City shall permit access to its office facilities, files and
records by Consultant throughout the term of the agreement. In addition thereto, City agrees to
provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with
the further understanding that delay in the provision of these materials beyond 30 days after
authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's
performance of this agreement.
B. Compensation
Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than
M: \HOME\ENGINEER \0 ESIGNIAPPRASL.AGM S-J Page 4
monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate
Consultant for all services rendered by Consultant according to the terms and conditions set forth
in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a
"checkmark" next to the appropriate arrangement, subject to the requirement~ for retention set
forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses
as provided in Exhibit A, Paragraph 12.
All billings submitted by Consultant shall contain sufficient information as to the propriety
of the billing to permit ,the City to evaluate that the amount due and payable thereunder is proper,
and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C)
to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 13, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement. Consultant agrees to notify the City of any
staffmg changes that may affect its ability to fulfill their duties. City reserves the right to approve
any individual assigned by Consultant to work on this contract.
4. Term.
This Agreement shall terminate when the Parties have complied with all executory
provisions hereof.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit
A, Paragraph 14.
It is acknowledged by both parties that time is of the essence in the completion of this
Agreement. It is difficult to estimate the amount of damages resulting from delay in performance.
The parties have used their judgment to arrive at a reasonable amount to compensate for delay.
Failure to complete the Defmed Services within the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate").
Time extensions for delays beyond the consultant's control, other than delays caused by
the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to
the expiration of the specified time. Extensions of time, when granted, will be based upon the
effect of delays to the work and will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
M , \H 0 ME \ENGINEER \D ES IG NIAP PRASL. A G M -5 - c¡ Page 5
6. Financial Interests of Consultant
A. Consultant is Designated as an FPPC Filer.
If Consultant is designated on Exhibit A,'Paragraph 15, as an "FPPC filer", Consultant
is deemed to be a "Consultant" for the purposes{)f the Political Reform Act conflict of interest.,
and disclosure provisions, and shall report economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of
Exhibit A, or if none are specified, then as determined by the City Attorney.
B. Decline to Participate.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not
make, or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a
financial interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and
represents that Consultant has diligently conducted a search and inventory of Consultant's
economic interests, as the term is used in the regulations promulgated by the Fair Political
Practices Commission, and has determined that Consultant does not, to the best of Consultant's
knowledge, have an economic interest which would conflict with Consultant's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further
warrants and represents that Consultant will not acquire, obtain, or assume an economic interest
during the term of this Agreement which would constitute a conflict of interest as prohibited by
the Fair Political Practices Act.
E. Duty to Advise of Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further
warrants and represents that Consultant will immediately advise the City Attorney of City if
Consultant learns of an economic interest of Consultant's which may result in a conflict of interest
for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder.
F. Specific Warranties Against Economic Interests.
Consultant warrants and represents that neither Consultant, nor Consultant's immediate
family members, nor Consultant's employees or agents ("Consultant Associates") presently have
any interest, directly or indirectly, whatsoever in any property which may be the subject matter
of the Defmed Services, or in any property within 2 radial miles from the exterior boundaries of
M , IH 0 ME \EN GIN EER ID ESI G N\AP P RAS L. A G M S~/t) Page 6
any property which may be the subject matter of the Defined Services, ("Prohibited Interest"),
other than as listed in Exhibit A, Paragraph 15.
Consultant further warrants and represents that no promise of future employment,
remuneration, conSideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates in connection with Consultant' s perfonnance (}f this Agreement. Consultant
promises to advise City of any such promise that may be made during the Term of this
Agreement, or for 12 months thereafter.
Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for 12 months after the expiration of this Agreement,
except with the written permission of City.
Consultant may not conduct or solicit any business for any party to this Agreement, or for
any third party which may be in conflict with Consultant's responsibilities under this Agreement,
except with the written permission of City.
7. Hold Harmless
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys' fees) arising out of the conduct of the Consultant,
or any agent or employee, subcontractors, or others in connection with the execution of the work
covered by this Agreement, except only for those claims arising from the negligence or willful
conduct of the City, its officers, or employees. Consultant's indemnification shall include any and
all costs, expenses, attorneys' fees and liability incurred by the City, its officers, agents, or
employees in defending against such claims, whether the same proceed to judgment or not.
Further, Consultant at its own expense shall, upon written request by the City, defend any such
suit or action brought against the City, its officers, agents, or employees. Consultants'
indemnification of City shall not be limited by any prior or subsequent declaration by the
Consultant.
8. Termination of Agreement for Cause
If, through any cause, Consultant shall fail to fulfill in a timely and proper manner
Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants,
agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement
by giving written notice to Consultant of such termination and specifying the effective date thereof
at least five (5) days before the effective date of such termination. In that event, all finished or
unfinished documents, data, studies, surveys, drawings, maps, reports and other materials
prepared by Consultant shall, at the option of the City, become the property of the City, and
Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily
completed on such documents and other materials up to the effective date of Notice of
Termination, not to exceed the amounts payable hereunder, and less any damages caused City by
Consultant's breach.
M ,\ H 0 ME\EN G IN EER \D ES I G N\AP PRASL.A G M ,5"-/1 Page 7
9. Errors and Omissions
'- r"a.s"~a!iI
In the event that the City Administrator determines that the Consultants' negligence, <Z¿
errors, or omissions in the performance of work under this Agreement has resulted in expense to 4"/
City greater than would have resulted if there were no such negligence, errors, omissions, fð.¿
Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein
is intended to limit City's rights under other provisions of this agreement.
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific
written notice to Consultant of such termination and specifying the effective date thereof, at least
thirty (30) days before the effective date of such termination. In that event, all finished and
unfinished documents and other materials described hereinabove shall, at the option of the City,
become City's sole and exclusive property. If the Agreement is terminated by City as provided
in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Consultant hereby expressly waives any and all claims for damages or compensation
arising under this Agreement except as set forth herein.
11. Assignability
The services of Consultant are personal to the City, and Consultant shall not assign any
interest in this Agreement, and shall not transfer any interest in the same (whether by assignment
or novation), without prior written consent of City. City hereby consents to the assignment of
the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants
identified thereat as "Permitted Subconsultants".
12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures,
systems and any other materials or properties produced under this Agreement shall be the sole and
exclusive property of City. No such materials or properties produced in whole or in part under
this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall have
unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public
Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such re-
ports, studies, data, statistics, forms or other materials or properties produced under this
Agreement.
13. Independent Contractor
City is interested only in the results obtained and Consultant shall perform as an
independent contractor with sole control of the manner and means of performing the services
required under this Agreement. City maintains the right only to reject or accept Consultant's
work products. Consultant and any of the Consultant's agents, employees or representatives are,
M , I H 0 M EIEN GINEER IDES I G NIAP PRAS L. A G M 5-/:L, Page 8
for all purposes under this Agreement, an independent contractor and shall not be deemed to be
an employee of City, and none of them shall be entitled to any benefits to which City employees
are entitled including but not limited to, overtime, retirement benefits, worker's compensation
benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal
income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible
for the payment of same and shall hold the City harmless with regard thereto. 0
M , \ H 0 ME\EN GIN EER \D ES I G NIAP P RAS L. A G M 5"-/3 Page 9
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out of this agreement, against the City unless
a claim has first been presented in writing and filed with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
15. Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing
party shall be entitled to recover all reasonable costs incurred in the defense of the claim,
including costs and attorney's fees.
16. Statement of Costs
In the event that Consultant prepares a report or document, or participates in the
preparation of a report or document in performing the Defmed Services, Consultant shall include,
or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar
amounts of all contracts and subcontracts relating to the preparation of the report or document.
17. Miscellaneous
A. Consultant not authorized to Represent City
Urness specifically authorized in writing by City, Consultant shall have no authority to act
as City's agent to bind City to any contractual agreements whatsoever.
B. Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals
is/are licensed with the State of California or some other state as a licensed real estate broker or
salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are
licensed real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any party shall
be deemed to have been properly given or served if personally served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certified, with return receipt
M ,IHOMEIENGINEER ID ESIGNIAPPRASL. AGM 5-/1- Page 10
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the subject
matter hereof. Neither this Agreement nor any provision hereof may be amended, modified,
waived or discharged except by an instrument in writing executed by the party against which
enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it
has legal authority and capacity and direction from its principal to enter into this Agreement, and
that all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing Law/Venue
This Agreement shall be governed by and construed in accordance with the laws of the
State of California. Any action arising under or relating to this Agreement shall be brought only
in the federal or state courts located in San Diego County, State of California, and if applicable,
the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and
performance hereunder, shall be the City of Chula Vista.
[end of page. next page is signature page.]
M, IHOMEIENGINEER ID ESIGNIAPPRASL.AGM 5 -15 Page 11
SIGNATURE PAGE
TO
AGREEMENT BETWEEN CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF CHyLA VISTA AND
LIPMAN STEVENS MARSHALL & THENE, INC.
FOR APPRAISAL SERVICES
IN WITNESS WHEREOF, City, Redevelopment Agency and Consultant have executed this
Agreement thereby indicating that they have read and understood same, and indicate their full and
complete consent to its terms:
Dated: ,19- City of Chula Vista
by:
Attest: Shirley Horton, Mayor
Redevelopment Agency of the City of Chula
Beverly Authelet, City Clerk Vista
Chris Salomone, Secretary Shirley Horton, Chairperson
-ß
Lipman Stevens Marshall & Thene, Inc.
Dated: bY:~'
H. L. Lipman, CRE
President
Exhibit List to Agreement
(X) Exhibit A.
M : \H 0 ME \EN G INE ER \D ESI G NIAPPRAS L. A G M 5-/~ Page 12
-
EXHIBIT A
TO
AGREEMENT BETWEEN
CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
AND
LIPMAN STEVENS MARSHALL & THENE, INC.
1. Effective Date of Agreement: May 7, 1996
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
(X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the
State of California
() Industrial Development Authority of the City of Chula Vista, a
() Other: , a [insert business'
form]
("City")
3. Place of Business for City/Redevelopment Agency:
City of Chula Vista,
276 Fourth Avenue,
Chula Vista, CA 91910
4. Consultant: Lipman Stevens Marshall & Thene, Inc.
5. Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. . Place of Business, Telephone and Fax Number of Consultant:
401 B Street, Suite 2101
San Diego, CA 92101-4244
Voice Phone (619) 232-2801
Fax Phone (619) 232-7219
M ,IHOME\ENGINEER \DESIGNIAPPRSAL.EXA ,5-/7 Page 1
-
7. General Duties:
Consultant will prepare appraisal reports for acquisition of public right-of-way and/or
easements for street, drainage and sewer improvement purposes as well as parcel or series
of parcels contemplated for economic development or redevelopment purposes on a
requirements basis. All work shall conform to and comply with California Government
Code 7267 et. seq., its implementing regulations 25 CCR 4>6000 et. seq. (state or city
funds), and/or 42 U.S. Code 4>4601 and it implementing regulations 49 CFR Part 24 (if
federal funds utilized); and City Council Resolution Number 13877 (adopted 12/6/88) (if
City acquisition) or Redevelopment Agency Resolution Numbers 79 of 5/5/77 and 221 of
12/6/79 (if Agency acquisition).
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Appraisal services are as follows:
(1) Description of the Project
(2) Area/Neighborhood analysis
(3) General Valuation Analysis may include but not be limited to:
(a) Sales comparison approach
(b) Income approach
(c) Coast approach
(4) Highest and Best Use Commentary
(5) Parcel Appraisal(s)
(6) Direct Sales Data
(7) Market Data
(8) Right-of-Way Plans
(9) Limiting Conditions and Assumptions
(10) Certificate of Appraisal
(11) Introduction and Summary of Salient Facts
(12) Qualifications
M, IHOMEIENGINEERID ESIGNIAPPRSAL, EXA 5-/J> Page 2
(13) Pre-Construction Site Photos
A copy of the preliminary title report shall be included in the appraisal report.
The appraisal shall be prepared by fee appraisers who hold a general real estate
appraisers certifications (category of certification allows the holder to appraise all
types of properties).
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
() Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1:
Deliverable No.2:
Deliverable No.3:
D. Date for completion of all Consultant services:
Upon execution of this agreement by both parties hereto Consultant will be
authorized and directed to proceed with the preparation and completion of tasks as
provided in the Agreement. Consultant shall proceed with the work immediately
upon authorization and prosecute the work diligently to completion.
This agreement shall extend through May 7, 1997. This agreement may be
extended by written authorization from the Director of Public Works for an
additional year. This agreement may be extended by mutual consent through
completion of acquisition services initiated prior to May 7, 1998.
9. Insurance Requirements:
(X) Statutory Worker's Compensation Insurance
() Employer's Liability Insurance coverage: $1,000,000.
(X) Commercial General Liability Insurance: $1,000,000.
() Errors and Omissions insurance: None Required (included in Commercial General
Liability coverage).
(X) Errors and Omissions Insurance: $250,000 (not included in Commercial General
Liability coverage).
10. Materials Required to be Supplied by City to Consultant:
M, \HOME\ENGINEER \0 ESIGN\APPRSAL .EXA s-/? Page 3
-
City agrees to furnish to the Consultant, in a timely manner, such maps, records and other
documents and proceedings, or certified copies thereof, as are available from City offices
and may be reasonably required by the Consultant in the performance of these services.
City agrees to provide the Consultant legal descriptions, plats, and title reports for the
various parcels to be appraised. City agrees to provide engineering assistance to the
Consultant if such assistance is necessary to accurately value the property. Such assistance
would include preliminary development plans, quantity estimates, and cost estimates for
implementing the plans. The cost estimates would include land development costs, if
necessary, and costs to remedy adverse influence created by the project. City agrees to
provide the Consultant a minimum of 72 hours preliminary notice prior to requesting
appraisal work to proceed. .
11. Compensation:
A. () Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a singte fixed fee in the amounts and at the times or milestones or for the Deliverables
set forth below:
Single Fixed Fee Amount: , payable as follows:
Milestone or Event or Deliverable Amount or Percent of Fixed Fee
B. () Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the DefIDed Services by Consultant as are
separately identified below, City shall pay the fIXed fee associated with each phase of
Services, in the amounts and at the times or milestones or Deliverables set forth .
Consultant shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless City shall have issued a notice to proceed to Consultant
as to said Phase.
Phase Fee for Said Phase
1. $
2. $
3. $
M , IE 0 ME \ENGINEER ID ES [ G NIAP PRSAL. EXA S-2D Page 4
C. (X) Hourly Rate Arrangement
For performance of the Defmed Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule hereinbelow according to
the following terms and conditions:
(1) (X) -Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in
excess of said Maximum Compensation amount, Consultant agrees that Consultant
will perform all of the Defined Services herein required of Consultant on the basis
of "Not to Exceed" amount, set forth below, including all Materials, and other
"reimbursables" ("Maximum Compensation"). This "Not to Exceed" amount shall
be based on the rates listed below and shall be submitted to the City prior to
commencement of appraisal work.
(2) (X) Limitation without Further Authorization on Time and Materials
Arrangement
At such time as Consultant shall have incurred time and materials equal to
$100,000 ("Authorization Limit"), Consultant shall not be entitled to any additional
compensation without further authorization issued in writing and approved by the
City. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense.
The rates below shall apply if the contract is extended for an additional year
as provided in Paragraph 3D.
RATE SCHEDULE
Category of Employee of Consultant Name Hourly Rate
Principal Appraiser $175.00
Associate Appraiser $100.00
Licensed Associates $75-$100
Administrative Staff $35.00
Appearance in Court or Administrative $125-$200
Proceedings
Deposition Testimony $125-$200
() Hourly rates may increase by 6% for services rendered after [month],
19_, if delay in providing services is caused by City.
M , 1 H 0 M E \ENGINEER 10 ES [G NIA P PRS AL. EXA 5' -,,2/ Page 5
12. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of
services herein required, City shall pay Consultant at the rates or amounts set forth ,?elow:
(X) None, the compensation includes all costs;
Cost or Rate
( ) Reports, not to exceed $_:
( ) Copies, not to exceed $_:
( ) Travel, not to exceed $-
( ) Printing, not to exceed $_:
( ) Postage, not to exceed $_:
( ) Delivery, not to exceed $_:
( ) Long Distance Telephone Charges,
not to exceed $_.
( ) Other Actual Identifiable Direct Costs:
, not to exceed $-
, not to exceed $-
13. Contract Administrators:
City: Roberto Saucedo, Senior Civil Engineer
Consultant: H. L. "Bill" Lipman, President
14. Liquidated Damages Rate:
() $_perday.
(X) Other: None.
15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code:
(X) Not Applicable. Not an FPPC Filer.
() FPPC Filer
() Category No. I. Investments and sources of income.
() Category No.2. Interests in real property.
() Category No.3. Investments, interest in real property and sources of
income subject to the regulatory, permit or licensing authority of the
department.
M, IHOMEIENGINEER ID ESIGNIAPPRSAL.EXA ,5-:2-:2.- Page 6
() Category No.4. Investments in business entities and sources of income
which engage in land development, construction or the acquisition or sale
of real property.
() Category No.5. Investments in businèss entities and sources of income of
the type which, .within the past two years, have contracted with the City of
Chula Vista (Redevelopment Agency) to provide services, supplies,
materials, machinery or equipment.
() Category No.6. Investments in business entities and sources of income of
the type which, within the past two years, have contracted with the
designated employee's department to provide services, supplies, materials,
machinery or equipment.
() Category No.7. Business positions.
() List "Consultant Associates" interests in real property within 2 radial miles of
Project Property, if any:
16. () Consultant is Real Estate Broker and/or Salesman
17. Permitted Subconsultants:
18. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(X) Monthly
() Quarterly
() Other:
B. Day of the Period for submission of Consultant's Billing:
() First of the Month
(X) 15th Day of each Month
() End of the Month
() Other:
M ,IHOMEIENGINEER ID ESIGN\APPRSAL. EXA $-23 Page 7
-
C. City's Account Number: Various CIP accounts.
19. Security for Perfonnance
() Perfonnance Bond, $
() Letter of Credit, $
() Other Security:
Type:
Amount: $
() Retention. If this space is checked, then notwithstanding other provisions to the
contrary requiring the payment of compensation to the Consultant sooner, the City
shall be entitled to retain, at their option, either the following "Retention
Percentage" or "Retention Amount" until the City detennines that the Retention
Release Event, listed below, has occurred:
() Retention Percentage: - %
() Retention Amount: $
Retention Release Event:
() Completion of All Consultant Services
() Other:
M, \HOME\ENGINEER \DESIGNIAPPRSAL. EXA E-:uj Page 8
RESOLUTION NO. /fJ{)!
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AGREEMENT WITH LIPMAN
STEVENS MARSHALL & THENE, INC. FOR PROVIDING
APPRAISAL SERVICES FOR VARIOUS CAPITAL
IMPROVEMENT, ECONOMIC DEVELOPMENT AND
REDEVELOPMENT PROJECTS
WHEREAS, several capital improvement projects are
currently budgeted which require additional right-Of-way for
construction and in order to expedite the acquisition process,
staff must first appraise the value of the property; and
WHEREAS, staff proposes to contract for property
appraisal services for a period of one year with a renewable clause
for an additional year; and
WHEREAS, staff has evaluated the proposal for providing
professional appraisal services and recommends that the City/Agency
approve an agreement with Lipman Stevens Marshall & Thene, Inc. to
provide these services through May 15, 1997, which will also
include a renewable clause for an additional year through May 15,
1998.
NOW, THEREFORE, BE IT RESOLVED the City Council of the
City of Chula Vista does hereby approve an Agreement with Lipman
Stevens Marshall & Thene, Inc. for providing appraisal services for
various capital improvement, economic development and redevelopment
project, a copy of which is on file in the office of the City Clerk
as Document No.
BE IT FURTHER RESOLVED that the Mayor is hereby
authorized and directed to execute said Agreement for and on behalf
of the city of Chula vista.
Presented by ~h
John P. Lippitt, Director of Bruce M. , City
Public Works Attorney
C:lrsllip.an
S -:1..5
This page blank.
S -;¿~
RESOLUTION NO. /'19'
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA APPROVING AGREEMENT WITH
LIPMAN STEVENS MARSHALL & THENE, INC. FOR
PROVIDING APPRAISAL SERVICES FOR VARIOUS
CAPITAL IMPROVEMENT, ECONOMIC DEVELOPMENT AND
REDEVELOPMENT PROJECTS
WHEREAS, several capital improvement projects are
currently budgeted which require additional right-of-way for
construction and in order to expedite the acquisition process,
staff must first appraise the value of the property; and
WHEREAS, staff proposes to contract for property
appraisal services for a period of one year with a renewable clause
for an additional year; and
WHEREAS, staff has evaluated the proposal for providing
professional appraisal services and recommends that the City/Agency
approve an agreement with Lipman Stevens Marshall & Thene, Inc. to
provide these services through May 15, 1997, which will also
include a renewable clause for an additional year through May 15,
1998.
NOW, THEREFORE, BE IT RESOLVED the Redevelopment Agency
of the City of Chula vista does hereby approve an Agreement with
Lipman Stevens Marshall & Thene, Inc. for providing appraisal
services for various capital improvement, economic development and
redevelopment project, a copy of which is on file in the office of
the Secretary to the Redevelopment Agency as Document No.
BE IT FURTHER RESOLVED that the Chairman is hereby
authorized and directed to execute said Agreement for and on behalf
of the Redevelopment Agency of the City of Chula Vista.
Presented by (l;T"/ 0 fO=({
Bruce ~. Bo ga ~~encY
John P. Lippitt, Director of
Public Works Attorney
C:\rs\lipoan
.5 -.27
This page blank.
.j-- :¿J>
JOINT COUNCILIREDEVELOPMENT AGENCY AGENDA STATEMENT
Item~
Meeting Date 5/21/96
ITEM TITLE: Resolution ¿f3ð 7 Approving agreement with Ryals and Associates for
providing ri t-of-way acquisition and relocation services for various capital
improvement, economic development and redevelopment projects
[and]
Agency Resolution) 117 Approving agreement with Ryals and
Associates for providing right-of-way acquisition and relocation services for
various capital improvement, economic development and redevelopment
projects
SUBMITTED BY: Directm ofPolili, wo,~
REVIEWED BY: City Manage~ ~ /. (4/5ths Vote: Yes - NoX)
.--/
Several capital improvement projects are currently budgeted which require additional right-of-way
for construction. To expedite the acquisition process, staff proposes to contract for property
acquisition and relocation services for a period of one year with a renewable clause for an additional
year. Staff has evaluated several proposals for providing professional acquisition and relocation
services and recommends that the City/Agency approve an agreement with Ryals and Associates to
provide these services through May 15, 1997, which will also include a renewable clause for an
additional year through May 15, 1998.
RECOMMENDATION: That Council and the Redevelopment Agency approve the resolutions
approving the agreement with Ryals and Associates for professional property acquisition and
relocation services.
BOARDS/COMMISSIONS RECOMMENDATION: Not applicable.
DISCUSSION:
On February I, 1996, staff sent proposals to 50 firms to provide professional property appraisal
and/or acquisition services for the City and/or Redevelopment Agency of Chula Vista. In addition,
an ad was placed in the Star News requesting proposals on February 3, 1996. As a result of this
solicitation of proposals, 21 firms responded. Fourteen of the firms proposed to provide appraisal
services and seven fmns proposed to provide acquisitions services. Six of the firms were providing
both services.
~-I
-
Page 2, Item ~
Meeting Date 5/21/96
A panel of five persons approved by the City ManagerlExecutive Director reviewed the proposals
and met on March 25, 1996 to rank the fmns. The panel consisted of one Senior Civil Engineer, one
Civil Engineer, one Principal Community Development Specialist, one Administrative Analyst II
and the Purchasing Agent. As a result of a review of the proposals, the Committee invited five
companies to be interviewed to provide the acquisition and relocation services. The Committee met
on April 1 0, 1996 and interviewed the five firms. The Committee based their selection on the firm's
qualifications and experience of professional staff, performance of similar work, ability to provide
services, willingness to enter into a multi-year contract, the quality of the presentation, and the fees
it would charge the City to accomplish two sample acquisitions, previously provided to each
company. These sample acquisitions were obtained by the City recently and represent typical
assignments the selected Consultant will be expected to perform in the future. In addition to serving
as a common bench for evaluating the consultants, these samples also provided the Committee with
a known frame of reference for the price each company proposed to charge to perform the
acquisitions. As a result of this interview, the firm of Ryals and Associates was chosen to provide
property appraisal services to the City and/or Redevelopment Agency. This firm has provided these
services for the last two years.
Staff proposes to contract with this firm on an as-needed basis through May IS, 1997. Included in
the contract is a renewable clause for an additional year based on written approval by the Director
of Public Works. Council/Redevelopment Agency approval of these resolutions will authorize the
Director of Public Warks to renew the contract if the work has been satisfactory without further
action by the City Council, Redevelopment Agency, or the City ManagerlExecutive Director.
Currently, there are several projects approved in the Capital Improvement Program which will
require additional right-of-way in order to construct. Examples of a few of these projects are:
1. Main Street - Industrial Boulevard to Broadway
2. Drainage basin improvements east of Second Avenue
3. East H Street/Otay Lakes Road intersection - Dual left turn
4. Oxford Street - Fifth Avenue to Fourth Avenue
This type of contract will allow staff to proceed with design and construction of these projects in a
timely manner.
Since this agreement will provide services for several CIP projects, staff proposes to issue a purchase
order which will be amended on a project-by-project basis as acquisition and relocation services are
required. Fees for these services shall be negotiated individually based on the fee schedule included
in this agreement. Table I (attached) shows the proposed fee schedule as well as how it relates to
those proposed by the other consultants considered for this contract. The quotes provided by Ryals
& Associates for the sample acquisitions were higher than those provided by Overland Resources
($2,000 vs. $1,500 for Sample 1 and $4,000 vs. $1,700 for Sample 2). The acquisition hourly rate
proposed by Ryals &Associates are $5/hour lower than those proposed by Overland Resources,
t,-.J-
Page 3, Item ~
Meeting Date 5/21/96
however. Faced with this dichotomy, the Committee questioned Overland Resources's ability to
provide the services for the price quoted. It should be noted that Sample I consisted of a relatively
easy acquisition which was estimated to take approximately 20-25 hours to process. Sample 2 was
a complicated acquisition which involved the relocation of an existing house of worship. This later
relocation was estimated to take approximately 40-50 hours to complete. The fact that Overland
Resources quoted their fee for this acquisition only $200 higher (or about 3 hours more) than they
quoted for Sample I, created a concern in the minds of the Committee members that Overland
Resources underestimated the amount of time it took to complete an acquisition. At the conclusion
of the interview and based on the presentation by Overland Resources representatives, it was the
Committee's consensus that the Ryals quotes more accurately reflected the true costs of the
acquisitions and that Overland Resources' quotes were lower in order to get a more favorable rating.
Ryals and Associate's hourly rates were the lowest of all five consultants interviewed for the
contract. This fact, together with the excellent service provided by Ryals during the past two years,
assure that the City will receive quality work at favorable rates. Ryals has agreed to retain the same
rates for an additional year, should the contract be extended. Another economic difference between
the Ryals and Overland Resources proposal is that Ryals will not charge a mileage fee, while
Overland proposes to charge $.30/mile. Thus, the Committee believes it has negotiated a fee
schedule with Ryals which is fair and reasonable to the City/Redevelopment Agency. Compensation
for services provided under this agreement shall not exceed $75,000.
The agreement provides that the consultant shall only assign those individuals specifically approved
by the City/Redevelopment Agency that substitutes or replacements shall also be approved by the
City/Redevelopment Agency. It further grants the City/Redevelopment Agency the right to
terminate the contract in the event the consultant is unable to provide acceptable personnel. If it
becomes necessary to terminate the contract, staff proposes to select a replacement firm from the
remaining four consultants interviewed.
FISCAL IMPACT: Funds not in the excess of a total of $75,000 will be encumbered from
individual project accounts as services are required. It is anticipated that this sum will be sufficient
to acquire the parcels required as part of the various CIP projects.
RS:sb
File No: 0400-05-KYO13
M:\HOMEIENGINEER \AGENDA \ROW ACQU, SVS
~-3
TABLE " 1 "
COST COMPARISON WORKSHEET
FOR RIGHT OF WAY
ACQUISITION SERVICES
Acquisition Acquisition Acquisition
CONSULTANT Hourly Rate Sample I Sample 2
Cost Cost
Project Manager $90/Hr
David Yerke, Inc.' Acquisition Agent $70/Hr $ 4,300 $ 14,400
Relocation Agent $80/Hr
Backer & Backer' Project Manager $90/Hr $ 4,300 $ 14,400
Acquisition Agent $701Hr
Relocation Agent $80/Hr
The Collins Co. Acquisition Agent $801Hr $ 4,500 $ 5,250
Relocation Agent $80/Hr
Principal Agent $75/Hr
Overland Resources Relocation Agent $65/Hr $ 1,500 $ 1,700
Real Prop. Agent $651Hr
Project Manager $701Hr
Ryals & Associates Acquisition Agent $601Hr $ 2,000 $ 4,000
Relocation Agent $60/Hr
. Both Consultants Proposed Same Sub-Consultant (JANMAC, Inc.)
B:ACQUIFEE.TAB
(p--f
-
PARTIES AND RECITAL PAGE(S)
AGREEMENT BETWEEN
CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
AND
RYALS & ASSOCIATES
FOR PROPERTY ACQUISITION SERVICES
This agreement ("Agreement"), dated for the purposes of
reference only, and effective as of the date last executed unless another date is otherwise specified
in Exhibit A, Paragraph 1 is between the City-related entities as is indicated on Exhibit A,
paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and
the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form
is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are
set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following
facts:
Recitals
Whereas, additional public right-of-way or property is anticipated to be required for
several capital improvement, economic development and redevelopment projects; and
Whereas, the City and/or Redevelopment Agency desires to proceed in a timely manner
with the design and construction of these projects and requires acquisition services to acquire
the additional property; and
Whereas, Consultant warrants and represents that they are experienced and staffed in a
manner such that they are and can prepare and deliver the services required of Consultant to
City and/or Redevelopment Agency within the time frames herein provided all in accordance
with the terms and conditions of this Agreement;
(End of Recitals. Next Page starts Obligatory Provisions.)
c,-§
M ,IHOMEIENGINEER ID ESIGNIR Y ALROW.AGM Page 1
-
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, BE IT RESOLVED that the City, the Redevelopment Agency and
Consultant do hereby mutually agree as follows:
1. Consultant's Duties
A. General Duties
Consultant shall perfonn all of the services described on the attached Exhibit A, Paragraph
7, entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said" General Duties", Consultant shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames set
forth in Exlùbit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined
Services by the times indicated does not, except at the option of the City, operate to tenninate this
Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Consultant, from time to time reduce the
DefIDed Services to be perfonned by the Consultant under this Agreement. Upon doing so, City
and Consultant agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
In addition to perfonning the Defined Services herein set forth, City may require
Consultant to perfonn additional consulting services related to the Defined Services ("Additional
Services"), and upon doing so in writing, if they are within the scope of services offered by
Consultant, Consultant shall perfonn same on a time and materials basis at the rates set forth in
the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fIXed fee is otherwise
agreed upon. All compensation for Additional Services shall be paid monthly as billed.
E. Standard of Care
Consultant, in perfonning any Services under this agreement, whether Defined Services
or Additional Services, shall perfonn in a manner consistent with that level of care and skill
¿ ~þ
M, IHOMEIENGINEER ID ESIGNIR Y ALROW.AGM Page 2
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
F. Insurance
Consultant represents that it and its agents, staff and subconsultants employed by it in
connection with the Services required to be rendered, are protected against the risk of loss by the
following insurance coverages, in the following categories, and to the limits specified, policies
of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better,
or shall meet with the approval of the City:
Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage
in the amount set forth in the attached Exhibit A, Paragraph 9.
Commercial General Liability Insurance including Business Automobile Insurance
coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied
separately to each project away from premises owned or rented by Consultant, which names City
and Applicant as an Additional Insured, and which is primary to any policy which the City may
otherwise carry ("Primary Coverage"), and which treats the employees of the City and Applicant
in the same manner as members of the general public ("Cross-liability Coverage").
Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless
Errors and Omissions coverage is included in the General Liability policy.
G. Proof of Insurance Coverage.
(I) Certificates of Insurance.
Consultant shall demonstrate proof of coverage herein required, prior to the
commencement of services required under this Agreement, by delivery of Certificates of Insurance
demonstrating same, and further indicating that the policies may not be canceled without at least
thirty (30) days written notice to the Additional Insured.
(2) Policy Endorsements Required.
In order to demonstrate the Additional Insured Coverage, Primary Coverage and
Cross-liability Coverage required under Consultant's Commercial General Liability Insurance
Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall
be reviewed and approved by the Risk Manager.
H. Security for Performance
(I) Performance Bond.
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide a Performance Bond (indicated by a check mark in the parenthetical space immediately
'~7
M:\HOME\ENGINEER\DESIGN\RY ALROW,AGM Page 3
preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the
City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager
or City Attorney which amount is indicated in the space adjacent to the term, "Performance
Bond", in said Paragraph 19, Exhibit A.
(2) Letter of Credit.
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately
preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City
an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to
the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms
of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount
satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent
to the term, "Letter of Credit", in said Paragraph 19, Exhibit A.
(3) Other Security
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to
provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark
in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then
Consultant shall provide to the City such other security therein listed in a form and amount
satisfactory to the Risk Manager or City Attorney.
I. Business License
Consultant agrees to obtain a business license from the City and to otherwise comply with
Title 5 of the Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Consultant for the purpose of reviewing the progress of the
Defmed Services and Schedule therein contained, and to provide direction and guidance to achieve
the objectives of this agreement. The City shall permit access to its office facilities, files and
records by Consultant throughout the term of the agreement. In addition thereto, City agrees to
provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with
the further understanding that delay in the provision of these materials beyond 30 days after
authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's
performance of this agreement.
~-f
M:\HOME\ENGINEER\DESIGN\RY ALROW.AGM Page 4
-
B. Compensation
Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than
monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate
Consultant for all services rendered by Consultant according to the tenus and conditions set forth
in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a
"checlanark" next to the appropriate arrangement, subject to the requirements for retention set
forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses
as provided in Exhibit A, Paragraph 12.
All billings submitted by Consultant shall contain sufficient infonuation as to the propriety
of the billing to permit the City to evaluate that the amount due and payable thereunder is proper,
and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C)
to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 13, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement. Consultant agrees to notify the City of any
staffmg changes that may affect its ability to fulfill their duties. City reserves the right to approve
any individual assigned by Consultant to work on this contract.
4. Term.
This Agreement shall tenuinate when the Parties have complied with all executory
provisions hereof.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit
A, Paragraph 14.
It is acknowledged by both parties that time is of the essence in the completion of this
Agreement. It is difficult to estimate the amount of damages resulting from delay in performance.
The parties have used their judgment to arrive at a reasonable amount to compensate for delay.
Failure to complete the Defined Services within the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate").
Time extensions for delays beyond the consultant's control, other than delays caused by
the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to
~'/
M,IHOMEIENGINEERIDESIGNIRY ALROW.AGM Page 5
-
the expiration of the specified time. Extensions of time, when granted, will be based upon the
effect of delays to the work and will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
6. Financial Interests of Consultant
A. Consultant is Designated as an FPPC Filer.
If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant
is deemed to be a "Consultant" for the purposes of the Political Refonn Act conflict of interest
and disclosure provisions, and shall report economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of
Exhibit A, or if none are specified, then as determined by the City Attorney.
B. Decline to Participate.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not
make, or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a
financial interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and
represents that Consultant has diligently conducted a search and inventory of Consultant's
economic interests, as the tenn is used in the regulations promulgated by the Fair Political
Practices Commission, and has detennined that Consultant does not, to the best of Consultant's
knowledge, have an economic interest which would conflict with Consultant's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further
warrants and represents that Consultant will not acquire, obtain, or assume an economic interest
during the tenn of this Agreement which would constitute a conflict of interest as prohibited by
the Fair Political Practices Act.
E. Duty to Advise of Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further
warrants and represents that Consultant will immediately advise the City Attorney of City if
Consultant learns of an economic interest of Consultant's which may result in a conflict of interest
for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder.
~ - If)
M, \HOME\ENGINEER \D ESIGN\R Y ALROW.AGM Page 6
-
F. Specific Warranties Against Economic Interests.
Consultant warrants and .represents that neither Consultant, nor Consultant's immediate
family members, nor Consultant's employees or agents ("Consultant Associates") presently have
any interest, dÎrectly or indirectly, whatsoever in any property which may be the subject matter
of the DerIDed Services, or in any property within 2 radial miles from the exterior boundaries of
any property which may be the subject matter of the Defined Services, ("Prohibited Interest"),
other than as listed in Exhibit A, Paragraph 15.
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates in connection with Consultant's performance of this Agreement. Consultant
promises to advise City of any such promise that may be made during the Term of this
Agreement, or for 12 months thereafter.
Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for 12 months after the expiration of this Agreement,
except with the written permission of City.
Consultant may not conduct or solicit any business for any party to this Agreement, or for
any third party which may be in conflict with Consultant's responsibilities under this Agreement,
except with the written permission of City.
7. Hold Harmless
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys' fees) arising out of the conduct of the Consultant,
or any agent or employee, subcontractors, or others in connection with the execution of the work
covered by this Agreement, except OIÙY for those claims arising from the sole negligence or sole
willful conduct of the City, its officers, or employees. Consultant's indemnification shall include
any and all costs, expenses, attorneys' fees and liability incurred by the City, its officers, agents,
or employees in defending against such claims, whether the same proceed to judgment or not.
Further, Consultant at its own expense shall, upon written request by the City, defend any such
suit or action brought against the City, its officers, agents, or employees. Consultants'
indemnification of City shall not be limited by any prior or subsequent declaration by the
Consultant.
8. Termination of Agreement for Cause
If, through any cause, Consultant shall fail to fulfill in a timely and proper manner
Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants,
agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement
by giving written notice to Consultant of such termination and specifying the effective date thereof
at least five (5) days before the effective date of such termination. In that event, all finished or
unfinished documents, data, studies, surveys, drawings, maps, reports and other materials
~ -/1
M, \HOME\ENGINEER ID ESIGN\R Y ALROW.AGM Page 7
-
prepared by Consultant shall, at the option of the City, become the property of the City, and
Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily
completed on such documents and other materials up to the effective date of Notice of
Termination, not to exceed the amounts payable hereunder, and less any damages caused City by
Consultant's breach.
9. Errors and Omissions
In the event that the City Administrator determines that the Consultants' negligence,
errors, or omissions in the performance of work under this Agreement has resulted in expense to
City greater than would have resulted if there were no such negligence, errors, omissions,
Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein
is intended to limit City's rights under other provisions of this agreement.
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific
written notice to Consultant of such termination and specifying the effective date thereof, at least
thirty (30) days before the effective date of such termination. In that event, all finished and
unfinished documents and other materials described hereinabove shall, at the option of the City,
become City's sole and exclusive property. If the Agreement is terminated by City as provided
in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Consultant hereby expressly waives any and all claims for damages or compensation
arising under this Agreement except as set forth herein.
11. Assignability
The services of Consultant are personal to the City, and Consultant shall not assign any
interest in this Agreement, and shall not transfer any interest in the same (whether by assignment
or novation), without prior written consent of City. City hereby consents to the assignment of
the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants
identified thereat as "Permitted Subconsultants".
12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures,
systems and any other materials or properties produced under this Agreement shall be the sole and
exclusive property of City. No such materials or properties produced in whole or in part under
this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall have
unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public
Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such re-
ports, studies, data, statistics, forms or other materials or properties produced under this
Agreement.
t -/~
M, IHOMEIENGINEER ID ESIGNIR Y ALROW.AGM Page 8
-
13. Independent Contractor
City is interested only in the results obtained and Consultant shall perform as an
independent contractor with sole control of the manner and means of performing the services
required under this Agreement. City maintains the right only to reject or accept Consultant's
work products. Consultant and any of the Consultant's agents, employees or representatives are,
for all purposes under this Agreement, an independent contractor and shall not be deemed to be
an employee of City, and none of them shall be entitled to any benefits to which City employees
are entitled including but not limited to, overtime, retirement benefits, worker's compensation
benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal
income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible
for the payment of same and shall hold the City harmless with regard thereto.
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out of this agreement, against the City unless
a claim has first been presented in writing and filed with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
15. Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing
party shall be entitled to recover all reasonable costs incurred in the defense of the claim,
including costs and attorney's fees.
16. Statement of Costs
In the event that Consultant prepares a report or document, or participates in the
preparation of a report or document in performing the Defined Services, Consultant shall include,
or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar
amounts of all contracts and subcontracts relating to the preparation of the report or document.
17. Miscellaneous
A. Consultant not authorized to Represent City
Unless specifically authorized in writing by City, Consultant shall have no authority to act
as City's agent to bind City to any contractual agreements whatsoever.
10 - /3
M, \HOMEIENGINEER \0 ESIGN\R Y ALROW .AGM Page 9
-
B. Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals
is/are licensed with the State of California or some other state as a licensed real estate broker or
salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are
licensed real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or pennitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any party shall
be deemed to have been properly given or served if personally served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certified, with return receipt
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the subject
matter hereof. Neither this Agreement nor any provision hereof may be amended, modified,
waived or discharged except by an instrument in writing executed by the party against which
enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it
has legal authority and capacity and direction from its principal to enter into this Agreement, and
that all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing Law/Venue
This Agreement shall be governed by and construed in accordance with the laws of the
State of California. Any action arising under or relating to this Agreement shall be brought only
in the federal or state courts located in San Diego County, State of California, and if applicable,
the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and
performance hereunder, shall be the City of Chula Vista.
[end of page. next page is signature page.]
, ~ If
M: IHOMEIENGINEER IDESIGNIR Y ALROW,AGM Page 10
-
SIGNATURE PAGE
TO
AGREEMENT BETWEEN CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND
RYALS & ASSOCIATES
FOR PROPERTY ACQUISITION SERVICES
IN WITNESS WHEREOF, City, Redevelopment Agency and Consultant have executed this
Agreement thereby indicating that they have read and understood same, and indicate their full and
complete consent to its tenus:
Dated: ,19- City of Chula Vista
by:
Attest: Shirley Horton, Mayor
Redevelopment Agency of the City of Chula
Beverly Authelet, City Clerk Vista
Chris Salomone, Secretary Shirley Horton, Chairperson
A:£~
~ruce M. Boogaard, C' Y Ryals
Dated: 4/z=fif by:
Exhibit List to Agreement
(X) Exhibit A.
() Exhibit B.
~ -15
M, IHOMEIENGINEER IDESIGNIR Y ALROW.AGM Page 11
EXIllBIT A
TO
AGREEMENT BETWEEN
CITY OF CHULA VISTA,
REDEVELOPMENT AGENCY OF THE CITY OF'CHULA VISTA
AND
RYALS & ASSOCIATES
1. Effective Date of Agreement: May 7,1996
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
(X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the
State of California
( ) Industrial Development Authority of the City of Chula Vista, a
( ) Other: , a [insert business fonn]
("City")
3. Place of Business for CitylRedevelopment Agency:
City ofChula Vista/Redevelopment Agency,
276 Fourth Avenue,
Chula Vista, CA 91910
4. Consultant: Ryals & Associates
5. Business Fonn of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
4167 Avenida De La Plata, Suite 115
Oceanside, CA 92056
Voice Phone (619) 724-9794
Fax Phone (619) 732-1367
¿. - (k:,
M,IHOME\ENGINEERIDESIGN\R Y ALSROW.EXA -' Page I
--
7. General Duties:
Consultant shall provide property acquisition and specialized services on a requirement basis
when requested in conjunction with various capital improvement, economic development
and redevelopment projects. Acquisition shall be in accordance with California Government
Code Section 7267 et. seq., its implementing regulations 25 CCR 4>6000 et. seq. tstate or city
funds, and/or 42 U.S. Code cþ4601 and it implementing regulations 49 CFR Part 24 (if
federal funds utilized); and City Council Resolution Number 13877 (adopted 12/6/88) (if
City acquisition) or Redevelopment Agency Resolution Numbers 79 of 5/5/77 and 221 of
12/6179 (if Agency acquisition).
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Acauisition services are as follows:
I. Review title/litigation reports, appraisal reports, right-of-way and
construction drawings and other documents in sufficient detail to properly
negotiate with the owner(s) and other parties in interest.
2. Acquisitions will be negotiated in concert with the applicable Federal/State
constitutional statute provisions. If relocation assistance is applicable,
consultant will advise owner occupant or tenant that they may be entitled to
Relocation Assistance Program benefits.
3. Conduct negotiations in a professional, fair, honest and ethical manner.
Every reasonable effort shall be made to negotiate with the property owner
on a person-to-person basis. If the owner designates another party, such as
an attorney, to negotiate on their behalf, the Consultant will abide by this
request.
4. If required by applicable law or policy, or otherwise directed by City's
Contract Administrator, written offers to acquire real property interests will
include an "Appraisal Summary Statement" and be mailed CERTIFIED
MAIL. The offer will be made on the basis of the full estimate of market
value supported by the appraisal with no portion withheld for further
concession.
5. Negotiations will continue in good faith for as long as there is a reasonable
likelihood of reaching a settlement. Settlements will be based on the concept
of fair market value supported by CUITent accepted appraisal practices.
6. The Consultant will keep the appraiser advised as to problems relating to the
Fair Market Value offer and will provide the appraiser with any additional
market data that has been provided by the property owner.
10-/7
M,\HOMElENGINEERIDESIGNIR Y ALSROW.EXA Page 2
-
7. The Consultant shall prepare an acquisition schedule for each parcel to be
acquired and shall keep City and/or the Agency advised of the status of
negotiations in terms of the owner's attitude, problem areas, and the
likelihood of a negotiations impasse and the probability of an eminent
domain action.
In the event progress in the acquisition process is found to be unacceptable
to the City/Redevelopment Agency and such lack of progress is due to the
Consultant's action or inattention to the service, City shall have the right to
terminate the agreement and/or assess liquidated damages as herein provided.
8. The Consultant will recommend eminent domain proceedings in the event an
impasse is reached in the negotiation process and provide City with
supporting documentation.
9. If required, an escrow account will be opened upon the acceptance of an offer
to purchase. The Consultant(s) shall use the escrow facilities of the title
company designated by the City.
10. Consultant will promptly transmit to City for acceptance, documents
executed by owner(s) or other parties in interest. A report summarizing the
pertinent data relative to the transaction will be included.
11. Consultant will maintain an acquisition file for each parcel and maintain a
joumal of all contacts made by the property owner(s) setting forth a summary
of negotiations and other related information. A copy of each file shall be
given to the City.
12. Consultant will provide the City with a monthly status report on all property
acquisitions in progress.
Consultant shall Drovide specialized services under request which may include the
followin~:
1. Preparation of conveyance documents, right of entry permit, temporary
license to perform work, encroachment permit, etc. and special agreements
necessary for acquisitions, option exchanges, leases and other documents
subject to City approval.
2. Preparation of legal descriptions.
3. Consultation with City staff or legal counsel regarding acquisition or lease
negotiation procedures and policies.
4. Disposition of surplus real property.
~ -¡ç
M,IHOMElENGINEERIDESIGNIR Y ALSROW.EXA Page 3
5. Provide relocation assistance services and administer the relocation benefits
to which the owner or tenant is entitled to receive.
6. Prepare "REPLACEMENT HOUSING VALUATION REPORTS" as
support documentation for purchase/rental differential payments.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliver abies:
Deliverable No. I:
Deliverable No.2:
Deliverable No.3:
D. Date for completion of all Consultant services:
Upon execution of this agreement by both parties hereto Consultant will be
authorized and directed to proceed with the preparation and completion of tasks as
provided in this section. Consultant shall proceed with the work immediately upon
authorization and prosecute the work diligently to completion.
This agreement shall extend through May 7,1997. This agreement may be extended
by written authorization ITom the Director of Public Works for an additional year.
This agreement may be extended by mutual consent through completion of
acquisition services initiated prior to May 7, 1998.
9. Insurance Requirements:
(X) Statutory Worker's Compensation Insurance
() Employer's Liability Insurance coverage: $1,000,000.
(X) Commercial General Liability Insurance: $1,000,000.
( ) Errors and Omissions insurance: None Required (included in Commerciai General
Liability coverage).
(X) Errors and Omissions Insurance: $250,000 (not included in Commercial General
Liability coverage).
10. Materials Required to be Supplied by City to Consultant:
City further agrees to furnish to the Consultant, in a timely manner, such maps, records and
other documents and proceedings, or certified copies thereof, as are available ITom City
offices and may be reasonably required by the Consultant in the perfornance of these
~ - (1
M,IHOMElENGINEERIDESIGNlRY ALSROW ,EXA Page 4
-
services. City agrees to provide the Consultant a minimum of 72 hours preliminary notice
prior to requesting acquisition work to proceed.
II. Compensation:
A. () Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City and/or
Redevelopment Agency shall pay a single fixed fee in the amounts and at the times or milestones
or for the Deliverables set forth below:
Single Fixed Fee Amount: , payable as follows:
Milestone or Event or Deliverable Amount or Percent of Fixed Fee
B. ( ) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City and/or Redevelopment Agency shall pay the fixed fee associated
with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth
. Consultant shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless City and/or Redevelopment Agency shall have issued a notice to
proceed to Consultant as to said Phase.
Phase Fee for Said Phase
1. $
2. $
3. $
C. (X) Hourly Rate Arrangement
For performance of the Defmed Services by Consultant as herein required, City and/or
Redevelopment Agency shall pay Consultant for the productive hours of time spent by Consultant
in the performance of said Services, at the rates or amounts set forth in the Rate Schedule
hereinbelow according to the following terms and conditions:
6 ~ J-ð
M ,IHOME\ENGINEERIDESIGNIR Y ALSROW.EXA Page 5
-
/--6!L~ No',"""""'" Limi"'"on 00 Tim, ~d M",,",¡' Ammg=,",
. otwithstanding the expenditure by Consultant of time and materials in
excess of said Maximum Compensation amount, Consultant agrees that Consultant
will perform all of the Defined Services herein required of Consultant on the basis
of "Not to Exceed" amount, set forth -below, including all Materials, and other
"reimbursables" ("Maximum Compensation"). This "Not to Exceed" amount shall
be based on the rates listed below and shall be submitted to the city prior to
commencement of acquisition/relocation services.
(2) (X) Limitation without Further Authorization on Time and Materials
Arrangement
At such time as Consultant shall have incurred time and materials equal to
$75,000.00 ("Authorization Limit"), Consultant shall not be entitled to any additional
compensation without further authorization issued in writing and approved by the
City. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense.
The rates below shall apply if the contract is extended for an additional year
as provided in Paragraph 80.
RATE SCHEDULE
Category of Employee of Con suIt ant Name Hourly Rate
Project Manager $70.00
Senior Acquisition Agent 65.00
Relocation Agent 65.00
Acquisition Agent 60.00
Administrative Assistant 25.00
Trial and Deposition 85.00
12. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
(X) None, the compensation includes all costs.
~~J--'
M ,IHOME\ENGINEERIDESIGN\R Y ALSROW,EXA Page 6
Cost or Rate
( ) Reports, not to exceed $_:
( ) Copies, not to exceed $_:
( ) Travel, not to exceed $_: ..--
( ) Printing, not to exceed $_:
( ) Postage, not to exceed $_:
( ) Delivery, not to exceed $_:
( ) Long Distance Telephone Charges,
not to exceed $_ :
( ) Other Actual Identifiable Direct Costs:
, not to exceed $_:
, not to exceed $_:
13. Contract Administrators:
City:
City of Chula Vista
Roberto Saucedo, Senior Civil Engineer
Consultant:
Ryals & Associates
Richard Ryals, President
]4. Liquidated Damages Rate:
( ) $ - per day.
(X) Other: None.
]5. Statement of Economic Interests, Consultant Reporting Categories, per Conflict ofInterest
Code:
(X) Not Applicable. Not an FPPC Filer.
() FPPC Filer
( ) Category No. I. Investments and sources of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, interest in real property and sources of income
subject to the regulatory, pennit or licensing authority of the department.
6~J-)--
M,IHOME\ENGINEER IDESIGNIR Y ALSROW.EXA ---Page 7
--
( ) Category No.4. Investments in business entities and sources of income
which engage in land development, construction or the acquisition or sale of
real property.
( ) Category No.5. Investments in business entities and sources of income of
the type which, within the past two years, have contracted with the City of
Chula Vista (Redevelopment Agency) to provide services, supplies,
materials, machinery or equipment.
( ) Category No.6. Investments in business entities and sources of income of
the type which, within the past two years, have contracted with the designated
employee's department to provide services, supplies, materials, machinery or
equipment.
( ) Category No.7. Business positions.
( ) List "Consultant Associates" interests in real property within 2 radial miles of
Project Property, if any:
16. () Consultant is Real Estate Broker and/or Salesman
17. Pennitted Subconsultants:
18. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time :
(X) Monthly
( ) Quarterly
( ) Other:
B. Day of the Period for submission of Consultant's Billing:
( ) First of the Month
( ) 15th Day of each Month
(X) End of the Month
~-23
M:\HOMElENGINEERIDESIGN\R Y ALSROW.EXA Page 8
( ) Other:
C. City's Account Number: Varies with project
19. Security for Performånce
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
( ) Retention. If this space is checked, then notwithstanding other provisions to the
contrary requiring the payment of compensation to the Consultant sooner, the City
shall be entitled to retain, at their option, either the following "Retention Percentage"
or "Retention Amount" until the City determines that the Retention Release Event,
listed below, has occurred:
( ) Retention Percentage: _%
( ) Retention Amount: $
Retention Release Event:
( ) Completion of All Consultant Services
( ) Other:
to ~ ~f
MoIHOMElENGlNEERIDESIGN\R Y ALSROW ,EXA Page 9
RESOLUTION NOo,/¿rjc?j7
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AGREEMENT WITH RYALS AND
ASSOCIATES FOR PROVIDING RIGHT-OF-WAY
ACQUISITION AND RELOCATION SERVICES FOR
VARIOUS CAPITAL IMPROVEMENT, ECONOMIC
DEVELOPMENT AND REDEVELOPMENT PROJECTS
WHEREAS, several capital improvement projects are
currently budgeted which require additional right-of-way for
construction; and
WHEREAS, to expedite the acquisition process, staff
proposes to contract for property acquisition and relocation
services for a period of one year with a renewaDle clause for an
additional year; and
WHEREAS, staff has evaluated the proposal for providing
professional acquisition and relocation services and recommends
that the City/Agency approve an agreement with Ryals and Associates
to provide these services through May 15, 1997, which will also
include a renewable clause for an additional year through May 15,
1998.
NOW, THEREFORE, BE IT RESOLVED the City Council of the
City of Chula Vista does hereby approve an Agreement with Ryals and
Associates for providing right-of-way acquisition and relocation
services for various capital improvement, economic development and
redevelopment project, a copy of which is on file in the office of
the City Clerk as Document No.------.
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista is hereby authorized and directed to execute said
Agreement for and on behalf of the City of Chula Vist~.
Presented by ~I t fOJ
John P. Lippitt, Director of Bruce M. Boog ar , City
Public Works Attorney
C:\rs\ryals.
~-)5
-
This page blank.
b~J-.¿
RESOLUTION NO.~
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA APPROVING AGREEMENT WITH
RYALS AND ASSOCIATES FOR PROVIDING RIGHT-OF-
WAY ACQUISITION AND RELOCATION SERVICES FOR
VARIOUS CAPITAL IMPROVEMENT, ECONOMIC
DEVELOPMENT AND REDEVELOPMENT PROJECTS
WHEREAS, several capital improvement projects are
currently budgeted which require additional right-of-way for
construction; and
WHEREAS, to expedite the acquisition process, staff
propc;>ses to contract for property acquisition and relocation
serVlces for a period of one year with a renewable clause for an
additional year; and
WHEREAS, staff has evaluated the proposal for providing
professional acquisition and relocation services and recommends
that the City/Agency approve an agreement with Ryals and Associates
to provide these services through May 15, 1997, which will also
include a renewable clause for an additional year through May 15,
1998.
NOW, THEREFORE, BE IT RESOLVED the Redevelopment Agency
of the City of Chula Vista does hereby approve an Agreement with
Ryals and Associates for providing right-of-way acquisition and
relocation services for various capital improvement, economic
development and redevelopment project, a copy of which is on file
in the office of the Secretary to the Redevelopment Agency as
Document No. -
BE IT FURTHER RESOLVED that the Chairman is hereby
authorized and directed to execute said Agreement for and on behalf
of the Redevelopment Agency of the City of Chula vis
Presented by ïJ;J ~ 0 fo~ by
John P. Lippitt, Director of
Public Works Attorney
C:lrslryals
þ- '-7
This page blank.
~-;2!l
JOINT REDEVELOPMENT AGENCY/CITY COUNCIL AGENDA STATEMENT
Item 1~~
Meeting Date 05/21/96
ITEM TITLE: A. COUNCIL RESOLUTION 113/0 Adopting Negative Declaration
IS-93-07, Adopting Addendum to Negative Declaration IS-93-07A and
Adopting Environmental Assessment and finding of no significant impact
for Trolley Terrace Townhomes, Approving a Conveyance Agreement
and Escrow Instructions with South Bay Community Services with
respect to 1.16 acres of real property located at 746 and 750 Ada
Street for the development of an 18 unit affordable housing complex,
authorizing the Mayor to execute documents and approving a funding
commitment of $509,311 from the Home program funds to be loaned
for such development.
8. AGENCY RESOLUTION /'Iief /COUNCIL RESOLUTION /1.:3/1
Appropriating $643,000 of HOME funds and depositing those funds in
the Agency's Low/Moderate Income Housing Fund as repayment for
funds previously advanced for purchase of property located at 746 and
750 Ada Street. ~ I
SUBMITTED BY: Comm"o'" D""opm.~o' (-
REVIEWED BY: ' - /;
City Manage~ Þ¡'Ó' (4/5ths Vote: Yes..x. No _I
~ Council Referral No. N/A
BACKGROUND: At the City Council meeting of July 19, 1994 Council approved the opening
of escrow for the purchase of two parcels at the northwest corner of Industrial Boulevard and
Ada Street for the purpose of developing an affordable for sale housing development with an
associated child care facility as part of the Palomar Trolley Shopping Center development.
Initially Council appropriated HOME Program Funds in the amount of $635,000 for the
acquisition of the property plus a maximum allowance of $8,000 for site clearance and
relocation. It was later determined that due to new interpretation of the HOME program
regulations, these funds could not be used until the project was in a more advanced
development stage. Therefore, Low and Moderate Income Housing Funds were temporarily
approved in order to close escrow in a timely manner. On September 20, 1994, a Negative
Declaration was prepared and filed for the project in compliance with the California
Environmental Quality Act and recently amended to reflect minor project changes. In addition,
an Environmental Assessment was also prepared in compliance with the National
Environmental Policy Act. The City obtained title to the property on October 1, 1 994.
South Bay Community Service is proposing to build an eighteen (18) unit affordable housing
develoPment and intends to develop a child care center adjacent to the townhomes as a
separate project. This project is proposed to be financed through a variety of funding sources
including Bank of America Community Development Bank permanent loan, the use of Low
Income Housing Tax Credits, a City of Chula Vista Development loan, and a Land Purchase
loan. The total development cost is estimated to be $2,465,000.
RECOMMENDATION: That the Council: Adopt the resolution adopting Negative Declaration
IS-93-07, Addendum to Negative Declaration IS-93-07A and Environmental Assessment and
finding of no significant impact for the Trolley Terrace Townhomes, approving Conveyance
Agreement and Escrow Instructions with South Bay Community Services with respect to 1.16
acres of property at ADA andlndustrial Streets for the development of an 18-unit affordable
1-/
-
Item ~~page ~
Meeting Date 05/21/96
housing complex, authorizing Mayor to execute documents, and approving a funding
commitment of $509,311 from Home funds for development of an 18-unit affordable housing
complex.
That the Council and the Agency:
Adopt the joint resolution appropriating $643,000 in Home funds and depositing
those funds in the Agency's Low and Moderate Income Housing Fund as repayment
for funds previously advanced for purchase of the project site.
BOARDS/COMMISSIONS RECOMMENDATION; The Housing Advisory Commission
recommended approval of the proposed project at its April 10, 1996 special meeting. The
Child Care Commission also recommended approval of the project at its May 7,1996 meeting.
DISCUSSION:
The following discussion addresses the history of the project, the specifics of the project, and
the proposed financing.
Historv of Proiect
At the time the City/Agency acquired the subject property, the City was considering a
proposal from Habitat for Humanity (HFH) and Episcopal Community Services (ECS) to
develop a twelve unit low income for sale town home development with an associated child
care facility for 100-120 children. This proposal recommended HFH use its sweat equity
approach in the development of the housing units and ECS use its experience and resources
to develop and operate the child care facility. Eventually both agencies came to the realization
that they could not fill the terms of this proposal. In the case of ECS, it was determined that
they could not support the project due to other organizational priorities, and HFH decided that
it could not raise the capital required to make the project feasible. In the interim South Bay
Community Services became interested and assumed the role as lead agency in developing
the site based on a modified plan.
The child care component of this project has been identified as being the most problematic
to implement due to very limited financial resources available. So far the only possible
contribution is expected from the Palomar Trolley Center developer, who has agreed to: (1)
have the general contractor for the center Collins Construction, build the day care facility at
no profit, (2) to assist in arranging for member-contractors of the Building Industry Association
to provide free or discounted services, and (3) to guarantee a $50,000 scholarship fund for
low-income children to utilize the facility.
Proiect Description
South Bay Community Services proposes to build Trolley Terrace Townhomes, an eighteen
(18) unit affordable housing development consisting of 14 three-bedroom units and 4 two-
bedroom units for very-low income families. The project will be located on the corner of Ada
Street and Industrial Boulevard ,in Chula Vista (Exhibit 1), on land now owned by the City.
Ten (10) units will be "townhome" style three-bedroom units with 1 ,050 square feet. Eight
(8) units will be flats; four two-bedroom, 800 square foot units and four three-bedroom 1,050
7~J-
-
lteml.£!page ~
Meeting Date 05/21/96
square foot units. All ground floor units will be accessible for the physically challenged. The
project will have a large community room, a tot lot for children to play, spacious outdoor
common areas, and laundry facilities. Trolley Terrace Townhomes is conveniently located
across the street from the Palomar Trolley Station and a commercial shopping center.
Trolley Terrace Townhomes is being designed as a limited Equity Cooperative (Co-op). This
"Co-op" will be a separate nonprofit 501 (c)(3) organization formed by the residents and will
participate in the overall management and operation of the development once it is built.
Residents will become members of the Co-op by purchasing a "share", which will serve as
their equity in the Co-op. The formation of the Limited Equity Co-op will ensure that residents
will be involved and concerned in the welfare of their neighborhood.
Residents will pay a monthly rent that is affordable to families earning 37% or below San
Diego County median income, which is approximately $385 for a two-bedroom unit and $420
for a three-bedroom unit. Similar two and three bedroom apartments in that neighborhood
rent for $550 and $700 respectively.
The subject parcel at 746 and 750 Ada Street amounts to a total of 2.0 acres of which 1.16
acres is proposed to be used for the 18-unit affordable housing development with the
remaining portion of .84 acres to be set aside for the proposed childcare facility to
accommodate approximately 75 children. The lot split for the specified use will be
accomplished through a boundary adjustment which will take place prior to the time a specific
plan is submitted to Planning for review.
Childcare Center
In addition to building affordable housing, sacs is making a strong effort to develop a child
care center adjacent to the town homes as a separate project. This center would provide
affordable child care to approximately 75 children who will live either in the housing
development next door or elsewhere in the surrounding neighborhood. This facility could also
serve as a "children's community center" with homework assistance, tutoring, literacy
training, gang prevention and intervention services, alcohol, drug, and AIDS education, and
parenting classes. The key to developing this facility will be finding a provider who can secure
funding to operate the center once it is built. A few providers have expressed interest in this
project contingent upon funding. Staff and sacs will be working diligently together to
develop the child care facility as soon as it is practical.
land Use ComDatibilitv
The Planning Department has reviewed the conceptual development proposal consisting of 18
dwelling units, parking for approximately 36 vehicles, landscaping and the associated site
improvements. The Department has found that such proposal is in substantial compliance
with low/Medium Residential Designation of the General Plan, and the R-2 (Residential
Duplex) Zone outlined in the Zoning Ordinance.
The proposed residential land use is permitted under the R-2 regulations of the Zoning
Ordinance and does not require any additional discretionary actions. The only outstanding
Planning process for this project consists of submittal of a Design Review Application for the
physical improvements of this project. Staff has conducted four meetings in the neighborhood
and has found no opposition to the proposed development. Special attention will be given to
1-3
~þ
Item ~. Page~
Meeting Date 05/21/96
design a housing product which will be in conformance with neighborhood character and
intensity.
CO-OD vs For Sale
Initially, City staff and developer considered the idea of a For Sale development for the site,
but, after realizing the high costs involved and the limited financial resources available, it was
determined that the Co-op alternative was most feasible to pursue.
Based on a financial analysis, staff estimates that Home ownership will require approximately
$70,000 per unit subsidy for the City on this project. This is approximately $20,000 more
per unit than what the Co-op project will require. Also with home ownership it is almost
impossible to make housing available to families earning below 60% of the area medium
income. The Trolley Terrace Co-op proposal will provide housing for families earning 37% of
the medium income.
The Co-op alternative, while not exactly a For Sale product, is close to For Sale in character
and benefit in that the residents purchase a "share" in the development which serves as their
equity in the Co-op. Through the foundation of a limited equity cooperative, the residents are
given the opportunity to participate in the arrangement and operation of the development
similar to a condominium ownership structure.
Another major factor in considering the Co-op model is the opportunity which the tax credit
financing program provides. Traditionally tax credits have been the primary source of funding
for affordable housing development since it provides for more than half the funds needed to
build an affordable housing development. However, the major limitation of this source of
financing is that it can only be used for rental and co-op developments like the one proposed.
Historically the City has provided approximately $10,000/per unit in support of developing
affordable housing. The Co-op proposed will require a City contribution of approximately
$49,000/per unit which is much higher than past City commitment. However, this
contribution can be justified on the basis that this development will provide much needed
housing to Y!tlY low income families earning 35% of the medium income, will provide quasi-
ownership opportunity and will be a significant improvement to the neighborhood which is
already experiencing significant improvement as a result of the Palomar Trolley Shopping
Center development.
The proposed development is further justified in that it will respond to a high priority housing
need which will help the City satisfy its very lo,w income household regional share
responsibility. Also, the site being considered is located adjacent to a transit hub which is an
ideal location for the development of affordable housing.
Tax Credit Process and Schedule
The City's obligation to convey the property and to approve a funding commitment in support
of the proposed development is all contingent on a subsequent Disposition and Development
Agreement and tax credit award. The tax credit application deadline is May 28, 1996 and it
is expected that award notifications will take place by August 1996. This process is very
competitive, however, based on other projects submitted by other developers with similar
financing structure it is very probable that this project will receive tax credit funding.
Î- i
-
~þ
Item A;, Page ~
Meeting Date 05/21/96
Convevance Aqreement and Escrow Instructions
The proposed conveyance Agreement and Escrow Instructions sets forth the terms under
which the subject property will be transferred, contingent upon a tax credit award by
November 30, 1996, the approval of a DDA within 60 days, and the approval of a City loan
agreement by December 31, 1996. If any of these conditions are not satisfied, then any party
may terminate the agreement.
Environmental Comoliance
An Initial Environmental Study was conducted for the project in compliance with CEOA. That
Initial Study resulted in the determination that the project would not result in a significant
environmental impact and a negative declaration was issued. After the Negative Declaration
public review process was completed, minor changes in the project were proposed
necessitating an Addendum to the Negative Declaration. Since the project involves Federal
funding and was determined not to be exempt or categorically excluded from the requirements
of the National Environmental Policy Act (NEPAL an Environmental Assessment was also
prepared for the project in compliance with NEPA leading to finding of no significant impact.
With the adoption of the Negative Declaration and its Addendum. and the Environmental
Assessment, all requirements of CEQA and NEPA will be met.
Proiect Financinq
The proposed housing project will be financed through a variety of funding sources, including:
a Bank of America Community Development Bank permanent loan, Low Income Housing tax
credits, and a City of Chula Vista Development Loan and Land loan. The total development
cost is estimated at $2,465,000. The following is a specific breakdown of all proposed
sources of funds and an estimated per unit cost breakdown.
Sources of Funds Amount Per Unit
Bank of America Community Development Bank
Permanent Loan $ 177,929 $ 9.885
City of Chula Vista Loan 509,311 28,295
City of Chula Vista Land Loan 372,600 20.700
Tax Credits 1.314.573 73.032
Total Permanent Sources $2,464,413 $136,912
In order to bring in over $1.3 million in tax credit investor equity. Trolley Terrace Townhomes will
be initially owned by a limited partnership, in which South Bay Community Services will be the
general partner. and the tax credit investor will be the limited partner. The Co-op will lease the
property from the limited partnership and operate it for the 15 year tax credit period. When the
partnership dissolves after 15 years, the Co-op will have the right to take over full and complete
ownership of the complex, subject to approval of the City and other lenders.
7-5
-
Item~;kage~
Meeting Date 05/21/96
The party named in the proposed conveyance agreement and both loan commitments will be South
Bay Community Services. with assignment approved to the project limited partnership listing SBCS
as the general partner.
The proposed conveyance agreement allows SBCS to take ownership of the portion of the property
for the co-op separately from the day care, upon meeting certain conditions, including the approval
of a subsequent DDA with the City/Agency and obtaining an allocation of tax credits from the
State.
The City of Chula Vista Loan will be a 55 year, 3% simple interest loan, payable from 50% of the
residual receipts from operation of the complex. The lien will be subordinate to the Bank of
America loan, and any other institutional liens approved by the City. Up to $100,000 will be
advanced prior to the construction closing of the project for architectural and related
predevelopment costs. The remainder of the loan funds will be made available during the
construction and permanent financing periods.
The City land purchase loan will be a 55 year, 3% simple interest loan, with payment from 50%
of residual receipts which may be available after satisfaction of the City's development Loan. The
lien will be recorded in last position, after the Bank of America loan, the City's development loan,
and any other institutional liens approved by the City. The loan will be closed when the land is
purchased.
FISCAL IMPACT:
The proposed development will require a commitment of Home funds in the amount of $509,311
for a development loan and $372,600 in Home funds in the form of a purchase loan for SBCS to
acquire the property. The City currently has available $1.5 million in FY 95 and FY96 Home
allocation which can be used to fund this project. Both loans will be for 55 years at 3% simple
interest payable from 50% of the residual receipts from the operation of the complex. Up to
$100,000 will be advanced to the developer prior to construction for architectural and related
predevelopment costs.
A total of $643,000 of Home funds will be reimbursed to the Agency as repayment for funds
previously advanced for the purchase of project site.
[M,\HOMElCOMMDEV\SCHOmSBCS.A 131
7-~
-
;.~ ~~M'^
I / ~.~
>< V ~~ \~
",1; ~
l..LJ 1,:. ~ !)ì ~
Î \ .--/ ~~ ~ I
. x---- M. "'- e;,
I : ~JL'" ~l
I . ::C§: 1:'; \) .
.~' ~
1 : \~~ . llJ ~
I. ,....:¡¡ . ,. ~ ~,
. d."-- \:} ~ ";'
l' 'H. ~þ" "
- . ;; ;; \( ,~ ~ ~ -+-
a,Q. «.~ X
.,:~~',:;>" ~~¡;,,"'-'"
"~'Þ'~ ^ \'1 \'^ ;;: Ii! ~
~' ,~ ~
't-~ ----..
~ ~
~ &
~
~ ~
~ 3;
'\I ~
~
w
0
>
" ~
:= ~
'" >
:::> ~
0 Z
J: "
"
...w", "
w~() 0
wm - 0
o:"'~ >
...CW "
",0:> m
o. or
<u.- ~
ou." "
«~ ~
Iw I W
0 ~
§ ~ ¡^ n I
I- 0 .~ --
en ~ ~o-
I I < ~.~ [, I
1-7
This page blank.
J~ð'
negative declaration
PROJECf NAME: Trolley Terrace
PROJECT WCATION: 746 - 750 Ada Street
ASSESSOR'S PARCEL NO.: 622-020-20 & 30
PROJECT APPLICANT: Habitat for Humanity/South Bay Community Services
CASE NO: IS-93-07 DATE: August 16, 1994
A. Proiect Seninl!
The approximately 2 acre project site is located on the northwest corner of Industrial
Boulevard and Ada Street. The site consists of two separate legal parcels with one single
family residence on each parcel. Vegetation on the site consists of ornamental landscape
plant species, grasses and ruderals. The site is generally level and is at street grade along
Ada Street and transitions to approximately six feet above street grade on Industrial
Boulevard. Power lines run along the eastern edge of the property parallel to Industrial
Avenue.
Surrounding land uses consist of single family residential to the north, south and west. The
San Diego Trolley line runs east of the project and adjacent to east side of Industrial
Boulevard. The Palomar Trolley Station is located immediately east of the project. Further
east is a retail shopping center currently under construction. Primarily commercial uses are
located along Palomar Street and Broadway (further east). Industrial uses are located west
of 1-5 and south of Anita Street.
B. Project DescriDtion
The project consist of twelve attached residential units of approximately 1,200 square feet
each. The units would each have three bedrooms and two-car garages and are proposed for
low and/or very low income buyers. The residential uses are proposed for the western
portion of the site. A daycare center is proposed for the eastern portion of the site and will
consist of approximately 6,500 square feet of floor area and will serve approximately 100
children. The center is proposed to operate from approximately 6:30 am to 6:00 pm Monday
through Friday.
A total of 11 permanent parking spaces will be provided onsite and MTDB has agreed in
concept to provide an additional 14 spaces at the Palomar Trolley Station across the street
from the project. These offsite spaces would be used by daycare center staff, while the 11
onsite spaces (including handicapped) would be used by parents for drop-off and by
volunteers.
?-./ ~{~
P:\H0ME\PIWRmNGISTOREDIIO2O.93(IId. 1021.93.1022.93) ~-:;
city of chula vllta planning department ~ -
CI1Y OF
environmental review .ectlon OiUIA VISTA
-
C. ComDatibility with Zonine and Plans
The site is currently zoned for one and two-family residences (R-2), and designated in the
General Plan as Low-Medium Residential (3-6 du/ac). The project will require a rezone
from R-2 to R-35P (multifamily residential) only for the area proposed for the daycare
center. The daycare center will also require a Conditional Use Permit.
D. Identification of Environmental Effects
An initial study conducted by the City of Chula Vista (including the attached Environmental
Checklist Form) determined that the proposed project will not have a significant
environmental effect, and the preparation of an Environmental Impact Report will not be
required. This Negative Declaration has been prepared in accordance with Section 15070
of the State CEQA Guidelines.
The following impacts have been determined to be less than significant. A discussion of each
of these less than significant impacts from the proposed project follows; Land Use/Zoning,
Geophysical, Drainage, Air Quality, Transportation/Circulation, Noise, Public Services and
Recreation.
E. Mitieation necessary to avoid sienificant effects
The proposed project will not result any significant or potentially significant environmental
impacts, therefore, no project specific mitigation is be required.
F. Consultation
1. Individuals and Oreanizations
City of Chula Vista: Joe Monaco, Community Development
Roger Daoust, Engineering
Cliff Swanson, Engineering
Hal Rosenberg, Engineering
Bob Sennett, Planning
Ken Larsen, Director of Building & Housing
Carol Gave, Fire Marshal
Crime Prevention, MaryJane Diosdada
Marty Schmidt, Parks & Recreation Dept.
Chula Vista City School District: Kate Shurson
Sweetwater Union High School District: Tom Silva
Applicant's Agent: City of Chula Vista
P,IHOMElPlM<NINGISTORED\IO2O.93(Rd. 1021.93.1022.93) 1-/Ò Page 2
2. Documents
Chula Vista General Plan (1989) and EIR (1989)
Title 19, Chula Vista Municipal Code
3. Initial Study
This environmental determination is based on the attached Initial Study, any comments
received on the Initial Study and any COmments received during the public review period for
this Negative Declaration. The report reflects the independent judgement of the City of
Chula Vista. Further information regarding the environmental review of this project is
available from the Chula Vista Planning Department, 276 Fourth Avenue, Chula Vista, CA
91910.
~#h- a
E ONMENTAL REVIEW COORDINATOR
EN 6 (Rev. 5193)
P'IHOMElPIWRJ!lINGISTOREDIIO2O.93(Rd. 1021.93.1022.93) 1~11 Page 3
-
Case No. IS-93-o7
APPENDIX II .
DE MINIMIS FEE DETERMINATION
(Chapter 1706, Statutes of 1990 - AB 3158)
~ It is hereby found that this project involves no potential for any adverse effect, either
individually or cumulatively on wildlife resources and that a "Certificate of Fee
Exemption" shall be prepared for this project.
/h-- ó/,,19'(
Date
1-/2--
F,IHOMElPIWRNINGISTOREDIIO2O.93(Rd. 1021.93,1022.93) Page 4
-
Case No. IS-93-07
ENVIRONMENTAL CHECKLIST FORM
1. Name of Proponent: South Bay Community ServiceslHabitat for Humanity
2. Lead Agency Name and Address: City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
3. Address and Phone Nnmber of Proponent: 315 Fourth Avenue, Suite H
Chula Vista, CA 91910
(619) 420-3620
4. Name of Proposal: Trolley Terrace
5. Date of Checklist: August 15, 1994
7-/3
WPC F,\HOMElPUNNINGlsroREDII718.94 Page 1
""",blly
"""'blly '~"i"~", Lo.. ..."
S"'i"~", U"'- Si."ifi~, N.
1m"." M'...,<d 1m"." 1m"."
I. LAND USE AND PLANNING. Would the
proposal:
a) Conflict with general plan designation or 0 0 181 0
zoning?
b) Conflict with applicable environmental pians or 0 0 0 181
policies adopted by agencies with jurisdiction
over the project?
c) Affect agricultural resources or operations (e.g., 0 0 0 181
impacts to soils or fannlands, or impacts from
incompatible land uses)?
d) Disrupt or divide the physical arrangement of an 0 0 0 181
established community (including a low-income
or minority community)?
Comments: The daycare portion of the project is inconsistent with the existing R-2 zoning for the site
and requires a zone change to R-35P (multi-family residential) and will additionally require a
ConditiOnal Use Pennit. Approval of these discretionary actions, which are required as a part of the
project, will eliminate zoning inconsistency.
II. POPULATION AND HOUSING. Would the
proposal:
a) Cumulatively exceed official regional or local 0 0 0 181
population projections?
b) Induce substantial growth in an area either 0 0 0 181
directly or indirectly (e.g., through projects in
an undeveloped area or extension of major
infrastructure)?
c) Displace existing housing, especially affordable 0 0 0 181
housing?
Comments: The project would create affordable housing for 10w- and/or very low-income. households.
III. GEOPHYSICAL. Would the proposal result in or
expose people to potential impacts involving:
a) Unstable earth conditions or changes in geologic 0 0 0 181
substructures?
b) Disruptions, displacements, compaction or 0 0 0 181
overcovering of the soil?
c) Change in topography or ground surface relief 0 0 181 0
features?
d) The destruction, covering or modification of any 0 0 0 181
unique geologic or physical features?
e) Any increase in wind or water erosion of soils, 0 0 181 0
either on or off the site?
1-/tf-
WPC F,'HOMElPLANNINGlSTORED\17!8... Page 2
P"'m'~",
P",."'~I~ ....In~", '--I"',
s...¡n~", U.I- s...,n~", N.
Im...ct M......,d Im...ct Im...ct
t) Changes in deposition or erosion of beach sands, 0 0 0 181
or changes in siltation, deposition or erosion
which may modify the channel of a river or
stream or the bed of the ocean or any bay inlet
or lake?
g) Exposure of people or property to geologic 0 0 181 0
hazards such as earthquakes, landslides, mud
slides, ground failure, or similar hazards?
Comments: The I';Gject would result in minor grading to accommodate the proposed uses. Erosion
control measures required as a part of the grading plan will reduce soil erosion potential to less than
significant levels. Compliance with the Uniform Building Code will reduce any seismic related hazards
to less than significant levels.
IV. WATER. Would the proposal result in:
a) Changes in absorption rates, drainage patterns, 0 0 181 0
or the rate and amount of surface runoff?
b) Exposure of people or property to water related 0 0 0 181
hazards such as flooding or tidal waves?
c) Discharge into surface waters or other alteration 0 0 0 181
of surface water quality (e.g., temperature,
dissolved oxygen or turbidity)?
d) Changes in the amount of surface water in any 0 0 0 181
water body?
e) Changes in currents, or the course of direction 0 0 0 181
of water movements, in either marine or fresh
waters?
t) Change in the quantity of ground waters, either 0 0 0 181
through direct additions or withdrawals, or
through interception of an aquifer by cuts or
excavations?
g) Altered direction or rate of flow of 0 0 0 181
groundwater?
h) hnpacts to groundwater quality? 0 0 0 181
i) Alterations to the course or flow of flood 0 0 0 181
waters?
j) Substautial reduction in the amount of water 0 0 0 181
otherwise available for public water supplies?
Comments: The project would result in an increase in impervious surfaces on the site, however, due
to the limited size of the overall project, significant increases in runoff are not anticipated.
r¡ - /5
WPC F,IHOMEIPLANNINGISTORED\1718.94 Page 3
P"'~'bl~
P",.",bl~ s.."m~", Lou 'ha"
s.."in~", U"'~ S.."ill~", N.
1m,..'" m...,.. 1m,..'" 1m,..'"
V. AIR QUALITY. Would the proposal:
a) Violate any air quality standard or contribute to 0 0 181 0
an existing or projected air quality violation?
b) Expose sensitive receptors to pollutants? 0 0 0 181
c) Alter air movement, moisture, or temperature, 0 0 0 181
or cause any change in climate, either locally or
regionally?
d) Create objectionable odors? 0 0 0 181
e) Create a substantial increase in stationary or 0 0 181 0
non-stationary sources of air emissions or the
deterioration of ambient air quality?
Comments: The project will result in a minor increase in traffic and a corresponding increase in
vehicular emissions. However, the size and scope of the project are not sufficient to result in
significant impacts.
VI. TRANSPORT A TION/CIRCULA TION. Would
the proposal result in:
a) Increased vehicle trips or traffic congestion? 0 0 181 0
b) Hazards to safety from design features (e.g., 0 0 0 181
sharp curves or dangerous intersections) or
incompatible uses (e.g., farm equipment)?
c) Inadequate emergency access or access to nearby 0 0 0 181
uses?
d) Insufficient parking capacity on-site or off-site? 0 0 0 181
e) Hazards or barriers for pedestrians or bicyclists? 0 0 0 181
t) Conflicts with adopted policies supporting 0 0 0 181
alternative transportation (e.g. bus turnouts,
bicycle racks)?
g) Rail, waterborne or air traffic impacts? 0 0 0 181
h) A "large project" under the Congestion 0 0 0 181
Management Program? (An equivalent of 2400
or more average daily vehicle trips or 200 or
more peak-hour vehicle trips.)
Comments: Implementation of the project would result in increased vehicular volumes on local
roadways and would increase the demand for parking. Average daily traffic attributable to the project
would be approximately 640 cars per day. This increase would not result in a change in the Level of
Service for any roadways in the project vicinity and subsequently would not result in a significant
impact.
Î-/¿'
WPC F,IHOME\PLANNINOISTORED\1718.94 Page 4
P""""I~
P"',","'~ S;g.,n~.t Lou"".
S;g.lr~.. U.t- S".ln~., N.
1m..... M'""", 1m..... 1m..."
VII. BIOLOGICAL RESOURCES. Would the proposal
result in impacts to:
a) Endangered, sensitive species, species of 0 0 0 181
concern or species that are candidates for
listing?
b) Locally designated species (e.g., heritage trees)? 0 0 0 181
c) Locally designated natural commUIÚties (e.g, oak 0 0 0 181
forest, coastal habitat, etc.)?
d) Wetland habitat (e.g., marsh, riparian and vernal 0 0 0 181
pool)?
e) Wildlife dispersal or migration corridors? 0 0 0 181
f) Affect regional habitat preservation planning 0 0 0 181
efforts?
Comments: The project site is currently developed with single-family residential uses and does not
contain any sensitive biological resources.
VIII. ENERGY AND MINERAL RESOURCES. Would
the proposal:
a) Conflict with adopted energy conservation plans? 0 0 0 181
b) Use non-renewable resources in a wasteful and 0 0 0 181
inefficient manner?
c) If the site is designated for mineral resource 0 0 0 181
protection, will this project impact this
protection?
Comments: The limited size and scope of this project would not result in significant impacts in the
area of energy or mineral resources.
IX. HAZARDS. Would the proposal involve:
a) A risk of accidental explosion or release of 0 0 0 181
hazardous substances (including. but not limited
to: petroleum products, pesticides, chemicals or
radiation)?
b) Possible interference with an emergency 0 0 0 181
response plan or emergency evacuation plan?
c) The creation of any health hazard or potential 0 0 0 181
health hazard?
d) Exposure of people to existing sources of 0 0 0 181
potential health hazards?
e) Increased fife hazard in areas with flammable 0 0 0 181
brush, grass, or trees?
7-/7
WPC F,IHOME\PLANNINGISTOREDI1718.94 Page 5
-
P"'~"'I~
P"'~""~ s~.mœ", .... "",
s~.mœ", U.I- s~.;nœ", N.
1m,.." MOIp'od 1m,.." 1m,.."
Comments: The scope and nature of tlle project would not result in increased hazards in any of the
areas indicated.
X. NOISE. Would the proposal result ill:
a) Increases in existing noise levels? 0 0 181 0
b) Exposure of people to severe noise levels? 0 0 0 181
Comments: Increased traffic would result in minor increases in noise on local roadways, however, it
is not anticipated that any noise increase would be perceptible.
XI. PUBLIC SERVICES. Would the proposal have an
effect upon, or result ill a need for new or altered
government services ill allY of the following areas:
a) Fire protection? 0 0 0 181
b) Police protection? 0 0 0 181
c) Schools? 0 0 181 0
d) Maintenance of public facilities, including 0 0 0 181
roads?
e) Other governmental services? 0 0 0 181
Comments: The project would increase population in the area by adding new residential units which
may impact local schools. The project will be responsible to pay State mandated school impact fees to
assist in fmancing facilities needed to serve students generated by new construction. Payment of school
fees is required prior to issuance of building permits. Participation in a Community Facilities District
(CFD) may be substituted in lieu of developer fees. Adherence to these requirements would result in a
less than significant impact to schools.
XII. Thresholds. Will the proposal adversely impact the 0 0 0 181
City's Threshold Stalldards?
As described below, tlle proposed project does not adversely impact any of the seen Threshold
Standards.
a) FirelEMS
The Threshold Standards requires that fire and medical units must be able to respond to
calls within 7 minutes or less in 85% of the cases and within 5 minutes or less in 75% of
the cases. The City of Chula Vista has indicated that this threshold standard will be met,
since the nearest fire station is 2 miles away and would be associated with a 4 minute
response time. The proposed project will comply with this Threshold Standard.
Î-/f
WPC F,IHOMEIPLANNINGISTORED\1718.94 Page 6
-
P"'m""~
P"""""y S~";nœ"' u.. 'ha"
S~"lnœ"' u"'~ S","lfiœ"' N.
I".pod Mil..."" Impod Impod
Comments: The Fire Department requires iliat ilie townhouses provide 3 public fife hydrants with a
minimum fife flow of 1,000 gallons per minute at 20 PSI. The daycare facility must meet E-3
occupancy standards. provide fire sprinklers and a fire alarm system. Fire alarm and protection
systems may need to be monitored. Other requirement,; may be forthcoming when more detailed site
and building plan information is available.
b) Police
The Threshold Standards require iliat police units must respond to 84 % of Priority 1 calls
within 7 minutes or less and maintain an average response time to all Priority I calls of 4.5
minutes or less. Police units must respond to 62.10% of Priority 2 calls within 7 minutes
or less and maintain an average response time to all Priority 2 calls of 7 minutes or less.
The proposed project will comply with this Threshold Standard.
Comments: The Police Department has indicated that ilie proposed project will not impact police
services.
c) Traffic
The Threshold Standards require that all intersections must operate at a Level of Service
(LOS) "C" or better, with the exception iliat Level of Service (LOS) "D" may occur during
the peak two hours of the day at signalized intersections. Intersections west of 1-805 are
not to operate at a LOS below their 1987 LOS. No intersection may reach LOS "E" or
"F" during the average weekday peak hour. Intersections of arterials with freeway ramps
are exempted from this Standard. The proposed project will comply with iliis Threshold
Standard.
Comments: The proposed project will generate approximately 640 trips per day which will not cause
any local streets or intersections to exceed a Level of Service "C". The Engineering Department will
require street improvements including curb, gutter, sidewalk, asphalt/concrete pavement, street lighting,
and the possible relocation of utility poles. In addition, street widening along ilie project frontage
(Industrial Boulevard) is required to provide for ultimate half-width improvements in accordance with
ilie street's General Plan designation as a Class II collector.
d) Parks/Recreation
The Threshold Standard for Parks and Recreation is 3 acresl1 ,000 population. The
proposed project will comply with iliis Threshold Standard.
Comments: The applicant will be required to pay park fees to meet City requirements and ilie Parks
and Recreation Department Threshold requirements.
e) Drainage
The Threshold Standards require that storm water flows and volumes not exceed
City Engineering Standards. Individual projects will provide necessary
improvements consistent with the Drainage Master Plan(s) and City Engineering
Standards. The proposed project will comply with iliis Threshold Standard.
7-/1
WPC F,'HOMElPUNNINGlSTOREDI1718.94 Page 7
-
P"'..I".,.
P"'ml".y s~.'r~nI u..iI,",
s;g"In=.I u.,- S;g.I"=.I N.
1m,..... M....,"" Jm,..'" Jm,..'"
Comments: Current onsite drainage consists of surface flow to Ada Street and Industrial Boulevard.
Offsite drainage consists of surface flow to a natural channel between Ada Street and Dorthy Street.
The Engineering Department has indicated that these drainage facilities are adequate to serve the
proposed project.
f) Sewer
The Threshold Standards require that sewage flows and volumes not exceed City
Engineering Standards. Individual projects will provide necessary improvements
consistent with Sewer Master Planes) and City Engineering Standards. The
proposed project will comply with this Threshold Standard.
Comments: The proposed project will generate an estimated 3,500 gallons of liquid waste per day,
13.2 Equivalent Dwelling Units (EDU) over existing amounts. The project will be adequately served
by an 8 inch sewer in Ada Street and a 15 inch sewer in Industrial Boulevard.
g) Water
The Threshold Standards require that adequate storage, treatment, and transmission
facilities are constructed concurrently with planned growth and that water quality standards
are not jeopardized during growtll and construction. The proposed project will comply
with this Threshold Standard.
Comments: Application of required water conservation devices or fee offset will reduce the project's
impact to a less than significant level.
XIII. UTILITIES AND SERVICE SYSTEMS. Would
the proposal result in a need for new systems. or
substantial alterations to the following utilities:
a) Power or natural gas? 0 0 0 181
b) Conununications systems? 0 0 0 181
c) Local or regional water treatment or distribution 0 0 0 181
facilities?
d) Sewer or septic tanks? 0 0 0 181
e) Stonn water drainage? 0 0 0 181
f) Solid waste disposal? 0 0 0 181
Comments: The project will require modification and extension of existing infrastructure to
acconunodate the project, however, substantial alterations will not be required.
l-~tJ
WPC F,IHOME\PLANNINGISTORED\J718.94 Page 8
p""",,,,~
P"'ml"'~ s~.;n~., La, to...
s~,;n~", U.I~ s~.;n=.t . No
1m,.." M"""',d 1m,.." 1m,.."
XIV. AESTHETICS. Would the proposal:
a) Obstruct any scenic vista or view open to tl1e 0 0 0 181
public or will tl1e proposal result in the creation
of an aestl1etically offensive site open to public
view?
b) Cause tl1e destruction or modification of a scenic 0 0 0 181
route?
c) Have a demonstrable negative aesthetic effect? 0 0 0 181
d) Create added light or glare sources that could 0 0 0 181
increase tl1e level of sky glow in an area or
cause tl1is project to fail to comply with Section
19.66.100 of the Chula Vista Municipal Code,
Title 19?
e) Reduce an additional amount of spill light? 0 0 0 181
Comments: The proposed project will replace two one-story single family houses with approximately 8
structures and a parking lot. However. tl1e area is flat, surrounded by development, and no scenic
vistas will be impacted. In addition, the project must be approved by tl1e City Design Review
Committee. The design review process will ensure tl1at visual and aestl1etic impacts are less tl1an
significant.
XV. CULTURAL RESOURCES. Would the proposal:
a) Will tl1e proposal result in the alteration of or 0 0 0 181
the destruction or a prehistoric or historic
archaeological site?
b) Will tl1e proposal result in adverse physical or 0 0 0 181
aesthetic effects to a prehistoric or historic
building, structure or object?
c) Does tl1e proposal have tl1e potential to cause a 0 0 0 181
physical change which would affect unique
et1uúc cultural values?
d) Will tl1e proposal restrict existing religious or 0 0 0 181
sacred uses within tl1e potential impact area?
e) Is tl1e area identified on tl1e City's General Plan 0 0 0 181
EIR as an area of high potential for
archeological resources?
Comments: The project site is currently developed and does not contain any significant cultural
resources.
Î-)./
WPC F,IHOMElPLANNINGlSTOREDI1718.94 Page 9
P""",,~
P"~I"'~ s~.,r~., ""'1"',
s~.inœ'" U.I- s~.,nœ.' N.
1m..." M'""" 1m..." 1m..."
XVI. PALEONTOLOGICAL RESOURCES. Will the 0 0 0 181
proposal result in the alteration of or the destruction
of paleontological resources?
Comments: The project site is currently developed and does not contain any significant paleontological
resources.
XVII. RECREATION. Would the proposal:
a) Increase the demand for neighborhood or 0 0 181 0
regional parks or other recreational rncilities?
b) Affect existing recreational opportunities? 0 0 0 181
c) Interfere with recreation parks & recreation 0 0 0 181
plans or programs?
Comments: The project will introduce new residents into the area which will increase the demand for
new parks. Park fees required of new development will offset this increased demand.
XVIII. MANDATORY FINDINGS OF SIGNIFICANCE:
See Negative Declaration for mandatory findings of
significance. If an EIR is needed. this section
should be completed.
a) Does the project have the potential to degrade 0 0 0 181
the quality of the environment, substantially
reduce the habitat of a fish or wildlife species,
cause a fish or wildlife population to drop below
self-sustaining levels, tlueaten to eliminate a
plant or animal community, reduce the number
or restrict the range of a rare or endangered
plant or animal or eliminate important examples
of the major periods or California history or
prehistory?
Comments: The project will have no impact upon any existing natural habitat.
b) Does the project have the potential to achieve 0 0 0 181
short-tenD, to the disadvantage of long-tenD,
environmental goals?
Comments: The project would not impede any 10ng-tenn environmental goals.
c) Does the project have impacts that are 0 0 181 0
individually limited, but cumulatively
considerable? ("Cumulatively considerable'
means that the incremental effects of a project
are considerable when viewed in connection with
the effects of past projects, the effects of other
current projects, and the effects of probable
future projects.)
1 ~);¿
WPC P,IHOME\PlANNINOISTORED\1718.94 Page to
P"'mtbl~
P"',"bl~ '~.tr~.. ..........
,~.;r~", u..... ,~.;n=.. N.
Im,..ct M'""", Im,..ct Im,..ct
Comments: Some project impacts would contribute to cumulative impacts but would not result in any
siglÚficant impacts.
d) Does the project have environmental effect 0 0 0 181
which will cause substantial adverse effects on
human beings. either directly or indirectly?
Comments: The size and scope of the project would not result in any substantial adverse impacts to
human beings.
?~23
WPC F,\HOMEIPLANNING\STORED\l718.9' Page 11
ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED:
The environmental factors checked below would be potentially affected by this project, involving at
least one impact that is a "Potentially Significant Impact" or "Potentially Significant Unless Mitigated,"
as indicated by the checklist on the following pages.
0 Land Use and Planning 0 Transportation/Circulation 0 Public Services
0 Population and Housing 0 Biological Resources 0 Utilities and Service Systems
0 Geophysical 0 Energy and Mineral Resources 0 Aesthetics
0 Water 0 Hazards 0 Cultural Resources
0 Air Quality 0, Noise 0 Recreation
0 Mandatory Findings of Significance
DETERMINATION:
On the basis of this initial evaluation:
I find that the proposed project COULD NOT have a significant effect on the environment, R
and a NEGATIVE DECLARATION will be prepared.
I fmd that although the proposed project could have a significant effect on the 0
environment, there will not be a significant effect in this case because the mitigation
measures described on an attached sheet have been added to the project. A MITIGATED
NEGATIVE DECLARATION will be prepared,
1 fmd that the proposed project MAY have a significant effect on the environment, and an 0
ENVIRONMENTAL IMPACT REPORT is required.
I fmd that the proposed project MAY have a significant effect(s) on the environment, but 0
at least one effect: 1) has been adequately analyzed in an earlier document pursuant to
applicable legal standards, and 2) has been addressed by mitigation measures based on
the earlier analysis as described on attached sheets, if the effect is a "potentially
significant impacts" or "potentially significant unless mitigated." An ENVIRONMENTAL
IMPACT REPORT is required, but it must analyze only the effects that remain to be
addressed.
~~ 8/;(, /Cft.{
S ture Date
Joseph Monaco, AlCP
Environmental Projects Manager
Redevelopment Agency of the City of Chula Vista
I ~ c2tf
WPC F:\HOMEIPLANNING\STORED\1718.94 Page 14
ADDENDUM TO NEGATIVE DECLARATION IS-93-07A
Trolley Terrace
PROJECT NAME: Trolley Terrace
PROJECT LOCATION: Northwest comer of Ada Street and Industrial Avenue
PROJECT APPLICANT: South Bay Community Services
CASE NO.: IS-93-07 A
I. INTRODUCTION
The environmental review procedures of the City of Chula Vista allow the Environmental
Review Coordinator (ERe) to prepare an addendum to an Negative Declaration, if one
of the following conditions is present:
1. The minor changes in the project design which have occurred since completion
of the Negative Declaration (ND) have not created any new significant
environmental impacts not previously addressed in the ND;
2. Additional or refined information available since completion of the ND regarding
the potential environmental impact of the project, or regarding the measures or
alternatives available to mitigate potential environmental effects of the project,
does not show that the project will have one or more significant impacts which
were not previously addressed in the ND.
The project involves reduction in the size of the daycare portion of the project and a six
unit increase in the residential portion.
A Negative Declaration was prepared for the Trolley Terrace project which contemplated
construction of 12 attached residential units and a daycare facility that would serve 100
children. The revisions to the plan include construction of 18 attached residential
dwelling units at the same density as previously proposed and reduction in the size of the
daycare facility to serve a maximum of 75 children. These changes would not result in
any new significant environmental impacts beyond those contemplated in the previous
Negative Declaration.
No substantial changes with respect to the circumstances with which the project is
undertaken would occur with the proposed changes. Additionally, no new mitigation
measures or project alternatives exist at this time that would be considered significantly
different from those analyzed in the previous Negative Declaration.
?~)5
Therefore, in accordance with Section 15164 of the CEQA Guidelines, as amended, the
City has prepared the following Addendum to the Negative Declaration for the Trolley
Terrace development project.
.
A. PROJECT SETTING
The approximately 2 acre project site is located on the northwest comer of Industrial
Boulevard and Ada Street. The site consists of two separate legal parcels with one single
family residence on each parcel. Vegetation on the site consists of ornamental landscape
plant species, grasses and ruderals. The site is generally level and is at street grade
along Ada Street and transitions to approximately six feet above street grade on Industrial
Boulevard. Power lines run along the eastern edge of the property parallel to Industrial
Avenue.
Surrounding land uses consist of single family residential to the north, south and west.
The San Diego Trolley line runs east of the project and adjacent to east side of Industrial
Boulevard. The Palomar Trolley Station is located immediately east of the project.
Further east is a retail shopping center currently under construction. Primarily
commercial uses are located along Palomar Street and Broadway (further east).
Industrial uses are located west of 1-5 and south of Anita Street.
B. PROJECT DESCRIPTION
The project consist of eighteen attached residential units of approximately 1,200 square
feet each. The residential uses are proposed for the western portion of the site. A
daycare center is proposed for the eastern portion of the site and will serve approximately
75 children. The center is proposed to operate from approximately 6:30 am to 6:00 pm
Monday through Friday.
C. IDENTIFICATION OF POTENTIAL ENVIRONMENTAL EFFECTS
The project does not represent a change in the level of significance or the quality of any
of the environmental impacts documented in the IS-93-07, and may reduce the severity
of some impacts due to the reduction in size and capacity of the daycare facility. No
changes in environmental conditions or in the feasibility of any mitigation measures or
project alternatives have occurred since the approval of IS-93-07 that would result in any
environmental impacts upon implementation of the proposed project.
/-
7-;2j~
-
D. CONCLUSION
No ~ew significant environmental effects would result from implementation of the project
as proposed based on the inability of the action to have any such effects. No additional
mitigation is required beyond that specified in the previouslY-1idopted 15-93-07.
Pursuant to Section 15164 of the State CEQA Guidelines and based upon the above
discussion, I hereby find that the project revisions to the proposed project will result in
only minor technical changes or additions which are necessary to make the Negative
Declaration adequate under CEQA.
~~ ~
E RONMENTAL REVIEW COORDINATOR
REFERENCES
Negative Declaration, Trolley Terrace
General Plan, City of Chula Vista
Title 19, Chula Vista Municipal Code
City of Chula Vista Environmental Review Procedures
/-
7-;27
~~---
Environmental
Assessment Checklist
,..,g,' I
Project Name and Identificatiop No. Chula Vista Trolley Terrace ----
7
Source or Documentation
INote date of contact or
page reference)
Impact Categories Additional material may be
attached.
Land Development
Confomlance With
Compl'ehensive
Plans and Zoning X X See attached
Compatibility and
Urban Impact X See attached
Slop"
X See attached
Em,;on
X X See attached
Soil So;lahility X See attached
Haz"l'cb and
Nuis"n"",. In.-loning X See attached
Sit" Safely
Energy
Consumplion X See attached
1\10;..,
Elfec', of Ambieul
Noise on Pl'Oiecl aud See attached
Contribution to Com-
munily Noi,e Levels
?-- J-f 27
Environmental
Assessment Checklist
lcominued, page 21
Project Name and Identification No.
7
Source or Documentation
(Note date of contact or
page reference!
Impact Categories Addidomll m.terial m.y be
....ched.
Air Quality
Effects of Ambienl Ai>'
Quality on [""¡ect and X See attached
Conlribut ¡on 10 Com-
munit:" Pollution Levels
lim;ronmental Desi¡(n and Histork \'alues
I'isual Qu..lilv
Cohel'ence, Di""I~¡1\
Compatible I'se. and' X See attached
Scale
Hisloric, Cull ural.
and Archaeological X See attached
Resources
Socioeconomic
Demographic' X See attached
CharaCler Changes
Displacemenl X See attached
Lmplo,vmenl and X See attached
lucome Palwms
Commuui~' "acwûes .nd Sen'¡ces
Educational facilities
X X See attached
Commcrcial facilities See attached
X
Health Ca,,'
X See attached
Soci..1 Se,,;cc,
X See attached
28 1--J}
-
Environmental
Assessment Checklist
Iconllnucd, page 31
Project Name and Identification No,
7
Source or Documentation
INote dale of contact or
page reference}
Additional material may be
attached.
X See attached
Waste Waler
X See attached
Slorm WalcI'
X See attached
WalerSupply X
See attached
Pul)¡¡" Salely Police
X See attached
fice
X See attached
Emergency X
MedIcal See attached
Open Open Space
Sp<lce and X See attached
RecI..alion
Recreatiou
X X See attached
Cllitural
t'adlHles X See attached
Tr'anspurtatton
X See attached
? ~ 3tJ
Environmental
Assessment Checklist
ICOllt;llw,d. page 41
Project Name and Identification No.
7
Source or DocumenCadon
(l\Iole dale of conCacl or
page reference!
Additional malerial may be
Impact Categories attached.
/liaturul Feature.
lI'ale, "esouI"es
X See attached
Sunace 1I'.'el'
X See attached
Floodpla;ns
X See attached
Wetlands
X See attached
Coastal Zone
X See attached
Unique Natu,aJ
Features aud X See attached
Agricultural Lands
Vegetaliou and
Wildlife X See attached
1~31
30
Environmental
Assessment Checklist
lconlinued, page 51
Summary of Findings
and Conclusions:
The Environmental Assessment prepared for the project finds that no significant
impacts would result from project implementation. It is further found that
all impacts identified have been mitigated by standard requirements or by
specific project mitigation.
Summary of
Environmental
Conditions:
The site is approximately 2 acres in size and contains ornamental and
ruderal vegetation. The site consists of two legal parcels with single
family residences on each. Power lines run along the eastern edge of the
property. Surrounding land uses consist of single family residential to the
north, south and west. The San Diego trolley line runs east of the project and
a commercial development (under construction) lies further east. Commercial
uses are located along Palomar Street and Broadway (further east). Industrial
uses are located west of 1-5 and south of Anita Street.
Project Modifications
and Alternaôves
Considered:
Mitigation measures are listed in the respective sections discussing each area
of environmental analysis in this checklist. The underlying need for this
project is the provision of new affordable housing. On site alternatives
to this use would not meet this need, nor would they qualify for the specific
funding requested.
7 ~ 3J--- 31
-
Environmental
Assessment Checklist
fcont;nued. page 6'
Addiûonal Studies
Performed (Attach
Study or Summary)
A traffic analysis was performed to determine the total number of automobile
trips generated by the project. The study indicated that approximately
640 trips per day would be generated and that this would not result in any
adverse impacts to local roadways.
Miûgaûon Measures
Needed:
0 Zone change and Conditional Use Permit
0 Erosion control measures
0 Payment of school mitigation fees and park fees
"1--33
32
Environmental
Assessment Checklist
Iconlinued. page 71
1. Is project in compliance with applicable laws and
regulations? Qg Yes D No
2.1s an EIS required? DYes \DNo
3. A Finding of No Significant Impact tFONSII can be made. Project will not
significantly affect the quality of the human environment. [XI Yes DNo
Prepared by Title
Joseph Monaco, AICP Environmental Projects Manager
?-J 7 /JP n.--
Date September 2, 1994
(
jlrJf 33
-
ATTACHMENT TO ENVIRONMENTAL ASSFSSMENT CHECKLIST
The following explanations are provided for the Impact categories checked in the Environmental
Assessment Checklist for the Trolley Teuace project.
Confonnance with Comprehensive Plans and Zoning
The site is currently zoned for one and two-family residences (R-2), and designated in the
General Plan as Low-Medium Residential (3-6 du/ac). The project will require a rezone from
R-2 to R-35P (multifamily residential) only for the area proposed for the daycare center. The
daycare center will also require a Conditional Use Pennit. Approval of the proposed zone
change and Conditional Use Permit will eliminate inconsistencies with the zoning code.
Compatibility and Urban Impact
The project will result in an intensification of residential uses and introduction of a child care
facility into a residential neighborhood. However, based on the size and scale of the proposed
uses, it is not anticipated that any adverse effect with regard to land use compatibility would
result from project implementation.
Slope
The site is relatively flat and will require only minor grading for site preparation.
Erosion
Site clearing and grading will temporarily increase erosion potential on the site. Erosion control
measures will be required as standard practice as a part of the conditions of approval for the
grading pennit. Measures will include watering of exposed soils, sandbagging and temporary
detention structures, and landscaping in a timely manner.
Soil Suitability
The developer will be required to demonstrate to the City Engineer that soils are suitable for the
proposed use. A soils study will be required prior to issuance of grading pennits.
Hazards, Nuisances, Including Site Safety
The project site and the surrounding area does not pose any significant threats with regard to
public health and safety hazards, nor does the project propose uses that would increase such
hazards to surrounding areas.
/l-35
-
Energy Consumption
The project and its location do not possess any unique disadvantages with regard to energy
consumption. The project is, however, located in close proximity to the Palomar Trolley station
to give residents and child care users the opportunity to take full advantage of public
transportation.
Effects of Ambient Noise on Project and Contribution to Community Noise Levels
Ambient noise in the project area is within acceptable limits of the City's noise ordinance for
residential use. The project would not result in any significant increases in community noise
levels due to the size and scope of the proposed uses.
Effects of Ambient Air Quality on Project and Contribution to Community Pollution
Levels
The project will result in a minor increase in local traffic and a corresponding increase in
vehicular emissions. However, the size and scope of the project are not sufficient to result in
significant effects.
Visual Quality - Coherence, Diversity, Compatible Use, and Scale
The proposed project will replace two one-story single family houses with approximately 8
structures and a parking lot. However, the area is flat, surrounded by development, and no
scenic vistas will be impacted. In addition, the project must be approved by the City Design
Review Committee. The design review process will ensure that visual and aesthetic impacts are
less than significant.
Historic, Cultural and Archaeological Resources
Any cultural or archaeological resources that could have existed on the site have been eliminated
by existing development. Two existing World-War n era homes are located on the site any do
not hold any p[articular historical value or provide any relevance to our understanding of history.
The homes do not meet the criteria established for historic structures by the City of Chula Vista.
Demographic/Character Changes
The project will introduce additional resident into the area but is not of sufficient size to
significantly effect existing demographics or community character.
Displacement
The project will require relocation of the inhabitants of the two residences. Relocation of these
individuals to suitable housing has been made a condition of the sale of the property to the City.
J~3¿
Employment. and Income Patterns
The project size and scope would not result in any significant effects on employment or income
patterns.
Educational Facilities
The project will result in incremental impacts to school facilities which will be mitigated through
payment of school mitigation fees.
Commercial Facilities
The project provides adequate and convenient access to commercial and retail services.
Essential items can be obtained within a one-quarter mile radius or less of the project site.
Health Care
The project residents will be afforded convenient access to emergency and non-emergency health
care facilities by means of public transit.
Social Services
The project residents will be afforded convenient access to social services by means of public
transit.
Solid Waste
Adequate solid waste service is available to the project site. The project will not have a
significant effect on waste disposal systems to the size and scope of the proposed uses.
Storm Water
The project will result in increased impervious surfaces on the site, however, due to the limited
size of the overall project, significant increases in runoff are not anticipated. The project will
be afforded adequate storm protection by means of existing flood control infrastructure.
Water Supply
The project will be adequately served by the Sweetwater Authority for domestic water services.
Police
The City's Threshold Standards require that police units must respond to 84 % of Priority 1 calls
within 7 minutes or less and maintain an average response time to all Priority 1 calls of 4.5
minutes or less. Police units must respond to 62.10% of Priority 2 calls within 7 minutes or less
Î~ 37
and maintain an average response time to all Priority 2 caIls of 7 minutes or less. The proposed
project will comply with this Threshold Standard.
The Police Department has indicated that the proposed project will not impact police services.
F1re/Emergency Medical
The Threshold Standards requires that fire and medical units must be able to respond to calls
within 7 minutes or less in 85% of the cases and within 5 minutes or less in 75% of the cases.
The City of Chula Vista has indicated that this threshold standard will be met, since the nearest
rITe station is 2 miles away and would be associated with a 4 minute response time. The
proposed project will comply with this Threshold Standard.
The Fire Department requires that the townhouses provide 3 public rITe hydrants with a
minimum rITe flow of 1,000 gallons per minute at 20 PSI. The daycare facility must meet E-3
occupancy standards, provide fire sprinklers and a fire alarm system. Fire alarm and protection
systems may need to be monitored. Other requirements may be forthcoming when more detailed
site and building plan information is available.
Open Space, Recreation, Cultural Facilities
The City provides park and recreational facilities to residents and the project is afforded easy
access through public transit. The project will place a demand on these facilities and will be
required to pay park mitigation fees.
Transportation
Implementation of the project would result in increased vehicular volumes on local roadways and
would increase the demand for parking. Average daily traffic attributable to the project would
be approximately 640 cars per day. This increase would not result in a change in the Level of
Service for any roadways in the project vicinity and subsequently would not result in a
significant impact.
Water Resources, Surface Water
The project will not use or impact groundwater, nor will it significantly affect the quality of
groundwater or suñace water due to the size and scope of the proposed uses.
Floodplains
The project is not located within a floodplain.
Wetlands
The project is not located within the vicinity of any wetlands.
? -3tf
Coastal Zone
The project is not within the coastal zone.
Unique Natural Features and Agricultural Lands.
No unique natural features exist on the site and' agricultural uses or resources are not being
eliminated or displaced by this project.
Vegetation and Wildlife
No natural vegetation exists on the project site and wildlife requiring natural habitats does not
utilize the site.
? ~J 9
¡-NOTiCE-OFINTENTTO
RE EASE OF
F
ON
H
TO 0
A UPSANO
PERSONS:
NOli.. of Inl.nlla R"...,.
R.'....aIFun..
Th. CIIy of Chul. Vista, 276
Fou"" Avenu., Chul. Vista,
CA 919,O gives nod.. Ittat k
~!~."~~~~I ~~~~d ~
onvi"'nmenta! co"'ficadon por-
taining !horota 10 !ho U,S. De-
g:rtmenr 01 Housing""" Urban
volopmonl'5 cia/:: followIng
Ihis publlcadon. T roquoSI
and CO"'licadon roiata 10 tho
fallowing "":/:",:
Pro oetTI :TroJ~To"aco
Loea"on: 746- 50 Ada
Stroot
Es_... east: $650,000
Purpo.. of ptaiOCt: Pur- not oxco.. ... thr.shold
ehaso of ""'" for th. purposes ""tan. ..tablls"" far me
of construedon '2 loW-Income pr",,"'adonof s Statam.~t nor
for-Bal. lownhom.s and . wlli Iho pro OCt haYa . srgnlli-
6,500 squ..o foal d.ycar. ~~;n..l'~A~n tho onwonmonl
eonlor.
Tho Cily of Chula Vista will An Environmental Aovraw
undo"ako Iho proioel do- , Aocord rospoedng tho within
seribod abova with HOME ß',~oc~ta~h,::n ~... ~~
lunds from tho U.S. Dop""-
~~o~m~~êl7¡¡o¡:~;~ documonts tho onvltanmontal
rovlawot me ",ojact and more
Nadonat AfJordabla Hau~ng ~~~..~:::t~l: ~~~:'.':l.
ACt 011 990. ThO Cily of Chuta
Vista Is C8<tifylng .. CO<dfying This Envlranmontal Aavlow
ß~~~I:~so;ft '~~:Je':: Aocord Is on lile In me Cam-
munlly DovoJopmenl Dopon-
courts II an actJon Is brought 10 mantoftheCilyofChulaVlsta
enfarco responsibi'"s In Ie- local" at 263 Fig Avanuo In
lallon to envi",nmental re- Chula Vista and ts av.llabla far
:~:;: :~~ra=~b1I1~: I'n~bll~;.:,a,;,~~~~ ~~ co¡;r.;
undor tha Nallonal Envlr- wo.kday hours of &AM to"KPM.
~:r:.~:r~; ~J':,~ No lurtha< onvlronmental re-
viow of such prajoct .. p"',
th.....s, HUO will accept an pasad to be condUcted, prior to
objaction to Its app"'vat of the roloasa 01 Fodorallunds.
roJe... of funds and acœp- r:~:" '~~~o;;:~..ai=:::
J:'~:: ~0~7'::;:d<¡:;,~r"g ¡¡'g with this "d~on are In-
b..." vitad 10 suOmli wIllIan com-
nof¡n'1;.a¿,:;,e...;et:::,"ca~ .;:~~ monts for considerodon by !ho
oxocutivo 01liC8< 01 o~or ollicor g:,~'::b~~:;', VI:.~=:"8l-
of applicant a"",ovod by HUO: fice, Such wrltton comments
or should be reco/ved althe fo -
b) IhOt tha appIicanrs .n"'r- ~~ '=~, ~~~~i~:'
onmonlal roviow far tha P<ojact
oml.ed a roquir.. ded~on. CA 9'9'0, on or bofar. Sop-
, lindlng. or Sto~ apr:',k:a"'o 10 tom'" 22, ,.... All such
' the P~acl n I 0 Envlr- common.. sa racelv" will be
. onmon RevlowProcoss. ~~~~f~ ~".::. <;:r F~'::
' eb olher spacifie ?",unas in
~~t58~:I's".'alians a 24 CPA lunds or take an edmlnlstratlvo
action on tha withIn prajact
ObiactJons muslbo pr.pared prlar 10 tha clato spacifiedln tha
and suOmI.ed In accordance fiVÆ~~tanco.
~~"I. ~;~'~-:'¡;=':: ~~~
drOSSodtoHGOal'615"'r:,- &"'=~r
~Ã. ~~~ón '::"i~:~:; . ~~~2,'994 Øf7/fU
Soptom'" 22, 1994 will bo
cans"'.red by HUO,
Notice 01 FONSI
Tha City of Chula Vis.. also
giVes nolice !hollt hOs bean de-
lermlnea thai !he above project
will nol constitut. an action
~~n6:~"~u~ed~C':'=i
~~ ~d~~U~~IS~%":
dodded not ro prepara an En-
v;ranmental ImpaCt Staramenr
under Ihe.. Natlanal Envlr-
onmontal ""icy Act of "'9
(NEPA.420SC4321)
The reasons for .... dedsfon
~~~:. ~=~ SuchStaram.nl
Tho ptajOCt Is oolaf suffidont
slla, scale or mass and does
7 ~ ifCJ
-
ENVIRONMENTAL REVIEW RECORD
PROJECT NAME: Trolley Terrace
PROJECT LOCATION: 746 - 750 Ada Street
ASSESSOR'S PARCEL NO.: 622-020-20 & 30
1. Project Location and Description
The approximately 2 acre project site is located on fue norfuwest corner of Industrial
Boulevard and Ada Street.
The project consists of twelve attached residential units of approximately 1,200 square feet
each. The units would each have furee bedrooms and two-car garages and are proposed for
low and/or very low income buyers. The residential uses are proposed for fue western
portion of the site. A daycare center is proposed for fue eastern portion of the site and will
consist of approximately 6,500 square feet of floor area and will serve approximately 100
children. The center is proposed to operate from approximately 6:30 am to 6:00 pm Monday
through Friday.
A total of II permanent parking spaces will be provided onsite and MTDB has agreed in
concept to provide an additional 14 spaces at fue Palomar Trolley Station across fue street
from the project. These offsite spaces would be used by daycare center staff, while the II
onsite spaces (including handicapped) would be used by parents for drop-off and by
volunteers.
2. Statement of Process and Status of Environmental Analvsis
The City of Chula Vista will undertake fue project described above using HOME funds from
the U.S. Department of Housing and Urban Development (HUD) under the National
Affordable Housing Act of 1990. The City of Chula Vista is Certifying as Certifying Officer
consent to accept fue jurisdiction of fue Federal courts if an action is brought to enforce
responsibilities in relation to environmental reviews, decision making, and actions; and fue
responsibilities under the National Environmental Policy Act of 1969 (NEPA).
In the course of evaluating fue potential environmental effects of fue proposed project, fue
City determined fuat fue proposed project would not constitute an action that would
significantly affect the quality of the human environment and accordingly, the City
determined that an Environmental Impact Statement (EIS) would not be required. The reason
for this decision is that the project is not of sufficient size, scale or mass and does not exceed
the threshold criteria established for the preparation of an EIS nor will the project have a
significant impact on the environment under NEP A.
1-~/
-
3. Description of the Site and Environmental Context
The site consists of two separate legal parcels with one single family residence on each
parcel. Vegetation on the site consists of ornamental landscape plant species, grasses and
ruderals. The site is generally level and is at street grade along Ada Street and transitions
to approximately six feet above street grade on Industrial Boulevard. Power lines run along
the eåstern edge of the property parallel to Industrial Avenue.
Surrounding land uses consist of single family residential to the north, south and west. The
San Diego Trolley line runs east of the project and adjacent to east side of Industrial
Boulevard. The Palomar Trolley Station is located immediately east of the project. Further
east is a retail shopping center currently under construction. Primarily commercial uses are
located along Palomar Street and Broadway (further east). Industrial uses are located west
of 1-5 and south of Anita Street.
4. Statutorv Checklist
Attached.
5. Environmental Assessment Checklist
Attached.
6. Alternative ArÌalvsis
The objective of the project is to provide affordable housing to low- and very low-income
households. The grant funds requested of HUD for this project have specific requirements
for use in providing for affordable housing. Alternatives to the project are therefore limited
to affordable housing in various forms and configurations. A specific site plan, as well as
t1oor plans and architectural elevations are not yet available for the project. Alternatives
could consist of clustering of residential units to maximize open areas that could be enhanced
with landscaping to provide for visual compatibility with the surrounding single-family
residential neighborhood, and architectural treatments to reduce the appearance of building
mass and height. These alternative design concepts will be considered at the time that
specific site and building design plans are developed.
7. Analvsis of Impacts and Miti!!ation Actions
This information is provided in the attachments to the Environmental Assessment Checklist.
8. Monitorin!! and Enforcement Procedures
Mitigation measures proposed for the project will be enforced as conditions of City grading
and building permits and will be monitored by the City's Environmental Review Coordinator.
9. Copies of Other Environmental Analvses
An Initial Study and Negative Declaration were prepared for the project in accordance with
the California Environmental Quality Act and are attached for review.
7- L/2--
-
10. Findings
See attached Notice of Intent to Request a Release of Funds and Notice of Finding of No
Significant Impact on the Environment.
7~ 7L3
-- --. ----h_. _n""__""--'..--n__h______------ ---.
SlaCII(ory Checklist Ch«kli>l of Applicable S,atulcs
¡",d /{egulatiou\
I'rojee, Name and Idcmitïcation No.
Arc all ae,ivitie> of this projeel exomp' from NEPA procedures? 0 Yo< [X) No
(If yes, (his StalUlory ChockliS! lI<cd 110' be filled OUI.)
Arc aclÌvitios of chi, projec( categorically excluded from NEPApro<cdures? ~ Yes 0 No
(If y,'s. ,his 51aluwry CheckliS! aud all required aelions muS! be eomplelod_)
Arca of Sla,utnry-/{egulato.,'
Cumpli3ncc
(Precise cilalious 1'0' .pplie.bk
Slatu", .lId regllialiolls ore primed
Oil the hack of this Chccklisl. Full
discIIssion of oaeh is provided ill
Appendix U of chis Guide.)
HiSlorie Properties No historic or archaeo-
X logical resources affected
by this project. I
..------..
Floodplain Mall<tgell1enl X Project not within a
-_. '---_n__'--n ----- -- ---- floodplain. --..
Wellands PrOfe"liulI No wetlands affected by
X this project.
.-----.----..--.----
Nois" No significant increase in
X noise levels; noise ordinan e met.
Air Quality Will not significantly
X impact air quality.
---
Manmade Hazards No thermal/explosive hazard
Thermal/Explosive Hazards X in vicinity or created by
.p.r:aj l' C t
Airport Clear Zones X Nq ~ir~ort clear zone in
V1Cln1 .
Water Quality X No navigable river in
Navigable Waters vicinity.
Aquifers X No impact on aquifers.
Solid Waste Disposal X No waste disposal site in
vicinity; no significant
waste enerated by project.
Coastal Areas
Coastal X Not within coastal zone.
Zone Management
Coastal Coastal barrier resources
X not impacted.
Barrier Resources
Endangered Species Site has been previously
X disturbed; no threatened 0
endangered species on site.
"""ach evidence thO( '«!ui«d OCllon, have been lakcn, 7-fJCJ
22
Criteria established in 36'CFR Part 800; I
Historic Propcrlies field observations, record searches.
Floodplain Management Federal Emergency Management Agency Floodplain Maps.
-....---------- --- , --- --.-
Aerial photograph, Chula Vista General Plan EIR, P & 0
Wetlands Proleclion Technologies, May 31, 1990, Biology Section, page 3-21,
Exhibit 3.
Chula Vista Noise Ordinance and General Plan EIR, P & 0
Noise Technologies, May 31, 1990, Page 3-57; Noise Element of it he
Chula Vista'-Ceneral Plan, page g-1.
Chula Vista General Plan EIR, P & 0 Technologies, May 31,
Air Quality 1989, Pages 3-47 and 3-48.
Consulted OPR Hazardous Waste & Substances Site List for
Manmade liazards explosive hazards and Chula Vista General Plan Map for airpor
hazards.
---.-
Water Quality Chula Vista General Plan EIR, P & D Technologies, May 31,
1989, Page 3-20
--
Solid Waste Disposal Chula Vista General Plan, July II, 1989, page 3-11.
('"astal Areas Chula Vista Local Coastal Plan Map consulted.
..-.. -- - . - --------....--.-----------.--------------.--
Endangered Species Chula Vista General Plan EIR, Biology Section, P & D Technolo ies,
May 31, 1990, page 3-21.
-"-.
Farll1!;lI1ds Protection Chula Vista General Plan EIR, P & D Technologies, May 31,
1990, page 3-65.
Wild and Seenic Rivers Chula Vista General Plan, July 11, 1989, page 6-9 and General
Plan Map.
State or local Statutes Initial Study and Negative Declaration in accordance with
th~ California Environmental Quality Act.
LEVEL OF CLEARANCE FINDmG
Ba.eed on the el1V1=ental rvviev findin88 coverin¡¡' the above feoto1'll it i. 'dete=1ned
t\>'I't the 'cited project i. subjeot too . ".
0 J, finding that 24 CPR P&rt 58.34(a)(10) 10 applicable &lid tbe project qualit1ee es
an "exemption" and no furtber environmental revie.., noticee or clearances are req,u1red, or;
»(t finding that 24 CPR P&rt 58.35(b) 18 applicable and a Requeet For Releaee Of Funde
ublic notice and related certification clearance is required. Mitigation me..ures
are ideut1fied.
Environmeutal Specialist ~~ - 1- C¡5 1/~/f,~
Dste
Superviscry Environmeutal !icer- (/'7 ~ Date 9Æ.(9ý
-
This page blank.
7--tfb
TROLLEY TERRACE
CONVEYANCE AGREEMENT AND
ESCROW INSTRUCTIONS
THE CITY OF CHULA VISTA,
a California municipal corporation
"CITY"
SOUTH BAY COMMUNITY SERVICES
a California non-profit public benefit corporation
"DEVELOPER"
1-1-/7
-
This page blank.
1-lJf
TABLE OF CONTENTS
ARTICLE 1 Recitals 1
1.1 The Property. . . . . 1
1.2 Developer. ..... 1
1.3 The Proposed Project. . 1
1.4 Disposition and Development Agreement. 1
ARTICLE 2 Definitions . 1
2.1 "Acceptance Date" 1
2.2 "Agency" . 1
2.3 "city Loan Agreement" . . . . . . 1
2.4 "Appraised Value of the Property" 2
2.5 "Cash" 2
2.6 "Closing Date" 2
2.7 "Close of Escrow" 2
2.8 "City" . 2
2.9 "County" 2
2.10 "Disposition and Development Agreement" 2
2.11 "Escrow Holder" . 2
2.12 "General and special real estate taxes" 2
2.13 "Opening of Escrow" . . . . . . . . . . 2
2.14 "New Parcel Map" 2
2.15 "Proposed Project" 3
2.16 "Title Insurer" 3
ARTICLE 3 Conveyance of the Property 3
3.1 Conveyance of the Property. 3
3.2 Consideration for Property. 3
ARTICLE 4 Conditions Precedent 3
4.1 Conditions Precedent. . 3
4.2 Satisfaction, waiver and Failure of Conditions;
Termination. . . 4
4.3 Performance By The Other Party. 4
ARTICLE 5 Developer to Obtain Approvals for and Develop the
Proposed Project. . . . . . . . . . . . . . .. 4
ARTICLE 6 City's and Developer's Deliveries to Escrow
Holder . . . 5
6.1 Title/Other Information. 5
6.2 Reconveyances. . . . . . 5
6.3 Signature/Acknowledgment of Grant Deed. 5
6.4 Deed of Trust. . . 5
6.5 Developer Charges. 5
ARTICLE 7 Right to Enter . 5
7.1 Right to Enter the Property. . 6
7.2 Insurance. . . 6
ARTICLE 8 Condition of Title/Title Insurance . 7
8.1 Title. 7
8.2 Title Insurance. 7
8.3 No Liens for Work on Property. 8
'7-tfq
-
ARTICLE 9 Prorations, Fees, Costs, Payments and
Reimbursements. . . . . . . . . . . 8
9.1 Taxes and other Prorations. . . . . . 8
9.2 Developer's Charges. 8
ARTICLE 10 Distribution óf Funds and Documents . " 8
10.1 Retention of Cash. . 8
10.2 Disbursements. 8
10.3 Payment of Encumbrances. 9
10.4 Return After Recording. 9
10.5 Delivery of Instruments. . 9
10.6 Delivery of Cash. 9
10.7 Delivery of Copy of Instruments. 9
ARTICLE 11 Close of Escrow or Termination of Agreement 9
11.1 Close of Escrow. 9
11.2 Termination of Escrow. 9
ARTICLE 12 Escrow Holder's General provisions 10
ARTICLE 13 "As Is" Conveyance 10
13.1 Limit on Escrow Holder's Responsibility. 10
13.2 "As Is" Conveyance. . . . . . . . . . . 10
13.2 No Brokerage Commission or Finder's Fee. 11
ARTICLE 14 Hazardous Materials 11
14.1 Hazardous Materials. 11
14.2 Indemnity of City. 11
ARTICLE 15 Assignment . 12
15.1 Limit on Escrow Holder's Responsibility. 12
15.2 Assignment Must be Approved by City. . . . 12
15.3 Effect of Approved Assignment. "" 12
15.4 Assignor's Obligations. 13
ARTICLE 16 General provisions . 13
16.1 Gender, Number. . . . . 13
16.2 Business Days. "'" . 13
16.3 Survival of Provisions. . . 13
16.4 Authority of Signatories. . 13
16.5 Joint and Several Liability. 13
16.6 Reservation of Discretion. . 13
16.7 City's certification Re Non-Foreign Status. 14
16.8 Captions. 14
16.9 Entire Agreement. 14
16.10 Exhibits. 14
16.11 Modifications. 14
16.12 Attorney's Fees and Costs. . 14
16.13 Successors. " " 15
16.14 Counterparts. . 15
16.15 Applicable Law. . 15
16.16 Time of Essence. . . . 15
16.17 Notices. . 15
7 --50
-
CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS
THIS CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS
("Agréement") is entered into effective as of March_, 1996,
between THE CITY OF CHULA VISTA, a California municipal
corporation, ("city") and SOUTH BAY COMMUNITY SERVICES,
a California non-profit public benefit corporation ("Developer").
This Agreement constitutes (i) a contract of conveyance, and (ii)
escrow instructions to Chicago Title Company ("Escrow Holder"),
whose consents appears at the end of this Agreement.
ARTICLE 1
Recitals
1.1 The property. City owns that certain real property
located on the corner of Ada Street and Industrial Boulevard in the
City of Chula Vista, County of San Diego, State of California, more
particularly described in Exhibit "A" attached (the "Property").
1.2 Developer. Developer is a California non-profit public
benefit corporation which performs multiple social services and
low/moderate income housing services in the city.
1.3 The Proposed Project. Developer (or a limited
partnership in which Developer is a general partner) intends to
acquire the Property for the purposes of improving it with a multi-
family residential project consisting of eighteen units and
providing affordable housing for very-low income persons, (the
"Proposed Project"). The Proposed Project is more particularly
described on Exhibit "B" attached.
1.4 Disposition and Development Agreement. City and
Developer intend to enter into a Disposition and Development
Agreement and the City intends to make a loan to Developer for the
development of the Property with the Proposed Project.
ARTICLE 2
Definitions
Unless the context otherwise indicates, the following shall
have the meanings as set forth in this Article:
2.1 "Acceptance Date" means the date of signature of City or
Developer, whichever is the last to sign this Agreement.
2.2 "Agency" means the Redevelopment Agency of the City of
Chula vista.
2.3 "City Loan Agreement" means a loan agreement by which
the City agrees to loan funds to Developer for the Proposed
Project.
1-5/
-
2.4 "Appraised Value of the property" means $414,000, as
established by that certain appraisal by Rasmuson Appraisal
Consultants, Inc., MAl, dated December 28, 1993.
2.5 "Cash" means (i) currency, (ii) if acceptable to Escrow
Holder, a check or checks currently dated, payabie to Escrow Holder
or order and honored upon presentation for payment, or (iii) funds
wire-transferred or otherwise deposited into Escrow Holder's
account at Escrow Holder's direction.
2.6 "Closing Date" means the date scheduled for Close of
Escrow, and unless otherwise agreed to in writing by City and
Developer, or as otherwise set forth herein, the Closing Date shall
be December 31, 1996.
2.7 "Close of Escrow" means the date City's Grant Deed (a
copy of which is attached as Exhibit "C" hereto) and other
documents are filed for record.
2.8 "City" means the City of Chula Vista, a California
municipal corporation.
2.9 "County" means the County of San Diego, State of
California.
2.10 "Disposition and Development Agreement" means the
agreement between City and Developer described in Section 1.4.
2.11 "Escrow Holder" means Chicago Title Company, whose
address is 3703 Camino Del Rio South, suite 100, San Diego, Ca.
92108.
2.12 "General and special real estate taxes" means all
charges evidenced by the secured tax bill issued by the Tax
Collector of the County, including, but not limited to, amounts
allocated to (i) County or City general governmental purposes, (ii)
bonded indebtedness of the County or City, (iii) bonded or other
indebtedness and operating expenses of any school, college, sewer,
water, irrigation, hospital, library, utility, county service,
community facilities district or other district, and (iv) any other
lawful purpose.
2.13 "Opening of Escrow" means the date of, and act of,
Escrow Holder signing the "Consent of Escrow Holder" attached to
this Agreement.
2.14 "New Parcel Map" means the new parcel map which will be
processed, approved and recorded to subdivide the Property and the
adjacent City-owned property into two legal lots. Upon the
recording of the New Parcel Map, the new legal description of the
Property as established by the New parcel Map will replace the
legal description on Exhibit "A" attached for all purposes. The
exact property lines of the Property as shown on the New Parcel Map
~--5Þ/
-
may vary slightly from those shown on Exhibit "A", but neither any
such variations nor any easements dedicated or other matters shown
on the New Parcel Map shall materially impair Developer's ability
to develop the Proposed Project.
2.15 "Proposed project" means the project described in
section 1.3.
2.16 "Title Insurer" means CHICAGO TITLE COMPANY, with
offices at 3703 Camino del Rio South, Suite 100, San Diego,
California 92108.
ARTICLE 3
Conveyance of the property
3.1 conveyance of the Property. City agrees to grant the
Property to Developer, and Developer agrees to accept the grant of
the Property, on the terms of this Agreement.
3.2 Consideration for Property. City and Developer agree
that the fair market value of the Property is the Appraised Value.
City and Developer further agree as consideration for receiving
title to the Property, Developer (a) shall pay the City, prior to
Close of Escrow, the amount of $41,400 cash; (b) shall pay the City
$372,600 from residual receipts from the Proposed Project, at 3%
simple interest per year over a 55 year period, as more
particularly set forth in the City Loan Agreement and/or
Disposition and Development Agreement; and (c) shall develop the.
Proposed Project on the Property in accordance with the terms and
conditions of the Disposition and Development Agreement and the
City Loan Agreement.
ARTICLE 4
Conditions Precedent
4.1 Conditions Precedent. This Agreement, the consummation
of the transaction herein contemplated, the respective rights and
obligations of the parties hereto, and the Close of Escrow are
subject to and contingent upon the good faith satisfaction and
completion of each of the following conditions precedent which are
deemed to be for the mutual benefit of the parties, or the written
waiver thereof by the parties, which are more particularly set
forth below. The time for the approval and satisfaction of each of
the conditions precedent are specified in the paragraphs below.
(a) Disposition and Development Agreement. ci ty and
Developer shall have entered into a Disposition and Development
Agreement by the date following 60 days after the award of tax
credits in accordance with Section 4.1(c), hereof, but in no event
later than December 31, 1996, relating to the development of the
Property with the Proposed Project, and all conditions precedent to
Close of Escrow in the Disposition and Development Agreement shall
have been satisfied.
~ 1--53
(b) City Loan Agreement. City and Developer shall have
entered into the city Loan Agreement by December 31, 1996 for the
loan from City to Developer for the Proposed Project in an amount
not less than the amount approved by Agency anà City pursuant to
duly adopted resolution(s) on March 14, 1996.
(c) Tax Credits. Developer shall have received a
preliminary allocation of federal and state low income housing tax
credits from the California Tax Credit Allocation Committee by
November 30, 1996 in an amount acceptable'to City and Developer.
(d) New Parcel Map. A duly approved New Parcel Map
shall have been recorded or is recorded concurrently with the Close
of Escrow.
(e) Condition of the Property. Developer shall have
reviewed and reasonably approved the condition of the Property.
(f) Feasibility. Developer and City shall have
reasonably determined that the Proposed Project is feasible.
(g) Title. Developer shall approve the condition of
title to the Property and the Title Insurer shall be committed to
issue the required Title Policy pursuant to Article 8 hereof.
4.2 Satisfaction, waiver and Failure of Conditions;
Termination. The waiver of a condition will be effective only if
the same is (i) in writing, (H) signed by the parties and (Hi)
delivered to Escrow Holder and the other parties before termination
of the Agreement. Failure of a condition to be satisfied or waived
within the time provided for satisfying or waiving the condition
shall allow any party not then in default to terminate this
Agreement. If any conditions remain not satisfied (and are not
waived) by December 31, 1996, then any party may terminate this
Agreement at any time before all conditions are satisfied or
waived.
4.3 Performance By The Other party. Each party's obligation
to perform under this Agreement is subject to material performance
of any prior or concurrent obligation of the other party.
ARTICLE 5
Developer to Obtain Approvals for and Develop the Proposed project
5.1 Developer agrees to use its best efforts and due
diligence to obtain all required approvals, tax credit allocations,
and do all things reasonably required to satisfy all conditions to
the Agreement, and otherwise obtain approval of the Proposed
Project and cause escrow for the Property to close, and once
construction has commenced for the Proposed Project, to diligently
pursue the completion of the Proposed Project.
/ 1~5r
-
5.2 City agrees to use reasonable efforts to satisfy the
conditions precedent to this Agreement under its control and to
cause escrow to close hereunder. Notwithstanding the foregoing,
nothing contained in this section shall limit City's reservation of
discretion as provided in Section 16.6 hereof, below.
ARTICLE 6
City's and Developer's Deliveries to Escrow Holder
6.1 Title/other Information. Within five (5) days of a
request to produce, city and Developer shall furnish such
information as is required by Title Insurer. In addition, each
party shall, within two (2) days of a request, furnish evidence of
such party's legal capacity and a designation of individuals
authorized to bind such pàrty.
6.2 Reconveyances. At least two (2) days before the Closing
Date, City shall arrange for the execution, acknowledgement and
delivery to Escrow Holder for recording at Close of Escrow full
reconveyances of any deed(s) of trust on the Property, or otherwise
provide such assurances as the Title Company may reasonably require
in order to allow the issuance of the required Title Insurance free
from any deed(s) of trust.
6.3 signature/Acknowledgment of Grant Deed. At least two (2)
days before the Closing Date, city shall execute and acknowledge
the Grant Deed for the Property substantially in the form attached
as Exhibit "C" to this Agreement. If required by the Disposition
and Development Agreement, the Grant Deed may contain a power of
termination in favor of City pursuant to California civil Code
section 885.010 et seq. to secure Developer's obligations under the
Disposition and Development Agreement.
6.4 Deed of Trust. At least two (2) days before the Closing
Date, Developer shall execute, acknowledge and deliver to Escrow
Holder for recording at Close of Escrow any deed of trust required
by the Disposition and Development Agreement to secure Developer's
obligations under the Disposition and Development Agreement and/or
the City Loan Agreement.
6.5 Developer Charges. At least one (1) day prior to Close
of Escrow, Developer shall deliver to Escrow Holder those amounts
required by Article 9 below.
ARTICLE 7
Right to Enter
7.1 Right to Enter the property. Developer, its venture
partners and their respective employees, agents and independent
contractors may prior to the Closing reasonably go upon the
Property to inspect, survey and test the Property and to design
Developer's planned improvements and the like. Developer will hold
~ '7-55
city and the Property harmless from any claim, cost, lien, action
or judgment (including without limitation, city's attorney's fees
and defense costs) (i) incurred by or through Developer for the
services of surveyors, engineers, architects and others, or (ii)
incurred by reason of any personal injury or property damage
resulting from any accident, hazardous waste spill or other event
resulting from such entries by Developer or its agents, employees
or independent contractors. Developer will not be liable or
responsible for temporary damage to the Property which is
reasonably necessary to the investigation of its physical
characteristics, including soils tests and surveying provided,
however, the Developer shall promptly cause any test pits and
borings to be back-filled and properly compacted. Termination of
this Agreement will not terminate Developer's obligations
hereunder.
Developer agrees to give City at least two weeks prior written
notice before entering the Property when the purpose of such entry
is to conduct an environmental or hazardous materials surveyor
study.
7.2 Insurance. As a condition of the right of entry granted
in section 7.1, Developer shall secure and maintain, at Developer's
sole cost, the following policies of insurance, in which Developer
shall be a named insured and shall include coverage of Developer's
and its agents' contractors', subcontractors' and employees'
activities on or in any way relating to the Property: (a) Broad
Form comprehensive or commercial public liability insurance,
including direct contractual and contingent liability coverages,
with limits of not less than $1,000,000 per occurrence for bodily
injury, property damage or personal injury, and $2,000,000 general
policy aggregate (or alternatively $1,000,000 on a per project
basis); (b) comprehensive automobile liability insurance with
limits of not less than $500,000 for personal injury to, or death
of, anyone person, $1,000,000 for bodily injury to, or death of,
from any one accident or occurrence (alternatively $1,000,000
combined single limit for any one accident or occurrence), and
$500,000 for property damage in any one accident; (c) workers'
compensation in accordance with the provisions of California law;
and (d) employer's liability insurance of not less than $1,000,000.
The policies of insurance described in clauses (a) and (b) above
will name City as an additional insured party pursuant to Form B or
similar endorsement and contain a provision that such policy may
not be terminated without thirty (30) days' written notice of the
proposed termination to City (except that only ten (10) days'
written notice of termination shall be required for nonpayment of
premium). Certificates of insurance evidencing the insurance
policies described in this paragraph will be delivered by Developer
to City before entry onto the Property by Developer or its agents
or contractors. Claims made coverage is unacceptable. The
insurance coverage required by this section 7.2 may be provided
under a "blanket" policy or policies of insurance also covering
other locations, so long as the requirements of this Section are
/J-5b
met. Before undertaking any activity on the Property which
requires a permit from the appropriate governmental agency,
Developer will obtain such permit and pay any fee or expense
required to obtain or carry out said permit. Any contractor,
surveyor, engineer or similar provider of materials or services who
enters the Property ón behalf of Developer must also obtain similar
insurance if City requests they do so.
ARTICLE 8
Condition of Title/Title Insurance
8.1 Title. City agrees, at Close of Escrow, to convey title
to the Property to Developer subject only to:
(a) All standard exceptions and exclusions from coverage
typically set forth in a standard CLTA Owner's title policy.
(b) Non-monetary encumbrances (other than those
described below) reflected in that certain Preliminary Title Report
prepared by Title Insurer with respect to the Property (Order No.
000995289 13) dated April 16, 1996.
(c) General and special real estate taxes and
assessments (including, but not limited to, any applicable
assessment or community facilities districts) which are, as of the
close of escrow, not delinquent and supplemental taxes, if any,
assessed pursuant to California Revenue and Taxation Code section
75 and following.
(d) Easements dedicated on the New Parcel Map, any other
final map of the Property or reserved in the grant deeds or
otherwise required for development of the Property.
(e) The reservation of water rights and any power of
termination set forth on the Grant Deed.
(f) Any covenants, conditions and restrictions required
by law.
(g) Any lien or other encumbrance voluntarily imposed by
Developer or its successors or assigns.
(h) Any lien required by the City Loan Agreement.
8.2 Title Insurance. Prior to Close of Escrow Developer at
Developer's sole cost, shall obtain a Title Policy from Title
Insurer cOnsistent with the terms and conditions of section 8.1
hereof. City shall reasonably cooperate in connection with any
survey required by Title Insurer in connection therewith.
8.3 No Liens for Work on property. On the Closing Date, the
City will not be indebted to any contractor, laborer, mechanic,
materialman, architect, engineer or any other person for work,
~ 1-57
-
labor or services performed or rendered, or for materials supplied
or furnished, in connection with the Property for which any such
person could claim a lien against the Property except as may have
been previously approved by Developer in writing.
ARTICLE 9
prorations, Fees, Costs, Payments and Reimbursements
9.1 Taxes and Other Prorations. Escrow Holder will prorate
(that is, apportion) between the parties, in cash, to Close of
Escrow, on the basis of a thirty (30) days month, general and
special real estate taxes and assessments, based on the regular tax
bill for the fiscal year in which the escrow closes, and any other
income or expenses related to the Property identified by both City
and ..Developer. If such tax bill has not been issued as of the
Closing Date, such proration shall be based on the regular tax bill
for the fiscal year preceding that in which this escrow closes.
The proration of taxes and assessments shall be without regard to
any supplemental assessments levied pursuant to California Revenue
and Taxation Code sections 75 and following unless such
supplemental taxes have been levied and shown on a tax bill.
9.2 Developer's Charges. Developer shall pay (i) the cash
payment of $41,400 for the Property required by Section 3.2 hereof;
(H) Escrow Holder's fee for the escrow for the conveyance from
City to Developer and any sub-escrow fees related to Proposed
Project financing; (Hi) the County Documentary Transfer Tax, of
any; (iv) usual document-drafting and recording charges; and (v)
the cost of any title insurance policy or endorsements desired by
Developer pursuant to section 8.2 hereof.
ARTICLE 10
Distribution of Funds and Documents
10.1 Retention of Cash. All Cash received by Escrow Holder
will be, until Close of Escrow, or unless otherwise provided
herein, kept on deposit with other escrow funds in Escrow Holder's
general escrow account(s). Escrow Holder will not have any
obligation to pay interest on cash received.
10.2 Disbursements. Any disbursements by Escrow Holder will
be made by checks unless otherwise Escrow Holder is otherwise
unilaterally instructed by the party receiving such disbursement.
10.3 Payment of Encumbrances. Escrow Holder will, at the
close of this escrow, pay, from funds deposited by City with Escrow
Holder, to the appropriate obligees, all existing deeds of trust
and mortgages, provided that City has approved the beneficiary
demands, which approval shall not be unreasonably withheld.
10.4 Return After Recording. Escrow Holder will cause the
County Recorder to mail the city's grant deed (and each other
??-5l?
instruments which is herein expressed to be, or by general usage
is, recorded) after recordation, to the grantee, beneficiary or
person (i) acquiring rights under said document, or (ii) for whose
benefit the instrument was acquired.
10.S Delivery of InstrUments. Escrow Holder will, at the
close of this escrow, deliver by United states mail (or will hold
for personal pickup, if requested) each nonrecorded instrument
received by Escrow Holder to the payee or person (i) acquiring
rights under the instrument, or (ii) for whose benefit the
instrument was acquired.
10.6 Delivery of Cash. Escrow Holder will, at the close of
this escrow, deliver by United states mail (or will hold for
personal pickup, if requested) (i) to City, or order, any excess
funds delivered to Escrow Holder by City and (ii) to Developer, on
order, any excess funds delivered to Escrow Holder by Developer.
10.7 Delivery of Copy of Instruments. Escrow Holder will, at
Close of Escrow, deliver to City a copy of city's grant deed and
each document recorded to place title in the condition required by
this Agreement.
ARTICLE 11
Close of Escrow or Termination of Agreement
11.1 Close of Escrow. Escrow Holder will close escrow for
the Property by recording the grant deed at, Close of Escrow.
Escrow shall close no later than the Closing Date. Each party
further covenants that it will diligently use its best efforts to
cause escrow to close for the Property. If Escrow Holder cannot
close escrow on or before the Closing Date, it will, nevertheless
close this escrow when all conditions have been satisfied or waived
unless, after the Closing Date and prior to the close of this
escrow, Escrow Holder receives a written notice to terminate this
escrow from a party who, at the time the notice is delivered, is
not in default under this Agreement. Nothing herein stated shall
be deemed, however, to imply that time is not of the essence of
this Agreement.
11.2 Termination of Escrow. Escrow Holder will have no
liability or responsibility for determining whether or not a party
giving a notice of termination is in default under this Agreement.
Within three (3) working days after receipt of a termination notice
from one party, Escrow Holder will deliver one copy of the notice
to the other party. Unless written objection to termination of
this escrow is received by Escrow Holder within ten (10) days after
Escrow Holder delivers the notice to the other party, Escrow Holder
will promptly terminate this escrow and return all funds and
documents held by it to the party depositing the same, except that
Escrow Holder may retain such funds and documents usually retained
by escrow agents in accordance with standard escrow termination
procedures. Escrow Holder may (i) retain any passbooks or
/1-SC¡
-
certificates on deposit with Escrow Holder until such time as its
escrow fees are paid in full, or (ii) deduct from any funds held by
Escrow Holder a sufficient amount to pay its escrow fees in full.
If written objection to the termination of this escrow is delivered
to Escrow Holder within the ten (10) day period, Escrow Holder is
authorized to hold all funds and documents delivered to it in
connection with this escrow and Escrow Holder may, in Escrow
Holder's sole discretion, take no further action until otherwise
directed, either by the parties' mutual written instructions or by
a final order of judgment of a court of competent jurisdiction.
ARTICLE 12
Escrow Holder's General provisions
Escrow Holder's General Provisions, attached hereto as Exhibit
~ are hereby made a part of this Agreement.
ARTICLE 13
"As Is" Conveyance
13.1 Limit on Escrow Holder's Responsibility. Escrow Holder
shall have no concern with, nor liability nor responsibility for,
this Article.
13.2 "As Is" Conveyance. Except as otherwise set forth in
this Agreement, City is making absolutely no representations or
warranties with respect to the Property, and Developer will accept
the Property, and the matters relating to the Property listed
below, in their present "as is" condition. The matters are:
(a) Soils. Topoqraphv. Etc. Soils and geological
condition; topography, area and configuration; archeological,
prehistoric and historic artifacts, remains and relics;
contamination by Hazardous Materials; endangered species and
wetlands.
(b) utilities. Schools. Etc. Availability of utilities,
schools, public access, and fire and police protection.
(c) Districts. The status, special taxes and
assessments of any and all Mello-Roos Community Facility Districts
and assessment districts.
(d) Planninq and Zoninq. Applicable planning, zoning
and subdivision statutes, ordinances, regulations and permits.
(e) Development Fees. The character and amount of any
fee or charge which must be paid by Developer to develop the
Property.
(f) Easements and Encroachments. Any easement, license
or encroachment which is not a matter of public record, whether or
not visible upon inspection of the Property.
/" ?-¿'O
-
(g) Other Matters. Any other matter relating to the
Property or to the development of the Property, including, but not
limited to, value, feasibility, cost, governmental permissions,
marketing and investment return, except as otherwise expressly
provided in this Agreement..
13..2 No Brokerage commission or Finder's Fee. Each party
warrants to the other that the warranting party has incurred no
obligation, by reason of this Agreement or the transaction
contemplated hereby, for a real estate brokerage comm~ss~on or
finder's fee for which the other party would be liable. Each party
will hold the other party free and harmless from and against any
damage or expense the other party may incur by reason of the
untruth as to the warranting party of the foregoing warranty,
including expenses for attorney's fees and court costs.
ARTICLE 14
Hazardous Materials
14.1 Hazardous Materials. The term "Hazardous Materials"
means any material or substance which is (i) defined as a
"hazardous waste", extremely hazardous waste", "restricted
hazardous waste", "hazardous material", "hazardous substance", or
any similar formation under or pursuant to any California statute
or common law rule; (ii) petroleum and natural gas liquids as those
terms 'are used in §lO9(l4) of the Comprehensive Environmental
Response, Compensation & Liability Act, 42 V.S.C. §6901, et seq.
(41 U.S.C. §6903); (iii) asbestos; (iv) polychlorinated biphenyls;
(v) designated as a "hazardous substance" pursuant to §311 of the
Clean Water Act, 33 V.S.C., §1251, et seq. (33 V.S.C. §1321) or
listed pursuant to §307 of the Clean Water Act (33 V.S.C. §1317);
(vi) defined as a "hazardous waste" pursuant to §1004 of the
Resource Conversation & Recovery Act, 42 V.S.C. §6903); or (vii)
defined as a "hazardous substance" pursuant to Comprehensive
Environmental Response, Compensation and Liability Act, 42 V.S.C.
§9601, et seq. (41 V.S.C. §9601).
14.2 Indemnity of City. As a material inducement to city,
without which City would not have agreed to the terms set forth
herein, Developer, for itself and its successors and assigns,
hereby agrees to indemnify, defend and hold harmless City and each
of City's employees, agents, attorneys, .successors and assigns of
City ("Indemnified Parties"), from and against any and all present
and future liability, losses, damages (including foreseeable or
unforeseeable consequential damages), penalties, fines,
forfeitures, response costs and expenses (including out-of-pocket
litigation costs and reasonable attorneys' fees) directly or
indirectly arising out of (i) the use, generation, storage,
transportation, release, discharge or disposal of Hazardous
Materials on or in the Property by Developer or the partners of
Developer or its respective employees, contractors; subcontractors
or agents, including, without limitation, the cost of any required
or necessary repair, cleanup or detoxification and the preparation
y ?-&j
of any closure or other required plans; excluding, however, from
Developer's indemnity any such liability, losses, damages
(including foreseeable or unforeseeable consequential damages),
penalties, fines, forfeitures, response costs and expenses
(including out-of-pocket litigation costs and reasonable attorneys'
fees) directly or indirectly arising out of the actións of City,
Agency or their respective employees, contractors, subcontractors
or agents. The indemnity obligation of this Section 14.2 is not
assignable.
ARTICLE 15
Assignment
15.1 Limit on Escrow Holder's Responsibility. Escrow Holder
shall have no concern with, nor liability nor responsibility for,
this Article.
15.2 Assignment Must be Approved by City. Neither Developer,
nor any person or entity constituting Developer, nor any assignee
of city's or any such person's or entity's rights hereunder, will
have the right or power to assign its or their rights hereunder
without first having obtained City's written approval of any such
assignment. Approval of anyone assignment will not constitute a
waiver of City's right to approve or disapprove any subsequent
proposed assignment. Except as stated in the next sentence, City
shall have absolute discretion to withhold its consent to any such
assignment. Notwithstanding the first sentence of this Section,
city shall approve an assignment of Developer's rights (except for
such rights as are designated as not assignable and such
obligations as are designated as not delegable within this
Agreement to a limited partnership of which Developer is a general
partner; any such assignee must assume City's obligation under this
Agreement.
15.3 Effect of Approved Assignment. Except as otherwise
provided in this Agreement, in the event of any such approved
assignment, the assignee will be and become (i) the grantee of
city's Grant Deed; and (ii) the person(s) having the right or
obligation to (a) deliver statements, (b) deliver documents, (c)
give approvals, (d) waive conditions, or (e) make demands, all as
may be permitted or required by this Agreement and not then already
accomplished by Developer or another approved assignee.
15.4 Assignor's Obligations. No assignment pursuant to this
Article wili relieve the assignor of any of its obligations under
this Agreement.
ARTICLE 16
General provisions
16.1 Gender, Number. Whenever the context requires, the use
herein of (i) the neuter gender includes the masculine and the
feminine, and (ii) the singular number includes the plural.
/2 ') - /P 1----
16.2 Business Days. If the (i) stated Closing Date, or (ii)
last .day for performance of an act falls upon a day during which
Escrow Holder is not open for business, the closing Date or such
last day, as the case may be, will be the next following regular
business day of Escrow Holder.
16.3 survival of Provisions. The representations,
warranties, agreements and indemnities set forth in this Agreement
will remain operative, will be deemed made at the close of escrow,
and will survive the closing and the execution and delivery of
Developer's grant deed.
16.4 Authority of signatories. Each individual signing this
Agreement on behalf of the city warrants that (i) he or she is duly
authorized to sign and deliver this Agreement on behalf of the city
in accordance with a duly adopted resolution of the City Council of
the city and (ii) this Agreement is binding upon the City in
accordance with its terms. Each individual signing this Agreement
on behalf of a corporation warrants that (i) he or she is duly
authorized to sign and deliver this Agreement on behalf of the
corporation, in accordance with a duly adopted resolution of the
board of directors of the corporation or in accordance with the
bylaws of the corporation, and (ii) this Agreement is binding upon
the corporation in accordance with its terms. South Bay Community
Services represents that it has the àuthority to execute this
Agreement on behalf of Developer and this Agreement is binding upon
Developer in accordance with its terms.
16.5 Joint and Several Liability. If either party consists
of more than one person, the liability of each person signing this
Agreement will be joint and several.
16.6 Reservation of Discretion. Developer acknowledges and
agrees that nothing contained in this Agreement is intended to, nor
shall have the effect of, reducing the City's legal authority,
discretion or obligation ,to consider approval or disapProval of
future agreements and other discretionary actions contemplated
hereby or otherwise required in the normal course of business with
respect to the property or the Proposed Project. Developer agrees
to waive any and all claims against City, Agency, and their
respective agents, employees and representatives arising from the
city's election within the scope of its authority and discretion to
disapprove any such agreements or other discretionary actions with
respect to the Property on the Proposed Project. City acknowledges
and agrees that any such election by Development shall not
constitute a breach of this Agreement.
16.7 City's certification Re Non-Foreign Status. city
understands that section 1445 of the Internal Revenue code provides
that a transferee of a United States real property interest must
withhold tax if the transferor is a foreign person. To inform
Developer that withholding of tax is not required upon the
disposition by city of the Property pursuant to this Agreement,
y ') -&'3
City hereby certifies the following and understands that this
certification may be disclosed to the Internal Revenue Service by
Developer:
(a) city is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations).
(b) City's United States Employer Identification Number
is 95-6000690.
(c) City's office address is 276 Fourth Avenue, Chula
Vista, Ca. 91910
16.8 Captions. captions in this agreement are inserted for
convenience of reference only and do not define, describe or limit
the scope or the intent of this Agreement.
16.9 Entire Agreement. This Agreement contains the entire
agreement between the parties relating to the transaction
contemplated hereby and all prior or contemporaneous agreements,
understandings, representations and statements, oral or written,
are merged herein.
16.10 Exhibits. All exhibits referred to in this Agreement
are attached, and are a part of, this Agreement.
16.11 Modifications. No modification, waiver or discharge of
this Agreement will be valid unless the same is in writing and
signed by the party against which the enforcement of such
modification, waiver or discharge is or may be sought.
16.12 Attorney's Fees and Costs. If either party commences
litigation for the judicial interpretation, reformation,
enforcement or rescission hereof, the prevailing party will be
entitled to a judgment against the other for an amount equal to
reasonable attorney's fees and court and other costs incurred.
16.13 Successors. All terms of this Agreement will be
binding upon and inure to the benefit of the parties and their
respective administrators or executors, successors and assigns;
nothing contained in this Paragraph ~ill affected Article 15.
16.14 Counterparts. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an
original, but all of which together will constitute one instrument.
16.15 Applicable Law. This Agreement will be construed and
enforced in accordance with the laws of the State of California.
16.16 Time of Essence.. Time is of the essence of each and
every provision of this Agreement in which time in an element.
;< 1~¿' ~
-
16.17 Notices. Unless otherwise provided herein, all
notices, demands or other communications given hereunder will be in
writing and will be deemed to have been duly delivered upon
personal delivery, or on receipt of a telecopy, or on the second
business day after deposit with Federal Express or other overnight
courier service, or as of the second business day after-mailing by
united states registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Developer:
South Bay Community Services
315 Fourth Avenue, Suite E
Chula Vista, Ca. 91910
Attn: Ken Sauder
Telephone: 420-3620
Telecopier: 420-8722
With a copy to:
Kathryn Lembo, Executive Director
If to City:
Communi~y Development Director
city of Chula vista
276 Fourth Avenue
Chula Vista, Ca. 91910
Attn: Housing Coordinator
Telephone: (619) 691-5047
Telecopier: (619) 476-5310
with a Copv to:
City Attorney
City of Chula vista
276 Fourth Avenue
Chula Vista, Ca. 91910
Attn: Glen R. Googins, Esq.
Telephone: (619) 691-5037
Telecopier: (619) 585-5612
If to Escrow Holder:
Chicago Title Company
3703 Camino Del Rio South, Ste. 100
San Diego, Ca. 92108
Attn: Laurie Baccash
Telephone: (619) 282-3200
Telecopier: (619) 282-5282
[NEXT PAGE IS SIGNATURE PAGE]
~ 1-?5
-
This Agreement has been executed as of the date set forth at
the beginning hereof.
Date: THE CITY OF CHULA VISTA,
a California municipal corporation
ATTEST By
Shirley Horton, Mayor
Approved as to form by
city Attorney
Date: DEVELOPER
SOUTH BAY COMMUNITY SERVICES
a California non-profit corporation
By:
Kathryn Lembo, Executive Director
~ 'l-(p~
CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the
foregoing Agreement, (ii) be escrow agent under said Agreement, .and
(iii) be bound by said Agreement in the performance of its duties
as escrow agent; provided, however, the undersigned shall have no
obligations, liability or responsibility under (a) this Consent or
otherwise, unless and until said Agreement, fully signed by the
parties, has been delivered to the undersigned, or (b) any
amendment to said Agreement unless and until the same is accepted
by the undersigned in writing.
Dated:
By
Escrow Officer
y 1-(P]
-
This page blank.
/}- rot
LEGAL DESCRIPTION - EXHIBIT "A"
ORDER NO. 53549-24
PARCEL A-I:
That portion of Lots 5 and 6 of FAIRFIELD, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereof No.
1349, filed in the Office of the County Recorder of San Diego County,
July 15, 1911, lying Westerly of a line described as follows:
Commencing at the Northwest corner of said Lot 6; thence along the
Northerly line of said Lot 6, South 83°29' East, 212 feet; thence South
18°15' East along a line parallel with the Westerly line of said Lot, a
distance of 110.13 feet, to a point on the Southerly line of said Lot 6;
thence along said Southerly line North 83°29' West, 84 feet to the TRUE
POINT OF BEGINNING of the line herein described; thence Northerly in a
straight line to the Northwest corner of the Easterly Half of said Lot
5.
EXCEPTING THEREFROM that portion described as follows:
Commencing at a point in the Southerly line of Lot 7 of said FAIRFIELD,
14.00 feet Westerly of the Southeasterly corner of said Lot 7; thence
Northerly at right angles to said Southerly line to an intersection with
the Easterly line of said Lot 7; said intersection being the TRUE POINT
OF BEGINNING; thence continuing Northerly along last mentioned line to
the Northerly line of Lot 5; thence Westerly along said Northerly line
to the Northwesterly corner of said Lot 5; thence Southeasterly along
the Westerly lot line of said Lots 5 and 6 to the TRUE POINT OF
BEGINNING.
PARCEL A-2:
That portion of Lot 7 of FAIRFIELD, in the City of Chula Vista, County
of San Diego, State of California, according to Map thereof No. 1349,
filed in the Office of the County Recorder of San Diego County, July 15,
1911, described as follows:
Beginning at the Southeasterly corner of said Lot 7; thence Westerly
along the Southerly line of said Lot, 14.00 feet; thence Northerly at
right angles to the Southerly line of said Lot 7 to an intersection with
the Easterly line of Lot 7; thence Southerly along the Easterly line of
said Lot 7 to the Point of Beginning.
PARCEL B:
That portion of Lots 5 and 6 of FAIRFIELD, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereof No.
1349, filed in the Office of the County Recorder of San Diego County,
July 15, 1911, lying Easterly of a line described as follows:
Commencing at the Northwest corner of said Lot 6; thence along the
Northerly line of said Lot 6, South 83°29' East, 212 feet; thence South
18°15' East along a line parallel with the Westerly line of said Lot a
distance of 110.13 feet, to a point on the Southerly line of said Lot 6;
thence along said Southerly line North 83°29' West, 84 feet to the TRUE
POINT OF BEGINNING of the line herein described; thence Northerly in a
straight line to the Northwest corner of the Easterly Half of said Lot
5.
1~1o9
This page blank.
1- 7D
8
::>'c; :z:-
'"
~
~ '
:r
~ /
(BY c'
0 0
Jr' L
'"
I :~ œ
, 00
5 ¡II t1 .J (L
. /1, . ~ ~
,f'o\.-, ," I '" N
<;jJ<;-<'~ ,'" ' <;' !>,'J
<,~ " -' -" ,c "
}- . I <1',"
¡;¡ I ~~
" I . è (J) 1--
I ~; " 0
/1 @< . '" ,I ¡<)<D~
i. ¡ I ' ., \ \ ~ ~.
I~ ,u-:',-.-: ~"'
,I I .-- r
': 1 I I .f ~ I ;~
" " fÕ'>"'
I I I "~ ;;: "'-'" I
1 I <.... - {
<-1 - '" ~ ~ @~ ,V/" ~
- 1 I '" ,./ 1
~ ,~ ",I ~" ft'. I
I ~ I ü :>- I
1 '" - ~ I ,II
-, : .,1 @ó\',/'/' ,- ~ ~ æ;:;
- 'ti, I ,.;.~","( @$ I~ ¡¡¡
0< Ef 1 /" ,~" ' ^ d ",.Z1; )1
'\ ' ./ pi'" - I'
ì I ----- I'
, (/;;; ~
I,
"
,._,1 '"Wi' to\ ,ppC' ~
\,'V "
N' ~
0' ,- '
~ -J!lL --
,/ ~:~~ @
,~~ ",pI
~
)
/}/7/
This page blank.
1~'7v
05/15/1996 14: 42 5194208722 SBCS PAGE 02
TROLLEY TERRACE TOWNHOMES
Project Description
South Bay Community Services proposes to build Trolley Terrace Townhomes, an eighteen
(18) unit affordable housing development consisting of 14 three-bedroom units and 4 two-
bedroom units for very-low income families. The project will be located on the comer of Ada
Street and Industrial Boulevard In Chula Vista.
Ten units will be "townhome" style three-bedroom units with 1,050 square feel. Eight units will
be flats: four two-bedroom 800 square feet units and four three-bedroom 1,050 square feet
units. All ground floor units will be accessible for the physically challenged. The project will
have a large community room, a tot lot for children to play, spacious outdoor common areas,
and laundry facilities. Trolley Terrace Townhomes is conveniently located aceross the street
from the Palomar Trolley Station and several commercial shopping centers.
Trolley TerTllee Townhomes is being designed as a limited Equity Cooperative (Coop.). This
"Coop." will be a separate nonproflt501(c)(3) organization fonned by the residents and will be
very Involved in the day-to-day activities of the Coop. Residents will become members of the
Coop. by purchasing a "share" which will serve as their equity in the Coop. Additionally, the
fonnation of the Limited Equity Coop. will ensure that residents will be involved and eoncernad
in the welfare of their neighborhood.
Residents wj pay a monthly rent that is affordable to families earning 37% or below San
Diego County median income, which is approximately $385 for a two-bedroom unit and $420
for a three-bedroom unil. Similar two and three bedroom apartments in that neighborhood
rent for $550 and $700 respectively.
This project meets a local community need through the provision of safe, decent, affordable
housing. According to the City of Chula Vista's ConsolidateCl Plan, 91% of renters earning 31
to 50% of median income have housing problems. 87% pay more than 30% of their monthly
income for rent and 44% pay more than 50% of their monthly income for rent (Consolidated
Plan, page 111-8).
This project is being financed through a variety of funding sources, including: II Bank of
America Community Development Bank pennanent loan, II City of Chula Vista Development
Loan, a City of Chula Vista Land Purchase Loan, anCl Low Income Housing Tax Credits. The
total development cost is estimated to be $2,520,000.
1-15
-
This page blank.
1-11
Exhibit C
Grant Deed
[To Be Inserted]
M: I hoaelattorneyl trolley' . con
TO BE INSERTED IN FINAL DOCUMENT IN A FORM APPROVED BY THE CITY ATTORNEY.
,
~ 1- 75
This page blank.
1~ í¿
RESOLUTION /)'3/0
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING
NEGATIVE DECLARATION IS-93-07. ADOPTING ADDENDUM TO NEGATIVE
DECLARATION IS-93-07A AND ADOPTING ENVIRONMENTAL ASSESSMENT
AND FINDING OF NO SIGNIFICANT IMPACT FOR TROLLEY TERRACE
TOWN HOMES, APPROVING A CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS WITH SOUTH BAY COMMUNITY SERVICES WITH RESPECT TO
1.16 ACRES OF REAL PROPERTY LOCATED AT 746 AND 750 ADA STREET FOR
THE DEVELOPMENT OF AN 18 UNIT AFFORDABLE HOUSING COMPLEX,
AUTHORIZING THE MAYOR TO EXECUTE DOCUMENTS AND APPROVING A
FUNDING COMMITMENT OF $509,311 FROM THE HOME PROGRAM FUNDS TO
BE LOANED FOR SUCH DEVELOPMENT.
WHEREAS, the City of Chula Vista ("City") is in control of funds under the HOME
Investment Partnerships Program (42 U.S.C. § 12741 ~ gg,) ("HOME Program Funds"), which
program is designed to provide assistance to affordable housing projects; and
WHEREAS, the Redevelopment Agency of the City of Chula Vista ("Agency") is required
to set-aside and oversee disposition of certain tax increment funds in a Low and Moderate Income
Housing Fund ("Low/Mod Fund") for the purpose of encouraging the development of low and
moderate income affordable housing within the City; and
WHEREAS, South Bay Community Services ("SBCS") has been negotiating with the City
to develop an 18-unit affordable housing project known as Trolley Terrace Townhomes ("Project")
at 746 and 750 Ada Street ("Site") and is requesting that the City make a land loan of Three
Hundred Seventy-Two Thousand Six Hundred Dollars ($372.600) for purchase of subject property
and requesting a development loan of Five Hundred Nine Thousand Three Hundred Eleven Dollars
($509,311) for the development of an 18-unit affordable town homes development; and
WHEREAS, City staff and SBCS have negotiated certain terms for the transfer of the Site
by the City to SBCS as more specifically set forth in that certain Trolley Terrace Conveyance
Agreement and Escrow Instruction between the SBCS and the City ("City/SBCS Conveyance
Agreement"); and
WHEREAS, a market analysis of the site has indicated that the fair market value of the site
at the time of its proposed transfer to SBCS shall be approximately Four Hundred Fourteen
Thousand Dollars ($414,000); and
WHEREAS, City/Agency is negotiating with SBCS the terms of a Disposition and
Development Agreement ("DDA") pursuant to which the City/Agency would agree to provide SBCS
(or an assignee thereof approved by the City/Agency) with financial and other assistance in order
to facilitate the development of the Project; and
WHEREAS, to further assist in funding the cost of the Project, SBCS intends to file an
application for Low Income Housing Tax Credits ("LlHTCs") with the California Tax Credit
Allocation Committee ("TCAC") under §42 of the Internal Revenue Code; and
WHEREAS. SBCS proposed to fund the project through the following sources: [1] Bank
of America Community Development Bank Permanent Loan, [2] a City of Chula Vista Development
Loan of Five Hundred Nine Thousand Three Hundred Eleven Dollars ($509,311) from HOME Funds,
[3J a City of Chura Vista Land Loan of Three Hundred Seventy-Two Thousand Six Hundred Dollars
1- 77
Resolution xxxxx
Page 2
($372,600). and [4] amounts derived from other financing sources including, without limitation,
a Construction Loan and a sale of LlHTCs allocated by TCAC to the project; and
WHEREAS, the deadline for submission of the TCAC application is May 28, 1996; and
WHEREAS, various actions required by the City and Agency procedures and State law in
order to permit the transfer of the Site to sacs and the development of the Project on the Site.
including but not limited to, negotiation and approval of the DDA, will not be completed by May
28, 1996; and
WHEREAS. among the requirements of the TCAC application are: [1] evidence of financing
commitment by any local public agency. including the amounts and sources thereof; and [2]
evidence of site control or its equivalent where it is impossible to complete the transfer of the Site
proper to the application deadline; and
WHEREAS. the purpose of this Resolution is to comply with such TCAC application
requirements by providing sacs with documentation evidencing: [1] the City/Agency commitment
to provide partial financing for the Project from a Land Loan, HOME Program Funds, and [2] Site
control by sacs and/or a limited partnership of which sacs is a general partner; and
WHEREAS, on May 21. 1996 the City Council and the Agency held a public meeting on
the matter of this Resolution at which meeting the City Council considered the staff report, the
proposed form of TCAC application to be submitted by sacs to TCAC in connection with the
Project, and all other information and evidence presented; and
WHEREAS, a Negative Declaration was prepared for the Trolley Terrace Townhomes
Project in full compliance with CEQA which contemplated construction of 12 attached residential
units and a daycare facility that would serve 100 children. The revisions to the plan include
construction of 18 attached residential dwelling units at the same density as previously proposed
and reduction in the size of the daycare facility to serve a maximum of 75 children. These
changes would not result in any new significant environmental impacts beyond those contemplated
in the previous Negative Declaration; and
WHEREAS. no substantial changes with respect to the circumstances with which the
project is undertaken would occur with the proposed changes. Additionally. no new mitigation
measures or project alternatives exist at this time that would be considered significantly different
from those analyzed in the previous Negative Declaration; and
WHEREAS. staff has prepared Negative Declaration IS-93-07 and Addendum IS-93-07A
with respect to the Project and the City Council has considered any and all comments received
during the public review process, and has found, in their independent judgment, that such Negative
Declaration Addendum have been prepared in full compliance with CEQA and the Guidelines
promulgated thereunder; and
WHEREAS, the proposed use of HOME Program Funds requires compliance with the
National Environmental Policy Act (NEPA) and staff has commenced the compliance process by
filing required notices and preparing the required Environmental Assessment document and has
issued a notice of finding of no significant impact.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CHULA VISTA does hereby find,
order, determine and resolve as follows: 1 ~7f
Resolution xxxxx
Page 3
1. Recitals True and Correct.
The City finds and determines the recitals set forth above are true and correct to the
best of its knowledge.
2. Adoption of Neaative Declaration Addendum to Neaative Declaration. Environmental
Assessment and Findina of no Sianificant Impact.
The City adopts Negative Declaration IS-93-07, Addendum IS-93-07 A thereto, and the
NEPA Environmental Assessment and finding of no significant impact.
3. Citv Contribution to the Proiect.
The City hereby: [1] approves a funding commitment of Five Hundred Nine Thousand
Three Hundred Eleven Dollars ($509,311) of HOME Program Funds to be loaned to SBCS
at below market rates; and [b] agrees to provide a Purchase Loan of Three Hundred
Seventy-Two Thousand Six Hundred Dollars ($372,600) to acquire the Site for the
development of the Project on the terms and conditions set forth in the City/SBCS
Conveyance Agreement for the development of the Project.
4. Approval of Citv/SBCS Conveyance Aareement.
The City: [a] approves the City/SBCS Conveyance Agreement in substantially the form
presented, with such minor modifications as may be required or approved by the City
Attorney; and [b] authorizes the Mayor to execute same, the final form of such Agreement
to be kept on file with the Office of the City Clerk as Document Number COxx-xx-xxx.
5. Conditions to City Commitment.
The City commitments set forth above are each conditioned upon and subject to: [a]
the subsequent approval by the City Council of the DDA and related loan documents in
accordance with applicable laws and existing City policies; and [b] TCAC's approval of the
tax credit application which was presented to the City in connection herewith, and its
allocation to the Project of the LlHTC requested thereby.
6. Directions to Staff.
City staff is hereby authorized and directed to take any appropriate action consistent
with the purposes of this Resolution including negotiation of a final DDA and presentation
thereof to the City for its approval.
PRESENTED BY: APPROVED AS TO FORM BY:
Ck. ç~/ ~&
Chris Salomone
Community Development Director ney
[M:lhomelcommdevlalicia-hISBCS-l.RES] 1- 77
This page blank.
1-JÚ
AGENCY RESOLUTION ¡1fS'
COUNCIL RESOLUTION /1.3../ }
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA AND THE CITY COUNCIL OF THE CITY OF CHULA VISTA
APPROPRIATING $643,000 OF HOME FUNDS AND DEPOSITING THOSE FUNDS IN
THE AGENCY'S LOW /MODERATE INCOME HOUSING FUND AS REPAYMENT FOR
FUNDS PREVIOUSLY ADVANCED FOR PURCHASE OF PROPERTY LOCATED AT
746-750 ADA STREET
WHEREAS,the City of Chula Vista ("City") is in control of funds under the Home Investment
Partnerships Program (42 U.S.c. § 12741 et seq.) ("Home Program funds"), which program is designed
to provide assistance to affordable housing projects; and,
WHEREAS,the Redevelopment Agency of the City of Chula Vista (" Agency") is required to
set-aside and oversee disposition of certain tax increment funds in a Low and Moderate Income Housing
Fund ("Low/Mod Fund") for the purpose of encouraging the development of low and moderate income
affordable housing within the City; and,
WHEREAS,on July 19, 1994, Council appropriated Home Program funds for the purchase of
real property located at 746 and 750 Ada Street for Redevelopment of affordable housing; and,
WHEREAS, it was determined that Home Program funds could not be obligated to buy the
property until the project was in a more advanced stage and that Low and Moderate Income Housing funds
were temporarily needed to close escrow in a timely manner and that in the future, as the project
progressed to a more deemed stage, that Home funds would be used to reimburse the Low and Moderate
Housing funds; and,
WHEREAS, on September 20, 1994, the Agency authorized staff to purchase said real property
and appropriated $643,000 from the Low and Moderate Income Housing Fund.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CHULA VISTA does
hereby find, order, determine and resolve as follows:
1. Six hundred forty-three thousand dollars ($643,000) is hereby appropriated from the FY
1994-95 and the FY 1995-96 Home funds account to reimburse the Agency for monies previously advanced
for the purchase of 746 and 750 Ada Street property.
NOW THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA does hereby find, order, determine and resolve as follows:
1. Six hundred forty three thousand ($643,000) of Home funds is hereby accepted and
deposited in the Agency's Low and Moderate Income Housing Fund as repayment for funds previously
advanced for purchase of the 746 and 750 Ada Street property.
PRESENTED BY: APPROVED AS TO FORM BY:
Œk ~~
Chris Salomone
Community Development Director 1~f!(
This page blank.
1---1;2/
MEMORANDUM
May 21, 1996
TO: Honorable Mayor and City Council
VIA: John D. Goss, City Managerl !ßt
FROM: David Gustafson, Assistant ommunity Development Director
SUBJECT: Item #8 on Joint Council/Agency Agenda
The attached language represents the most current version of the staff effort to achieve
compromise with Rancho del Rey regarding the Affordable Housing Agreement provision that
places a cap on the number of dwelling units that can be mapped before significant progress
in the delivery of the required affordable units. Rancho del Rey has not agreed to this
language.
If the Council wishes to retain the unit cap in the Housing Cooperation Agreement, it is staff's
recommendation that this language be added to Section 2 of the Agreement.
Pending a decision by the California Tax Credit Allocation
Committee ("TCAC") to award a preliminary allocation of the low
income housing tax credits (ILIHTCs") necessary for the development
of the Proposed Project ey Au~uat 15, 1996, City staff shall ~
ita rcasel'laele ecat efforts te explore alternative projects or
mechanisms which would result in RDR's satisfaction of its SPA III
Affordable Housing obligation. In the event that TCAC provides a
preliminarv allocation of the LIHTCs necessarv for the development
of the Proposed Proiect. provided that RDR has complied with and
continues to complv with anv and all of its obliqations under the
Convevance Aqreement. the Assiqnment Aqreement and the Second
Amended and Restated Low Income Housinq Aqreement between RDR and
Cordova. the provisions of this Aqreement which limit RDR's abilitv
to record final maps for residential units within SPA III until the
SPA III Affordable Housinq Obliqation is satisfied shall be
suspended. In the event that TCAC fails to provide a preliminary
allocation of the LIHTCs necessary for the development of the
Proposed Project by August 15, 1996, then (a) City staff shall
promptly meet and confer with RDR to determine the viability of
alternative projects or mechanisms ("project Alternatives") to
satisfy the SPA III Affordable Housing Obligation, and (b)
regardless of whether or not any such Project Alternatives can be
identified which can be immediately implemented by no later than
the first scheduled City Council meeting in September, City staff
shall present for City Council consideration (i) any and all
Project Alternative(s) which have been identified, and (ii) RDR's
request for the deletion from this Agreement of the provisions
which limit RDR's ability to record final maps for residential
units within SPA III until the SPA III Affordable Housing
Obligation is satisfied.
rdr-aff.ins
-
JOINT REDEVELOPMENT AGENCY/CITY COUNCIL AGENDA STATEMENT
Item f IL ' ,.v-
Meeting Date 5-21-96
ITEM TITLE: RESOLUTION /tlff
A. Agency Approving Ratification of a $378,280
Commitment from the Low and Moderate Income Housing Fund for an
Affordable Housing Project Proposed to be Developed in Rancho del
Rey SPA III.
B. Agency RESOLUTION /5 (Jt) Approving a Commitment for $100,000 from
the Low\Moderate Income Housing Funds for the development of an
Affordable Housing Project Proposed to be developed in Rancho del Rey
SPA III.
C. Council RESOLUTION / !J / ~pprOVing Ratification of a Land Donation
and a $160,000 Commitment from HOME Program Funds for an
Affordable Housing Project Proposed to be Developed in Rancho del Rey
SPA III.
D. Council RESOLUTION ! tj J) Approving (1) an Amended and Restated
Conveyance Agreement and Escrow Instructions with Rancho del Rey
Investors; (2) an Amended and Restated Assignment of Conveyance
Agreement and Escrow Instruction with Cordova Ventures and (3) An
Amended and Restated Low Income Housing Agreement between Rancho
del Rey Investors and Cordova Ventures all with respect to 2.97 acres of
property within SPA III proposed for development into a 40 unit low income
housing complex and (4) authorizing the Mayor to execute the Amended and
Restated Conveyance Agreement and Escrow Instructions and the Amended
and Restated Assignment of Conveyance Agreement and Escrow
Instructions.
E. Council RESOLUTION! 131 r Approving an Amended and Restated
Affordable Housing Agreement with Rancho del Rey Investors, LP.
SUBMITTED BY: Community ~evelopment Director C -~ .
REVIEWED BY: City Manager(;~~
(4/Sths Vote: Yes ~ for Item B only
¡,r No x. for Items A, C, D, &E )
Council Referral Number: ~
I
&-1
-
BACKGROUND:
On March 7, 1995 Rancho del Rey entered into an Affordable Housing Agreement with the City
to satisfy their affordable housing requirement for Rancho del Rey SPA III as mandated by the
City's Housing Element. The Agreement identified as one possible method to satisfy the SPA
III housing obligation the potential development of a 40 unit affordable apartment complex,
Cordova, by a joint venture development team consisting of Sares-Regis as the for profit
developer/contractor, Orange Housing Development Corporation (non-profit) and South Bay
Community Services (non-profit). Associated agreements were also approved by the Council and
the Agency with Rancho del Rey and with Orange Housing Development Corporation. The joint
venture applied for State and Federal Affordable Housing tax credits in July, 1995 and again in
December 1995, as their primary equity source, but were unsuccessful both times in obtaining tax
credit awards because both award processes were extremely competitive.
It is being proposed to reapply for the next tax credit round, which is due by May 28, 1996, with
a few modifications that will make the application more competitive. This requires the joint
venture team to extend the perfonnance dates in the various agreements by amendment, have
Council approve and commit an additional $100,000 from the Low and Moderate Income Fund
as enhancement, and specify the loan tenus in the agreements.
The inability of the Cordova project to date to receive a tax credit award necessitates both the
enhancement of the local subsidy level for the project and reconsideration of the ability of Rancho
del Rey to perfonn according to the affordable housing delivery schedule in the Affordable
Housing Agreement. Staff and Rancho del Rey have successfully negotiated a recommended
approach to enhance the local subsidy for Cordova. However, staff and Rancho del Rey are in
disagreement on the solution to the problem of the affordable housing delivery schedule.
Rancho del Rey feels they should be totally relieved of the City-required cap on market-rate unit
approval until the affordable units are delivered. McMillin's inability to produce the affordable
housing has been beyond their control. Now they are unwilling to participate in the proposed
Cordova project resubmittal unless they are relieved of this City mandated cap.
Staff recommends keeping the cap on market rate units in place at this time and revisiting the issue
once we learn if the tax credit application succeeds in this round. We will know if tax credits are
awarded by mid-August 1996. Staff feels the application is more competitive this time and does
not want to let go of City leverage at this time to ensure the affordable housing units are built.
Unfortunately Rancho del Rey and Staff have not been able to reach an agreement on the solution
to the problem of the affordable housing delivery schedule. Thus, Council is asked to make a
policy decision on this matter. Both sides to the argument are presented in more detail below.
The action before the Council and the Agency is to approve the amended and restated Affordable
Housing Agreement which addresses the affordable housing delivery schedule, to approve a
commitment of $100,000 of Low and Moderate Income Housing Funds so that the Cordova
project can be more competitive in the next round of the tax credit awards and to approve
2
3-)
-
amended documents for the Cordova project. All the conditions of the previously approved
agreements dealing with McMillin and Orange Housing Development Corporation remain valid
and are not proposed to be changed, except as to performance dates.
RECOMMENDATION:
That the Agency adopt the resolutions:
1. Ratitying a $378,280 commitment from Low and Moderate Income Housing Fund.
2. Commit an additional $100,000 from Low and Moderate Income Housing Fund for
the Cordova development.
That the Council adopt the resolutions:
1. Ratifying land donation and a $160,000 commitment of in HOME funds for the
Cordova project.
2. Approving Amended and Restated Conveyance Agreement and Escrow Instructions
with Rancho del Rey Investors;
3. Approving Amended and Restated Assignment of Conveyance Agreement and
Escrow Instruction with Cordova Ventures;
4. Approving Amended and Restated Low Income Housing Agreement between
Rancho del Rey Investors and Cordova Ventures;
5. Authorizing Mayor to execute appropriate documents; and,
6. Approving Amended and Restated Rancho del Rey SPA III Affordable Housing
Agreement, upon resolution of certain provisions. Staff recommends that the
Council revisit the cap issue in September after we find out if tax credits were
awarded to the Cordova project and to pursue alternative projects to replace
Cordova in the case tax credits are not awarded.
BOARDS/COMMISSIONS RECOMMENDATION:
At the Housing Advisory Commission meeting of February 22, 1995, the Commission voted
unanimously to support the proposed Cordova project.
DISCUSSION:
This report will discuss the following: Rancho del Rey's Affordable Housing Obligation,
Description of the Cordova Project, Rancho del Rey's Position, City Staff's Position, and
Neighborhood Concerns.
3
'6-3
Rancho del Rey's Affordable Honsing Obligation
The City's State-mandated Housing Element requires affordable housing development to be
distributed throughout the City's jurisdiction. The City's strategy to implement this mandate, the
"Affordable Housing Program," is to require ten percent of any new subdivision in excess of fifty
units to be made affordable for low and moderate income families (5% low and 5% moderate) and
to balance affordable housing development throughout the City.
Rancho del Rey must provide for 23 affordable housing units to be built in SPA III to satisfy their
low-income unit requirement. However, McMillin is exceeding this requirement by proposing
to build 40 affordable housing units to achieve the necessary project size for tax credit success.
Thus, McMillin will accumulate 17 Affordable Housing Credits that can be sold to other
developments.
As is the intent of the Housing Element, the affordable housing units must be generally delivered
proportionally to the delivery of market rate homes. The SPA III Affordable Housing Agreement
with Rancho del Rey requires the delivery of the 23 affordable housing units at or before the point
of issuance of 552 building permits for SPA III. The intent of this provision is to ensure that
affordable units in SPA III be developed at roughly the same rate as market-rate units, and that
the City avoid having to negotiate with the developer for affordable units when options and
leverage have dwindled as the SPA is built out.
However, Rancho del Rey has reached the maximum limit of development allowed without
developing any affordable housing units. When the City and Rancho del Rey entered into the
Affordable Housing Agreement, it was all parties' reasonable expectation that Cordova would be
approved before the threshold was met. The current situation necessitates that an agreement be
made that could allow McMillin to proceed with SPA III development while providing the City
with assurance of performance of the affordable housing obligation.
Description of Cordova Project
The provision of affordable housing units within a larger market-rate housing development, as
McMillin Companies is proposing, is a high priority in the City's Housing Element and
Comprehensive Affordable Housing Strategy. This project is an ideal way to accomplish the
remaining affordable housing requirement in Rancho del Rey.
The joint venture proposes to build 40 affordable family units in SPA III south of J Street (site
map attached as Exhibit A). Rents will be affordable to families at or below 40% of the median
income. Affordability covenants would be in place for a minimum of 55 years.
In 1992, to complete the low income housing obligation for SPA I and II, McMillin gave
$100,000 to the Agency to be used for affordable housing anywhere in the City's jurisdiction.
There is now an opportunity to use it in Rancho del Rey; to enhance the Cordova tax credit
application, staff proposes to contribute it to Cordova with the requirement that McMillin
reimburse it back to the Agency through increasing the City's share of the proceeds of the sale of
4
'if-if
the Affordable Housing Credits by that $100,000 amount.
The Agency was already to receive the first $8,100 per sale of each Affordable Housing Credit
($137,700 total). With the $100,000 enhancement, the payment to the City from the sale of
credits would increase to $14,000 each. (This is the $100,000 divided by 17 units equalling
$5,882 plus the $8,100 previously committed to, which is rounded to $14,000) Given $14,000
is far below the current estimated value of $30,000 per credit, the Agency has a very good chance
to recoup the funds from this enhanced share of the credit proceeds. The first money out of the
credit sale must be paid to the Agency.
In addition to the proposed increased City contribution, the Tax Equity Investors, Edison
Financial, have committed to increasing their syndication commitment from 62 cents to 65 cents,
amounting to an additional $142,000. This high rate is unprecedented in a tax credit project.
The dates need to be extended as follows: the last date preliminary allocation needs to have
occurred for the Low Income Housing Tax Credits is August 15, 1996; the last date for
execution of the DDA to be October 15, 1996, subject to a one month extension to November
15, 1996 if all parties have been attempting in good faith to finalize the DDA; and the last date
for the escrow to be closed is December 31, 1996. Redline versions of these agreements are
attached as Exhibit B, C, and D.
Rancho del Rey's Position
Attached is a copy of the letter from McMillin describing their position as Exhibit E.
Rancho del Rey is requesting the elimination of the requirement that Rancho del Rey's remaining
affordable housing obligation be satisfied before subdivision maps for dwelling units in excess of
552 can be approved. They will be in the position to record their three final maps in
September\October 1996 and do not feel the approval of these maps should risk postponement
because of a possibility the tax credits for Cordova will not being granted. Thm McMil1in h~s
stated that they wil1 not particip~te in the next rollnd of tax credit appJications for the f'.ordova
project if the threshold for the affordahle hollsing ohligation is not removed They believe their
$805,000 deed of trust on the parcel intended for the low income housing project offers enough
security to the City in lieu of this mandated threshold. Rancho del Rey bases their arguments on
the assertions that all three fmal maps must be approved within the same time frame and that they
cannot get financing with an affordable housing encumbrance in place.
Rancho del Rey has offered alternatives to the threshold requirement. First, they are willing to
deed the land to the City or give the City a lien on the property for $805,000. Second, they
would pay an in lieu fee of $35,000 per unit instead.
See Exhibit F for Rancho del Rey' s red line version of the Affordable Housing Agreement, which
removes the 552 unit cap and credits the City back $100,000 on Affordable Housing Credit sales.
5
71--5
Staff's Position
Staff acknowledges the good faith effort Rancho del Rey has given toward fulfilling their
affordable housing development requirement. Staff does not want to impede nor delay their
desired development. However, the Housing Element Affordable Housing Plan requires
developers to deliver the affordable units with assistance from the City as reasonable. Staff is not
comfortable totally giving up the City's leverage, which is the cap on market-rate units. Staff
believes it is far better to keep Rancho del Rey engaged as the party that is obligated to deliver.
It is very important in accomplishing such projects that the developer fully participates in
structuring a project deal and in assuring the emerging community that they are requiring a
compatible quality project.
Staff has a three-tiered approach to this problem of the delivery schedule. First, staff believes
the enhancements to the Cordova tax credit application will succeed in securing an award of tax
credits needed to develop the project. These enhancements are the best means of securing an
affordable housing project on this site at tlús time and, if successful, the development process can
start in August 1996, before Rancho del Rey records their final maps for more market rate
development.
Secondly, staff recommends that the Affordable Housing Agreement be formally revisited by the
Council in September. At that point we will know if Cordova has gotten tax credits. Then
Council could consider the appropriateness of lifting the cap, but staff feels it is too early to do
so now.
Thirdly, staff is also looking at alternatives to replace Cordova with another affordable housing
project, but only in the case that tax credits are not awarded. Staff is committed to working
diligently with the developer to find an appropriate and feasible means to fulfill their affordable
housing obligation. Defening the cap issue until September will allow staff and Rancho del Rey
to work diligently together to explore project alternatives.
Typically staff has recommended and Council has approved incrementally extending the cap
in circumstances where the developer has shown a good faith effort, yet been unable to fulfill their
affordable housing obligation according to a previously agreed delivery schedule. However,
Rancho del Rey has advised the staff that this method is not practical, because they are near the
end of the project and the development schedule requires them to record the final maps this fall.
Rancho del Rey' s offer to give the City the land or an in lieu fee does not guarantee that
affordable housing units can actually be built. Nor does it assure the ability to address the need
to balance affordable housing development between the east and west sides of the City. The
Housing Element Affordable Housing Plan was put into place to ensure these needs are addressed.
Staff is also concerned about establishing a precedent if we remove the cap. We must treat all
developers equally, and if we relieve the affordable housing obligation threshold completely for
Rancho del Rey, then other developers may come to expect the same treatment.
6
CZ5~io
The revisitation of the cap issue in September would be accomplished by insertion of the following
language in Section 2 of the Amended and Restated Affordable Housing Agreement:
"Pending a decision by the California Tax Credit Allocation Committee ("TCAC")
to award a preliminary allocation of the low income housing tax credits ("LIHTCs")
necessary for the development of the Proposed Project by August 15, 1996, City
staff shall use its reasonable best efforts to explore alternative projects or
mechanisms which would result in Rancho del Rey's satisfaction of its SPA III
Affordable Housing Obligation. In the event that TCAC fails to provide a
preliminary allocation of the LIHTCs necessary for the development of the Proposed
Project by August 15, 1996, then (a) City staff shall meet and confer with Rancho
del Rey to detennine the viability of alternative projects or mechanisms ("Project
Alternatives") to satisfy the SPA III Affordable Housing Obligation, and
(b) regardless of whether or not any such Project Alternatives can be identified
which can be immediately implemented, by no later than the first scheduled City
Council meeting in September, City staff shall present for City Council consideration
(i) any and all Project Alternative(s) which have been identified, and (ii) Rancho
del Rey' s request for the deletion from this Agreement of the provisions which limit
Rancho del Rey's ability to record final maps for residential units within SPA III
until the SPA III Affordable Housing Obligation is satisfied."
Neighborhood Concerns
On November 9, 1995, City staff held a meeting with residents who live in proximity to the
proposed site. The residents expressed concerns regarding the proposed development related to
its potential impact on property values, compatibility with the neighborhood, quality of
construction and concerns over land use changes. Also a public hearing was held before Council
on December 12, 1995 where some of these same concerns were revisited. Staff has made a
concerted effort to respond to all concerns raised and has assured the residents that they would
have an opportunity to review and comment on the proposed project design since the site plan and
the architectural design will be subject to noticed public hearing. This of course will only take
place if the developers are successful in securing the necessary financing.
Staff has assured the residents that they would be kept infonned on all developments pertaining
to the proposed project. Accordingly, a notice was sent to all property owners within 1000 feet
of the proposed project and all attendees of the November 9 neighborhood forum regarding this
item and Council meeting.
7
75-7
-
F1SCAL IMPACT: The proposed amendments to the Affordable Housing Agreements will
increase the Agency and City's conditional commitment to fund the proposed housing project by
$100,000. These dollars will be repaid to the City through the sale of McMillin's Affordable
Housing Credits. It is highly unlikely the market for such credits will disappear or dramatically
deflate resulting in the City not receiving this money back.
These actions would brings the total City investment to $478,000 of Low and Moderate Income
Funds and $160,000 of HOME funds. In addition to recapturing the $100,000 of Low and
Moderate Income Funds described above, the City will also recapture $3,000 per housing unit
sold.
[SS\A,WP60\Cmdova\Al13]
8
~-8
-
è]~ I -
çs~... ~ c> I -
fi ....o.~. :~
...~.~(}\ 0;0 '0 . ':0.....0:\
"../'o'.~OO .:;;::
'. . .' \
'.~'~':,.ff/~ \
\
1
\
1
..,
>c
::c
.....
~
6-C) -I
]00
This page blank.
73-10
EXHIBIT B
MARKED TO SHOW CHANGES FROM PRIOR AGREEMENT
Deletions appear as struck-through text surrounded by H.
Additions appaar as double underlined text.
Redlining provided as convenience only with no warranty as to accuracy.
RANCHO DEL REY SPA-III
SECOND AMENDED AND RESTATED
CONVEYANCE AGREEMENT AND
ESCROW INSTRUCTIONS
RANCHO DEL REY INVESTORS, loP.,
a California limited partnership
"RDR"
THE CITY OF CHULA VISTA,
a California municipal corporation
"CITY"
RORlChu'. v;.,.
5/16/96 - redline 3~ 1/
-
TABLE OF CONTENTS
PAGE
ARTICLE 1 Recitals ....................................... 1
ARTICLE 2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 3 Conveyance of the Property .. ..... ......................4
ARTICLE 4 Conditions Precedent .................................. 4
ARTICLE 5 Improvements by RDR ................................. 5
ARTICLE 6 City's Deliveries to Escrow Holder and RDR """"""""" 5
ARTICLE 7 RDR'sDeliveriestoEscrowHolder .........................6
ARTICLE 8 Condition of Title .................................... 6
ARTICLE 9 Prorations. Fees, Costs and Reimbursements. . . . . . . . . . . . . . . . .. 7
ARTICLE 10 Distribution of Funds and Documents. . . . . . . . . . . . . . . . . . . . . .. 8
ARTICLE 11 Close of Escrow or Termination of Agreement. . . . . . . . . . . . . . . .. 8
ARTICLE 12 Escrow Holder's General Provisions ....................... 10
ARTICLE 13 "Asls"Conveyance.................................. 10
ARTICLE 14 Hazardous Materials ................................. 11
ARTICLE 15 Assignment ...................................... 12
ARTICLE 16 General Provisions ...................................13
EXHIBITS
"A" Property Description
"8" Grant Deed
"C" RDR's Improvements
"D" Notice of Declaration of Annexation
"E" Escrow Holder's General Provisions
RORIChul. Vi".
5/16/96 - redline 'õ ~ I;)..
SECOND AMENDED AND RESTATED
CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS
THIS ~ AMENDED AND RESTATED CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS ("Agreement") is entered into as of [DoOOFR8er e, 1 9ge] Mav 22. 1996
between RANCHO DEL REY INVESTORS, L.P.. a California limited partnership ("RDR"), and
THE CITY OF CHULA VISTA, a California municipal corporation, ("City") and completely
supersedes the Conveyance Agreement and Escrow Instructions entered into as of fMafeR
+f December 5, 1995 between RDR and City. This Agreement constitutes (i) a contract of
conveyance, and (ii) escrow instructions to FIRST AMERICAN TITLE INSURANCE COMPANY
("Escrow Holder"), whose consent appears at the end of this Agreement.
ARTICLE 1
Recitals
1.1 The Property. RDR owns that certain real property in the City of Chula Vista.
County of San Diego, State of California, more particularly described on Exhibit "An attached
(the "Property"). The Property is part of the master planned community known as "Rancho
del Rey."
1.2 The SPA III Affordable Housing Obligation. Pursuanttothat certain "Agreement
Concerning Rancho del Rey and Low-Moderate Income Housing" dated August 7.1990, RDR,
as successor in interest to Rancho del Rey Partnership, is obligated to provide 23 low income
housing units in connection with its development of SPA III of Rancho del Rey (the "SPA III
Affordable Housing Obligation"). RDR desires to grant the Property to City, and City agrees
to receive the grant of the Property, in full satisfaction of the SPA III Affordable Housing
Obligation, subject to and in accordance with the terms of this Agreement.
1.3 SPA III Affordable Housing Agreement. RDR and City entered into that certain
Amended and Restated Rancho del Rey SPA III Affordable Housing Agreement dated as of
[MareR 7, 1 9ge ana a 3 3ra...eå by City Rosel~tieA Ne. 17829] Mav 22 1996 (the "SPA III
Affordable Housing Agreement"), which describes certain options for and other matters relating
to the satisfaction of the SPA III Affordable Housing Obligation, including the transactions
contemplated by this Agreement.
1.4 Cordova Ventures. Cordova is a California joint venture comprised of Orange
Housing Development Corporation, a California 501 (c)(3) non-profit corporation ("OHDC"),
and South Bay Community Services, a California 501 (c)(3) non-profit corporation ("SBCS"),
and Sa res-Regis Group, a general partnership. The charter of OHDC is to develop, own and
operate multi-family residential projects providing affordable housing to low income persons,
and in fulfillment of that charter has considerable experience in the development. ownership
and operation of such facilities. sacs provides general social services.
1.5 The Proposed Project. Cordova (or a limited partnership in which OHDC and
sacs are general partners) intends to acquire the Property for the purposes of improving it
RORIChul. Vist.
5/16/96 - redline 1
2~ 13
-
with a multi-family residential project consisting of forty units and providing affordable housing
for low income persons (the "Proposed Project").
1.6 Assignment Agreement. Concurrently herewith, City and Cordova have entered
into that certain ~Amended and Restated Assignment of Conveyance Agreement and
Escrow Instructions ("Assignment Agreement") pursuant to which City agrees to assign to
Cordova, and Cordova agrees to assume from City. City's rights and obligations under this
Agreement, subject to and in accordance with the terms of the Assignment Agreement.
1.7 Housing Agreement. RDR and Cordova have or will enter into faflf a Second
Amended and Restated Low Income Housing Agreement (the "Housing Agreement") pursuant
to which. among other things, RDR and Cordova agree as to their respective obligations with
respect to the Property.
1.8 Disposition and Development Agreement. City and Cordova intend to enter
into a Disposition and Development Agreement and the Redevelopment Agency of the City
of Chula Vista intends to make a loan to Cordova for the development of the Property with
the Proposed Project.
ARTICLE 2
Definitions
Unless the context otherwise indicates. the following shall have the meanings as set
forth in this Article:
2.1 "Acceptance Date" means the date of signature of City or RDR, whichever is
the last to sign this Agreement.
2.2 "Agency" means the Redevelopment Agency of the City of Chula Vista.
2.3 "Agency Loan Agreement" means a loan agreement by which the Agency agrees
to loan funds to Cordova for the Proposed Project.
2.4 "Appraised Value of the Property" means $960,000.00, as established by that
certain appraisal by D.F. Davis Real Estate, Inc., MAl, dated March 3, 1995.
2.5 "Assignment Agreement" means the agreement described in Section 1.6.
2.6 "Cash" means (i) currency, (ii) if acceptable to Escrow Holder, a check or checks
currently dated, payable to Escrow Holder or order and honored upon presentation for payment.
or (iii) funds wire-transferred or otherwise deposited into Escrow Holder's account at Escrow
Holder's direction.
2.7 "Closing Date" means the date scheduled for Close of Escrow, and unless
otherwise agreed to in writing by RDR and City or as otherwise set forth herein, the Closing
Date shall be [6e 3tÐA18er 15] December 31. 1996.
RORlChu!. VI".
5/16/96 . redline 2
3~ I Y
2.8 "Close of Escrow" means the date the RDR's Grant Deed (a copy of which is
attached as Exhibit "8" hereto) and other documents are filed for record.
2.9 "City" means the City of Chula Vista.
2.10 "County" means the County of San Diego, State of California.
2.11 "Disposition and Development Agreement" means the agreement between City
and Cordova described in Section 1.8.
2.12 "Escrow Holder" means FIRST AMERICAN TITLE INSURANCE COMPANY, whose
address is 411 Ivy Street, San Diego, California 92101.
2.13 "General and special real estate taxes" means all charges evidenced by the
secured tax bill issued by the Tax Collector of the County, including, but not limited to, amounts
allocated to (i) County or City general governmental purposes. (ii) bonded indebtedness of
the County or City, (iii) bonded or other indebtedness and operating expenses of any school,
college, sewer, water. irrigation. hospital. library, utility. county service. community facilities
district or other district. and (iv) any other lawful purpose.
2.14 "Housing Agreement" means the agreement described in Section 1.7.
2.15 "Opening of Escrow" means the date of. and act of. Escrow Holder signing
the "Consent of Escrow Holder" attached to this Agreement.
2.16 "New Parcel Map" means Parcel Map 17675. filed in the Office of the Countv
Recorder of the Countv of San Dieao California. as File No.1 996-0143111 on March 22.
1996. the new parcel map which [.^ ill Be 3reeesseå, a 3 3ravaå aAå] ~recorded to subdivide
the Property from the remainder of Lot 10 of Map 13176. [lJ 3aA the reearåiA! af the Ne'",
Pareel Map, the Aen le! al deseri!niaA af the Preßert, as establisheå B, the New Pareel Maß
will re 3laee the le§al e!eseription on E)(hil3it "A" attasAee! for all purpeses. The mESst 3reperty
lines ef tAB Preperty as sAa~.n on the New Pareel Map ffiay .ar( sli( Atly fraffi tAese sAa~'.A
an E)(hiBit "A"; but AeitAer any sueh variatieAs nor any easeffieAts aeaieateå ar ether matters
sha'....n aA tAe NeN Pareel Ma 3 sAall ffiaterially iffi 3air Ceraeva's a8ili~ te aevela 3 !Ae Pra 3aseå
PrejeeH
2.17 "Phase I Investigation" means the Preliminary Site Assessment for RDR SPA III
prepared by Geocon, Inc., June 1989, File No. D-4228-R02; the Preliminary Site Assessment
with Limited Soil Sampling and Laboratory Testing for RDR SPA III prepared by Geocon, Inc.,
February 1991. File No. 08267-06-01 with addendum letter dated March 15, 1991; and the
Report of Phase 1 Environmental Site Assessment. prepared by Law-Crandall, Inc., dated
September 9, 1994, Portions of Rancho del Rey SPAs II and III. northeast of Rancho del Rey
Parkway and south of East "H" Street. Chula Vista, California.
2.18 "Proposed Project" means the project described in Section 1.5.
2.19 "SPA III Affordable Housing Agreement" means the agreement between RDR
and City described in Section 1.3.
RORlChu'. V;6t.
5/16/96 - redline 3
1)-15
-
2.20 "Title Insurer" means FIRST AMERICAN TITLE INSURANCE COMPANY, with
offices at 411 Ivy Street, San Diego, California 92101.
2.21 "Trip Deferral Agreement" means that certain Trip Deferral Agreement between
City and Rancho del Rey Partnership dated as of June 22. 1993 and recorded as Recorder's
Document No. 1993-0487691.
ARTICLE 3
Conveyance of the Property
3.1 Conveyance of the Property. RDR agrees to grant the Property to City, and
City agrees to accept the grant of the Property. on the terms of this Agreement.
3.2 Consideration for Property. RDR and City agree that the fair market value of
the Property is the Appraised Value. As consideration for receiving title to the Property, and
in lieu of City paying RDR cash for the Property in the amount of the Appraised Value. City
agrees:
(a) that upon transfer of title to the Property subject to the terms and
conditions of the SPA III Affordable Housing Agreement. RDR shall have satisfied in full the
SPA III Affordable Housing Obligation; and
(b) RDR shall receive credit for the excess contribution made pursuant this
Agreement in the form of Low Income Housing Credits according to the terms and conditions
of the SPA III Affordable Housing Agreement.
ARTICLE 4
Conditions Precedent
4.1 Conditions Precedent. This Agreement, the consummation of the transaction
herein contemplated, the respective rights and obligations of the parties hereto. and the Close
of Escrow are subject to and contingent upon the good faith satisfaction and completion of
each of the following conditions precedent which are deemed to be for the mutual benefit
of the parties, or the written waiver thereof by the parties. which are more particularly set
forth below. The time for the approval and satisfaction of each of the conditions precedent
are specified in the paragraphs below.
(a) Disposition and Development Agreement. City and Cordova shall have
entered into a Disposition and Development Agreement by ~ October 15, 1996 (or
ISeJ'lteFfll3erl November 15, 1996 if RDR consents to the extension, which consent shall be
granted if Cordova is diligently proceeding with negotiation of the DDA), relating to the
development of the Property with the Proposed Project, and all conditions in the Disposition
and Development Agreement have been satisfied.
(b) Agency Loan Agreement. Agency and Cordova shall have entered into
the Agency Loan Agreement by [.'\¡,¡!:!ust 16.1 October 15. 1996 (or [Sel:JteFfll3er 16]
November 15, 1996 if RDR consents to the extension, which consent shall be granted if
RORiChul. V;.t.
5/16/96 - redline 4
ZJ -Ib
-
Cordova is diligently proceeding with negotiation of the DDA), for the loan from Agency to
Cordova for the Proposed Project in an amount not less than the amount approved by Agency
and City pursuant to duly adopted resolutions on [Maroh 7. 1 9ge] Mav 21 , 1996.
(c) Tax Credits. Cordova shall have received a preliminary allocation of low
income housing tax credits from the California Tax Credit Allocation Committee by fAt9fiIJ-
Auaust 15, 1996 in an amount not less than $3,503,722 for Federal tax credits and
$1,215,164 for California tax credits, or such lesser amount for each category as is acceptable
to Cordova in Cordova's sole discretion.
[(ell No"'" Pareel Map. A eluly appra', eel No,^, Parool Map sAall Aavo beon reeareled er is roeereleel
concurrently .....itA tAe Close af Esoroy.'.]
~iItl Hazardous Materials. City shall have reviewed and approved the
Phase I Investigation and any follow-up investigation or testing recommended by the Phase I
Investigation.
4.2 Satisfaction, Waiver and Failure of Conditions; Termination. The waiver of a
condition will be effective only if the same is (i) in writing. (ii) signed by the parties and (iii)
delivered to Escrow Holder and the other parties before termination of the Agreement. Failure
of a condition to be satisfied or waived within the time provided for satisfying or waiving
the condition shall allow any party not then in default to terminate this Agreement. If any
conditions remain not satisfied (and are not waived) by [DoOOA'l8er 31, 1996] January 1,1997.
then any party may terminate this Agreement at any time before all conditions are satisfied
or waived.
4.3 Performance By The Other Party. Each party's obligation to perform under this
Agreement is subjectto material performance of any prior or concurrent obligation of the other
party.
ARTICLE 5
Improvements by RDR
5.1 Improvements; Condition of the Property. RDR shall have no obligation to
complete any improvements to or for the benefit of the Property except as follows. RDR
agrees, at its expense, to cause RDR's Improvements described on Exhibit "C.. to be completed
by~December 15,1996, subject to delays outside ofRDR's reasonable control. Until
Close of Escrow, RDR shall keep the Property in good condition and free from weeds and
erosion and properly maintain any siltation basins affecting the Property.
5.2 Additionallmprovements. Cordova, and not RDR, shall be responsible for any
additional improvements to the Property necessary or appropriate for Cordova's Proposed
Project.
5.3 Risk of Loss. All risk of loss for changes in the physical condition of the Property
shall remain on RDR with respect to the Property until Close of Escrow. However, material
damage to the Property prior to Close of Escrow by reason of earthquake shall give each
Cordova and RDR the right to terminate this Agreement.
RORIChuf. Vi.,.
5/16/96 - redline 5
C¿-n
ARTICLE 6
City's and Cordova's Deliveries to Escrow Holder and RDR
6.1 City's Information. Within five (5) days of a request to produce, City shall furnish
such information as is required by Title Insurer. In addition, City shall, within two (2) days
of a request by RDR, furnish evidence of City's legal capacity and a designation of individuals
authorized to bind City.
6.2 Release of Property from Trip Deferral Agreement. At least two (2) days before
the Closing Date, City shall execute, acknowledge and deliver to Escrow Holder for recording
at Close of Escrow a document releasing the Property from the Trip Deferral Agreement.
This obligation shall not be delegable.
6.3 Reconveyances. At least two (2) days before the Closing Date. City shall
execute. acknowledge and deliver to Escrow Holder for recording at Close of Escrow full
reconveyances of any deed(s) oftrust securing RDR's obligations under the SPA III Affordable
Housing Agreement. This obligation shall not be delegable.
6.4 Signature/Acknowledgment of Grant Deed. At least two (2) days before the
Closing Date. City shall execute and acknowledge the Addendum to the Grant Deed for the
Property.
6.5 Deed of Trust. At least two (2) days before the Closing Date. Cordova shall
execute, acknowledge and deliver to Escrow Holder for recording at Close of Escrow any
deed of trust required by the Disposition and Development Agreement to secure Cordova's
obligations under the Disposition and Development Agreement.
ARTICLE 7
RDR's Deliveries to Escrow Holder
7.1 Grant Deed. RDR shall deliver to Escrow Holder, at least one (1) day before
Close of Escrow for the Property, a fully executed and acknowledged Grant Deed in form
attached as Exhibit "8" to this Agreement. with Schedule 1 (listing Permitted Exceptions
determined pursuant to the Housing Agreement) and the Addendum to Grant Deed attached.
If required by the Disposition and Development Agreement. the Grant Deed may contain a
power of termination in favor of City pursuant to California Civil Code Section 885.010 et
seq to secure Cordova's obligations under the Disposition and Development Agreement.
7.2 Annexation To Master Declaration. RDR shall deliver to Escrow Holder, at least
one (1) day before Close of Escrow, a fully executed Notice of Declaration of Annexation,
Imposition of Additional Restrictions And Covenants and Notice of Designation of Architectural
Review Committee ("Notice of Annexation"). A copy of the Notice of Annexation is attached
hereto as Exhibit "0". Escrow Holder shall record the Notice of Annexation prior to Close
of Escrow.
7.3 RDR's Charges. At least one (1) day prior to Close of Escrow. RDR shall deliver
to Escrow Holder those amounts required by Article 9 below.
RORlChu', W.r.
5/16/96 . red line 6
CZf - )~
ARTICLE 8
Condition of Title
8.1 Title. RDR agrees, at Close of Escrow, to convey title to the Property to City,
subject only to:
(a) All standard exceptions and exclusions from coverage typically set forth
in a standard CLTA Owner's title policy.
(b) All "Permitted Exceptions" approved by Cordova during the" Feasibility
Period" under the Housing Agreement.
(c) General and special real estate taxes and assessments (including, but
not limited to. any applicable assessment or community facilities districts) which are, as of
the close of this escrow. not delinquent and supplemental taxes, if any, assessed pursuant
to California Revenue and Taxation Code Section 75 and following.
(d) Easements dedicated on the New Parcel Map. any other final map of
the Property or reserved in the grant deeds or otherwise required for development of the
Property.
(e) The reservation of water rights and any power of termination set forth
on the Grant Deed, and the provisions set forth on the Addendum to Grant Deed.
(f) The covenants. conditions and restrictions established pursuant to the
Master Declaration and the Notice of Annexation.
(g) Any lien or other encumbrance voluntarily imposed by City or its
successors or assigns.
ARTICLE 9
Prorations, Fees, Costs and Reimbursements
9.1 Taxes. Escrow Holder will prorate (that is, apportion) between the parties, in
cash, to Close of Escrow. on the basis of a thirty (30) day month. general and special real
estate taxes and assessments, based on the regular tax bill for the fiscal year in which the
escrow closes. If such tax bill has not been issued as of the Closing Date, such proration
shall be based on the regular tax bill for the fiscal year preceding that in which this escrow
closes. The proration of taxes and assessments shall be without regard to any supplemental
assessments levied pursuant to California REVENUE AND TAXATION CODE Sections 75 and
following unless such supplemental taxes have been levied and shown on a tax bill.
9.2 RDR's Charges. RDR shall pay (i) Escrow Holder's fee for the escrow for the
conveyance from RDR to City; (ii) the County Documentary Transfer Tax, if any; and (iii) usual
document-drafting and recording charges.
9.3 Documentary Transfer Tax. City shall take the steps necessary to effectuate
an exemption from the Documentary Transfer Tax, if applicable.
RORIChuf. v;".
5/16/96 . redline 7
S'-¡q
-
9.4 Deposits. In the event RDR has made deposits with any governmental entity
or utility, and any such deposit exceeds actual costs of the project. RDR shall be entitled to
seek the return of the excess of such deposit over costs. Should said excess deposit be
returned to City, City shall immediately reimburse RDR for same.
ARTICLE 10
Distribution of Funds and Documents
10.1 Retention of Cash. All Cash received by Escrow Holder will be. until Close of
Escrow, or unless otherwise provided herein. kept on deposit with other escrow funds in
Escrow Holder's general escrow account(s), in any state or national bank, and may be
transferred to any other such general escrow account(s). Escrow Holder will not have any
obligation to pay interest on cash received.
10.2 Disbursements. All disbursements by Escrow Holder will be made by checks,
unless RDR unilaterally instructs Escrow Holder, prior to Close of Escrow, to wire transfer
the proceeds of this escrow to which RDR is entitled to a bank account designated by RDR.
in which case, Escrow Holder will disburse RDR's proceeds from this escrow pursuant to such
unilateral instruction.
10.3 Payment of Encumbrances. Escrow Holder will, at the close of this escrow.
pay. from funds to which RDR will be entitled and from funds, if any, deposited by RDR with
Escrow Holder. to the appropriate obligees. all existing deeds of trust and mortgages, provided
that RDR has approved the beneficiary demands, which approval shall not be unreasonably
withheld.
10.4 Return After Recording. Escrow Holder will cause the County Recorder to mail
RDR's grant deed (and each other instrument which is herein expressed to be. or by general
usage is. recorded) after recordation. to the grantee, beneficiary or person (i) acquiring rights
under said document, or (ii) for whose benefit the instrument was acquired.
10.5 Delivery of Instruments. Escrow Holder will, atthe close ofthis escrow. deliver
by United States mail (or will hold for personal pickup. if requested) each nonrecorded
instrument received by Escrow Holder to the payee or person (i) acquiring rights under the
instrument. or (ii) for whose benefit the instrument was acquired.
10.6 Delivery of Cash. Escrow Holder will. at the close of this escrow, deliver by
United States mail (or will hold for personal pickup, if requested) (i) to RDR. or order, any
excess funds delivered to Escrow Holder by RDR, and (ii) to City. or order, any excess funds
delivered to Escrow Holder by City.
10.7 Delivery of Copy of Instruments. Escrow Holder will, at Close of Escrow. deliver
to RDR a copy of RDR's grant deed and each document recorded to place title in the condition
required by this Agreement.
ARTICLE 11
Close of Escrow or Termination of Agreement
RORlChu', Viars
5/16/96 . redline 8
?f-;lo
- '".. ....
11.1 Close of Escrow. Escrow Holder will close escrow forthe Property by recording
the grant deed at Close of Escrow. Escrow shall close no later than the Closing Date. Each
party further covenants that it will diligently use its best efforts to cause escrow to close
for the Property. If Escrow Holder cannot close escrow on or before the Closing Date, it will,
nevertheless close this escrow when all conditions have been satisfied or waived unless, after
the Closing Date and prior to the close of this escrow, Escrow Holder receives a written notice
to terminate this escrow from a party who. at the time the notice is delivered. is not in default
under this Agreement. Nothing herein stated shall be deemed, however. to imply that time
is not of the essence of this Agreement.
11.2 Termination of Escrow. Escrow Holder will have no liability or responsibility
for determining whether or not a party giving a notice of termination is in default under this
Agreement. Within three (3) working days after receipt of a termination notice from one party,
Escrow Holder will deliver one copy of the notice to the other party. Unless written objection
to termination of this escrow is received by Escrow Holder within ten (10) days after Escrow
Holder delivers the notice to the other party. Escrow Holder will promptly terminate this escrow
and return all funds and documents held by it to the party depositing the same. except that
Escrow Holder may retain such funds and documents usually retained by escrow agents in
accordance with standard escrow termination procedures. Escrow Holder may (i) retain any
passbooks or certificates on deposit with Escrow Holder until such time as its escrow fees
are paid in full, or (ii) deduct from any funds held by Escrow Holder a sufficient amount to
pay its escrow fees in full. If written objection to the termination of this escrow is delivered
to Escrow Holder within the ten (10) day period, Escrow Holder is authorized to hold all funds
and documents delivered to it in connection with this escrow and Escrow Holder may, in
Escrow Holder's sole discretion. take no further action until otherwise directed. either by the
parties' mutual written instructions or by a final order of judgment of a court of competent
jurisdiction.
11.3 Legal Remedies of Parties Not Affected. The (i) exercise of the right of
termination, (ij) delay in the exercise of such right, or (iii) the return of funds and documents
will not affect the right of the party giving the notice of termination to recover damages or
pursue other applicable legal remedies for the other party's breach of this Agreement. Nor
will (A) the delivery of the notice, (8) any failure to object to termination of this escrow. or
(C) the return of funds and documents affect the right of the other party to recover damages
for the breach of the party who gives the notice of termination. The procedure set forth in
Section 11.2 is intended to evidence termination to Escrow Holder. It is not intended to
condition any right a party may have to terminate on the other party not objecting to such
termination.
11.4 Breach. Time is expressly stated to be of the essence of each and every provision
of this Agreement wherein time for performance is set forth. In all other respects. the parties
hereto covenant to perform their obligations in an expeditious manner. Failure to comply with
this provision shall be a material breach of this Agreement. In the event that City or ADA
fails to perform pursuant to this Agreement. the other party shall have the right to terminate
this Agreement and seek any available remedies.
11.5 Certain Rights of RDR if Agreement Terminated. Should this Agreement be
terminated for any reason other than a material default by RDR. City agrees to reasonably
RDRlChu', Vi".
5/16/96 - redline 9
,~-21
-
cooperate with RDR in the transition to RDR of the development of the Property by assigning
to RDR at its request any development permits or entitlements and similar item obtained by
City for the Property and by informing RDR of the status of any pending permits or entitlements
for the Property.
ARTICLE 12
Escrow Holder's General Provisions
Escrow Holder's General Provisions, attached hereto as Exhibit "E". are hereby made
a part of this Agreement.
ARTICLE 13
"As Is" Conveyance
13.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern
with. nor liability nor responsibility for. this Article.
13.2 "As Is" Conveyance. Except as otherwise set forth in this Agreement, RDR
is making absolutely no representations or warranties with respect to the Property, and City
will accept the Property. and the matters relating to the Property listed below. in their present
"as is" condition. The matters are:
(a) Soils. Toooaraohv. Etc. Soils and geological condition; topography, area
and configuration; archeological. prehistoric and historic artifacts. remains and relics;
contamination by Hazardous Materials; endangered species and wetlands.
(b) Utilities Schools Etc. Availability of utilities, schools. public access,
and fire and police protection.
(c) Districts. The status. special taxes and assessments of any and all
Mello-Roos Community Facility Districts and assessment districts.
(d) Plannina and Zonina. Applicable planning. zoning and subdivision statutes.
ordinances. regulations and permits, the SPA Plan and the Financing Plan.
(e) Develooment Fees. The character and amount of any fee or charge which
must be paid by City to develop the Property.
(f) Easements and Encroachments. Any easement, license or encroachment
which is not a matter of public record. whether or not visible upon inspection of the Property;
RDR warrants to City that RDR knows of no such easement. license or encroachment.
(g) Other Matters. Any other matter relating to the Property or to the
development of the Property, including. but not limited to. value. feasibility, cost. governmental
permissions, marketing and investment return. except as otherwise expressly provided in this
Agreement.
ROP/Chul, Vi",
5/16196 - red line 10
CZJ - X:J.
(h) Hazardous Materials. GEOCON. Inc. and Law-Crandall, Inc. have
conducted the Phase I Investigation of whether any Hazardous Materials (as defined in
Section 14.1 below) have been released on or beneath any of the Property which would be
in violation of any applicable federal, state or local law. ordinance or regulation relating to
Hazardous Materials. RDR represents that the Phase I Investigation sets forth all of RDR's
actual knowledge regarding the existence of Hazardous Materials on the Property.
13.3 No Brokerage Commission or Finder's Fee. Each party warrants to the other
that the warranting party has incurred no obligation. by reason of this Agreement or the
transaction contemplated hereby, for a real estate brokerage commission or finder's fee for
which the other party would be liable. Each party will hold the other party free and harmless
from and against any damage or expense the other party may incur by reason of the untruth
as to the warranting party of the foregoing warranty, including expenses for attorney's fees
and court costs.
ARTICLE 14
Hazardous Materials
14.1 Hazardous Materials. The term "Hazardous Materials" means any material or
substance which is (i) defined as a "hazardous waste". extremely hazardous waste". "restricted
hazardous waste", "hazardous material", "hazardous substance". or any similar formation
under or pursuant to any California statute or common law rule; (ii) petroleum and natural
gas liquids as those terms are used in § 1 09( 14) of the Comprehensive Environmental Response.
Compensation & Liability Act, 42 U.S..C. § 6901. et seq. (41 U.S.C. §6903); (iii) asbestos;
(iv) polychlorinated biphenyls; (v) designated as a "hazardous substance" pursuant to §311
of the Clean Water Act, 33 U.S.C.. § 1251. et seq. (33 U.S.C. § 1321) or listed pursuant
to §307 of the Clean Water Act (33 U.S.C. § 1317); (vi) defined as a "hazardous waste"
pursuant to § 1 004 ofthe Resource Conservation & Recovery Act. 42 U.S. C. §6901 , et seq.
(42 U.S.C. §6903); or (vii) defined as a "hazardous substance" pursuant to Comprehensive
Environmental Response, Compensation and Liability Act. 42 U.S.C. §9601, et seq. (41 U.S.C.
§9601).
14.2 Indemnity of City. As a material inducement to City. without which City would
not have agreed to the terms set forth herein. RDR. for itself and its successors and assigns,
hereby agrees to indemnify, defend and hold harmless City and each of City's employees,
agents, attorneys, successors and assigns of City ("Indemnified Parties"). from and against
any and all present and future liability, losses, damages (including foreseeable or unforeseeable
consequential damages). penalties. fines, forfeitures, response costs and expenses (including
out-of-pocket litigation costs and reasonable attorneys' fees) directly or indirectly arising out
of (i) any contamination of the Property by Hazardous Materials actually known to RDR but
not disclosed in the Phase I investigation and (ii) the use. generation. storage. transportation,
release, discharge or disposal of Hazardous Materials on or in the Property by RDR or the
partners of RDR or their respective employees, contractors. subcontractors or agents, including,
without limitation. the cost of any required or necessary repair. cleanup or detoxification and
the preparation of any closure or other required plans; excluding, however, from RDR's
indemnity any such liability. losses, damages (including foreseeable or unforeseeable
consequential damages), penalties, fines, forfeitures, response costs and expenses (including
out-of-pocket litigation costs and reasonable attorneys' fees) directly or indirectly arising out
RORlCh"'. VI...
5/16/96 . redline 11
czj-;23
of the actions of City, Agency or their respective employees, contractors, subcontractors
or agents. The indemnity obligation of this Section 14.2 is not assignable.
ARTICLE 15
Assignment
15.1 Limit on Escrow Holder's Responsibility. Escrow H older shall have no concern
with, nor liability nor responsibility for, this Article.
15.2 Assignment Must be Approved by RDR. Neither City, nor any person or entity
constituting City, nor any assignee of City's or any such person's or entity's rights hereunder.
will have the right or power to assign its or their rights hereunder without first having obtained
RDR's written approval of any such assignment. Approval of anyone assignment will not
constitute a waiver of RDR's right to approve or disapprove any subsequent proposed
assignment. Except as stated in the next sentence, RDR shall have absolute discretion to
withhold its consent to any such assignment. Notwithstanding the first sentence of this
Section, RDR shall approve an assignment of City's rights (except for such rights as are
designated as not assignable and such obligations as are designated as not delegable within
this Agreement) to Cordova and subsequently to a limited partnership of which OHDC and
SBCS are general partners; any such assignee must assume City's obligation under this
Agreement.
15.3 Effect of Approved Assignment. Except as otherwise provided in this Agreement,
in the event of any such approved assignment, the assignee will be and become (i) the grantee
of RDR's Gfant Deed; and (ii) the person(s) having the right or obligation to (a) deliver
statements, (b) deliver documents. (c) give approvals. (d) waive conditions, or (e) make
demands, all as may be permitted or required by this Agreement and not then already
accomplished by City or another approved assignee.
15.4 Assignor's Obligations. No assignment pursuant to this Article will relieve the
assignor of any of its obligations under this Agreement.
15.5 Right of First Refusal. If City enters into any agreement ("Resale Agreement")
to sell the Property or any portion of the Property within five years after Close of Escrow other
than the transfers of the Property contemplated by this Agreement. the Assignment Agreement,
the SPA III Affordable Housing Agreement or otherwise for the purposes of developing low
income housing units on the Property in accordance with City standards, RDR shall first be
given the right to repurchase the property to be resold at the price and terms set forth in the
Resale Agreement. RDR shall have such right and option for thirty (30) days, after which,
if not exercised, such right and option shall terminate; provided, however, RDR's right of first
refusal shall be renewed for an additional thirty (30) days should City enter into any amendment
to a Resale Agreement or should City enter into any additional Resale Agreement. Any Resale
Agreement shall be subject to RDR's right and option set forth herein. City shall give RDR
written notice of any such Resale Agreement or amendmentto a Resale Agreement, together
with a copy of the same certified by City as being true and correct. The thirty (30) day period
will commence upon RDR's receipt of such notice and copy. No agreement or reversionary
interest by which Cordova's lenders, partners or the City may take over the Property for the
sole and express purpose of developing the Proposed Project shall be considered a Resale
RDR/Chul. Vim
5/16/96 - redline 12
3-J~
-
Agreement subject to this Section. This right and option shall not defeat or render invalid
the lien of any deed of trust given by City for the acquisition of the Property or construction
of the Project; however, the buyer at any foreclosure sale (or the grantee of any deed in lieu
of foreclosure) shall take title subject to this right and option.
This right of first refusal shall be binding upon any and all successors and permitted assigns
of City's rights under this Agreement.
ARTICLE 16
General Provisions
16.1 Gender, Number. Whenever the context requires. the use herein of (i) the neuter
gender includes the masculine and the feminine. and (ij) the singular number includes the plural.
16.2 Business Days. If the (i) stated Closing Date. or (ii) last day for performance
of an act falls upon a day during which Escrow Holder is not open for business. the Closing
Date or such last day, as the case may be. will be the next following regular business day
of Escrow Holder.
16.3 Survival of Provisions. The representations, warranties. agreements and
indemnities set forth in this Agreement will remain operative, will be deemed made at the
close of this escrow. and will survive the closing and the execution and delivery of RDR's
grant deed and will not be merged in RDR's grant deed.
16.4 Authority of Signatories. Each individual signing this Agreement on behalf of
the City warrants that (i) he or she is duly authorized to sign and deliver this Agreement on
behalf of the City in accordance with a duly adopted resolution of the City Council of the
City and (ii) this Agreement is binding upon the City in accordance with its terms. Each
individual signing this Agreement on behalf of a corporation warrants that (j) he or she is duly
authorized to sign and deliver this Agreement on behalf of the corporation, in accordance
with a duly adopted resolution of the board of directors of the corporation or in accordance
with the bylaws of the corporation. and (ii) this Agreement is binding upon the corporation
in accordance with its terms. McMillin Project Services. Inc. represents that it has the authority
to execute this Agreement on behalf of RDR and this Agreement is binding upon RDR in
accordance with its terms.
16.5 Joint and Several liability. If either party consists of more than one person,
the liability of each person signing this Agreement will be joint and several.
16.6 Reservation of Discretion. RDR acknowledges and agrees that nothing contained
in this Agreement is intended to. nor shall have the effect of, reducing the City's legal authority.
discretion or obligation to consider approval or disapproval of future agreements and other
discretionary actions with respect to the property or the Proposed Project. RDR agrees to
waive any and all claims against City. Agency, and their respective agents. employees and
representatives arising form the City's election within the scope of its authority and discretion
to disapprove any such agreements or other discretionary actions with respect to the property
or the Proposed Project. RDR acknowledges and agrees that any such election by City shall
not constitute a breach of this Agreement.
RORlChu!. Vi".
5/16/96 - redline 13
c:¡; - d5
-
16.7 RDR's Certification Re Non-Foreign Status. R DR understands that Section 1445
of the Internal Revenue Code provides that a transferee of a United States real property interest
must withhold tax if the transferor is a foreign person. To inform City that withholding of
tax is not required upon the disposition by RDR of the Property pursuant to this Agreement,
RDR hereby certifies the following and understands that this certification may be disclosed
to the Internal Revenue Service by City:
(a) RDR is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations).
(b) RDR's United States Employer Identification Number is 33-0584676.
(c) RDR's office address is 2727 Hoover Avenue. National City, California
91950.
16.8 Captions. Captions in this agreement are inserted for convenience of reference
only and do not define. describe or limit the scope or the intent of this Agreement.
16.9 Entire Agreement. This Agreement. the Assignment Agreement. the Housing
Agreement and the SPA III Affordable Housing Agreement contain the entire agreement
between the parties relating to the transaction contemplated hereby and all prior or
contemporaneous agreements. understandings. representations and statements. oral or written,
are merged herein.
16.10 Exhibits. All exhibits referred to in this Agreement are attached. and are a part
of, this Agreement.
16.11 Modifications. No modification. waiver or discharge of this Agreement will be
valid unless the same is in writing and signed by the party against which the enforcement
of such modification, waiver or discharge is or may be sought.
16.12 Attorney's Fees and Costs. If either party commences litigation for the judicial
interpretation. reformation. enforcement or rescission hereof, the prevailing party will be entitled
to a judgment against the other for an amount equal to reasonable attorney's fees and court
and other costs incurred.
16.13 Successors. All terms of this Agreement will be binding upon and inure to the
benefit of the parties and their respective administrators or executors. successors and assigns;
nothing contained in this Paragraph will affect Article 15.
16.14 Counterparts. This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which together will constitute one
instrument.
16.15 Applicable Law. This Agreement will be construed and enforced in accordance
with the laws of the State of California.
RORIChuf. v;".
5/16/96 . redline 14
S-~~
-
16.16 Time of Essence. Time is of the essence of each and every provision of this
Agreement in which time is an element.
1 6.1 7 Notices. Unless otherwise provided herein. all notices, demands or other
communications given hereunder will be in writing and will be deemed to have been duly
delivered upon personal delivery. or on receipt of a telecopy. or on the second business day
after deposit with Federal Express or other overnight courier service. or as of the second
business day after mailing by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to RDR:
Rancho Del Rey Investors, L.P.
c/o McMillin Project Services, Inc.
2727 Hoover Avenue
National City. California 91950
Attn: Kenneth Baumgartner
Telephone: (619)477-4117
Telecopier: (619) 336-1587
With a CODV To:
Hecht. Solberg, Robinson & Goldberg
600 West Broadway, Eighth Floor
San Diego, California 92101
Attn: R. Martin Bohl, Esq.
Telephone: (619) 239-3444
Telecopier: (619) 232-6828
If to Citv:
Community Development Director
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attn: Juan Arroyo
Telephone: (619) 691-5047
Telecopier: (619) 691-5214
With a CODV To:
City Attorney
City of Chula Vista
276 Fourth Avenue
Chula Vista. California 91910
Attn: Glen Googins, Esq.
Telephone: (619)691-5047
Telecopier: (619) 691-5214
RORlCh"'. v;...
5/16/96 - redline 15
~~-17
-
If to Escrow Holder:
First American Title Insurance Company
411 Ivy Street
San Diego, California 92101
Attn: Escrow Department
Telephone: (619) 238-1776
Telecopier: (619)231-4696
This Agreement has been executed as of the date set forth at the beginning hereof.
"RDR"
Date: RANCHO DEL REY INVESTORS. L.P., a California limited
partnership
BY: McMILLIN PROJECT SERVICES. INC., a California
corporation. its Attorney-in-Fact under a recorded
durable power of attorney dated June 2, 1993
By
Title
By
Title
"City"
Date: THE CITY OF CHULA VISTA,
a California municipal corporation
ATTEST
City Clerk By
Mayor of the City of Chula Vista
Approved as to form by:
City Attorney
RORIGhuf. v;".
5/16/96 - redline 16
B <L??
-
CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement.
(ii) be escrow agent under said Agreement. and (iii) be bound by said Agreement in the
performance of its duties as escrow agent; provided. however. the undersigned shall have
no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until
said Agreement, fully signed by the parties. has been delivered to the undersigned. or (b) any
amendment to said Agreement unless and until the same is accepted by the undersigned in
writing.
Dated:
FIRST AMERICAN TITLE INSURANCE COMPANY
By
Escrow Officer
RORlCh"l. Vim
5/16/96 - redline 0 <2C1
-
EXHIBIT "A"
ProDertv DescriDtion
Ute Be attaaRea]] Parcel 2 of Lot 10 of Chula Vista Tract
No. 90-02. Rancho del Rev SPA III. accordinQ to Parcel
MaD 17675. filed in the Office of the County Recorder of the
Countv of San DieQo. California. as File No. 1996-0143111 on
March 22. 1996.
RORIChuf. Vi".
5/16/96 - redline !J - 30
-
EXHIBIT "B"
Grant Deed
Recording Requested By
and
When Recorded Mail To:
CITY OF CHULA VISTA
Ann:
Mail Tax Statement To:
CITY OF CHULA VISTA
Ann:
GRANT DEED
The undersigned declares that the documentary transfer tax is $ -0- [EXEMPT] and is
0 computed on the full value of the interest or property conveyed, or is
0 computed on the full value less the value of liens or encumbrances remaining thereon at the time of sale.
The land, tenements or realty is located in 0 unincorporated area. City of Chula Vista and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. RANCHO
DEL REY INVESTORS, L.P., a California limited partnership ("Grantor"). hereby grants to CITY
OF CHULA VISTA, a California municipal corporation ("Grantee"), the real property in the
City of Chula Vista, County of San Diego, State of California, described as:
[[iABeFt le§al Eleseriptien frem New Pareol Map]] Parcel 2 of Lot 10
of Chula Vista Tract No. 90-02, Rancho del Rev SPA III. accordina
to Parcel MaD 17675, filed in the Office of the County Recorder
of the Countv of San DieQo, California, as File No. 1996-
0143111, on March 22,1996.
RORlCh"'. v;.,. MAIL TAX STATEMENTS AS DIRECTED ABOVE
5/16/96 - redline
~~31
RESERVING UNTO GRANTOR, its successors, assigns and persons named below, together
with the right to grant and transfer all or a portion of the following rights and easements:
The right and power to use or utilize on any other property owned or leased by Grantor any
and all water rights or interests in water rights no matter how acquired by Grantor. and all
water rights or interests in water rights that may be within, under or on the land hereinabove
described, whether such water rights shall be riparian. overlying, appropriative. percolating
or prescriptive; provided, however, that the reservation made herein shall not reserve to or
for the benefit of Grantor any right to enter upon the surface of such land in the exercise of
such rights. Nothing herein stated is intended to reserve to Grantor the right to water provided
by Otay Water District or any other supplier of public water.
This conveyance is subject to: (i) the provisions set forth on the Addendum to Grant Deed
attached hereto and incorporated herein by reference. and (ii) the covenants and restrictions
set forth in that certain Master Declaration of Restrictions for Rancho Del Rey, filed for record
in the Office of the County Recorder of the County of San Diego. on August 29, 1989. as
File/Page No. 89-463940. as the same may have been or may be amended from time to time;
(iii) those additional restrictions set forth in or attached to that certain document partially
entitled "Notice of Annexation", filed for record in the Office of the County Recorder of the
County of San Diego, on . 19_. as File/Page No. , as the
same may have been or may be amended from time to time; and (iv) all of the "Permitted
Exceptions" set forth on Schedule 1 attached.
IN WITNESS WHEREOF. this instrument has been executed this - day of
19 -
RANCHO DEL REY INVESTORS. L.P., a California limited
partnership
BY: McMILLIN PROJECT SERVICES. INC., a California
corporation, its Attorney-in-Fact under a recorded
durable power of attorney dated June 2. 1993
By
Title
By
Title
RORIChul. w... Exhibit "8"
5/16/96 - redline Page 2
<6 - 3J-
-
Schedule 1
to
EXHIBIT "B"
Permitted Exceptions
Note: This Schedule 1 does not include all permitted exceptions
to tit/e. Certain additional permitted exceptions are set forth in
that certain Conveyance Agreement between Grantor and Grantee
dated as of {f)eeeFRBer 6, 1996J Mav 22. 1996.
RORlCh"l. Vi... Exhibit "8"
5/16/96 - redline Page 3
CZ' - 3:)
STATE OF CALIFORNIA )
) 55.
COUNTY OF SAN DIEGO )
On . before me. , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument. the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
RORlCh"'. VI". Exhibit "B"
5/16/96 - redline Page 4
8-34
ADDENDUM TO GRANT DEED
COVENANTS, CONDITIONS AND RESTRICTIONS
FOR POST-CLOSING OBLIGATIONS
AND NOTICE OF RIGHT OF FIRST REFUSAL TO PURCHASE PROPERTY
(Provisions Pursuant To California Civil Code Section 14681
BY THE DELIVERY AND ACCEPTANCE OF THIS GRANT DEED, Grantor and Grantee
agree as follows:
1. Grantor is the owner of certain land (the "Benefitted land") in the City of Chula
Vista, County of San Diego, State of California. more particularly described as follows:
Lot 10 of CITY OF CHUlA VISTA TRACT NO. 88-1 RANCHO
DEL REY PHASE 2, in the City of Chula Vista, County of San
Diego. State of California. according to Map thereof No. 12341
filed in the Office of the County Recorder of San Diego County
on March 28, 1989.
2. This deed has been delivered pursuant to a certain Conveyance Agreement and
Escrow Instructions (the "Conveyance Agreement") dated as of [December 5, 1995] Mav 22.
~ between Grantor and City, Grantee's predecessor in interest.
3. NOTICE IS HEREBY GIVEN THAT SECTION 15.5 OF THE CONVEYANCE
AGREEMENT GRANTS TO GRANTOR THE RIGHT OF FIRST REFUSAL TO RE.PURCHASE
THE PROPERTY.
4. Grantee. for and on behalf of itself, and on behalf of each successive owner,
during its, his, her or their ownership of any portion of the Property and each person having
any interest in the Property derived through any such owner (which Grantee. owner and person
are collectively referred to herein as "Grantee"), covenants and agrees as follows:
(a) Walls. Grantee shall construct in accordance with plans approved by
Grantor, maintain in good condition. free of graffiti, repair and replace as necessary a solid
five foot (5') masonry wall on the westerly and southerly boundaries of the Property. Grantee
agrees to not modify without Grantor's written consent any perimeter fencing or walls installed
on the Property by Grantor.
(b) Construction. Grantee shall use its best efforts to commence construction
of Grantee's Proposed Project within one hundred eighty (180) days after Close of Escrow.
Grantee shall thereafter diligently pursue completion of construction in accordance with plans
approved by Grantor.
(c) Scheduling Conflicts. In the event that scheduling conflicts arise with
regard to work to be done pursuant to the Housing Agreement, Grantee and Grantor shall
work together to reasonably coordinate such work.
RORIChuf. VI". Exhibit "B"
5/16/96 - redline Page 5
3~35
(d) Rezones, Permit Amendment, Resubdivision. Grantee shall not apply
for or obtain any change of zone classification of the Property or any amendment to the SPA
Plan or Financing Plan or resubdivide the Property without Grantor's prior written consent,
which consent may be withheld for any reason.
(e) Grantor's Approval of Improvements. Grantee may construct or place
on the Property only those improvements (including. but not limited to. residential structures)
approved by Grantor. Any changes from such plans which materially affect the physical
appearance of the improvements when viewed from a dedicated street are subject to Grantor's
approval. Grantee shall submit the following items for Grantor's reasonable approval. and
shall thereafter use only those documents. plans and materials as have been approved
hereunder: all site plans. elevation plans, landscaping plans. and all materials and colors of
all exterior surfaces of all improvements (including. but not limited to. residential structures)
and all other materials required to be submitted pursuant to the Residential Design Guidelines
for Rancho del Rey SPA III.
(f) Clean Up of Debris. Grantee shall. during the period of ownership of
any portion of the Property by Grantee. keep the Property and adjacent land in a neat and
clean condition. free and clear of debris. trash and other unsightly materials. except for
materials on the Property which are reasonably necessary for the construction of dwelling
units on the Property. In the event any debris, trash or other unsightly materials are not cleaned
up and removed within seventy-two (72) hours following receipt of written notification from
Grantor, Grantor shall be entitled to perform the remedial work and Grantee shall. upon demand.
reimburse Grantorthe cost ofthe remedial work (on a time and material basis) plus ten percent
(10%),
5. Injunctive Relief. Grantee and Grantor hereby declare that monetary damages
for the breach of the provisions contained in Sections 4.(a) through 4.(f) is inadequate and
that Grantee may be enjoined by any court of competent jurisdiction from commencing or
proceeding with construction. development or other activity which is not substantially in
compliance with those Sections.
6. Grantee shall abide by all requirements of the City of Chula Vista. including,
but not limited to, the Design Guidelines applicable to the Property.
7. Grantee. and not Grantor. shall be responsible for any damages which result
directly or indirectly from any changes Grantee may make to grading or soils conditions of
the Property. and Grantee holds Grantor harmless (including. but not limited to, its reasonably
incurred attorneys' fees) from any damages which result directly or indirectly from any such
change.
8. Grantor will. upon the completion by Grantee of all Gfantee's obligations under
the paragraphs set forth in Section 4 above. at the request of Grantee. sign and deliver to
Grantee a recordable notice describing the Property and stating that the purpose thereof is
to evidence compliance with said provisions. If any lender of Grantee requests or requires
Grantor to do so, Grantor shall. within seven (7) days after such request. certify that improve-
ments on the Property are being or have been constructed in conformity with the plans
RDRIChul. v;". Exhibit "8"
5/16/96 . red line Page 6
c¿ ~ 310
-
approved by Grantor. or Grantor will specify with reasonably specificity why such construction
does not conform with such plans.
9. Grantor will not be liable in damages to any third person by reason of Grantor's
mistaken judgment, negligence or nonfeasance arising out of or in connection with the approval
or disapproval or failure to approve or disapprove any plans submitted by Grantee or by reason
of any defect in any structure constructed in conformity with the plans. Grantor will have
the right, but not the duty, to determine whether improvements are constructed in compliance
with the plans and other materials approved by Grantor.
10. Each successive owner. during its. his. her or their ownership of any portion
of the Property, and each person having any interest in the Property derived through any such
owner, will be bound hereby for the benefit of Grantor and the Benefitted Land; provided,
however, the benefits of these provisions pursuant to California CIVIL CODE Section 1468
shall not accrue to subsequent owners of the Benefitted Land unless Grantor expressly assigns
such benefits by means of a recorded instrument.
11. Any violation of the provisions herein contained will be deemed to be a continuing
violation hereof and no delay in the delivery of any notice of any violation hereof or in the
enforcement of any rights or the seeking of any remedies provided hereunder will constitute.
or be deemed to constitute, a waiver of the right to give such notice, enforce such right or
seek such remedy at any time after the occurrence of such violation.
12. In the event any owner(s) of the Property or the Benefitted Land commences
litigation for the judicial interpretation. enforcement or rescission hereof. the prevailing party
will be entitled to a judgment against the other for an amount equal to reasonable attorneys'
fees and other costs incurred.
13. No breach of any of the provisions of this Addendum to Grant Deed will defeat
or render invalid the lien of any mortgage or deed of trust made in good faith and for value.
14. These provisions may be modified by an instrument in writing signed.
acknowledged and recorded by Grantor and Grantee. These provisions may be extinguished
by an instrument in writing signed. acknowledged and recorded by Grantor.
15. These provisions will be and become automatically extinguished as to the Property
upon the twenty-fifth (25th) anniversary of the date of recording of these provisions.
16. If any provision herein contained is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction. the invalidity of any such provision
will in no way affect the validity of any other provision herein contained.
17. The provisions herein contained are covenants and are for the benefit of the
Benefitted Land and have been made with the intent of satisfying the requirements of Section
1468 of the California CIVIL CODE.
Dated: ,19 -
RORlChu'. V;ora Exhibit "S"
5/16/96 - redline Page 7
c¡j-3'l
-
"Grantor"
RANCHO DEL REY INVESTORS. L.P., a California limited
partnership
BY: McMILLIN PROJECT SERVICES, INC.. a California
corporation, its Attorney-in-Fact under a recorded
durable power of attorney dated June 2, 1993
By
Title
By
Title
"Grantee"
By
Title
By
Title
RDRiChul. v;.,. Exhibit "8"
5/16/96 - redline Page 8
~~38
-
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
On , before me, . Notary Public.
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument. the person(s). or the entity upon behalf of which
the person(s) acted. executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On . before me, , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which
the person(s) acted. executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
RDRiChul. Wars Exhibit "B"
5/16/96 - redline Page 9
~~39
EXHIBIT "C"
RDR's ImDrovements
Graded Condition. The Property shall be rough graded in substantial conformance with the
City approved grading plans and the City's Grading Ordinance; provided. however, that flat
pads and slopes of five feet (S') or less (i.e.. change in vertical elevation of five feet (S') or
less) need not be hydro-seeded unless and until required by City. The lot shall be substantially
free from weeds as required by Section 6.2 of the Purchase Agreement.
Monumentation. The final monumentation shown on the New Parcel Map shall have been
set in the field by the surveyor. Monuments destroyed by the Cordova's construction
operations shall be re-set by the Cordova at Cordova's cost. Building layout stakes and other
construction stakes required for Cordova's improvements are not in the finished lot.
Utilities. Water, sewer, gas, electric. telephone and cable television transmission lines within
the public streets and easements shall have been constructed in substantial conformance
with the City and Agency approved improvement and utility plans. Water and sewer services
shall be stubbed to the lot lines. On-site services. distribution lines. meters and utilities are
not included in the finished lot.
Street ImDrovements. Monolithic curb, gutter and sidewalk and full depth street paving shall
have been completed in substantial conformance with the City approved improvement plans.
Driveway approaches shall be constructed to the right-of-way. Cordova improvements within
the right-of-way are not included in the finished lot.
LandscaDina and Fencina. Erosion control landscaping and irrigation as required by the City
Grading Ordinance and shown on the City approved erosion control landscaping plans, or
as modified by the City Landscape Architect, and accepted by the City, shall have been
installed. Perimeter walls, as shown on the City approved "Walls. Fences and Minor
Monuments" plans shall have been constructed. On-site walls and fencing which may be
required by the City, or as a condition of sale by the RDR. is not included in a finished lot.
Landscaping within the street right-of-way which may be required by the City and other
Cordova landscaping is not included in the finished lot.
RORIChul. Vi.,.
5/16/96 - redline
Z?~yo
EXHIBIT "D"
Notice of Declaration of Annexation
Recording Requested By
and
When Recorded Return To:
HECHT, SOLBERG, ROBINSON & GOLDBERG
Mr. A. John Hecht
600 West Broadway. Eighth Floor
San Diego, California 92101
NOTICE OF
DECLARATION OF ANNEXATION,
IMPOSITION OF ADDITIONAL RESTRICTIONS AND COVENANTS,
AND NOTICE OF
DESIGNATION OF ARCHITECTURAL REVIEW COMMITTEE
at Rancho Del Rey
THIS NOTICE OF DECLARATION OF ANNEXATION. IMPOSITION OF ADDITIONAL
RESTRICTIONS AND COVENANTS AND NOTICE OF DESIGNATION OF ARCHITECTURAL
REVIEW COMMITTEE ("Notice") is made as of this - day of . 199_. by RANCHO
DEL REY INVESTORS, loP.. a California limited partnership ("Declarant") with reference to
the following:
RECITALS:
A. Declarant is the successive Declarant under that certain Master Declaration
of Restrictions for Rancho Del Rey ("Master Declaration") which was recorded on the 29th
day of August, 1989 with the Office ofthe County Recorder of San Diego County, California,
as File/Page No. 89-463940. initially covering all of that real property located in the City of
Chula Vista, County of San Diego, State of California, described as:
Lots 2, 3, 4 and 5 of CHULA VISTA TRACT NO. 88-1, RANCHO
DEL REV PHASE 2, in the City of Chula Vista, County of San
Diego, State of California, according to Map thereof No. 12341,
RORlChu', Vi.,. Exhibit "D"
5/16/96 - redline Page 1
CZ/LJ)
-
filed in the Office of the County Recorder of San Diego County
on March 28, 1989,
B. The Master Declaration provides that Declarant may annex additional property
as described in the Master Declaration to the Lots described in the Master Declaration and
thereby make such additional property subject to the Master Declaration.
C. Declarant is the owner of the real property located in the City of Chula Vista,
County of San Diego. California described as:
[let ,J Parcel 2 of Lot 10 of CHULA VISTA TRACT
NO. [ , RANCi-lO DEL REY 8PA III Pi-lA8E UNIT ~W. .
in tAe City ef CA¡,Jla Vista,! 90-02, Rancho del-Rev SPA lIT,
accordina to Parcel Map 17675. filed in the Office of the Countv
Recorder of the County of San Diego. [8tate of California,
aoeoreliA¡¡ to Ma 3 tAÐreof No, - ' fileel in the Offiee of tAe
CO~Aty Reeoreler of 8aA Die¡¡o County, . 199_,]
California as File No. 1996-0143111. on March 22. 1996,
which property (referred to herein as "the Property") is a part of the Properties described in
the Master Declaration which may be annexed to the Lots,
fE} Q. Declarant now wishes to annex the Property described in Recital C above to
the property covered by the Master Declaration and to impose on the Property the additional
covenants and restrictions set forth below.
NOW, THEREFORE. Declarant declares as follows:
1. Annexation. Pursuant to the terms of the Master Declaration. Declarant declares
that the Property is hereby annexed to and made a part of the Lots as defined in the Master -
Declaration. All of the Property shall be held. sold. leased. transferred. occupied and conveyed
subject to (i) the terms, provisions, covenants. conditions. restrictions and easements of the
Master Declaration as it may have been or hereafter become amended from time to time,
and (ii) those Supplemental Covenants and Restrictions set forth below,
2. Notice of Architectural Review Committee (ARC) Designation. Pursuantto Section
2 of ARTICLE III of the Master Declaration, Declarant hereby declares that the Property is
within the "Cordova at Rancho Del Rey Architectural Review Committee." Cordova at Rancho
Del Rey Architectural Review Committee is a Non-Subassociation ARC as such term is used
in the Master Declaration.
3. Supplemental Covenants and Restrictions. In addition to the terms, provisions,
covenants, conditions, restrictions and easements of the Master Declaration, the covenants
and restrictions set forth on Exhibit" 1 " attached hereto and incorporated herein shall apply
to Cordova at Rancho Del Rey. [To be included at Rancho de/ Rey's Option]
RORlChu'. v;... Exhibit "D"
5/16/96 - redline Page 2
3 /4d-
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the day
and year first hereinabove written.
RANCHO DEL REY INVESTORS. l.P., a California
limited partnership
BY: McMilLIN PROJECT SERVICES. INC., a
California corporation. its Attorney-in-Fact
under a recorded durable power of attorney dated
June 2. 1993
By
Title
By
Title
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On , before me, , Notary
Public, personally appeared
, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
RDR/Chuls VIs's Exhibit "D"
5/16/96 - redline Page 3
~~~3
-
EXHIBIT "'"
TO
EXHIBIT "D"
Supplemental Covenants and Restrictions
{to be attached]
RDRIChul. Vi... Exhibit "D"
5/16/96 - redline Page 4
~~~y
-
EXHIBIT "E"
Escrow Holder's General Provisions
[to be attached}
RDRlChul. Vi...
5/16/96 - redline
~/Y5
This page blank.
~ ~ 410
EXHIBIT C
MARKED TO SHOW CHANGES FROM PRIOR AGREEMENT
Deletions appear as struck-through text surrounded by H.
Additions eppear as double underlined text.
Redlining provided as convenience only with no werrenty as to accuracy.
SECOND AMENDED AND RESTATED
ASSIGNMENT OF CONVEYANCE AGREEMENT
AND ESCROW INSTRUCTIONS
THE CITY OF CHULA VISTA,
a California municipal corporation
"CITY"
CORDOVA VENTURES,
a California joint venture
"CORDOVA"
Chul. V;sto/OHOC
5/16/96 - redline g/Y1
TABLE OF CONTENTS
PAGE
ARTICLE 1 Recitals """"""""""""""""""'" 1
ARTICLE 2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 3 Assignment ....................................... 3
ARTICLE 4 Nature of Assignment .................................3
ARTICLE 5 "As Is" Transfer ..................................... 4
ARTICLE 6 Assignment ....................................~A
ARTICLE 7 General Provisions ....................................6
EXHIBITS
"A" Property Description
Chul. V¡,,';OHOC ~-~~
5116196 - redline
SECOND AMENDED AND RESTATED
ASSIGNMENT OF CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS
THIS SECOND AMENDED AND RESTATED ASSIGNMENT OF CONVEYANCE
AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is entered into as of lDeeeR'l8er
~ Mav 22. 1996 between THE CITY OF CHULA VISTA, a California municipal corpora-
tion ("City"), and CORDOVA VENTURES. a California joint venture ("Cordova") and completely
supersedes the Assignment of Conveyance Agreement and Escrow Instructions entered into
as of [Marel:1 71 December 5. 1995 between City and Cordova.
ARTICLE 1
Recitals
1.1 The Property. Rancho del Rey Investors. L.P.. a California limited partnership
("RDR") is the owner of certain real property in the City of Chula Vista, County of San Diego,
State of California, more particularly described on Exhibit" A" (the "Property"). The Property
is part of the master planned community known as "Rancho del Rey."
1.2 The "SPA III Affordable Housing Obligation. Pursuantto that certain "Agreement
Concerning Ranchodel Rey and Low-Moderate Income Housing" dated August 7.1990, RDR,
as successor in interest to Rancho del Rey Partnership, is obligated to provide 23 low income
housing units in connection with its development of SPA III of Rancho del Rey (the "SPA III
Affordable Housing Obligation").
1.3 Conveyance Agreement. Concurrently herewith, RDR and City have entered
into that certain ~Amended and Restated Conveyance Agreement and Escrow
Instructions ("Conveyance Agreement") pursuant to which RDR agrees to grant the Property
to City, and City agrees to receive the grant of the Property, subject to and in accordance
with the terms of the Conveyance Agreement. The grant to City will be made in full
satisfaction of the SPA III Affordable Housing Obligation.
1.4 Cordova Ventures. Cordova is a California joint venture comprised of Orange
Housing Development Corporation, a California 501 (c)(3) non-profit corporation ("OHDC"),
and South Bay Community Services, a California 501 (c)(3) non-profit corporation ("SBCS"),
and Sa res-Regis Group, a general partnership. The charter of OHDC is to develop, own and
operate multi-family residential projects providing affordable housing to low income persons,
and in fulfillment of that charter has considerable experience in the development, ownership
and operation of such facilities. SBCS provides general social services.
1.5 The Proposed Project. Cordova (or a limited partnership in which OHDC and
SBCS are general partners) intends to acquire the Property for the purposes of improving it
with a multi family residential project consisting of forty units and providing housing affordable
for low income persons (the "Proposed Project").
1.6 Assignment. City desires to transfer and assign to Assignee all of its right, title
and interest in and to the Conveyance Agreement, including, without limitation, the right to
Chul. V;sto/OHDC
5/16/96 - redline 1
~"Y9
- ...
acquire the Property, and Assignee desires to receive such transfer and assignment, in
accordance with the terms of this Agreement. It is the intention of City that the right to acquire
the Property be given to Assignee as a subsidy.
1.7 Housing Agreement. RDR and Cordova have or will enter into faAf a Second
Amended and Restated Low Income Housing Agreement (the "Housing Agreement") pursuant
to which, among other things, RDR and Cordova agree as to their respective obligations with
respect to the Property. City shall have the right. but no obligation, to cure any material breach
of the Housing Agreement by Cordova and thereby succeed to Cordova's rights and obligations
thereunder.
1.8 Disposition and Development Agreement. City and Cordova intend to enter
into a Disposition and Development Agreement and the Redevelopment Agency of the City
of Chula Vista intends to make a loan to Cordova, for the development of the Property with
the Proposed Project.
ARTICLE 2
Definitions
Unless the context otherwise indicates. the following shall have the meanings as set
forth in this Article:
2.1 "Agency" means the Redevelopment Agency of the City of Chula Vista.
2.2 "Agency Loan Agreement" means a loan agreement by which the Agency agrees
to loan funds to Cordova for the Proposed Project.
2.3 "Appraised Value of the Property" means $960.000.00, as established by that
certain appraisal by D.F. Davis Real Estate, Inc.. MAl. dated March 3, 1995.
2.4 "City" means the City of Chula Vista.
2.5 "County" means the County of San Diego. State of California.
2.6 "Disposition and Development Agreement" means the agreement described
in Section 1.8.
2.7 "Escrow Holder" means FIRST AMERICAN TITLE INSURANCE COMPANY, whose
address is 411 Ivy Street, San Diego, California 92101.
2.8 "Housing Agreement" means the agreement described in Section 1.7.
2.9 :'Master Declaration" means the Master Declaration of Restrictions for Rancho
Del Rey. recorded in the Office of the County Recorder of the County of San Diego, on
August 29, 1989. as File/Page No. 89-463940, as the same may have been or may be
amended from time to time.
Chul. V;...¡OHDC
5/16/96 - redline 2
~/50
2.10 "New Parcel Map" means Parcel MaD 17675. filed in the Office of the Countv
Recorder of the Countv of San Dieao. California. as File No.1 996-0143111 on March 22
1996 the new parcel map which [.. illl3e J3reeessea, appreveeJ and] ~ recorded to subdivide
the Property from the remainder of Lot 10 of Map 13176. [Upon tAe reearaiA! af tAe ~Jew
Pareel Mal!, tAe Aew legal description of the Property as establisAea l3y tAe New Pareel MaJ3
will reJ3laee tAe le! al aeseriJ3tieA eA ¡;)(Ail3it "A" attaehea fer all J3"rpÐses. The e)(aet J3reJ3erty
liAes af the PraJ3erty as she'^ A eA the ~Jew Paree! MaJ3 ma.. . ar, sli! htly fram these sAewn
an ¡;)(hil3it" t.", I3tJt neitAer any stJ6A variations nor any easements aeaieatea ar other matters
shawn aA the ~ e.: Parcel Map shall materiall.. imJ3air Cordo,..a's aBility to develeJ3 tAe Prapesed
~
2.11 "Notice of Annexation" means the Notice of Declaration of Annexation. Imposition
of Additional Restrictions And Covenants and Notice of Designation of Architectural Review
Committee to be recorded by RDR Investors. L.P.. in connection with the acquisition of the
Property by City.
2.12 "Opening of Escrow" means the date of. and act of, Escrow Holder signing
the "Consent of Escrow Holder" attached to this Agreement.
2.13 "Proposed Project" means the project described in Section 1.5.
2.14 "Title Insurer" means FIRST AMERICAN TITLE INSURANCE COMPANY. with
offices at 411 Ivy Street, San Diego. California 92101.
ARTICLE 3
Assignment
3.1 Assignment. City hereby assigns and transfers to Cordova, and Cordova hereby
accepts the assignment of. all of City's right, title and interest in and to the Conveyance
Agreement including, without limitation, the right to acquire the Property subject to and in
accordance with the terms thereof. City and Cordova acknowledge and agree that the fair
market value of the Property is the Appraised Value. City and Cordova further agree that
City's assignment to Cordova and Cordova's acquisition of the Property shall constitute a
subsidy from City. and no cash consideration will be required therefor.
3.2 Obligations Not Delegated by Assignment. City shall retain the following
obligations, subject to the terms and conditions of the Conveyance Agreement:
(a) Release of the Trip Deferral Agreement from title to the Property (pursuant
to Section 6.2 of the Conveyance Agreement); and
(b) Reconveyance of any deed(s) of trust securing ROWs obligations under
the SPA III Affordable Housing Agreement (pursuant to Section 6.3 of the Conveyance
Agreement).
Chu/. Vim/OHDC
5/16/96 - redline 3
<i- 5\
ARTICLE 4
Nature of Assignment
4.1 Nature of Assignment. This Agreement, the consummation ot the transaction
herein contemplated, the respective rights and obligations ot the parties hereto, and the Close
ot Escrow under the Conveyance Agreement are subject to and contingent upon the good
faith satisfaction and completion of the following condition precedent which is deemed to
be for the mutual benefit of the parties, or the written waiver thereof:
(a) Convevance AQreement. All conditions precedent set forth in Article 4
of the Conveyance Agreement shall have been satisfied.
4.2 Satisfaction, Waiver and Failure of Condition; Termination. The waiver of this
condition will be effective only if the same is (i) in writing, (ii) signed by the parties. and (iii)
delivered to the other parties before termination of the Agreement. Failure of a condition
to be satisfied or waived within the time provided for satisfying or waiving the condition shall
allow any party not then in default to terminate this Agreement. If any conditions remain
not satisfied (and are not waived) by [DceeR1ber ð 1, 1996] Januarv 1. 1997. then any party
may terminate this Agreement at any time before all conditions are satisfied or waived.
4.3 Performance By The Other Party. Each party's obligation to perform under this
Agreement is subject to material performance of any prior or concurrent obligation of the other
party.
ARTICLE 5
"As Is" Transfer
5.1 Basis of Assignment. City is making absolutely no representations or warranties.
express or implied, with respect to the Property. Except as set forth in this Agreement.
Cordova acknowledges that it is purchasing the Property in reliance solely on (i) Cordova's
inspection of the Property, (ii) Cordova's independent verification of the truth and accuracy
of any documents delivered by City or RDR to Cordova and statements made by City or RDR
to Cordova concerning the Property and its development, (iii) the opinions and advice
concerning the Property and their development of consultants engaged by Cordova and (iv)
the covenants, representations and warranties set forth in this Agreement. Cordova, for itself
and on behalf of its successors and assigns. waives any and all claims against the City relating
to the physical condition of the Property upon transfer except for any breach of City's express
obligations under this Agreement. Cordova, for itself and its successors and assigns, hereby
agrees to indemnify, defend and hold harmless City and each of City's employees, agents.
attorneys, successors and assigns of City ("Indemnified Parties"), from and against any and
all present and future liability, losses, damages (including foreseeable or unforeseeable
consequential damages), penalties. fines. forfeitures. response costs and expenses (including
out-ot-pocket litigation costs and reasonable attorneys' fees) directly or indirectly arising out
of the use, generation, storage, transportation, release. discharge or disposal of Hazardous
Materials (as defined below in Section 5.2) on or in the Property by Cordova or the partners
of Cordova or their respective employees, contractors, subcontractors or agents, including,
without limitation, the cost of any required or necessary repair. cleanup or detoxification and
the preparation of any closure or other required plans.
Chul. V;.,./OHOC
5/16/96 - redline 4
?j ~ 5?-
5.2 Hazardous Materials. The term "Hazardous Materials" means any material or
substance which is (i) defined as a "hazardous waste", extremely hazardous waste", "restricted
hazardous waste", "hazardous material", "hazardous substance", or any similar formation
under or pursuant to any California statute or common law rule; (ii) petroleum and natural
gas liquids as those terms are used in § 1 09( 14) of the Comprehensive Environmental Response,
Compensation & Liability Act, 42 U.S.C. § 6901, et seq. (41 U.S.C. §6903); (iii) asbestos;
(iv) polychlorinated biphenyls; (v) designated as a "hazardous substance" pursuant to §311
of the Clean Water Act, 33 U.S. C.. § 1251. et seq. (33 U.S.C. § 1321) or listed pursuant
to §307 of the Clean Water Act (33 U.S. C. § 1317); (vi) defined as a "hazardous waste"
pursuant to § 1 004 ofthe Resource Conservation & Recovery Act. 42 U.S.C. §6901, et seq.
(42 U.S.C. §6903); or (vii) defined as a "hazardous substance" pursuant to Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601. et seq. (41 U.S.C.
§9601).
5.3 "As Is" Transfer. Except as otherwise set forth in this Agreement, Cordova
will accept each the Property. and the matters relating to the Property listed below, in their
present "as is" condition. The matters are:
(a) Soils. ToDoaraDhv. Etc. Soils and geological condition; topogfaphy. area
and configuration; archeological. prehistoric and historic artifacts. remains and relics;
contamination by Hazardous Materials; endangered species and wetlands.
(b) Utilities Schools. Etc. Availability of utilities, schools, public access.
and fire and police protection.
(c) Districts. The status, special taxes and assessments of any and all
Mello-Roos Community Facility Districts and assessment districts.
(d) Plannina and Zonina. Applicable planning. zoning and subdivision statutes.
ordinances, regulations and permits, the SPA Plan and the Financing Plan.
(e) DeveloDment Fees. The character and amount of any fee or charge which
must be paid by Cordova to develop the Property.
(f) Easements and Encroachments. Any easement, license or encroachment
which is not a matter of public record, whether or not visible upon inspection of the Property;
City warrants to Cordova that City knows of no such easement, license or encroachment.
(g) Other Matters. Any other matter relating to the Property or to the
development of the Property, including, but not limited to. value. feasibility, cost, governmental
permissions, marketing and investment return, except as otherwise expressly provided in this
Agreement.
5.4 No Brokerage Commission or Finder's Fee. Each party warrants to the other
that the warranting party has incurred no obligation, by reason of this Agreement or the
transaction contemplated hereby, for a real estate brokerage commission or finder's fee for
which the other party would be liable. Each party will hold the other party free and harmless
from and against any damage or expense the other party may incur by reason of the untruth
Chul. Viora/OHDC
5/16/96 - redline 5
(J - 5?J
- _.. -..
as to the warranting party of the foregoing warranty. including expenses for attorney's fees
and court costs.
ARTICLE 6
Assignment
6.1 Assignment by Cordova Must be Approved by City. Neither Cordova. nor any
person or entity constituting Cordova, nor any assignee of Cordova's or any such person's
or entity's rights hereunder. wiil have the right or power to assign its or their rights hereunder
without first having obtained City's written approval of any such assignment. Approval of
anyone assignment will not constitute a waiver of City's right to approve or disapprove any
subsequent proposed assignment. Except as stated in the next sentence. City shall have
absolute discretion to withhold its consent to any such assignment. Notwithstanding the
first sentence ofthis Section, City shall approve an assignment of Cordova's rights to a limited
partnership of which OHDC and SBCS are general partners; any such assignee must assume
Cordova's obligation under this Agreement.
6.2 Assignment by City Must be Approved by Cordova. Neither City. nor any person
or entity constituting City, nor any assignee of City's or any such person's or entity's rights
hereunder. will have the right or power to assign its or their rights hereunder without first
having obtained Cordova's written approval of any such assignment. Approval of anyone
assignment will not constitute a waiver of Cordova's right to approve or disapprove any
subsequent proposed assignment. Cordova shall have absolute discretion to withhold its
consent to any such assignment.
6.3 Effect of Approved Assignment. In the event of any such approved assignment,
except as provided in Section 3.2 above, the assignee will be and become (i) the grantor or
grantee, as appropriate, in the Grant Deed; and (ii) the person(s) having the right or obligation
to (a) deliver statements, (b) deliver documents, (c) give approvals. (d) waive conditions, or
(e) make demands, ail as may be permitted or required by this Agreement and notthen already
accomplished by the assignor or another approved assignee.
6.4 Assignor's Obligations. No assignment pursuant to this Article will relieve the
assignor of any of its obligations under this Agreement.
ARTICLE 7
General Provisions
7.1 Gender, Number. Whenever the context requires. the use herein of (i) the neuter
gender includes the masculine and the feminine, and (ii) the singular number includes the plural.
7.2 Business Days. If the (i) stated Closing Date. or (ii) last day for performance
of an act falls upon a day during which Escrow Holder is not open for business, the Closing
Date or such last day, as the case may be. will be the next following regular business day
of Escrow Holder.
7.3 Survival of Provisions. The representations, warranties, agreements and
indemnities set forth in this Agreement will remain operative, will be deemed made at the
Chul. V;"o/OHOC
5/16/96 - redline 6
CZ5' - 5Y
close of this escrow. and will survive the closing and the execution and delivery of City's
grant deed and will not be merged in City's grant deed.
7.4 Authority of Signatories. Each individual signing this Agreement on behalf of
the City warrants that (i) he or she is duly authorized to sign and deliver this Agreement on
behalf of the City in accordance with a duly adopted resolution of the City Council of the
City and (ii) this Agreement is binding upon the City in accordance with its terms. Each
individual signing this Agreement on behalf of a corporation warrants that (i) he or she is duly
authorized to sign and deliver this Agreement on behalf of the corporation. in accordance
with a duly adopted resolution of the board of directors of the corporation or in accordance
with the bylaws of the corporation. and (ii) this Agreement is binding upon the corporation
in accordance with its terms.
7.5 Joint and Several Liability. If either party consists of more than one person,
the liability of each person signing this Agreement will be joint and several.
7.6 Reservation of Discretion. Cordova acknowledges and agrees that nothing
contained in this Agreement is intended to. nor shall have the effect of. reducing the City's
legal authority, discretion or obligation to consider approval or disapproval of future agreements
and other discretionary actions with respect to the property orthe Proposed Project. Cordova
agrees to waive any and all claims against City. Agency. and their respective agents. employees
and representatives arising from the City's election within the scope of its authority and
discretion to disapprove any such agreements or other discretionary actions with respect to
the property or the Proposed Project. Cordova acknowledges and agrees that any such election
by City shall not constitute a breach of this Agreement.
7.7 Captions. Captions in this agreement are inserted for convenience of reference
only and do not define. describe or limit the scope or the intent of this Agreement.
7.8 Exhibits. All exhibits referred to in this Agreement are attached. and are a part
of, this Agreement.
7.9 Entire Agreement. This Agreement, the Conveyance Agreement, the Housing
Agreement and the SPA III Affordable Housing Agreement contain the entire agreement
between the parties relating to the transaction contemplated hereby and all prior or
contemporaneous agreements, understandings, representations and statements, oral or written,
are merged herein.
7.10 Modifications. No modification, waiver or discharge of this Agreement will be
valid unless the same is in writing and signed by the party against which the enforcement
of such modification, waiver or discharge is or may be sought.
7.11 Attorney's Fees and Costs. If either party commences litigation for the judicial
interpretation, reformation, enforcement or rescission hereof, the prevailing party will be entitled
to a judgment against the other for an amount equal to reasonable attorney's fees and court
and other costs incurred.
Chul. V/"s/OHDC
5/16/96 - redline 7
~ - 5:;
7.12 Successors. All terms of this Agreement will be binding upon and inure to the
benefit of the parties and their respective administrators or executors, successors and assigns;
nothing contained in this Paragraph will affect Article 6.
7.13 Counterparts. This Agreement may be executed in any number of counterparts.
each of which will be deemed to be an original. but all of which together will constitute one
instrument.
7.14 Applicable law. This Agreement will be construed and enforced in accordance
with the laws of the State of California.
7.15 Time of Essence. Time is of the essence of each and every provision of this
Agreement in which time is an element.
7.16 Notices. Unless otherwise provided herein, all notices, demands or other
communications given hereunder will be in writing and will be deemed to have been duly
delivered upon personal delivery, or on receipt of a telecopy. or on the second business day
after deposit with Federal Express or other overnight courier service, or as of the second
business day after mailing by United States registered or certified mail. return receipt requested.
postage prepaid. addressed as follows:
If to Citv:
Community Development Director
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attn: Juan Arroyo
Telephone: (619) 691-5047
Telecopier: (619) 691-5214
With CoDies To:
Rancho Del Rey Investors, l.P.
c/o McMillin Project Services. Inc.
2727 Hoover Avenue
National City, California 91950
Attn: Kenneth Baumgartner
Telephone: (619)477-4117
Telecopier: (619) 336-1587
and
Hecht, Solberg, Robinson & Goldberg
600 West Broadway, Eighth Floor
San Diego, California 92101
Attn: R. Martin Bohl, Esq.
Telephone: (619) 239-3444
Chul. Visr./OHDC
5/16/96 - redline 8
?;-Sb
-
Telecopier: (619) 232-6828
If to Cordova:
Orange Housing Development Corporation
217 East Chapman Avenue
Orange, California 92666
Attn: Linda Boone, Executive Director
Telephone: (714) 771-1439
Telecopier: (714) 771-0394
and
South Bay Community Services
315 4th Avenue, Suite E
Chula Vista, CA 91910
Attn: Kathryn Lembo, Executive Director
Telephone: (619) 420-3620
Telecopier: (619) 420-8722
With a Copv To:
Arter & Hadden
700 S. Flower Street. Suite 3000
Los Angeles, California 90017
Attn: Sheldon Chernove. Esq.
Telephone: (213) 629-9314
Telecopier: (213) 617-9255
If to Escrow Holder:
First American Title Insurance Company
411 Ivy Street
San Diego, California 92101
Attn: Escrow Department
Telephone: (619) 238-1776
Telecopier: (619) 231-4696
[signatures on next page]
Chul. V¡m/OHDC
5116/96 - red line 9
~-5~
This Agreement has been executed as of the date set forth at the beginning hereof.
"City"
Date: THE CITY OF CHULA VISTA.
a California municipal corporation
ATTEST
City Clerk By
Mayor of the City of Chula Vista
Approved as to form by:
City Attorney
"Cordova Ventures"
CORDOVA VENTURES. a California joint venture
Date: By: ORANGE HOUSING DEVELOPMENT CORPORATION,
a California non-profit corporation,
A Principal
By
Its Executive Director
Date: By: SOUTH BAY COMMUNITY SERVICES,
a California non-profit corporation.
A Principal
By
Its Executive Director
Chul. V;.,a/OHDC
5/16/96 - redline
iI-- 5~
EXHIBIT "A"
ProDertv DescriDtion
[Ita be auaaRea]] Parcel 2 of Lot 10 of Chula Vista Tract
No. 90-02. Rancho del Rev SPA III. accordina to Parcel
MaD 17675. filed in the Office of the County Recorder of the
County of San Dieao. California. as File No. 1996-0143111. on
March 22. 1996.
Chul. Vim/OHOC
5/16/96 - redline
~59
-
This page blank.
c¿~(pO
EXHIBIT D
MARKED TO SHOW CHANGES FROM PRIOR AGREEMENT
Deletions appear as struck-through taxt surrounded by H.
Additions appaar as double underlined text.
Redlining provided as convenience only with no warranty as to accuracy.
RANCHO DEL REV SPA-III
SECOND AMENDED AND RESTATED
LOW INCOME HOUSING AGREEMENT
RANCHO DEL REV INVESTORS, loP.,
a California limited partnership
"RDW
CORDOVA VENTURES,
a California joint venture
"CORDOVA"
RDR/OHDC
5/16/96 - redline ~~ [ci
TABLE OF CONTENTS
PAGE
ARTICLE 1 Recitals .......................................1
ARTICLE2 Definitions .......................................2
ARTICLE 3 Cordova to Obtain Approvals for and Develop the Proposed Project.. 4
ARTICLE4 Conditions Precedent .................................. 4
ARTICLE 5 Right to Enter ......................................6
ARTICLE6 ImprovementsbyRDR;ParcelMap ........................8
ARTICLE7 TitlePolicy .......................................8
ARTICLE 8 Prorations. Fees Costs and Reimbursements. . . . . . . . . . . . . . . .. 10
ARTICLE 9 Default ...................................f++J.lQ
ARTICLE 10 Assessment Districts .................................11
ARTICLE 11 SPA Plan; Financing Plan ..............................12
ARTICLE 12 Representations, Warranties and Further Disclosures
and Agreements ...............................12
ARTICLE 13 Assignment ......................................16
ARTICLE 14 Hazardous Materials ..............................f+6f12
ARTICLE 15 General Provisions ...................................17
EXHIBITS
"A" Property Description
"B" RDR's Improvements
"C" Items Received By Cordova
OO~@C ~
5/16/96. red line '6 - 101
ill.!lliQ AMENDED AND RESTATED
LOW INCOME HOUSING AGREEMENT
THIS SECOND AMENDED AND RESTATED LOW INCOME HOUSING AGREEMENT
("Agreement") is entered into as of [Ðeeember e. 1 9ge] Mav 22. 1996 between RANCHO
DEL REY INVESTORS, L.P., a California limited partnership ("RDR"), and CORDOVA VENTURES,
a California joint venture ("Cordova") and completely supersedes the Low Income Housing
Agreement entered into as of [Maret'! 7] December 5, 1995 between RDR and Cordova.
ARTICLE 1
Recitals
1.1 The Property. RDR owns that certain real property in the City of Chula Vista,
County of San Diego. State of California, more particularly described on Exhibit" A" attached
(the"Property").
1.2 Development Plan. The Property, as well as other real property owned by RDR
adjacent thereto, has been and will be subjected to and developed in accordance with City
zoning and use regulations designed to produce a planned community for the entire project
known as "Rancho Del Rey". The Property and other portions of Rancho Del Rey will be
encumbered by a Master Declaration of Restrictions ("Master Declaration"). The Master
Declaration does not provide for a master homeowners association.
1.3 The SPA III Affordable Housing Obligation. Pursuantto that certain" Agreement
Concerning Rancho del Rey and Low-Moderate Income Housing" between Rancho del Rey
Partnership and the City of Chula Vista ("City") dated August 7, 1990, RDR, as successor
in interest to Rancho del Rey Partnership. is obligated to provide 23 low income housing units
in connection with its development of SPA III of Rancho del Rey (the "SPA III Affordable
Housing Obligation").
1.4 Conveyance Agreement. Concurrently herewith. RDR and City have entered
into that certain ~ Amended and Restated Conveyance Agreement and Escrow
Instructions ("Conveyance Agreement") pursuant to which RDR agrees to dedicate and grant
the Property to City, and City agrees to receive the dedication and grant of the Property, subject
to and in accordance with the terms of the Conveyance Agreement. The dedication and grant
to City will be made in full satisfaction of the SPA III Affordable Housing Obligation.
1.5 SPA III Affordable Housing Agreement. RDR and City have entered into that
certain Amended and Restated Rancho del Rey SPA III Affordable Housing Agreement dated
as of [Maran 7, 1 9ge and approved by City Resel¡,¡tieA Ne. 17&29] Mav 22. 1996 (the "SPA
III Affordable Housing Agreement"). which describes certain options for and other matters
relating to the satisfaction of the SPA III Affordable Housing Obligation, including the
transactions contemplated by this Agreement.
1.6 Cordova Ventures. Cordova is a California joint venture comprised of Orange
Housing Development Corporation. a California 501 (c)(3) non-profit corporation ("OHDC"),
RDR/OHDC
5/16/96 - redline 1
C¿-(P3
- -...
and South Bay Community Services, a California 501 (c)(3) non-profit corporation ("SBCS"),
and Sares-Regis Group. a general partnership. The charter of OHDC is to develop. own and
operate multi-family residential projects providing affordable housing to low income persons,
and in fulfillment of that charter has considerable experience in the development, ownership
and operation of such facilities. SBCS provides general social services.
1.7 Proposed Project. Cordova (or a limited partnership in which OHDC and SBCS
are general partners) intends to acquire the Property for the purposes of improving it with
a multi-family residential project consisting of forty units and providing affordable housing
for low income persons (the "Proposed Project").
1.8 Assignment Agreement. Concurrently herewith. City and Cordova have entered
into that certain ~Amended and Restated Assignment Agreement ("Assignment
Agreement") pursuant to which City agrees to assign to Cordova. and Cordova agrees to
assume from City, City's rights and obligations under the Conveyance Agreement, subject
to and in accordance with the terms of the Assignment Agreement.
1.9 Disposition and Development Agreement. City and Cordova intend to enter
into a Disposition and Development Agreement and the Redevelopment Agency of the City
of Chula Vista intends to make a loan to Cordova for the development of the Property with
the Proposed Project.
ARTICLE 2
Definitions
Unless the context otherwise indicates. the following shall have the meanings as set
forth in this Article:
2.1 "Acceptance Date" means the date of signature of RDR or Cordova, whichever
is the last to sign this Agreement.
2.2 "Agency" means the Redevelopment Agency of the City of Chula Vista.
2.3 "Agency Loan Agreement" means a loan agreement by which the Agency, in
its sole discretion, agrees to loan funds to Cordova for the Proposed Project.
2.4 "Appraised Value ofthe Property" means $960,000.00, as established by that
certain appraisal by D.F. Davis Real Estate. Inc.. MAl, dated March 3, 1995.
2.5 "Assignment Agreement" means the agreement described in Section 1.8.
2.6 "Cash" means (i) currency, (ii) if acceptable to Escrow Holder, a check or checks
currently dated, payable to Escrow Holder or order and honored upon presentation for payment,
or (iii) funds wire-transferred or otherwise duly deposited into Escrow Holder's account at
Escrow Holder's direction.
RDRiOHOC
5/16/96 - redline 2
~ -&4
2.7 "Closing Date" means the date scheduled for Close of Escrow, and unless
otherwise agreed to in writing by RDR and Cordova or as otherwise set forth herein. the Closing
Date shall be !8elHeFAl3er 1 e] December 31, 1996.
2.8 "Close of Escrow" means the date the Grant Deed to Cordova (pursuant to the
Conveyance Agreement) and other documents are filed for record.
2.9 "City" means the City of Chula Vista.
2.10 "Conveyance Agreement" means the agreement described in Section 1.4 above.
2.11 "County" means the County of San Diego, State of California.
2.12 "Disposition and Development Agreement" means the agreement between City
and Cordova described in Section 1.9.
2.13 "Escrow Holder" means FIRST AMERICAN TITLE INSURANCE COMPANY. whose
address is 411 Ivy Street, San Diego, California 92101.
2.14 "Feasibility Condition" means the condition precedent to Cordova's obligations
set forth in Section 4.2.
2.15 "Feasibility Period" means the period for satisfaction or waiver of the Feasibility
Condition described in Section 4.2(al.
2.16 "General and special real estate taxes" means all charges evidenced by the
secured tax bill issued by the Tax Collector of the County. including. but not limited to. amounts
allocated to (i) County or City general governmental purposes. (ii) bonded indebtedness of
the County or City, (¡ii) bonded or other indebtedness and operating expenses of any school,
college, sewer, water, irrigation, hospital, library, utility. county service. community facilities
district or other district, and (iv) any other lawful purpose.
2.17 "Master Declaration" means the Master Declaration of Restrictions for Rancho
Del Rey, recorded in the Office of the County Recorder of the County of San Diego, on
August 29, 1989, as File/Page No. 89-463940. as the same may have been or may be
amended from time to time.
2.18 "New Parcel Map" means Parcel Map 17675. filed in the Office of the Countv
Recorder of the Countv of San Dieao. California. as File No. 1996-0143111, on March 22,
1996, the new parcel map that ¡'.villl3e preeessea, apI'He. ea aRe] ~ recorded to subdivide
the Property from the remainder of Lot 10 of Map 13176. [UpeR tRe reeerding of tRe ~Jew
Paree! Map, the new legal aeseription ef tRe Property as estal3lished by the New Pareel Map
',Jill replaee tRe legal description en E)!hibit "A" attached fer all p\,lrßoses. The Ð)(Bet preperty
liAes ef the Prepertt as sho'~. R eR the ~Jew Pareel Map may vary sliêJhtly from these she""'A
en E)!hibit "^", l3\,1t Aeither any sueh '¡ariations nor any easemeRts aeaieatea or otRer R9atters
she""'A eR tRe New Pareel Maß gRaIl FAaterially iR9pair Cera eva's aBility to develeß tRe Proposes
~
RDRIOHOC
5/16/96 - redline 3
~./W
2.19 "Notice of Annexation" means the Notice of Declaration of Annexation, Imposition
of Additional Restrictions and Covenants and Notice of Designation of Architectural Review
Committee to be recorded by RDR Investors. L.P.. in connection with the acquisition of the
Property by City.
2.20 "Opening of Escrow" means the date of, and act of. Escrow Holder signing
the "Consent of Escrow Holder" attached to this Agreement.
2.21 "Phase I Investigation" means the Preliminary Site Assessment for RDR SPA III
prepared by Geocon.lnc., June 1989, File No. D-4228-R02; the Preliminary Site Assessment
with Limited Soil Sampling and Laboratory Testing for RDR SPA III prepared by Geocon, Inc..
February 1991, File No. 08267-06-01 with addendum letter dated March 15, 1991; and the
Report of Phase 1 Environmental Site Assessment, prepared by Law-Crandall. Inc., dated
September 9, 1994. Portions of Rancho del Rey SPAs II and III. northeast of Rancho del Rey
Parkway and south of East "H" Street. Chula Vista, California. (Items 21, 22 and 23 of
Exhibit "C"). Cordova acknowledges having received copies of the Phase I Investigation.
2.22 "Proposed Project" means the project proposed to be developed by Cordova
described in Section 1.7 above.
2.23 "SPA III Affordable Housing Agreement" means the agreement between RDR
and City described in Section 1.5.
2.24 "Title Insurer" means FIRST AMERICAN TITLE INSURANCE COMPANY. with
offices at 411 Ivy Street. San Diego, California 92101.
ARTICLE 3
Cordova to Obtain Approvals for and Develop the Proposed Project
3.1 Cordova agrees to use good faith efforts and due diligence to obtain all required
approvals, tax credit allocations. and do all things reasonably required to satisfy all conditions
to this Agreement, the Conveyance Agreement and the Assignment Agreement and otherwise
obtain approval of the Proposed Project and cause escrow for the Property to close, and once
construction has commenced for the Proposed Project. to diligently pursue the completion
of the Proposed Project.
3.2 RDR and Cordova agree to use good faith efforts to satisfy the conditions
precedent to this Agreement and to cause escrow to close under the Conveyance Agreement.
Nothing contained in this Section 3.2 shall limit Cordova's rights to terminate this Agreement
during the Feasibility Period.
ARTICLE 4
Conditions Precedent
4.1 Conditions Precedent. This Agreement. the consummation of the transaction
herein contemplated. the respective rights and obligations of the parties hereto, and the Close
of Escrow are subject to and contingent upon the good faith satisfaction and completion of
each of the following conditions precedent which are deemed to be for the mutual benefit
RDRlOHDC
5/16/96 - redline 4
~ / lclo
of the parties, or the written waiver thereof by the parties. which are more particularly set
forth below. The time for the approval and satisfaction of each of the conditions precedent
are specified in the paragraphs below.
4.2 Feasibility Condition. Cordova's obligation to purchase the Property is subject
to Cordova approving its feasibility study of constructing the Proposed Project on the Property.
Such condition is referred to herein as the "Feasibility Condition".
(a) The Feasibilitv Period and Cordova's Indeoendent InvestiGation. Unless
this Agreement is earlier terminated, Cordova shall have until 5 p.m. California time on the
earlier of: (i) sixty (60) calendar days after the receipt by Cordova of a letter from the California
Tax Credit Allocation Committee ("TCAC") confirming a preliminary award of low income
housing tax credits and (ii) fMayf ~ 1, 1996 (the "Feasibility Period") to conduct and
approve all of its investigations and studies, including. but not limited to. investigating the
economic feasibility of building Cordova's Proposed Project; the condition of title to the
Property, including the items set forth in the Preliminary Title Report described in Article 7
below; the physical status of the Property; proposed grading and other planned physical
changes; tentative map conditions; use permits; the City's Financing Plan; the City's SPA
Plan; the City's Planned Community District Regulations; the City's Residential Design
Guidelines; the availability of water and other utilities; the environmental condition of the
Property and the surrounding properties; federal. state. County and City fees, policies and
regulations; the environmental impact report approved by the City; City thresholds for develop-
ment; the likelihood of the City's approval of the Proposed Project and whether Cordova will
be permitted to build the same; whether occupancy permits are likely to be issued; proposed
and existing assessment districts; Mello Roos Community Facilities Districts; planning, zoning
and other land use considerations and requirements; agreements; economic feasibility studies
and all related matters.
(b) Satisfaction or Waiver. Satisfaction or waiver of the Feasibility Condition
shall be evidenced by Cordova so notifying Escrow Holder and RDR in writing prior to expiration
of the Feasibility Period.
(c) Failure of Satisfaction or Waiver. Failure of the Feasibility Condition to
be satisfied or waived by Cordova within the Feasibility Period shall entitle Cordova or RDR
to terminate this Agreement. Cordova shall communicate any failure of the Feasibility Condition
in writing to RDR on or before the expiration of the Feasibility Period. Should the Feasibility
Condition fail, Cordova and RDR shall each execute escrow cancellation instructions whereby
Cordova and RDR terminate this Agreement, the Conveyance Agreementand the Assignment
Agreement, and release one another. the City, the Property and Escrow Holder from any
obligations under this Agreement, the Conveyance Agreement and the Assignment Agreement.
with respect to the Property.
RDRlOHDC
5/16/96 . redline 5
c¿/1v7
-,_.-
(d) Time Is of The Essence. TIME IS OF THE ESSENCE AND UNLESS THIS
AGREEMENT IS SOONER TERMINATED. THE FEASIBILITY PERIOD IS TO BE STRICTLY
CONSTRUED AS EXPIRING ON THE DATE STATED IN THIS ARTICLE.
Cordova's Initials
4.3 Other Conditions Precedent. Close of Escrow is subject to the following
conditions:
(a) Other Agreements. RDR, City and Cordova, as appropriate, in their sole
discretion, shall have entered into the SPA III Affordable Housing Agreement, the Conveyance
Agreement, the Assignment Agreement. and the Housing Agreement. It is intended that this
condition be satisfied before. and will be recognized as satisfied when, Cordova makes its
application for a preliminary allocation of low income housing tax credits from the California
Tax Credit Allocation Committee.
(b) Tax Credits. Cordova shall have received a preliminary allocation of low
income housing tax credits from the California Tax Credit Allocation Committee by fAf*iIt
Auaust 15. 1996 in an amount not less than $3.503,722 for Federal tax credits and
$1,215,164 for California tax credits, or such lesser amount for each category as is acceptable
to Cordova in Cordova's sole discretion.
(c) Disposition and Development Agreement. City and Cordova shall have
entered into a Disposition and Development Agreement by ~ ~ 15, 1996 (or
[£eßteR'1ber] November 15, 1996 if RDR consents to the extension. which consent shall be
granted if Cordova is diligently proceeding with negotiation of the DDA), relating to the
development of the Property with the Proposed Project. and all conditions in the Disposition
and Development Agreement have been satisfied.
(d) Agency Loan Agreement. Agency and Cordova shall have entered into
the Agency Loan Agreement by ~ ~ 15, 1996 (or [£eßteR'1Ber] November 15,
1996 if RDR consents to the extension, which consent shall be granted if Cordova is diligently
proceeding with negotiation of the DDA), for the loan from Agency to Cordova forthe Proposed
Project in an amount not less than the amount approved by Agency and City pursuant to duly
adopted resolutions on [March 7, 1 995] Mav 21. 1996.
[(e) ~Je.. Pareel Ma 9. Cit, shall have apßra. eel the ~Jew Parcel Map, aReI the New Pareel Maß
shall have BeeR rccareleel Rat later than iR'1R'1eeliately before Close af Eseraw.]
4.4 Satisfaction, Waiver and Failure of Conditions; Termination. The satisfaction
or waiver of a condition will be effective only if the same is (i) in writing, (ii) signed by the
parties and (iii) delivered to Escrow Holder and the other parties before termination of the
Agreement. Failure of a condition to be satisfied or waived within the time provided for
satisfying or waiving the condition shall allow any party not then in default under this
Agreement to terminate this Agreement. If any conditions remain not satisfied (and are not
RDRlOHDC
5/16/96 - redline 6
?5 / lo~
~ ..-
waived) by [DeOOFRBOr 31. 1996] Januarv 1. 1997. then any party may terminate this
Agreement at any time before all conditions are satisfied or waived.
4.5 Performance By The Other Party. Each party's obligation to perform under this
Agreement is subject to material performance of any prior or concurrent obligation of the other
party.
ARTICLE 5
Right to Enter
5.1 Right to Enter the Property. Cordova. its venture partners and their respective
employees. agents and independent contractors may prior to the Property Turnover Date (as
defined in Section 6.1 below) reasonably go upon the Property to inspect. survey and test
the Property and to design Cordova's planned improvements and the like. Cordova will hold
RDR and the Property harmless from any claim, cost. lien, action or judgment (including,
without limitation, RDR's attorney's fees and defense costs) (i) incurred by or through Cordova
for the services of surveyors. engineers. architects and others. or (ii) incurred by reason of
any personal injury or property damage resulting from any accident, hazardous waste spill
or other event resulting from such entries by Cordova or its agents, employees or independent
contractors. Cordova will not be liable or responsible for temporary damage to the Property
which is reasonably necessary to the investigation of its physical characteristics. including
soils tests and surveying; provided, however. that Cordova shall promptly cause any test
pits and borings to be back-filled and properly compacted. Termination of this Agreement
will not terminate Cordova's obligations hereunder. Should Cordova's right to purchase the
Property terminate. Cordova will. immediately after such termination, at Cordova's sole cost,
return the Property to its physical condition immediately before such damage or as close thereto
as reasonably possible. RDR will give possession of the Property to Cordova on the Property
Turnover Date.
Cordova agrees to give RDR at least two weeks prior written notice before entering
the Property when the purpose of such entry is to conduct an environmental or hazardous
materials surveyor study.
5.2 Insurance. As a condition of the right of entry granted in Section 5.1, Cordova
shall secure and maintain, at Cordova's sole cost. the following policies of insurance. in which
Cordova shall be a named insured and shall include coverage of Cordova's and its agents'
contractors', subcontractors' and employees' activities on or in any way relating to the
Property: (a) Broad Form comprehensive or commercial public liability insurance, including
direct contractual and contingent liability coverages, with limits of not less than $1,000,000
per occurrence for bodily injury, property damage or personal injury, and $2,000,000 general
policy aggregate (or alternatively $1,000,000 on a per project basis); (b) comprehensive
automobile liability insurance with limits of not less than $500,000 for personal injury to.
or death of, anyone person, $1.000,000 for bodily injury to. or death of. from anyone accident
or occurrence (alternatively $1,000,000 combined single limit for anyone accident or
occurrence). and $500,000 for property damage in anyone accident; (c) workers' compensa-
tion in accordance with the provisions of California law; and (d) employer's liability insurance
of not less than $1,000,000. The policies of insurance described in clauses (a) and (b) above
will each name RDR and McMillin Project Services, Inc. as additional insured parties pursuant
RDRlDHDC
5/16/96 - redline 7
~~1c9
to a Form B or similar endorsement and contain a provision that such policy may not be
terminated without thirty (30) days' written notice of the proposed termination to RDR (except
that only ten (10) days' written notice of termination shall be required for nonpayment of
premium). Certificates of insurance evidencing the insurance policies described in this
paragraph will be delivered by Cordova to RDR before entry onto the Property by Cordova
or its agents or contractors. Claims made coverage is unacceptable. The insurance coverage
required by this Section 5.2 may be provided under a "blanket" policy or policies of insurance
also covering other locations, so long as the requirements of this Section are met. Before
undertaking any activity on the Property which requires a permit from the appropriate
governmental agency. Cordova will obtain such permit and pay any fee or expense required
to obtain or carry out said permit. Any contractor. surveyor. engineer or similar provider of
materials or services who enters the Property on behalf of Cordova must also obtain similar
insurance if RDR requests they do so.
ARTICLE 6
Improvements by RDR; Parcel Map
6.1 Improvements; Condition of the Property. RDR shall have no obligation to
complete any improvements to or for the benefit of the Property except as follows. RDR
agrees, at its expense, to cause RDR's Improvements described on Exhibit "B" to be completed
by~ December 15.1996. subject in both cases to delays outside of RDWs reasonable
control. RDR shall keep the Property in good condition and free from weeds and erosion and
properly maintain any siltation basins affecting the Property until Close of Escrow.
6.2 Walk Through. On or before ~ December 15. 1996, Cordova and RDR
shall walk through and inspect the Property. Should the Property not materially conform to
the requirements of Section 6.1 above for the condition of the Property, RDR agrees, at its
expense, to promptly repair the Property so that it is in conformance with the requirements
of Section 6.1. RDR shall complete such repairs as soon as reasonably possible after the
walk through (subject to delays outside of RDWs reasonable control). Minor "punch-list" items
may be completed after Close of Escrow.
6.3 Additional Improvements. Cordova. and not RDR, shall be responsible for any
additional improvements to the Property necessary or appropriate for Cordova's Proposed
Project.
6.4 Risk of Loss. All risk of loss for changes in the physical condition of the Property
shall remain on RDR with respect to the Property until Close of Escrow. However, material
damage to the Property prior to Close of Escrow by reason of earthquake shall give each
Cordova and RDR the right to terminate this Agreement.
[6.6 Ne'" Pareel Maß. ROR a¡¡cees to ßraeess the ~Je.1 Parcel Map with reasonaBle Elili¡¡enee.]
ROP/OHOC
5/16/96 - redline 8
~~1D
ARTICLE 7
Title Policy
7.1 Title Policy. RDR shall. at Close of Escrow. pay for an AL T A Standard Owners
Policy of Title Insurance. with Western Regional Exceptions (the "Title Policy") from Title
Insurer. with liability in the amount of the Appraised Value of the Property. insuring that fee
title to the Property vests in Cordova subject only to:
(a) All standard exceptions and exclusions from coverage set forth in the
Title Policy.
(b) General and special real estate taxes and assessments (including, but
not limited to, the districts referred to in Article 1 0 below) which are, as of the close of this
escrow, not delinquent and supplemental taxes. if any. assessed pursuant to California Revenue
and Taxation Code Section 75 and following.
(c) Easements dedicated on the New Parcel Map, any other final map of
the Property or reserved in the grant deeds or otherwise required for development of the
Property.
(d) The reservation of water rights and any power of termination set forth
on the grant deed pursuant to the Conveyance Agreement.
(e) The Addendum to Grant Deed pursuant to the Conveyance Agreement.
(f) The covenants. conditions and restrictions established pursuant to the
Master Declaration and the Notice of Annexation (including any supplemental restrictions
pursuant to the Conveyance Agreement).
(g) Any lien or other encumbrance voluntarily imposed by Cordova.
(h) All "Permitted Exceptions" determined pursuant to Section 7.4 below.
7.2 ALTA Extended Policy. Cordova may, at Cordova's option. direct Escrow Holder
to procure an AL TA owner's policy of title insurance from Title Insurer which eliminates certain
or all of the Western Regional Exceptions or includes indorsements which expand coverage,
provided Close of Escrow would not be thereby delayed beyond the Closing Date. Cordova,
and not RDR, shall be responsible to pay any added premium or other costs of such additional
coverage. Cordova, and not RDR. shall be responsible to provide and pay the costs of any
survey required for the AL T A policy or such indorsements. Cordova shall have no right to
condition its obligations under this Agreement on its approval of a survey.
7.3 Preliminary Report. RDR will cause Title Insurer to issue a Preliminary Report
as soon as possible and promptly deliver to the parties a copy thereof, together with a copy
of each recorded document referred to in the Preliminary Report and a composite plan prepared
by Title Insurer showing the locations of easements. Cordova shall have until the end of the
Feasibility Period in which to review the Preliminary Report and related documents.
RDRlOHDC
5/16/96 - redline 9
73-~ 1 \
7.4 Permitted Exceptions. Unless Cordova delivers to RDR before the end of the
Feasibility Period, written notice of disapproval of the state of title to the Property. all
exceptions (other than moftgages, deeds of trust or mechanic's liens) listed in the Preliminary
Report will be deemed to be "Permitted Excep tions". In lieu of simple approval or disapproval
of the state of title. Cordova may at its option deliver to RDR. on or before the end of the
Feasibility Period. Cordova's conditional approval thereof accompanied by a written statement
of the exceptions listed therein that are objected to by Cordova ("Title Objections") and which
must be removed by RDR in order for Cordova's approval to become unconditional; provided,
however, that Cordova shall have no right to object to matters set forth in Sections 7.1 (a),
7.1 (b), 7.1 (d), or 7.1 (g), inclusive, above and such matters shall not be considered Title
Objections. In the event Cordova does provide such conditional approval and list of Title Ob-
jections, RDR will, within five (5) days after receipt of Cordova's Title Objections. respond
in a writing delivered to Cordova and to Escrow Holder in which RDR. as to each exception
objected to by Cordova, either (i) agrees to remove (or cause to be removed) the exception
at or before the Close of Escrow, or Oi) states ROWs unwillingness or inability to remove the
exception in question. RDR's failure to respond timely to Cordova's conditional approval and
list of Title Objections will be deemed conclusively to be RDR's unwillingness to remove any
of the Title Objections. If RDR does agree to remove all the Title Objections. then only those
exceptions listed in the Preliminary Report not objected to by Cordova will be Permitted Excep-
tions. If RDR does not agree to remove all the Title Objections. then Cordova will, within
five (5) days after receipt of ROWs notice stating unwillingness or inability to remove any
Title Objection. in a writing delivered to RDR and to Escrow Holder, at Cordova's sole option
either (a) terminate this Agreement. or (b) waive those Title Objections not agreed to be
removed by RDR. in which case all exceptions listed in the Preliminary Report. other than
the Title Objections agreed to be removed by RDR. will be Permitted Exceptions. Cordova's
failure to respond. timely, to RDR's written response to Cordova's conditional approval and
list of Title Objections will be deemed conclusively to be Cordova's election to waive the Title
Objections not agreed to be removed by RDR. Notwithstanding anything in the foregoing
to the contrary. in no event will any mortgage. deed of trust or mechanic's lien be deemed
to be a Permitted Exception.
Nothing in this Section 7.4 shall limit or otherwise affect Cordova's right in
its sole and aBsolute discretion to disapprove the suitability of the Property pursuant to
Section 4.2.
RDR and Cordova shall instruct Escrow Holder to attach a list of the Permitted
Exceptions as Schedule 1 to the Grant Deed under the Conveyance Agreement.
ARTICLE 8
Prorations. Fees. Costs and Reimbursements
8.1 Supplemental Taxes. Should any supplemental taxes with respect to the Property
be levied and billed after Close of Escrow pursuant to California Revenue and Taxation Code
Sections 75 and following such taxes shall be the obligation of Cordova except for supplemental
taxes levied by reason of improvements to the Property or transfer of the Property before
Close of Escrow, which portion, if any, will be the obligation of RDR. RDR shall pay
supplemental taxes. if any, for which RDR is responsible within thirty (30) days after Cordova
RDRlDHDC
5/16/96 - redline 10
?),ry:l-
provides RDR with a demand for payment accompanied with reasonable documentation from
the County that such sum is payable by RDR pursuant to this Section.
8.2 Fees. Cordova, and not RDR, shall be responsible for any and all fees,
assessments and charges relating to the development of Property, and the construction and
the operation of Cordova's Proposed Project.
8.3 Deposits. In the event RDR has made deposits with any governmental entity
or utility, and any such deposit exceeds actual costs of the project. RDR shall be entitled to
the return of the excess of such deposit over costs. Should said excess deposit be returned
to Cordova, Cordova shall immediately reimburse RDR for same.
ARTICLE 9
Default
9.1 Breach. A material breach of the Assignment Agreement or the Disposition
and Development Agreement by Cordova shall be considered a material breach of this
Agreement by Cordova. A material breach of the Conveyance Agreement by RDR shall be
considered a material breach of this Agreement by RDR. Time is expressly stated to be of
the essence of each and every provision of this Agreement wherein time for performance
is set forth. In all other respects, the parties hereto covenant to perform their obligations
in an expeditious manner. Failure to comply with this provision shall be a material breach
of this Agreement. In the event that Cordova or RDR fails to perform pursuant to this Agree-
ment, the other party shall have the right to terminate this Agreement and seek any available
remedies. City shall have the right, but no obligation. to cure any material breach of this
Agreement by Cordova and thereby succeed to Cordova's rights and obligations hereunder.
9.2 Certain Rights of RDR if Agreement Terminated. Should this Agreement be
terminated for any reason other than a material default by RDR, Cordova agrees to do the
following at no cost to RDR:
(a) Transfer of Plans. To transfer to RDR the non-exclusive right to use the
working drawings for Cordova's Proposed Project; provided. however. Cordova's obligation
to transfer such rights to RDR is subject to the obtaining of any consent required by the
preparer of the plans. Cordova will use its reasonable efforts to obtain such consent, but
Cordova shall have no obligation to incur any out-of-pocket expenses to obtain such consent.
Such assignment shall be made without any warranties. expressed or implied.
(b) Cooperation. To reasonably cooperate with RDR in the transition to RDR
of the development of the Property by assigning to RDR at its request any development permits
or entitlements and similar item obtained by Cordova for the Property (excluding any low income
tax credits obtained by Cordova) and by informing RDR of the status of any pending permits
or entitlements for the Property.
RDRiOHOC
5/16/96 - redline 11
c¿ - 73
ARTICLE 10
Assessment Districts
10.1 Disclosure. RDR discloses to Cordova that the following assessment districts
encumber the Property and represents that RDR has no actual knowledge of any other
assessment district(s) encumbering the Property:
(a) Community Facilities District No.3 Chula Vista School District, established
pursuant to an agreement entered into between Chula Vista City School District and RDR.
This is a so-called "Mello-Roos" district.
(b) Community Facilities District No.3 - Sweetwater Union High School
District. established pursuant to an agreement entered into between RDR and the Sweetwater
Union High School District. This is also a Mello-Roos district.
(c) Assessment District No. 87-1. established for the widening and other
improvements to H Street.
(d) Otay Water District Improvement District ID-27 established for regional
water storage and improvements. to be owned by Otay Municipal Water District. The formation
of this district does not reduce or eliminate hook-up charges or capacity fees.
(e) Open Space Maintenance District No. 20, established to maintain
designated open space areas within Rancho Del Rey. RDR is informed that the Property will
be "detached" from Open Space Maintenance District No. 20 and will be "attached" to Open
Space Maintenance District No.1 before Close of Escrow.
10.2 Cordova's Investigation. Cordova acknowledges that will conduct its own
investigation of each district and any proposed assessment district and became familiar with
each of the same during the Feasibility Period.
ARTICLE 1 1
SPA Plan; Financing Plan
11.1 Disclosure. Cordova acknowledges that RDR disclosed to Cordova that, in addi-
tion to other governmental laws. regulations and policies, the Property is subject to (i) the
SPA Plan, and (ij) the Financing Plan. Among other requirements, these documents require
compliance with Design Guidelines and require a design review process which is applicable
to plans and specifications to be submitted by Cordova to the City for Cordova's Proposed
Project. The conditions of approval of the tentative map for CHULA VISTA TRACT 90-02
and the Financing Plan. among other matters, impose a public facility phasing plan which
conditions the right to improve and occupy improvements to the Property. Included among
these requirements, as set forth in the Financing Plan, are a Development Phasing Plan, a
Public Facility Phasing Plan and Regional Transportation Facility Phasing. These requirements
are, however, subject to change by the City.
11.2 Regional Transportation Facility Phasing. RDR has no obligation to Cordova
to cause any of the Regional Transportation Facilities requirements (set forth on pages 51
RDfl/OHDC
5/16/96 - redline 12
~-7~
through 53 of the Financing Plan) to be satisfied. Cordova acknowledges its understanding
that (i) these requirements relate to Cumulative Regional Development from Rancho Del Rey
and other areas within the region and that the level of such development could impact the
ability to develop the Property, (ii) completion of the Regional Transportation Facilities is not
within RDR's control, and (iii) the Regional Transportation Facilities requirements are not the
only "thresholds" imposed by the City.
ARTICLE 12
Representations, Warranties
and Further Disclosures and Agreements
12.1 Basis of Purchase. Except as set forth in this Agreement, Cordova acknowledges
that it is purchasing the Property in reliance solely on (i) Cordova's inspection of the Property.
(ii) Cordova's independent verification of the truth and accuracy of any documents delivered
by RDR to Cordova and statements made by RDR to Cordova concerning the Property and
its development, (iii) the opinions and advice concerning the Property and their development
of consultants engaged by Cordova and (iv) the covenants, representations and warranties
set forth in this Agreement.
12.2 "As Is" Purchase. Except as provided in Sections 6.1 and 6.2 above and as
otherwise set forth in this Agreement. Cordova will accept each the Property, and the matters
relating to the Property listed below, in the present "as is" condition. The matters are:
(a) Soils Toooaraohv. Etc. Soils and geological condition; topography, area
and configuration; archeological. prehistoric and historic artifacts, remains and relics;
contamination by Hazardous Materials; endangered species and wetlands.
(b) Utilities. Schools. Etc. Availability of utilities. schools, public access,
and fire and police protection.
(c) Districts. The status, special taxes and assessments of any and all
Mello-Roos Community Facility Districts and assessment districts.
(d) Plannina and Zonina. Applicable planning, zoning and subdivision statutes,
ordinances, regulations and permits, the SPA Plan and the Financing Plan.
(e) Develooment Fees. The character and amount of any fee or charge which
must be paid by Cordova to develop the Property. Cordova. and not RDR. shall be responsible
for any and all fees, assessments and charges relating to the development of Property, and
the construction and the operation of Cordova's Proposed Project.
(f) Easements and Encroachments. Any easement. license or encroachment
which is not a matter of public record. whether or not visible upon inspection of the Property;
RDR warrants to Cordova that RDR knows of no such easement. license or encroachment.
(g) Other Matters. Any other matter relating to the Property or to the
development of the Property, including, but not limited to, value, feasibility, cost, governmental
RDRlOHDC
5/16/96 - red line 13
t-~5
permissions, marketing and investment return, except as otherwise expressly provided in this
Agreement.
12.3 Otay Municipal Water District's Quarterly Water Allocation Program. The Otay
Municipal Water District has or had a water allocation program which covers Rancho Del Rey
and other areas. RDR has been informed by the District that it has suspended indefinitely
their water allocation program. Cordova will conduct its own investigation of the availability
of water and the District's policy regarding termination of the allocation of water to the
Property. Should the Otay Municipal Water District require an express assignment of water
allocation rights with respect to any water meters installed on the Property purchased by
Cordova, RDR will assign the rights to Cordova. The assignment shall be without any
warranties, expressed or implied.
Should the water allocation program be reinstated. then at Cordova's request and subject
to any previous obligations of RDR to do so, RDR agrees to use its reasonable best efforts
(at no expense to RDR other than reasonable general and administrative expenses) to obtain
water allocations for the Property pursuant to and subject to the rules and policies of the Otay
Municipal Water District (if its water allocation program is reinstated) and any other relevant
jurisdiction in effect as of the date of this Purchase Agreement. Cordova agrees to make
any request for RDR to exercise such reasonable best efforts at least ninety (90) days before
the date the water allocation is needed.
Provided that Cordova has satisfied its obligations under this Section 12.3 (e.g., made
a request for water allocations at least ninety (90) days before they are needed), RDR agrees
that should such an allocation(s) not be granted by the District for the Property, and should
RDR hold an unused water allocation(s) previously granted by the District to RDR for use in
Rancho Del Rey, RDR will make the unused allocation(s) available to Cordova for the Property,
subject to the District's policies and requirements based on the water allocation program which
is currently suspended and subject further to any previous obligations of RDR to do so. In
no event shall RDR be obligated to supply an allocation held by RDR for a water allocation
which Cordova has allowed to elapse. RDR's obligations to make RDR's water allocations
available to Cordova for the Property shall expire two years after Close of Escrow.
12.4 No Brokerage Commission or Finder's Fee. Each party warrants to the other
that the warranting party has incurred no obligation, by reason of this Agreement or the
transaction contemplated hereby, for a real estate brokerage commission or finder's fee for
which the other party would be liable. Each party will hold the other party free and harmless
from and against any damage or expense the other party may incur by reason of the untruth
as to the warranting party of the foregoing warranty, including expenses for attorney's fees
and court costs.
12.5 Tentative Tract Map Conditions. Cordova acknowledges that it shall review
the Resolution of Approval for the Tract which covers the Property. Cordova agrees to fulfill
those conditions specified therein which are applicable to the Property and not otherwise
required to be satisfied by RDR pursuant to this Agreement.
RDRlOHDC
5/16/96 - redline 14
3-~b
12.6 Master Declaration and Notice of Annexation. Cordova acknowledges that it
has received and shall review a copy of the Master Declaration and the Notice of Annexation
which will impose supplemental restrictions on the Property.
12.7 No VA Approval. Cordova acknowledges that the Master Declaration has not
been submitted to the Veterans Administration for approval and acknowledges that RDR has
made no representation regarding the availability of Veterans Administration financing for
the proposed development of the Property.
12.8 Acknowledgment of Receipt. Cordova acknowledges receiving copies of each
of the items described on Exhibit "C" attached hereto. RDR represents that it has no actual
knowledge of any information material to development of the Proposed Project on the Property
not previously disclosed to Cordova.
12.9 Notice of Special Tax. Cordova acknowledges having received from RDR a
Notice of Special Tax pertaining to the two Mello Roos Community Facilities Districts to which
the Property is subject. Cordova shall prior to execution of this Agreement sign and deliver
to RDR a copy of the Notice of Special Tax.
12.10 Other Warranties and Representations. Each party warrants to the other that
it is authorized to enter into this Agreement. Each person signing this Agreement on behalf
of a party warrants to the other party that he or she is authorized to sign this Agreement on
behalf of such party. RDR warrants and represents to Cordova as follows:
(a) No Possessorv Riqhts. RDR knows of no unrecorded agreement or
instrument which creates third party possessory rights to the Property and RDR covenants
to give possession of the Property to Cordova at Close of Escrow.
(b) No Mechanics' Liens. RDR warrants to Cordova that the Property will
be conveyed to Cordova at Close of Escrow free of any mechanics' or materialmen's liens
or rights of lien caused by ROWs activities.
(c) RDWs Authoritv. RDR is the owner in fee simple absolute of the Property
and has the full right. capacity. power and authority to enter into and carry out the terms
of this Agreement.
(d) Hazardous Materials. GEOCON, Inc. and Law-Crandall, Inc. have
conducted the Phase I Investigation of whether any Hazardous Materials (as defined in
Section 13.1 below) have been released on or beneath any of the Property which would be
in violation of any applicable federal, state or local law. ordinance or regulation relating to
Hazardous Materials. Cordova acknowledges having received the Phase 1 Investigation reports
(Items 21, 22 and 23 of Exhibit "C"). RDR represents that the Phase I Investigation sets
forth all of RDWs actual knowledge regarding the existence of Hazardous Materials on the
Property.
(e) Eminent Domain. RDR has no actual knowledge of any eminent domain
actions or proposed road widening adversely affecting the Property not previously disclosed
to Cordova.
RDRIOHDC
5/16/96 - redline 15
C¡5-~7
(f) Fees. RDR has no actual knowledge of any proposed new governmental
fees not previously disclosed to Cordova.
(g) Utilities. RDR represents that on the Closing Date, all public utilities
required to serve the Proposed Project will be delivered to the property line of the Property.
All of the representations and warranties made by RDR in this Section 12.10 which
are limited to the actual knowledge of RDR are based upon the actual knowledge of Denny
Cuccarese, Kenneth Baumgartner, Virgil Elliott and Kenneth Scretton only, and are further
based upon the actual knowledge of such individuals as of the Acceptance Date (and. upon
Cordova's request. shall be made again as of Close of Escrow) without any duty of investigation
orinquiry. Such individuals are making such representations and warranties on behalf of RDR
and not in their individual capacities. As a result, RDR shall be liable (and not such individuals)
in the event any such representations or warranties are breached. If Cordova closes escrow
with actual knowledge of the material breach or inaccuracy of any such representations and
warranties, Cordova shall be deemed to have waived any and all claims it may have against
RDR for any such breach or inaccuracy.
ARTICLE 13
Hazardous Materials
13.1 Hazardous Materials. The term "Hazardous Materials" means any material or
substance which is (i) defined as a "hazardous waste". extremely hazardous waste", "restricted
hazardous waste", "hazardous material", "hazardous substance", or any similar formation
under or pursuant to any California statute or common law rule; (ii) petroleum and natural
gas liquids as those terms are used in § 1 09( 14) of the Comprehensive Environmental Response,
Compensation & Liability Act. 42 U.S.C. § 6901. etseq. (41 U.S.C. §6903); (iii) asbestos;
(iv) polychlorinated biphenyls; (v) designated as a "hazardous substance" pursuant to §311
of the Clean Water Act, 33 U.S.C.. § 1251. etseq. (33 U.S.C. §1321) or listed pursuant
to §307 of the Clean Water Act (33 U.S.C. §1317); (vi) defined as a "hazardous waste"
pursuant to § 1 004 of the Resource Conservation & Recovery Act, 42 U.S.C. §6901, et seq.
(42 U.S.C. §6903); or (vii) defined as a "hazardous substance" pursuant to Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601. et seq. (41 U.S.C.
§9601).
13.2 Indemnity of ADA. As a material inducement to RDR. without which RDR would
not have agreed to the terms set forth herein, Cordova, for itself and its successors and assigns,
hereby agrees to indemnify, defend and hold harmless RDR and each of RDR's partners. and
the employees, agents, attorneys, shareholders. members, managers, successors and assigns
of RDR and RDR's partners ("Indemnified Parties"), from and against any and all present and
future liability, losses, damages (including foreseeable or unforeseeable consequential damages),
penalties, fines, forfeitures. response costs and expenses (including out-of-pocket litigation
costs and reasonable attorneys' fees) directly or indirectly arising out of the use, generation.
storage, transportation, release, discharge or disposal of Hazardous Materials on or in the
Property by Cordova, its joint venture partners, successors. assigns or their respective
employees, contractors, subcontractors or agents, including, without limitation, the cost of
any required or necessary repair, cleanup or detoxification and the preparation of any closure
or other required plans.
RDRIOHDC
5/16/96 - redline 16
(j°- r¡f;
13.3 Indemnity of Cordova. As a material inducement to Cordova. without which
Cordova would not have agreed to the terms set forth herein. ADA. for itself and its successors
and assigns, hereby agrees to indemnify. defend and hold harmless Cordova and each of
Cordova's partners, and the employees, agents, attorneys. shareholders. members, managers,
successors and assigns of Cordova and Cordova's partners ("Indemnified Parties"), from and
against any and all present and future liability, losses. damages (including foreseeable or
unforeseeable consequential damages). penalties. fines, forfeitures, response costs and
expenses (including out-of-pocket litigation costs and reasonable attorneys' fees) directly or
indirectly arising out of the use, generation. storage, transportation, release. discharge or
disposal of Hazardous Materials on, in or around the Property by ADA or its employees,
contractors, subcontractors or agents, including, without limitation, the cost of any required
or necessary repair. cleanup or detoxification and the preparation of any closure or other
required plans.
ARTICLE 14
Assignment
14.1 RDR's Right to Assign. ADA shall have absolute right to transfer the Property
(subject to the Conveyance Agreement and this Agreement) and to assign its rights under
this Agreement. Upon any such transfer and assignment. ADA shall be released from all
obligations under this Agreement after the date of such transfer and assignment.
14.2 Assignment by Cordova.
(a) Assignment Must be Approved by RDR. Neither Cordova. nor any person
or entity constituting Cordova. nor any assignee of Cordova's or any such person's or entity's
rights hereunder, will have the right or power to assign its or their rights hereunder without
first having obtained ADA's written approval of any such assignment. Approval of anyone
assignment will not constitute a waiver of ADA's right to approve or disapprove any subsequent
proposed assignment. Except as stated in the next sentence, ADA shall have absolute
discretion to withhold its consent to any such assignment. Notwithstanding the first sentence
of this Section. ADA shall approve an assignment of Cotdova's rights to a limited partnership
of which OHDC and SBCS are general partners; any such assignee must assume Cordova's
obligation under this Agreement.
(b) Effect of Approved Assignment. In the event of any such approved
assignment, the assignee will be and become the person(s) having the right or obligation to
(a) deliver statements, (b) deliver documents, (c) give approvals, (d) waive conditions, or (e)
make demands, all as may be permitted or required by this Agreement and not then already
accomplished by Cordova or another approved assignee.
(c) Cordova's Obligations. No assignment pursuant to this Article will relieve
Cordova of any of its obligations under this Agreement.
RDfl/DHDC
5/16/96 - redline 17
c¿~79
ARTICLE 15
General Provisions
15.1 Gender, Number. Whenever the context requires. the use herein of (i) the neuter
gender includes the masculine and the feminine, and w) the singular number includes the plural.
15.2 Business Days. If the (i) stated Closing Date, or (ii) last day for performance
of an act falls upon a day during which Escrow Holder is not open for business. the Closing
Date or such last day, as the case may be, will be the next following regular business day
of Escrow Holder.
15.3 Survival of Provisions. The representations, warranties. agreements and
indemnities set forth in this Agreement will remain operative, will be deemed made at the
Close of Escrow, and will survive Close of Escrow.
15.4 Authority of Signatories. Each individual signing this Agreement on behalf of
a corporation warrants that (i) he or she is duly authorized to sign and deliver this Agreement
on behalf of the corporation. in accordance with a duly adopted resolution of the board of
directors of the corporation or in accordance with the bylaws of the corporation. and (ii) this
Agreement is binding upon the corporation in accordance with its terms. McMillin Project
Services. Inc. represents that it has the authority to execute this Agreement on behalf of RDR
and that this Agreement is binding on RDR in accordance with its terms.
15.5 Joint and Several Liability. If either party consists of more than one person.
the liability of each person signing this Agreement will be joint and several.
15.6 Captions. Captions in this agreement are inserted for convenience of reference
only and do not define, describe or limit the scope or the intent of this Agreement.
15.7 Exhibits. All exhibits referred to in this Agreement are attached. and are a part
of, this Agreement.
15.8 Entire Agreement. This Agreement. the Conveyance Agreement. the Assignment
Agreement and the SPA III Affordable Housing Agreement contain the entire agreement
between the parties relating to the transaction contemplated hereby and all prior or
contemporaneous agreements, understandings. representations and statements. oral or written.
are merged herein.
15.9 Modifications. No modification. waiver or discharge of this Agreement will be
valid unless the same is in writing and signed by the party against which the enforcement
of such modification. waiver or discharge is or may be sought.
15.10 Attorney's Fees and Costs. If either party commences litigation for the judicial
interpretation, reformation, enforcement or rescission hereof, the prevailing party will be entitled
to a judgment against the other for an amount equal to reasonable attorney's fees and court
and other costs incurred.
RDRIOHDC
5/16/96 - redline 18
~ ~~()
15.11 Successors. All terms of this Agreement will be binding upon and inure to the
benefit of the parties and their respective administrators or executors. successors and assigns;
nothing contained in this Section will affect Article 14.
15.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original. but all of which together will constitute one
instrument.
15.13 Applicable Law. This Agreement will be construed and enforced in accordance
with the laws of the State of California.
15.14 Time of Essence. Time is of the essence of each and every provision of this
Agreement in which time is an element.
15.15 Notices. Unless otherwise provided herein. all notices, demands or other
communications given hereunder will be in writing and will be deemed to have been duly
delivered upon personal delivery, or on receipt of a telecopy, or on the second business day
after deposit with Federal Express or other overnight courier service. or as of the second
business day after mailing by United States registered or certified mail, return receipt requested.
postage prepaid, addressed as follows:
If to RDR:
Rancho Del Rey Investors, l.P.
c/o McMillin Project Services, Inc.
2727 Hoover Avenue
National City. California 91950
Attn: Kenneth Baumgartner
Telephone: (619)477-4117
Telecopier: (619) 336-1587
With a CODV To:
Hecht, Solberg, Robinson & Goldberg
600 West Broadway, Eighth Floor
San Diego, California 92101
Attn: R. Martin Boh!, Esq.
Telephone: (619) 239-3444
Telecopier: (619) 232-6828
If to Cordova:
Orange Housing Development Corporation
217 East Chapman Avenue
Orange, California 92666
Attn: Linda Boone. Executive Director
Telephone: (714) 771-1439
Telecopier: (714) 771-0394
RDRlOHDC
5/16/96 - redline 19
~-~I
am!
South Bay Community Services
315 4th Avenue, Suite E
Chula Vista, CA 91910
Attn: Kathryn Lembo, Executive Director
Telephone: (619) 420-3620
Telecopier: (619) 420-8722
With a Coov To:
Arter & Hadden
700 S. Flower Street. Suite 3000
Los Angeles, California 90017
Attn: Sheldon Chernove, Esq.
Telephone: (213) 629-9314
Telecopier: (213) 617-9255
15.16 National Pollution Discharge Elimination System. RDR or its predecessor in title
has filed a Notice of Intent (NOI) indicating its intention to be regulated under the provision
of the General Permit No. CASOOOO02. issued by the State Water Resources Control Board.
RDR has prepared and implemented a Storm Water Pollution Prevention Plan (SWPPP) in
accordance with Section A of the Permit. Copies of the NOI and SWPPP have been received
by Cordova.
In accordance with Section C: 18: Transfers, RDR hereby informs Cordova that the
General Permit is not transferable. A new owner of an ongoing construction activity must
submit an NOI in accordance with the requirements of the General Permit to be authorized
to discharge under the General Permit. An owner who sells property covered by the General
Permit shall inform to the extent required by applicable law the new owner of the duty to
file an NOI and shall provide the new owner with a copy of the General Permit. RDR has
delivered to Cordova a copy of the General Permit.
RDR intends to revoke (cancel) coverage of the Property on Close of Escrow by
submitting to the State Water Resources Control Board certification that the ownership of
the property has been transferred. Unless an exemption applies, Cordova agrees (i) to comply
with the provisions of Section A(2)(c) and B(3)(b) of the General Permit. which provisions
require Cordova to accept, implement, maintain and amend the existing SWPPP; and (ii) to
file a NOI for the Property at Close of Escrow.
Cordova shall accept maintenance responsibility forthe slopes, irrigation, landscaping,
permanent monuments, utilities. storm drain systems. streets. sidewalks and all other
improvements within the Property immediately upon Close of Escrow. From and after the
Close of Escrow, Cordova shall comply with all applicable laws, including without limitation
City ordinances and regulations, regulating erosion and sediment discharge and shall implement
all measures necessary to prevent the discharge of sediment and other pollutants from the
Property.
RDRiOHOC
5/16/96 - red line 20
'3 ~~;L
This Agreement has been executed as of the date set forth at the beginning hereof.
"RDR"
Date: RANCHO DEL REY INVESTORS, l.P., a California limited
partnership
BY: McMilLIN PROJECT SERVICES, INC., a California
corporation, its Attorney-in-Fact under a recorded
durable power of attorney dated June 2, 1993
By
Title
By
Title
"Cordova Ventures"
CORDOV A VENTURES, a California joint venture
Date: By: ORANGE HOUSING DEVELOPMENT CORPORATION,
a California non-profit corporation,
A Principal
By
Its Executive Director
Date: By: SOUTH BAY COMMUNITY SERVICES, INC.,
a California non-profit corporation,
A Principal
By
Its Executive Director
RDRlOHDC
5/16/96 - redline
1)/CZ3
EXHIBIT "A"
Prooertv Descriotion
[Ita Be uttaoheelJ] Parcel 2 of Lot 10 of Chula Vista Tract
No. 90-02. Rancho del Rev SPA III. accordina to Parcel
Mac 17675 filed in the Office of the County Recorder of the
County of San Dieao. California. as File No. 1996-0143111. on
March 22. 1996.
RORiOHOC
5/16/96 - redline
g/~~
EXHIBIT "B"
RDR's ImDrovements
Graded Condition. The Property shall be rough graded in substantial conformance with the
City approved grading plans and the City's Grading Ordinance; provided, however, that flat
pads and slopes of five feet (5') or less (i.e.. change in vertical elevation of five feet (5') or
less) need not be hydro-seeded unless and until required by City. The lot shall be substantially
free from weeds as required by Section 6.2 of the Purchase Agreement.
Monumentation. The final monumentation shown on the New Parcel Map shall have been
set in the field by the surveyor. Monuments destroyed by Cordova's construction operations
shall be re-set by Cordova at Cordova's cost. Building layout stakes and other construction
stakes required for Cordova's improvements are not in the finished lot.
Utilities. Water, sewer, gas. electric, telephone and cable television transmission lines within
the public streets and easements shall have been constructed in substantial conformance
with the City and Agency approved improvement and utility plans. Water and sewer services
shall be stubbed to the lot lines. On-site services. distribution lines. meters and utilities are
not included in the finished lot.
Street ImDrovements. Monolithic curb, gutter and sidewalk and full depth street paving shall
have been completed in substantial conformance with the City approved improvement plans.
Driveway approaches shall be constructed to the right-of-way. Cordova improvements within
the right-of-way are not included in the finished lot.
LandscaDina and Fencina. Erosion control landscaping and irrigation as required by the City
Grading Ordinance and shown on the City approved erosion control landscaping plans, or
as modified by the City Landscape Architect, and accepted by the City. shall have been
installed. Perimeter walls. as shown on the City approved "Walls, Fences and Minor
Monuments" plans shall have been constructed. On-site walls and fencing which may be
required by the City, or as a condition of sale by RDR. is not included in a finished lot.
Landscaping within the street right-of-way which may be required by the City and other
Cordova landscaping is not included in the finished lot.
RDRIOHDC
5/16/96 - redline
~/85
EXHIBIT "C"
Items Received By Cordova
RANCHO DEL REV SPA III, PHASE 3, LOT 10, RECORD MAP NO. 13176
(3340)
1. City of Chula Vista Resolution No. 16222 approving the Tentative Residential
Subdivision Map for RDR SPA III, Chula Vista Tract No. 90-02.
2. City of Chula Vista Resolution No. 16218, Recertifying Final EIR-89-10.
3. Final Supplemental EIR, RDR SPA III Plan, EIR-89-10.
4. Rancho Del Rey SPA III Binder including:
(a) SPA Plan and PC District Regulations adopted March 5. 1991. with
Amendment #1, November 19, 1991.
(b) City of Chula Vista RDR SPA's I. II & III Public Facilities Financing Plan with
Amendments as adopted by City Council on January 15, 1991 (amended on
November 24, 1992).
(c) Residential Design Guidelines, RDR SPA III.
(d) Rancho Del Rey SPA II and SPA III Air Quality Improvement Plan.
(e) Rancho Del Rey SPA II and SPA III Water Conservation Plan.
5. Chula Vista Tract No. 90-02. RDR SPA III Master Final Map No. 13176.
6. City of Chula Vista Grading Plans.
7. City of Chula Vista Improvement Plans.
8. City of Chula Vista Landscape and Erosion Control Plans.
9. RDR Guest Builder Prospectus.
10. RDR Marketing Manual.
11. RDR Signage Audit Manual.
12. Storm Water Pollution Prevention Plan and Notice of Intent.
RDRiOHOC Exhibit "C"
5/16/96 - redline Page 1
cg ~~~
-
13. Master Declaration of Restrictions for Rancho Del Rey.
14. Otay Water District Water Storage Agreement (TRIAD).
15. 1994-1995 Secured Property Tax Bills (when available).
16. City of Chula Vista Ordinance No. 2448, Growth Management Ordinance of 1991.
17. City of Chula Vista Resolution No. 16224. amending the Mitigation Monitoring Program
for EIR-89-1 o.
18. City of Chula Vista Resolution No. 16221, approving Design Guidelines for RDR SPA III.
19. Notice of Special Tax - NOTE: MUST BE SIGNED AND RETURNED PRIOR TO OPENING
OF ESCROW.
20. Updated Soil and Geologic Investigation for RDR SPA III. prepared by Geocon, Inc.,
July 1991, File No. 04228-23-03 with addendum letters dated September 27. 1991
and October 7,1991.
21. Preliminary Site Assessment for RDR SPA III prepared by Geocon. Inc.. June 1989,
File No. D-4228-R02.
22. Preliminary Site Assessment with Limited Soil Sampling and Laboratory Testing for
RDR SPA III prepared by Geocon, Inc., February 1991. File No. 08267-06-01 with
addendum letter dated March 15, 1991.
23. Report of Phase 1 Environmental Site Assessment, prepared by Law-Crandall, Inc.,
dated September 9, 1994. Portions of Rancho del Rey SPAs II and III, northeast of
Rancho del Rey Parkway and south of East "H" Street. Chula Vista, California.
RDRiOHOC Exhibit "C"
5/16/96 - redline Page 2
~-~7
-
This page blank.
ç -- ~g
EXHIBIT E
...,~\ ic\1iliin (,(JIl1D;U"o
May 2,1996
Mr. David Gustafson
Community Development
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Re: Rancho del Rey - Affordable Housing Agreement
Dear Dave:
Please accept this letter as a formal request by Rancho del Rey Investors, LP. ("RDR") to amend
the Rancho del Rey SPA III Affordable Housing Agreement between RDR and the City dated
March 7, 1995. Specifically, RDR requests that Section 2 of the Agreement, "Schedule," be
amended to eliminate the requirement that RDR's remaining affordable housing obligation be
satisfied before the filing of additional final maps, which would create more than 552 residential
units in SPA III. RDR has now reached this limit.
Rancho del Rey has used its best efforts to satisfY its low income housing requirement by
cooperating in the attempt to secure State and Federal low income housing tax credits to finance a
40 unit rental housing project. The Cordova Joint Venture, composed of South Bay Community
Services and Orange Housing Development Corporation, has applied on two prior occasions
(March 1995 and December 1995) for low income housing tax credits. Both applications were
unfortunately unsuccessful by the narrowest of margins.
The Cordova Joint Venture now desires to submit a third application for tax credit financing.
Actions have been taken by Cordova to improve and strengthen the new application. Both City
staff and Cordova are very optimistic about the success of this new application.
RDR is willing to support and recommit to a third application. Unfortunately no action will be
taken by the Tax Credit Allocation Committee until August 1996. The RDR Affordable Housing
Agreement effectively restricts any further final maps until the low income housing obligation is
satisfied by means outlined in the Agreement. Because RDR will be in a position to record
additional final maps in September/October 1996 and ~th the uncertainty of Cordova's tax credit
allocation application, we request that the existing final map restriction be removed at this time.
Without the removal of this restriction we will not participate in this application. We believe that
the final map restriction can be removed since RDR's obligation is already secured by a $805,000
deed of trust on the parcel intended for the low income housing project. If the final map
c: \mc-<lata \mclrdraha.doc 6-'61
-
Mr. Gustafson
May 2, 1996
Page 2
restriction is removed we agree to continue to participate in the Cordova project or support other
affordable housing projects.
We have examined other alternatives to satisfY the low income housing requirement including a
project being sponsored by the San Diego County Housing Authority, United States Navy, and
other non-profit sponsors. We are not actively pursing these alternatives because of the Cordova
project. If the final map restriction is not removed and we do not participate in the Cordova
application we will aggressively examine these and other alternatives to satisfY our obligation.
We have cooperated with the City and Cordova by redesigning the site and installing all
improvements to have the site completed by March 1996. We believe that the restriction on map
recordation is a punitive deterrent to the continued orderly development and sale of homes at
RDR and will have a grave impact on our future development plans if not removed.
We would like to have tills request considered by the City Council concurrently with Cordova's
tax credit re-authorization request on May 21, 1996.
Please contact me if you may have any questions or comments regarding tills matter.
Sincerely,
Y INVESTORS, L.P.
cc: Glen Googins - Deputy City Attorney
George Krempl - Deputy City Manager
Juan Arroyo - Housing Coordinator
Marty BoW - Hecht, Solberg, Robinson & Goldberg
c:lmc-<iatalmclrdraha.doc c;3 ~ qO
EXHIBIT F
MARKED TO SHOW CHANGES FROM EXISTING AGREEMENT
Deletions appear as struck-through text surrounded by H.
Additions appear as double underlined text.
Redlining provided as convenience only with no warranty as to accuracy.
AMENDED AND RESTATED
RANCHO DEL REV SPA III
AFFORDABLE HOUSING AGREEMENT
between
RANCHO DEL REY INVESTORS, loP.,
a California limited partnership
"RDR"
and
THE CITY OF CHULA VISTA,
a California municipal corporation
"City"
RDR SPA III/Afto,d..I. Hou.lng <6 ~ql
5/16/96 - radlin.
This page blank.
CZ Jl7-
AMENDED AND RESTATED
AFFORDABLE HOUSING AGREEMENT
THIS AMENDED AND RE5TATED RANCHO DEL REY SPA III AFFORDABLE
HOUSING AGREEMENT ("Agreement") is made' as [Murch 7, 1995J of Mav 22. 1996, by
and between RANCHO DEL REY INVESTORS, loP., a California limited partnership (UROR")
and the CITY OF CHULA VISTA. a California municipal corporation ("City"), with reference
to the following facts:
A. RDR is the successor in interest to Rancho del Rey Partnership, a California
general partnership ("Old RDR").
B. RDR is the owner and developer of a multi-phase. mixed use master planned
community in the City known as "Rancho del Rey." Rancho del Rey is divided into three
planning areas: SPA I. SPA II and SPA III.
C. The City General Plan and adopted Specific Plan for Rancho del Rey have
certain goals and City has imposed on Rancho del Rey certain requirements relating to the
provision of low and moderate income housing.
D. Pursuant to Resolution No. 1575.1 dated August 7. 1990, City entered into
an agreement with Old RDR specifying the remaining steps required to satisfy Rancho del
Rey's low and moderate income housing requirements (the "Low-Moderate Housing
Agreement"). The Low-Moderate Housing Agreement recognized that:
(i) The moderate income housing requirement for Rancho del Rey has been
satisfied in full through the construction of 322 multi-family units in the Rancho del Rey
Specific Plan area; and
(ii) The low income housing requirement for Rancho del Rey has been
largely satisfied through the construction of 299 (of 322 required) units for low-income
families in the Specific Plan area.
E. Pursuant to the Low-Moderate Housing Agreement, City and Old RDR
agreed that Old RDR shall provide a minimum of 23, and will use reasonable efforts to
exceed the 23, low income housing units in Rancho del Rey SPA III ("SPA III"), if a
reasonable area for such units is available. If no reasonable site for low income housing
units is available in SPA III, the low income housing units may be provided at an alternate
site within the City. (This obligation is referred to in this Agreement as the "SPA III
Affordable Housing Obligation. ") Old RDR also agreed to contribute a maximum of
$100,000 to assist the City's low income housing goals. payable within 15 days of City's
written request, but not before recordation of first final map in SPA III.
F. Pursuant to Resolution No. 16222, adopted July 30, 1991
("Resolution 16222"), City approved the Tentative Subdivision Map for SPA III. Condition
No. 58 of Resolution 16222 provides that prior to the approval of the first final map in
SPA III, RDR shall provide a schedule for satisfying the SPA III Affordable Housing
Obligation.
RDR SPA III/Affo,áabl. Ho",'".
5/16/96 - redline 1 ~-g3
G. RDR [wishos te ee§iA roeeraing fiAal FAaps in SP^ III, aAa] intends through this
Agreement to satisfy the requirements of Condition No. 58 of Resolution 16222, and City
accepts this Agreement as satisfying such Condition.
H. RDR and City also intend for this Agreement to describe. among other things,
certain alternatives and one specific proposal by which RDR may satisfy the SPA III
Affordable Housing Obligation.
I. RDR and City are parties to that certain Second Amended and Restated
Conveyance Agreement and Escrow Instructions dated as of [MareA 7. 1 gge] Mav 22. 1996
(the "Conveyance Agreement"), which contemplates the conveyance by RDR to the City of
a 2.9 (2.2 net) acre site in the northeast corner of SPA III, Phase 3, Unit 3[(Let 1 9 af Mal3
Na. 1 a 176, reearaea OeeeFAbar 1 q. 1 ggq iA tAe Offioial Reeards af SaA Oia§a CalojAty "Mal3
1 a 176")]. more particularly described riA tAe CaRVe) anoe ^greeFAeAt] as Parcel 2 of Lot 10
of Chula Vista Tract No. 90-02. Rancho del Rev SPA III. accordina to Parcel Mao 17675.
filed in the Office of the County Recorder of the County of San Dieao. California. as File
No. 1996-0143111. on March 22. 1996. This site will be referred to in this Agreement as
the "Low Income Housing Parcel" for convenience only. without limiting RDR's alternatives
for satisfying the SPA III Affordable Housing Obligation.
J. City is a party to fafll a Second Amended and Restated Assignment Agreement
and Escrow Instructions with Cordova Ventures, a joint venture including Orange Housing
Development Corporation and South Bay Community Services. Inc. ("Cordova Ventures"),
dated as of [MareA 7, 1 BBeJ Mav 22. 1996 (the "Assignment Agreement"). which
contemplates the City's assignment of the Conveyance Agreement to Cordova Ventures for
the development of forty (40) low income housing units (the "Proposed Project").
K. Because the Proposed Project would develop forty (40) low income housing
units. RDA's conveyance of the Low Income Housing Parcel to the Cordova Ventures
pursuant to the Conveyance Agreement and the Assignment Agreement would exceed
RDR's SPA III Affordable Housing Obligation by seventeen (17) low income housing units.
RDR and the City intend that RDR be reimbursed for such excess contribution and intend
with this Agrèement to create and grant to RDR seventeen (17) "Low Income Housing
Credits" for the excess contribution by RDR, to set forth the terms and conditions upon
which the Low Income Housing Credits could be held, transferred and used, and to establish
an agreed division between City and RDR of proceeds from any sale of the Low Income
Housing Credits, on the terms and conditions set forth below.
L This Aareement comoletelv suoersedes the Affordable Housina Aareement
dated March 7. 1995 between RDR and the City.
NOW THEREFORE, the parties agree as follows:
1. $100,000 Payment. [RDR reaffirms its ebli§atien pursl-Jant] ~ to the
Low-Moderate Housing Agreement. RDR (as successor in interest to Old RDR) ~ ~
£2ãi!!. City One Hundred Thousand Dollars ($100,000) for the express and sole purpose of
assisting the City's low income housing goals[. iFAFAeaiatel f prier ta tAe Cit) '5 release af tAe
first fiAal FAal3 iA SP.II. III far roeareatien].
RDR SPA III/Aff~d.bI. How"n.
5/16/96 - redline 2 8'-CJ~
2. Schedule. This Section 2 replaces Condition No. 58 of Resolution 16222 in
its entirety. RDR and the City agree to the following schedule for satisfying the SPA III
Affordable Housing Obligation. Prior to (the aßI!HO'..al ef the fiAel A'1aß fer ééare resieeAtial
~Ait (e~t ef 1 ,agO aßßreved ~Aits) iA AaAehe Bel Aey SP/\, III, eJcel~aiA§ t1ge I:JAits aeveleßea
eA t1ge Le'll IAeeA'1e I-Iousin§ Pareel] Januarv 1. 1998. RDR shall either:
a. Provide 23 low income housing units in SPA III or at an alternate site
in the City mutually acceptable to RDR and City if no reasonable site for low income housing
units is available in SPA III; QI
b. Acquire 23 low income housing credits established by agreement(s)
with the City in which a developer of low income housing earns transferable low income
housing credits for providing low income housing units in the City; QI
c. Enter into an Agreement with the City to contribute funds, land or a
combination of the two to a proposed low income housing project at a location in Rancho
del Rey SPA III selected by RDR and approved by City or at such other location in the City
mutually acceptable to City and RDR for the development of low-income housing (the
Conveyance Agreement is an example of such an agreement acceptable to both City and
RDR); QI
d. Satisfy the SPA III Affordable Housing Obligation in such other
arrangement as RDR and City may mutually agree, in their sole discretion.
[It is eJE¡Jressly a§reee t19at final FRa¡Js fer the foliewiA§ sites iA SPA III total éé2 er
fewer residential I,m its and A'1ay all be reeerded prier to satisfaetion of] ~ Securitv. As
securitv for the SPA III Affordable Housing Obligation[: Lots 2 aAa a ef Ma¡J 1a176 (SPA
III, PRase 2, Unit 1); Lot 4 ef Map 13176 (SPA III, Phase 2. Unit 2); Let 5 ef Ma¡J 13176
(SP.'I. III, PRase 2, Unit a); let 6 af Ma¡J 13176 (SPA III, PRase 2. Unit 4); let g ef Maß
1 a176 (SPA III, P19ase a. Unit 1); aAa Lot 9 ef Map 13176 (SPI'. III, PRase a, Unit 2). TRese
final A'1a¡Js are listea by 'Nay ef eJEample eAly: any eembinatieA of final FRa¡Js totaliA§ 552
er fewer fesiaeAtial lets iA SPA III A'1ay be reeeraed prier te satisfaction ef]. RDR has Diven
Citv a deed of trust on the Low Income Housina Parcel (the "Low Income Housina Parcel
Deed of Trust"), The Low Income Housina Parcel Deed of Trust specifies that it secures the
SPA III Affordable Housing Obligationf-.
Ne final FRa¡J in SPA III '..hieR we~ld c:reate residential I:Jnits iA OJ(eess ef t1ge 552 unit
liFRitatieA A'1a~ be reeeraea before tRe SP/\ III J'.fferdable l-Iel:Jsin§ Obli§atieA is satisfiea in
aeeeraaAee with SeetieAs 2.a tRre~§R 2.a above; ana ADA sRall Ratify any b~...ers ef
uns~bai. idea ßareels ef SPA III (tRese pareels net subaiviaed beyond tRe el1rrent sl1baivisien)
ef this restrietien. If tRe AeM final FRaß to be filea in SP.'I. III \:eula ereate resiaential ~Aits
in eJEeess ef t1ge éé2 unit liFRitatieA. aAa tRe SPA III J'.fferdable l-Ie~siA§ Obli§atieA is Aet yet
satisfiea. City aAa ADA shall reeerd against the reFRaiAiA§ parcels ef SPA III (t1gese ¡Jareels
Aet sl1baiviaea beyond the C~HeAt subdivision) an ap¡Jre¡Jriate deel1FReAt §ivin§ reeera Aetiee
ef t19is restrietieA.
3. See~rit... Prier t8 reeerdin§ the first final FRa¡J iA SPA III. ADA will eJ!Ðeute, aelmewlea§e
aAa reeerd tRe fallowing t'Ne aeeas ef trust in favor ef the Cit'( en t1ge terms aAa eenaitiens
aeseribed bele...: in this SectieR ð.
RDR SPA III/Affwd.bl. Housing
5/16/96 - redline 3 'if -C15
a.,J in an amount not to exceed Eiaht Hundred Five Thousand Dollars ($805.000). The Low
Income Housing Parcel Deed of Trust [. ^ s the J3riffiar, seeurity fer tAe SP ^ III Afferaaale
Het,lsiA!:I Oali!:letieA, ADA.. ill !:Ii'/e Citf e eeee ef trt,lst] is first in orioritv on the Low Income
Housing Parcelft#le--!!.l. Citv shall immediatelv reconvev the Low Income Housing Parcel
Deed of Trust ["). TAe lew IReeFfle ¡"¡eusiR¡j Parcel Deed af Trt,lst sAall Be iR a Fflt,ltl:Jally
aeeeJ3taale ferFfl (aAtieipatee te ae a simßle "title eeffißany" ferffi) aRB sAall sJ3eeity tAat it
seet,lres tAe SPA III AftereaBle Het,lsin¡j OaligatieR in aA aFfleunt net te eJleeee Ei¡jAt Ht,lRereel
Five That,lsaRå Dallars ($80e,000). The law IReaFflo ¡"¡ausiR¡j Pareel Deeå af Trt,lst Vlill
initially Ba seeeAå iA prierity, suBjeet ta a first åeed af tn:lst iA fever af RDR's aaReliA¡j
oaFfl 3any (tAe "BeneliR¡j CampaAY Deeel ef Trust"). wAieA secures RDWs aBli¡jatiaRs in
oanAeetiaA ",itA aeAels isst,led fer 3t,1blie iFfl 3raveFflents aAellaAeI devela 3meAt werle iA SPA
III. TAere sAall Be AO atAer liaRS a¡jainst. Aar any onouFflaraAees Fflatarially aelversely
affeetin¡j the 'Ialt,le af. tAe law IAeeFfle ¡"¡at,lSiA¡j Parcel, atAer than tAese sAawA in tAe
ProliFflinary Re 3art af First AFflerican Title CeFflpany elatod FeBruary 21. 1 eee. RDR sAall
eenel:Jrrently (i) 3roooss a parcel Ffla 3 witA tAe City ta le¡jally suaelivido tAe La'" IneaFfle
¡"¡eusiA¡j Pareel froFfl tAe roFflaiAelor af Lot 10 af Ma 3 12176 anel (ii) eause the eaFfl 3letian
af tAe 3ualie im 3ra. emeAt aAeI laAeI de'/ela 3ment /lorl( in SPA III suoA that tAo BaAeling
Company Deeel af Trl:Jst can be roeenvoyeå (or 3artially rocan'/oyod ta roleaso tAB Law
IneaFflo ¡"¡at,lsin¡j Parcel from tAe lion ef tho Bandinêj Campany Deeel of Trust), eausin¡j tAe
La,^, IAoaFfle ¡"¡et,lsinêj Pareel deBet af trust ta 130 first in priorit, an the La", IneafAo ¡"¡at,lsing
PareeI-.
a. IAfarFflatian Center Paroel Deeel af Trt,lst. As aelelitienal seet,lrity for tAe SPA 1I1/'.ffarelable
¡"¡at,lsin¡j Obli¡jatien. effeetive enly t,lntil RDR is able to cause tho LO'lllneaFfle ¡"¡at,lSiA¡j Pareel
Deeel af Trt,lst ta ae a first eleeel af trust aA the La\. InooFfle ¡"¡al:lsin¡j Pareel, RDR sAall ¡jive
tAe City a eleeel af trust (tAe "lnfarFflatiaA Center Parcel Dooel ef Trust") an Lat 10 of Traot
88 1. as sAewA an ~.1ap 123q 1 reeardod March 28. 1989 iA tAe Official Roearels af San
Die¡ja Cel:lAty (tAe "IAfarmatien Center Pareel"). TAe InformaticA CoRter Pareel Deoå af Trust
sAall Be in a farFfl Fflutually acee 3taBle te City and RDR (ontici 3ateel ta be a siFfl 3le "title
oam 3aAY" farFfl) anel shall s 3eeify tAat it soel:lros an aBliêjotian ta eauso tAe reoaAve {aAee
(or partial reeanvoyanee) af tAe Baneling CaFfl 3any Deeel of Trust in an amaunt net ta eJ(6eeel
EiêjAt ¡"¡l:Jnelreel Five ThaLisanel Dallars ($80e.000). TAo maJdFflt,lFfl FflaAetar'f vall:Je af tAe
aeli¡jatian seet,lreå jointly BY tAe twa åeeels af trust shall Be Eight ¡"¡l:Inelreå Fi/o TRat,lsaRå
Dallars ($80e,000), natwitAstaAelin¡j tAe ¡jreator St,lFfl af tAO ineli/idual liFflits af tAe tV/a
eleeds at trust. TAe aBli¡jatiaA seeureel B f tAe InformatieR Centor Pareel Deeel af Trl:lst gRaIl
be satisfieå. aReI tho Citf sAall iFflfAoeliatoly reeanvoy tAe IRfarFflatiaR Center Doeel af Trt,lst,
u 3eA tho reeanveyanoe (ar partial rocon'/eyaACe) af tho BaReling CaFfl 3aRY Deeel af Trt,lst.
e. Release af Soel:lrity. City shall iFRFflOdiately roean'/ey tho Law IAoome ¡"¡ausing Pareel geeel
af Trt,lst (aAeI tAe IAfarmatian CoRter Pareel Deea af Trl:lst. if it Aas net 'fet beeR reeaR
veveeH upon earlier of: (i) satisfaction of the SPA III Affordable Housing Obligation; and (ii)
substitution of mutually acceptable replacement security for the SPA III Affordable Housing
Obligation.
4. Satisfaction of the SPA III Affordable Housing Obligation Through the Proposed
Project. RDR's conveyance of the Low Income Housing Parcel to Cordova Ventures (or a
City-approved successor or assign thereof). pursuant to the Conveyance Agreement and the
Assignment Agreement. for the Proposed Project is one way in which the SPA III Affordable
Housing Obligation may be satisfied.
RDR SPA III/A_d.hl. How,;ng
5/16/96 - redline 4 B'-q Ie
a. Satisfaction of the SPA III Affordable Housino Oblioation. Upon RDR's
transfer of title to the Low Income Housing Parcel to Cordova Ventures (or a City-approved
successor or assign thereof) pursuant to the Conveyance Agreement and the Assignment
Agreement, the SPA III Affordable Housing Obligation shall be satisfied in full. In addition,
RDR shall be granted certain low income housing credits. as more particularly described
below in Section 4.b below.
b. Low Income Housino Credits.
i. Creation of Low Income Housino Credits. Subject to the terms
and conditions hereof, RDR's conveyance of the Low Income Housing Parcel to Cordova
Ventures (or a City-approved successor or assign thereof) shall create seventeen (17) low
income housing credits (the "Low Income Housing Credits").
ii. OwnershiD. Transfer and Use of Credits. RDR shall own and
control the Low Income Housing Credits. which shall be freely transferable. City shall
accept and acknowledge each Low Income Housing Credit as the equivalent of providing one
unit of low income housing in the City. Any person required by the City to provide low
income housing, anywhere in the City, may acquire and use one or more Low Income
Housing Credits, and the City shall honor the Low Income Housing Credits as the complete
equivalent to providing an equal number of units of low income housing in the City. The
transfer of Low Income Housing Credits shall be accomplished by means of one or more
agreements between RDR, City and the transferee of Low Income Housing Credits (a "Credit
Transfer Agreement") which: (i) guarantees City the payment of the City Reimbursement
described in Section 4.b.v below and (ii) provides that the transfer of the Low Income
Housing Credits shall not be effective until City receives the City Reimbursement.
iii. No Restrictions or Limitations bv Citv. City shall use good faith
efforts to structure the low income housing obligations of developers in such a manner that
they may use Low Income Housing Credits to satisfy some or all of their low income housing
obligations. City shall inform developers and others with low income housing obligations
of the availability of the Low Income Housing Credits to satisfy low income housing
obligations to the City.
iv. One Class of Low Income Housino Credit. City shall not, without
the consent of RDR, which RDR may withhold in its sole discretion: (i) agree to the creation
of any other class or type of low income housing credit for use in the City other than the
class or type created hereunder for the purposes of satisfying the City's housing element
requirement for the provision of low income housing; or (ii) create low income housing
credits with greater rights or priorities than the Low Income Housing Credits granted to RDR.
v. Proceeds from Sale of Credits. To reimburse City for the City's
excess contribution to the Proposed Project (approximately fGflef ~ Hundred Thirty Eight
Thousand Dollars [( $128,QQQ)) ( $238.000)), City shall be entitled to the first cash proceeds
from the transfer of each of the seventeen (17) Low Income Housing Credits up to a
maximum of ~ Fourteen Thousand [ORe H¡,¡ndroa] Dollars [($8, 1QO) ($14.00m (the
"City Reimbursement") for each Low Income Housing Credit transferred pursuant to a Credit
Transfer Agreement. RDR shall be entitled to the balance of the proceeds (if any) for each
Low Income Housing Credit transferred. Each Credit Transfer Agreement shall be an "arms
RDR SPA IJVAfford.bJ. H~6in.
5/16/96 - redline 5 ~ ~g'1
c
length" transaction, and no non-cash consideration shall be given RDR for the Low Income
Housing Credits unless City is paid the maximum City reimbursement of ~ ~
Thousand [ORe I-I"Rarea] Dollars [($8, 1 00)]($14,000) for each Low Income Housing Credit
transferred.
5. No Effect On SPA III Affordable Housing Obligation. This Agreement is not
intended to increase or decrease the SPA III Affordable Housing Obligation. but rather it is
intended to set forth alternatives, a schedule and security for performing such obligation.
6. General Provisions.
a. Further Assurances. The parties shall at their own cost and expense
execute and deliver such further documents and instruments and shall take such other
actions as may be reasonably required or appropriate to carry out the intent and purposes
of this Agreement. In particular. the parties agree to cooperate in working out the details
of the transfer and use of the Low Income Housing Credits.
b. Authoritv of Sionatories. Each individual signing this Agreement on
behalf of the City warrants that (i) he or she is duly authorized to sign and deliver this
Agreement on behalf of the City in accordance with a duly adopted resolution of the City
Council of the City and (ii) this Agreement is binding upon the City in accordance with its
terms. Each individual signing this Agreement on behalf of a corporation warrants that (i)
he or she is duly authorized to sign and deliver this Agreement on behalf of the corporation,
in accordance with a duly adopted resolution of the board of directors of the corporation or
in accordance with the bylaws of the corporation, and (ii) this Agreement is binding upon
the corporation in accordance with its terms. McMillin Project Services. Inc. represents that
it has the authority to execute this Agreement on behalf of RDR.
c. Entire Aoreement. This Agreement and the other agreements
referenced in this Agreement contain the entire agreement between the parties relating to
the transaction contemplated hereby and all prior or contemporaneous agreements.
understandings, representations and statements, oral or written, are merged herein.
d. Attornev's Fees and Costs. If either party commences litigation for the
judicial interpretation. reformation, enforcement or rescission hereof, the prevailing party will
be entitled to a judgment against the other for an amount equal to reasonable attorney's
fees and court and other costs incurred.
e. Successors. All terms of this Agreement will be binding upon and inure
to the benefit of the parties and their respective administrators or executors, successors and
assigns.
f. Counteroarts. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which together will
constitute one instrument.
RDR SPA III/Afta"'_bl- Hau_;oo
5/16/96 - redline 6 gj~8
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the date set forth above.
RANCHO DEL REY INVESTORS, L.P.,
a California limited partnership
By: McMILLIN PROJECT SERVICES. INC.,
a California corporation. as Attorney-in-
Fact under Durable Power of Attorney
By
Its
By
Its
THE CITY OF CHULA VISTA.
a California municipal corporation
ATTEST By
City Clerk Mayor of the City of Chula Vista
Approved as to form by:
City Attorney
RDR SPA III/AHo,dabl. Housing
5/16/96 - redline 7 3JY1
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On . before me. . Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On , before me, , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument, the person(s). or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
RDR SPA IIIIA"o'd.bl.H~.;ng
5/16/96 - redline 8 ~'~ 100
-
RESOLUTION Æ r
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA APPROVING RATIFICATION OF $378,280 COMMITMENT
FROM THE LOW AND MODERATE INCOME HOUSING FUND FOR AN
AFFORDABLE HOUSING PROJECT PROPOSED TO BE DEVELOPED IN
RANCHO DEL REY SPA III
WHEREAS, on March 7, 1995, pursuant to the terms of City Council Resolutions
17828 and 17829, the City (1) adopted an addendum to EIR 89-10; (2) approved a
conveyance agreement with Rancho del Rey Investors, loP., (3) approved an assignment
agreement with Cordova Ventures, and (4) approved a land donation and appropriation
of $160,000 of HOME Program funds, all with respect to 2.97 acres of property within
SPA III of Rancho del Rey ("Property") proposed for development into a 40-unit low
income housing complex ("Project"); and,
WHEREAS, concurrently therewith, pursuant to the terms of Redevelopment
Agency Resolution 1447, the Agency appropriated $378,280 of the Low and Moderate
Income Housing Fund monies to be loaned to the Project at below market rates; and,
WHEREAS, substantial funding for the proposed Project will need to be obtained
from the sale of Low Income Housing Tax Credits ("LlHTCs") which are allocated by the
California Tax Credit Allocation Committee ("TCAC"); and,
WHEREAS, Cordova Ventures has been unsuccessful to date in obtaining LlHTCs
for the proposed Project from TCAC, but has reasonable expectation that an award can
be obtained from a subsequent allocation process, for which applications are due on
May 28, 1995; and,
WHEREAS, the Agency wishes to provide Cordova Ventures with the opportunity
to reapply for LlHTCs to develop the proposed Project.
NOW, THEREFORE, the Redevelopment Agency of the City of Chula Vista does
hereby resolve as follows:
1. Recitals True and Correct
The Agency finds and determines the recitals set forth above are true and correct
to the best of its knowledge.
2. Agency Contrihution to the Project
The Agency hereby ratifies its commitment pursuant to Resolution 1447 for
Three Hundred Seventy-Eight Thousand Two Hundred Eighty Dollars ($378,280) of Low
and Moderate Income Housing Fund monies to be loaned at below market rates for the
development of Project.
~/ /0\
Resolution -
Page 2
3. r.nnditinn~ tn Agency r.nmmitment
Consistent with original Agency Resolution 1447 the Agency commitment set
forth above remains conditioned upon and subject to (a) the subsequent approval by the
Agency and City Council of a Disposition and Development Agreement with Cordova
Ventures and related loan documents in accordance with applicable laws and existing
City/Agency policies; and (b) TCAC's approval of the tax credit application, in a form
approved by City/Agency staff, and its allocation to the Project of the LlHTC requested
thereby.
4. nirectinn~ tn St;¡ff
Agency staff is hereby authorized and directed to take any appropriate action
consistent with the purposes of this Resolution including negotiation of a final DDA and
presentation thereof to the City/Agency for its approval.
Presented by Approved as to form by
C~. ~ .£-
Chris Salomone
Community Development Director
3/IÓ~
RESOLUTION /) (Y1J
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA APPROVING A $100,000 COMMITMENT FROM THE LOW
AND MODERATE INCOME HOUSING FUND FOR AN AFFORDABLE
HOUSING PROJECT PROPOSED TO BE DEVELOPED IN RANCHO DEL REY
SPA III
WHEREAS, on March 7, 1995, pursuant to the terms of City Council Resolutions
17828 and 17829, the City (1) adopted an addendum to EIR 89-10; (2) approved a
conveyance agreement with Rancho del Rey Investors, loP., (3) approved an assignment
agreement with Cordova Ventures, and (4) approved a land donation and appropriation
of $160,000 of HOME Program funds, all with respect to 2.97 acres of property within
SPA III of Rancho del Rey ("Property") proposed for development into a 40 unit low
income housing complex ("Project"); and,
WHEREAS, concurrently therewith, pursuant to the terms of Redevelopment
Agency Resolution 1447, the Agency appropriated $378,280 of the Low and Moderate
Income Housing Fund monies to be loaned to the Project at below market rates; and,
WHEREAS, substantial funding for the proposed Project will need to be obtained
from the sale of Low Income Housing Tax Credits ("LlHTCs") which are allocated by the
California Tax Credit Allocation Committee ("TCAC"); and,
WHEREAS, Cordova Ventures has been unsuccessful to date in obtaining LlHTCs
for the proposed Project from TCAC, but has reasonable expectation that an award can
be obtained from a subsequent allocation process, for which applications are due on
May 28, 1995; and,
WHEREAS. the Agency wishes to provide Cordova Ventures with the opportunity
to reapply for LlHTCs to develop the proposed Project with the benefit of an aditional
Agency commitment towards the development of the Project.
NOW, THEREFORE, the Redevelopment Agency of the City of Chula Vista does
hereby resolve as follows:
1. RAcitals TrllA and CnrrAct
The Agency finds and determines the recitals set forth above are true and correct
to the best of its knowledge.
2. AgAncy Contrihlltinn to thA ProjAct
The Agency hereby appropriates One Hundred Thousand Dollars ($100,000) of
Low and Moderate Income Housing Fund monies to be loaned at below market rates for
the development of Project.
~~JO3
-
3. l.onditions to Agf>.nr.y l.ommitmf>.nt
The Agency commitment set forth above is conditioned upon and subject
to (a) the subsequent approval of the City/Agency of a Dispostion and Development
Agreement for the Project in accordance with applicable laws and existing City/Agency
policies, and (b) TCAC's approval of the tax credit application, in a form approved by
City/Agency staff, and its allocation to the Project of the LlHTC requested thereby.
4. Di",r.tions to St~ff
Agency staff is hereby authorized and directed to take any appropriate action
consistent with the purposes of this Resolution including negotiation of a final DDA and
presentation thereof to the City/Agency for its approval.
Presented by Approved as to form by
~~.~/
Chn Salomone ~
Community Development Director
la:lsherilcordovalresocordl
~-IÓ~
-
COUNCIL RESOLUTIÓN NO. 113) y
-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING RATIFICATION OF A $160,000
LAND DONATION AND COMMITMENT FROM HOME
PROGRAM FUNDS FOR AN AFFORDABLE HOUSING
PROJECT PROPOSED TO BE DEVELOPED IN RANCHO DEL
REYSPAill
WHEREAS, on March 7, 1995, pursuant to the terms of City Council Resolutions
17828 and 17829, the City (1) adopted an addendum to EIR 89-10; (2) approved a conveyance
agreement with Rancho del Rey Investors, LP., (3) approved an assigmnent agreement with Cordova
Ventures, and (4) approved a land donation and appropriation of$160,000 of HOME Program funds,
all with respect to 2.97 acres of property within SPA ill of Rancho del Rey ("Property") proposed
for development into a 40-unit low income housing complex ("Project"); and,
WHEREAS, concuITently therewith, pursuant to the terms of Redevelopment Agency
Resolution 1447, the Agency appropriated $378,280 of the Low and Moderate Income Housing Fund
monies to be loaned to the Project at below market rates; and,
WHEREAS, substantial funding for the proposed Project will need to be obtained
from the sale of Low Income Housing Tax Credits ("LllITCs") which are allocated by the California
Tax Credit Allocation Committee ("TCAC"); and,
WHEREAS, Cordova Ventures has been unsuccessful to date in obtaining LllITCs
for the proposed Project from TCAC, but has reasonable expectation that an award can be obtained
from a subsequent allocation process, for which applications are due on May 28, 1996; and,
WHEREAS, the City wishes to provide Cordova Ventures with the opportunity to
reapply for LllITCs to develop the proposed Project.
NOW, TIIEREFORE, the City Council of the City ofChula VIsta does hereby resolve
as follows:
1. Recitals True and CoITect.
TheCity/Agency finds and determines the recitals set forth above are true and COITect
to the best of its knowledge.
2. City Contribution to the Project.
~- 105
-
The City hereby ratifies its commitment of One Hundred Sixty Thousand Dollars
($160,000) of HOME Program funds to be granted for the development of Project, and ratifies its
agreement to donate the Property for the development of the Project pursuant to Resolutions 17828
and 17829.
3. Conditions to City/Agency Commitment.
Consistent with original Resolutions 17828 and 17829 the City commitments set forth
above remain conditioned upon and subject to (a) the subsequent approval by the Agency and City
Council of a Disposition and Development Agreement with Cordova Ventures and related loan
documents in accordance with applicable laws and existing City/Agency policies; and (b) TCAC's
approval of the tax credit application, in a form approved by City/Agency staff, and its allocation to
the Project of the LllITC requested thereby.
4. Directions to Staff.
City/Agency staff is hereby authorized and directed to take any appropriate action
consistent with the pUtposes of this Resolution including negotiation of a final DDA and presentation
thereof to the City/Agency for its approval.
Presented by Approved as to form by
~
Chris Salomone, Director of
Community Development
2
?j-JOfo
-
COUNCIL RESOLUTION NO. I <D 3> J)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING (1)
AN AMENDED AND RESTATED CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS WITH RANCHO DEL REY INVESTORS; (2) AN AMENDED AND
RESTATED ASSIGNMENT OF CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS WITH CORDOVA VENTURES; AND (3) AN AMENDED AND RESTATED
LOW INCOME HOUSING AGREEMENT BETWEEN RANCHO DEL REY INVESTORS AND
CORDOVA VENTURES, ALL WITH RESPECT TO 2.97 ACRES OF PROPERTY WITHIN
SPA III PROPOSED FOR DEVELOPMENT INTO A 40-UNIT LOW INCOME HOUSING
COMPLEX AND AUTHORIZING MAYOR TO EXECUTE THE AMENDED AND RESTATED
CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS AND THE AMENDED AND
RESTATED ASSIGNMENT OF CONVEYANCE AGREEMENT AND ESCROW
INSTRUCTIONS AND (4) AUTHORIZING THE MAYOR TO EXECTUE THE AMENDED
AND RESTATED CONVEYANCE AGREEMENT AND ESCROW INSTRUCTIONS AND THE
AMENDED AND RESTATED ASSIGNMENT OF CONVEYANCE AGREEMENT AND
ESCROW INSTRUCTIONS.
WHEREAS, on March 7, 1995, pursuant to the terms of City Council Resolutions 17828
and 17829, the City (1) adopted an addendum to EIR 89-10; (2) approved a conveyance
agreement with Rancho del Rey Investors, loP., (3) approved an assignment agreement with
Cordova Ventures, and (4) approved a land donation and appropriation of $160,000 of HOME
Program funds, all with respect to 2.97 acres of property within SPA III of Rancho del Rey
("Property") proposed for development into a 40-unit low income housing complex ("Project");
and,
WHEREAS, concurrently therewith, pursuant to the terms of Redevelopment Agency
Resolution 1447, the Agency appropriated $378,280 of the Low and Moderate Income Housing
Fund monies to be loaned to the Project at below market rates; and,
WHEREAS, substantial funding for the proposed housing complex will need to be
obtained from the sale of Low Income Housing Tax Credits ("LlHTCs") which are allocated by
the California Tax Credit Allocation Committee ("TCAC"); and,
WHEREAS, Cordova Ventures has been unsuccessful to date in obtaining LlHTCs for the
proposed project from TCAC, but has reasonable expectation that an award can be obtained
from a subsequent allocation process, for which applications are due on May 28, 1996; and.
WHEREAS, the City wishes to provide Cordova Ventures with the opportunity to reapply
for LlHTCs to develop the proposed housing complex.
NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve as
follows:
1. Rp.r.it~ls TrllP. ~nrj l.orrp.r.t
The City finds and determines the recitals set forth above are true and correct to the
best of its knowledge.
1
~-lo1
2. City Approval of Agrp.p.mp.ot~
The City hereby approves (1) Amended and Restated Conveyance Agreement and
Escrow Instructions with Rancho del Rey Investors, (2) Amended and Restated Assignment of
Conveyance Agreement and Escrow Instructions with Cordova Ventures, and (3) Amended and
Restated Low Income Housing Agreement Between Rancho del Rey Investors and Cordova
Ventures, all which agreements are amended and restated for the purpose of providing changes
to the performance dates to accommodate reapplication for LlHTCs (as more specifically
provided in such agreements) and are not materially amended or restated in any other way.
3. City FxP.<'.lItion of Agrp.p.mp.nt~
The Council hereby authorizes the Mayor to execute the Amended and Restated
Conveyance Agreement and Escrow Instructions with Rancho del Rey Investors and the
Amended and Restated Assignment of Conveyance Agreement and Escrow Instructions with
Cordova Ventures.
4. Condition~ to City Approval and Fxp.<'., Ition of Agrp.p.mp.nt~
The City approval and execution of agreements set forth above are conditioned upon and
subject to (a) the subsequent approval by the Agency and City Council of a Disposition and
Development Agreement with Cordova Ventures and related loan documents in accordance with
applicable laws and existing City/Agency policies; (b) the City staff's approval of the proposed
project's TCAC application for LlHTCs, and, subsequently, (c) TCAC's approval of the tax credit
application and its allocation to the Project of the LlHTC requested thereby.
5. [)irp.<'.tion~ to Staff
City/Agency staff is hereby authorized and directed to take any appropriate action
consistent with the purposes of this Resolution including negotiation of a final DDA and
presentation thereof to the City/Agency for its approval.
Presented by Approved as to form by
Chris Salomone
Community Development Director
""heri"'",
2
g/¡O3
RESOLUTION NO. J!i!. !j
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE AMENDED AND
RESTATED RANCHO DEL REY SPA III AFFORDABLE
HOUSING AGREEMENT WITH RANCHO DEL REY
INVESTORS, L.P.
WHEREAS, pursuant to that certain Agreement Concerning Rancho Del Rey and
Low-Moderate Income Housing, dated August 7, 1990, Rancho Del Rey Investors, loP.,
a California limited partnership ("RDR"), as successor in interest to Rancho Del Rey
Partnership, a California general partnership, is obligated to provide 23 low income
housing units to the City in connection with its development of SPA III of the Rancho
Del Rey master planned community (the "SPA III Affordable Housing Obligation"); and,
WHEREAS, RDR has been negotiating with the City an agreement (the "SPA 111
Affordable Housing Agreement") which sets forth (1) the terms and conditions pursuant
to which RDR may fulfill its SPA III Affordable Housing Obligation; (2) the security being
provided to the City in order to secure such obligation; and (3) other terms and
conditions relating to the continued development of SPA III and the potential creation
and allocation of surplus "affordable housing credits" in the event RDR performs certain
duties under such agreement; and,
WHEREAS, one of the methods for RDR satisfying its SPA III Affordable Housing
Obligation contemplated by the SPA 111 Affordable Housing Agreement is the donation,
subject to certain terms and conditions, by RDR to the City of certain real property
within SPA III, owned by RDR, comprised of an approximately 2.97 acre parcel, as more
particularly described in Exhibit A attached hereto ("Site"), and the development of the
Site by third parties. into an affordable housing project (the "Project"); and,
WHEREAS, the terms for the transfer of the Site by RDR to the City are more
specifically set forth in that certain Rancho Del Rey Spa III Conveyance Agreement and
Escrow Instructions between RDR and the City (the "RDR/City Transfer Agreement")
being approved by the City concurrently herewith; and,
WHEREAS, the terms and conditions for the transfer of the Site by the City to
the proposed developers of the Project and the City and Agency's funding commitment
to the Project, subject to certain terms and conditions, are being approved concurrently
herewith.
NOW, THEREFORE. the City Council of the City of Chula Vista hereby resolves
as follows:
~ / \ ()~
-
Resolution No.
Page 2
1. Rp.<'.it"l~ TrilP. "nli C'.orrp.<'.t
The City finds and determines the recitals set forth above are true and correct
to the best of its knowledge.
2. Apprnv,,1 of C'.ity/C'.onvp.y"n<'.p. Agrp.p.mp.nt "nli F~<'.rnw In~tnl<'.tion~ "nli thp. SPA
III Affnrli"hlp. HoII~ing AgrP.p.mp.nt
The City (a) approves the SPA III Amended and Restated Affordable Housing
Agreement and the RDR/City Conveyance Agreement and Escrow Instructions
in substantially the form presented, with such minor modifications as may be
required or approved by the City Attorney; and (b) authorizes the Mayor to
execute same, the final form of such agreements to be kept on file with the City
Clerk as known as document numbers CO95-021 and CO95-022, respectively.
3. nirp.<'.tion~ to St"ff
City staff is hereby authorized and directed to take any appropriate action
consistent with the purposes of this Resolution.
Presented by Approved as to form by
lk. ~
-
Chris Salomone
Community Development Director
~- 110
"