Loading...
HomeMy WebLinkAbout2008/02/25 RDA Item 2 CITY COUNCIL & REDEVELOPMENT AGENCY AGENDA STATEMENT ~\ff:. OlY OF ~CHULA VISTA FEBRUARY 26,2008, Item-L SUBMITTED BY: REVIEWED BY: JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING (1) AN AMENDMENT TO THE EXISTING AFFORDABLE HOUSING REGULATORY AGREEMENT AND ITS FIRST AMENDMENT FOR THE 115 MODERATE-INCOME FOR-SALE UNITS AND THE 92 LOW-INCOME RENTAL UNITS; AND (2) AN AMENDMENT TO THE AFFORDABLE HOUSING AGREEMENT FOR THE 92 LOW-INCOME RENTAL UNITS IN NEIGHBORHOOD R-19 IN OTA Y RANCH VILLAGE ELEVEN. ASSISTANT DIRECTOR F REDEVELOPMENT & HOUSING (j2; CITY MANAGER 4/5THS VOTE: YES D NO ~ ITEM TITLE: SUMMARY Brookfield Shea Otay LLC, the City of Chula Vista and/or Agency have previously entered into several regulatory and financial agreements for the purpose of providing affordable housing opportunities within the Winding Walk master planned community. In partial satisfaction of these agreements, CIC Landings, LLC (CIe) is constructing and will own and operate a 92-unit low-income apartment development, known as the Landings at Winding Walk (Landings). During the closing of escrow and securing of fmancing for the project, CIC determined that amendments were necessary to the Affordable Housing Regulatory Agreement, its First Amendment, and the Affordable Housing Agreement to clarify the affordable housing obligations and conflicts oflaw. Adoption of the Resolution will amend these agreements. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the proposed project was adequately covered in a previously adopted Final Second Tier Environmental Impact Report, EIR 01-02. Thus, no further CEQA review is necessary. RECOMMENDATION That the Council and Redevelopment Agency adopt the Resolution. 2-1 FEBRUARY 26, 2008, ItemL Page 2 of 4 BOARDS/COMMISSION RECOMMENDATION On February 28, 2007, the Housing Advisory Commission voted to recommend the development of The Landings at Winding Walk as an affordable rental community and the conditional approval of HOME funds to assist in its fmancing. DISCUSSION To satisfy the affordable housing obligations for Winding Walk and implement the various executed agreements, Brookfield Shea proposed development of two separate projects. The property was subdivided into two separate lots to allow for separate development and ownership. Brookfield Shea has conveyed one parcel to CIC to construct, own and operate a 92-unit affordable rental project, known as the Landings while retaining the other parcel for the development of 115 for-sale condominium units. During the closing of escrow and securing of financing for the Landings, CIC and its representatives determined that certain amendments to the Agreements were necessary to appropriately reflect the low and moderate-income affordable housing obligations of each property and conflicts oflaw. Affordable Housinl! Rel!Ulatorv Al!reement and its First Amendment The Affordable Housing Regulatory Agreement (Regulatory Agreement) recorded in December 2006 outlined Brookfield Shea's original proposal to develop an affordable condominium project with the units to be sold as affordable to both low and moderate-income households. Subsequently, Brookfield Shea decided to meet the 92-unit low-income housing obligation through the development of an affordable rental project (Landings) rather than a for-sale condo project. The Regulatory Agreement was amended to reflect the change (First Amendment). The property was subdivided into two parcels to allow for the separate development and ownership of the two different projects, the Landings on one and a moderate-income for-sale condo project on the other. Although the property was subdivided with the intent of each project satisfying their own respective obligation, the Regulatory Agreement continues to encumber both parcels and therefore legally obligates each parcel to provide both the low and moderate-income housing. An amendment to the Regulatory Agreement and the First Amendment are necessary to assign the low and moderate-income obligations, covenants, and requirements to the respective parcels. Affordable Housinl! Al!reement (For-rent Al!reement) The Affordable Housing Agreement (For-Rent Agreement) recorded in December 2007 serves as the regulatory agreement for the Landings and is recorded solely on that property. The For-Rent Agreement controls and supersedes all of the provisions of the Regulatory Agreement related to the low-income units. An amendment to this agreement is necessary to clarify any conflicts of law. 2-2 FEBRUARY 26, 2008, Item~ Page 3 of 4 DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and the Redevelopment Agency and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. FISCAL IMPACT There are no costs related to this action. ATTACHMENTS 1. Location Map Prepared by: Leilani Hines, Principal Project Coordinator, Redevelopment & Housing 2-3 -.. ~~ ~= ~ <00( ~s FEBRUARY 26,2008, Item 2- Page 4 of 4 Attachment 1 . I '" ~ I .. " & \ - =\ \ ~ <I:l s ?-4 RESOLUTION NO. 2008- (RDA RESOLUTION NO. 2008-~ JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING (1) AN AMENDMENT TO THE EXISTING AFFORDABLE HOUSING REGULATORY AGREEMENT AND ITS FIRST AMENDMENT FOR THE 115 MODERATE INCOME FOR-SALE UNITS AND THE 92 LOW-INCOME RENTAL UNITS; AND (2) AN AMENDMENT TO THE AFFORDABLE HOUSING AGREEMENT FOR THE 92 LOW-INCOME RENTAL UNITS IN NEIGHBORHOOD R-19 INOTA YRANCHVILLAGE ELEVEN WHEREAS, Brookfield Shea Otay, LLC (Brookfield Shea) originally proposed to build 207 affordable for-sale units (92 low income and 115 moderate income) in Neighborhood R-19 ofOtay Ranch Village Eleven to satisfY its affordable housing obligations; and WHEREAS, the City ofChula Vista (City) and Brookfield Shea entered into an Affordable Housing Regulatory Agreement (Regulatory Agreement) to assure the continued affordability of these for-sale units; and WHEREAS, Brookfield Shea, the City and the Agency entered into a separate Affordable Housing Agreement recorded December 4,2007, as Document No. 2007-0753144 in the Official Records (For-Rent Agreement) and the First Amendment to Affordable Housing Regulatory Agreement recorded August 29, 2007, as Document No. 2007 (First Amendment) to allow the construction and operation ofthe 92 units for low income households as a multifamily rental housing project, known as the Landings, by CIC Landings, LLC (CIe) (which approval was made by City Council Resolution No. 2007-064 and conditioned upon the obtaining of subsidies and tax credits including those from the State of California Multifamily Housing Program) while maintaining the 115 moderate income units as for-sale units; and WHEREAS, in November 2007, Brookfield Shea processed a subdivision map for its real property and subdivided Lot 1 of Chula Vista Tract No. 01-11 Otay Ranch Village 11 Neighborhoods MU-19 and R-19 into two separate lots to allow for the separate ownership and development of the 115 moderate income for-sale units and the Landings. These lots are now known as Lot 1 and Lot 2 Chula Vista Tract No. 01-11 Otay Ranch Village 11 portions of Neighborhoods MU-19 and R-19 according to Map No.15640, filed in Official Records of San Diego County, and these two lots are sometimes collectively referred to herein as the "Real Property"; and 1:\AtlomeyIRESOIREDEVELOPMEN1\Tbe Landings Amendment v3_02-26-08.doc 2-5 Resolution No. 2008-_ RDA Resolution No. 2008-_ Page 2 WHEREAS, Brookfield Shea is the legal owner of the fee title to Lot 1 of the Real Property. Lot 1 is currently unimproved and will be developed, constructed and operated by Brookfield Shea as a multifamily housing project of 115 Moderate Income Units and 32 unrestricted Units (Moderate Income Project). Through the complete and satisfactory performance of the eity's moderate income housing obligations, covenants, requirements and conditions of the Regulatory Agreement and the First Amendment to the Regulatory Agreement, Brookfield Shea intends for the Moderate Income Project to satisfy its obligations for Moderate Income Units; and WHEREAS, eIe is the legal owner of the fee title to that portion of the Real Property, known as Lot 2. Lot 2 ofthe Real Property is currently undergoing construction and development for operation as a multifamily rental housing project of 92 Low Income Units by eIe (Apartment Project). Through complete and satisfactory performance of the eity's low income housing obligations, covenants, requirements and conditions under the For-Rent Agreement and any amendments thereto, eIe intends for the Apartment Project to satisfy the obligations for Low Income Units; and WHEREAS, Brookfield Shea desires to remove the obligation to provide Low Income Units on Lot 1, so Brookfield Shea can designate Lot 1 as the Moderate Income Parcel on which the Moderate Income Units will be developed; and WHEREAS, eIe desires to remove the obligation to provide Moderate Income Units on Lot 2, so eIe can designate Lot 2 as the Low Income Parcel on which the Low Income Units will be developed; and WHEREAS, through a Second Amendment to the Regulatory Agreement, the eity, Brookfield Shea, and eIe desire to allocate the affordable housing obligations arising out of the Master Affordable Housing Agreement, Regulatory Agreement, For-Rent Agreement, and all amendments thereto, to individual parcels and their respective owners or successors in interest such that the Moderate Income Units shall be provided on Lot 1 and the Low Income Units shall be provided on Lot 2; and WHEREAS, additionally, criteria for the priority and selection of tenants have been developed and included in the body of the For-Rent Agreement. Since the execution of the For-Rent Agreement, it has come to the attention of the Agency, that in certain circumstances and during the timeframe that U.S. Housing and Urban Development (HUD) restrictions are in place, the criteria developed for residential preferences may not be in full compliance with relevant HUD regulations. In such situations, City would like to ensure that the language of the For-Rent Agreement is made consistent with applicable law and all relevant regulations for the receipt and use of HOME funds; and J:\Atlomey\RESO\REDEVELOPMENT\The Landings Amendment v3_02-26-08.doc 2-6 Resolution No. 2008-_ RDA Resolution No. 2008-_ Page 3 WHEREAS, the For-Rent Agreement, as originally drafted and executed, also contains a provision, Article 6, entitled Conflicts of Law, which addresses conflicts with state and federal laws enacted after the For Rent Agreement was executed. Though such provision creates a process by which the conflicts will be resolved, it does not contemplate how CIC is to meet its obligations under the For-Rent Agreement without running afoul ofthe law that is the subject of the conflict. It is the intent of this Amendment to permit CIC to comply with the law without breaching the terms and conditions of the For Rent Agreement; and WHEREAS, all parties desire to amend the Regulatory Agreement, the First Amendment thereto, and the For-Rent Agreement to address these matters. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City ofChula Vista and the Redevelopment Agency ofthe City ofChula Vista as follows: 1. That it authorizes the City Manager to execute an amendment to the existing Regulatory Agreement for the 115 moderate income for-sale units and the 92 low income rental units, known as the Landings, in Neighborhood R-19 ofOtay Ranch Village Eleven, as attached hereto as Exhibit I; and 2. That it authorizes the City Manager and the Executive Director of the Redevelopment Agency to execute an amendment to the existing For Rent Agreement for the 92 low income rental units, known as The Landings, in Neighborhood R-19 ofOtay Ranch Village Eleven, as attached hereto as Exhibit 2. Eric Crockett Redevelopment & Housing Assistant Director ~ Moor~ C ty Attorney/Agency Counsel Presented By J:\AlIomeyIRESOIREDEVELOPMEN1\The Landings Amendment v3_0Z.26-0S.doc 2-7 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL Ann Moore City Attorney Dated: 2..(26 /0& Second Amendment to Affordable Housing Regulatory Agreement and Amendment to First Amendment to Affordable Housing Agreement 2-8 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City ofChula Vista 276 Fourth Avenue Chula Vista CA 91910 Attn: City Clerk No fee for recording pursuant to Government Code Section 27383 (Space above for Recorder's Use) SECOND AMENDMENT TO AFFORDABLE HOUSING REGULATORY AGREEMENT AND AMENDMENTTOF~TAMENDMENTTO AFFORDABLE HOUSING REGULATORY AGREEMENT THIS SECOND AMENDMENT to the Affordable Housing Regulatory Agreement and Amendment to First Amendment~. Affordable Housing Regulatory Agreement ("2nd Amendment") is entered into on the day of February, 2008, by and among the CITY OF CHULA VISTA, a public body, co orate and politic, of the State of California ("City"); WINDING WALK RESIDENTIAL, LLC, a Delaware limited liability company ("Developer"); and CIC LANDINGS, L.P., a California Limited Partnership ("Apartment Developer"). The City, Apartment Developer, or the Developer may be referred to herein individually as "Party" and collectively as "Parties." RECITALS A. WHEREAS, as a condition of development in Otay Ranch, Village 11, Council Resolution No. 2003-492, and that certain Affordable Housing Agreement previously entered into between the City and Developer's predecessor and recorded on February 24, 2003 as Document No. 2003-0200562 in the official records of the San Diego County Recorder's office ("Master Affordable Housing Agreement"), Developer is obligated to provide a specified percentage of affordable housing units within Village 11; and B. WHEREAS, on September 5, 2006, City and Developer's predecessor entered into an Affordable Housing Regulatory Agreement, recorded as Doc. No. 2006-855757 on December 1, 2006 in the official records of the San Diego County Recorder's Office ("Regulatory Agreement") wherein, Developer agreed to provide two hundred seven (207) affordable units ("Affordable Units") on that certain real property, identified in Exhibit A to the Regulatory Agreement, and owned at the time of execution of such document by Developer's predecessor ("Real Property"); and 1 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-9 C. WHEREAS, pursuant to the Regulatory Agreement, of the 207 Affordable Units, Developer was required to provide one hundred fifteen (115) as affordable to Moderate Income Buyers ("Moderate Income Units") and the remaining ninety-two (92) as affordable to Low Income Buyers ("Low Income Units"). Though the Master Affordable Housing Agreement permitted affordable housing obligations to be met through a variety of housing types, such as "for sale" and "rental", the Regulatory Agreement required all 207 Affordable Units to be "for sale"; and D. WHEREAS, subsequent to execution of the Regulatory Agreement, the Developer proposed an alternative affordable housing project that would permit the development of the Low Income Units as rental housing ("For-Rent Units"), rather than "for sale"; and E. WHEREAS, on August 9, 2007, the Developer and the City executed the First Amendment to the Affordable Housing Regulatory Agreement, recorded as Doc. No. 2007- 0574894 on August 29, 2007 in the official records of the San Diego County Recorder's office ("1st Amendment to the Regulatory Agreement") wherein the obligation to provide 92 Low Income Units as "for sale" was amended to an obligation to provide 92 Low Income Units as rental housing, provided the Developer executed a "For-Rent Agreement", which would place covenants, conditions, and restrictions on, among other things, the management, maintenance, affordability, and use of the Low Income Units; and an apartment developer secured fmancing necessary for the Low Income portion of the Project; and F. WHEREAS, at the time of the execution of the Regulatory Agreement and the 1st Amendment to the Regulatory Agreement, Developer was the owner of the Real Property and the obligations for both Low Income Units and Moderate Income Units were recorded thereon, such that all parcels resulting from a future subdivision of the Real Property would remain encumbered with obligations for both Low Income Units and Moderate Income Units. G. WHEREAS, concurrent with the execution of the 1st Amendment to the Regulatory Agreement, the Developer and City entered into the "For-Rent Agreement", titled Affordable Housing Agreement. Such Agreement affects only a portion of the property covered by the Regulatory Agreement, and provides for the development of and regulates the rental, maintenance, and management of 92 Low Income Units in furtherance of the 1st Amendment to the Regulatory Agreement; and H. WHEREAS, in November 2007, Developer processed a subdivision map for the Real Property and subdivided Lot 1 of Chula Vista Tract No. 01-11 Otay Ranch Village II Neighborhoods MU-19 and R-19 according to Map thereofNo.15479 into two separate lots with the intention of creating a lot on which the Low Income Units would be developed ("Low Income Parcel") and a lot on which the Moderate Income Units would be developed ("Moderate Income Parcel"). The Moderate Income Parcel is now known as "Lot I", and the Low Income Parcel is now known as "Lot 2", of Chula Vista Tract No. 0 I-II Otay Ranch Village II portions of Neighborhoods MU-19 and R-19 according to Map thereofNo.15640 filed in Official Records of San Diego. 1. WHEREAS, the For-Rent Agreement was recorded on December 4, 2007 at the office of the San Diego County Recorder as Doc. No. 2007-0753144 as an encumbrance on Lot 2 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-10 2. The recording of this For-Rent Agreement was intended to supersede the requirements of the Regulatory Agreement with respect to the provision of Low (but not Moderate) Income Units on Lot 2, provided that the fmancing for the Low Income Units was secured. The obligation for Moderate Income Units was intended to remain only on Lot I pursuant to the Regulatory Agreement and the 15t Amendment to the Regulatory Agreement; and J. WHEREAS, Lot I is currently unimproved and will be developed, constructed and operated by Developer as a multifamily housing project of one hundred fifteen (II 5) Moderate Income Units and thirty two (32) unrestricted Units ("Moderate Income Project"). Through the complete and satisfactory performance of the City's moderate income housing obligations, covenants, requirements and conditions of the Regulatory Agreement and the 1st Amendment to the Regulatory Agreement, the Developer intends for the Moderate Income Project to satisfy its obligations for Moderate Income Units; and K. WHEREAS, Lot 2 of the Real Property is currently undergoing construction and development for operation as a multifamily rental housing project of ninety-two (92) Low Income Units by Apartment Developer ("Apartment Project"). Through complete and satisfactory performance of the City's low income housing obligations, covenants, requirements and conditions under the For-Rent Agreement, the Apartment Developer intends for the Apartment Project to satisfy the obligations for Low Income Units; and 1. WHEREAS, the Developer desires to remove the obligation to provide Low Income Units on Lot I, thus clarifying that Lot 1 is the Moderate Income Parcel on which the Moderate Income Units will be developed; and M. WHEREAS, the Apartment Developer desires to remove the obligation to provide Moderate Income Units on Lot 2, thus clarifying that Lot 2 is the Low Income Parcel on which the Low Income Units will be developed; and N. WHEREAS, through this 2nd Amendment to the Regulatory Agreement, the City, the Developer, and the Apartment Developer desire to allocate the affordable housing obligations arising out of the Master Affordable Housing Agreement, Regulatory Agreement, For-Rent Agreement, and all amendments thereto, to individual parcels and their respective owners or successors in interest such that the Moderate Income Units shall be provided on Lot 1 and the Low Income Units shall be provided on Lot 2. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree to a Second Amendment to the Regulatory Agreement, which shall amend the Regulatory Agreement as follows: 3 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-11 1. Exhibits. Exhibit A of the Regulatory Agreement, and Exhibit A of the I st Amendment to the Regulatory Agreement, are each amended and restated in their entirety to be added to read as set forth in the attached Exhibit A, which contains the legal description for Lot 1, the Moderate Income Parcel of this 2nd Amendment. 2. Release of Respective Lots From Inapplicable Portions of Regulatory Agreements. Lot I is hereby released from any obligation under the Regulatory Agreement or the I st Amendment to the Regulatory Agreement to provide any Low Income Housing, or to satisfy any Low Income Housing obligation. Lot 2 is hereby released from the Regulatory Agreement and the I st Amendment to the Regulatory Agreement, but leaving the For-Rent Agreement effective as to Lot 2. 3. No Other Changes. This 2nd Amendment changes only those sections of the Regulatory Agreement and the I st Amendment to the Regulatory Agreement specifically identified in sections I through 2, above. No other changes to the Regulatory Agreement or the 1st Amendment thereto are contemplated or intended by this 2nd Amendment. The balance of the Regulatory Agreement and the 1st Amendment thereto shall remain unchanged and in continue full force and effect with respect to Lot I. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CI1Y: CITY OF CHULA VISTA, a public body, corporate and politic, of the State of California By: Name: Title: ATTEST: Susan Bigelow, City Clerk APPROVED AS TO FORM: City Attorney 4 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-12 "DEVELOPER": WINDING WALK RESIDENTIAL LLC, a Delaware limited liability company By: BROOKFIELD SHEA OTAY, LLC, a California limited liability company By: SHEAOTAYVILLAGE 1l,LLC, a California limited liability company By: Shea Homes Limited Partnership, a California limited partnership, its sole member ~' By' Na~e: - - ~ - r"n' "i' Authorized Agent Date: 2-/1 'lIDS, ~:;., df..~ !:. Authorized Agent Date: 2/ (q /08 By: Brookfield Otay LLC, a Delaware limited liability company, member Date: z.. By: ~ Name: Title: Date: 5 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-13 "APARTMENT DEVELOPER": CIC LANDINGS, L.P., a California limited partnership By: Ajax-Landings, LLC, a California limited liability company, its Administrative General Partner By: Chelsea Investment Corporation, a California corporation, its Manager By: Name: Its: PresiclsBt , Date: ~O~ By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By: Name: Jack K. Jaynes Its: Executive DirectorlPresident _~K~ Date: '>-If 1 ( '" g 6 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-14 EXHIBIT A Legal Description All of that certain real property situated in the City of Chula Vista, County of San Diego, State of California, described as follows: Lot I ofCHULA VISTA TRACT NO. 01-11 OTAY RANCH-VILLAGE 11 PORTIONS OF NEIGHBORHOODS MU-I AND R-19, in the City of Chula Vista, County of San Diego, State of California, according to Map thereof No. 15640, filed with the County Recorder of San Diego County on November 8, 2007. 7 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-15 ACKNOWLEDGMENT Stateof (Jal/lOr/J/.d } <4 . }ss Countyof VolA U,O } On 7,.. h. (c;' ;}g p 1 before me, fin R. k /:.rWA 5 A Notary Public in and for said State, personally appeared C!t1..:r1/r',,) A. 3'lAm;/ , proved to me on the basis of satisfactory evidence to be the personEs1 whose nam~ is/ere subscnlled to the within instrument and acknowledged to me that he/sheAhey- executed the same in hisIherItlIeir authorized capacity(iesT. and that by hisfhcr.%eir- signaturefs1 on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURy under the laws of the State of California that tbe foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ - -- - - - - - - - - - . f @ G. R. WIIHEIlS _ Convnlalon # 161C061 I.. Nofory P\bIIc . ealllomlcl f kin ~ County - j _ _ _ ~~~~~~8~2~of ? til W/16?S 8 700904979v2 G:\Wp\70G9\OO:S LandiDgs\City DDcs:l;ZndAmdt to Affordable HDusing Rcgu.WOl')' Agmt 02J908.DOC' 2-16 ACKNOWLEDGMENT State of Ca;;!;YY7/",;; } ~ }ss County of c;J/V) {)717 } On ~.6. (q db# 1 before me, G 1< )0fI-A~ A7 A Notary Public in and for said State, personally appeared proved to me on the basis of e person(s}' whose nam~ islm:e-subscribed to the within inslrument and acknowledg to me that he,lsa.Jth~y executed the same in h~ authorized capacity{iesJ, and that by hislherltheif. signature(sTon the inslrument the person{5r, or the entity upon behalf of which the personW"acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~- - - - ~~~~~6&- J i@ NoIary 1'I.lblIc. CoUlcmla I san DJego County - ~""""... _ ~:~~~r~~a.:.2~of ~ WJ?~A~ 9 100904979v2 G:\Wp\70G9\OOS Luuimgs\City Doc..",\2nd, Amat 10 Affordable Housing; Regulatory Apt 02l90S.DOC 2-17 ACKNOWLEDGMENT State of } }ss } County of On before me, AN otary Public in and for said State, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 10 700904979v2 G:\ Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-18 ACKNOWLEDGMENT State oCLahl-Of r'lia } }ss County of ~., D10C> } On~b. 1'\ 2.00P- before me, ,<;al'a.h.J. :l3ec1:Nlal1 A Notary Public in and for said State, personally appeared 'Pcivl L. Bo..rne<:,. orJ ,john B .1Ja...nC-!ie..... , proved to me on the basis of satisfactory evidence to be the personlS) whose name6) i~ subscribed to the within instrument and acknowledged to me that he/she/~ executed the same in his/her/~ authorized capacity~, and that by his/her/Qsign';mi;~ on the instrument the person@or the entity upon behalf of which the persor@ acted, executeo the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ - - - - - - - - - ~ - - SARAH J. BeCKMAN $ ~ Commission # 1591B62 ~ ! -,.; Notary Public . CofWornla ~ .. San Diego Counly - . My Comm. Expires Jut I, 2009 jJ- f ILt4H4N 11 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-19 ACKNOWLEDGMENT State of 0() \ i ~n\ i (\ County of &f\ 0 i eczo On yen. \ql~ before me, 3toce~ V\\'\DS'YlM A Notary Public in and for said State, personally appeared } }ss } Mo..<<I O. (J~'(\e~ Me!. lo.xYI.g Cc& S , 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 k:efflfte/they executed the same in 1;i3.'hcr/their authorized capacity(ies), and that by ~/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ 12 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Amdt to Affordable Housing Regulatory Agmt 021908.DOC 2-20 ACKNOWLEDGMENT State of } }ss } County of On before me, A Notary Public in and for said State, personally appeared , 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 hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 13 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-21 ACKNOWLEDGMENT State of } }ss } County of On before me, A Notary Public in and for said State, personally appeared , 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 hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 14 700904979v2 G:\Wp\7069\005 Landings\City Docs\2nd Arndt to Affordable Housing Regulatory Agmt 021908.DOC 2-22 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCI ~ Dated: 2! 2..D I ceo First Amendment of Affordable Housing Agreement 2-23 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Chula Vista 276 Fourth Avenue Chula Vista CA 91910 Attn: City Clerk No fee for recording pursuant to Government Code Section 27383 SPACE ABOVE THIS LINE FOR RECORDER'S USE FIRST AMENDMENT OF AFFORDABLE HOUSING AGREEMENT This FIRST AMENDMENT OF AFFORDABLE HOUSING AGREEMENT ("l't Amendment") is made and entered into effective this _ day of February, 2008, by and among the City of Chula Vista, a municipal corporation ("City"), the Redevelopment Agency of the City of Chula Vista, a public body, corporate and politic ("Agency"), and CIC Landings, L.P" a California limited partnership ("Low Income Apartment Owner") and/or its successors or assignees. Unless otherwise defined herein, capitalized terms shall have the same meaning as ascribed in the For-Rent Agreement (defined in Recital Paragraph A, below). RECITALS A. Winding Walk Residential LLC ("Developer") previously entered into that certain Affordable Housing Agreement with the Agency and the City and recorded on December 4, 2007 as Document No. 2007-0753144 in the Official Records of San Diego County, California ("For-Rent Agreement"). The For-Rent Agreement is recorded against certain real property more particularly described on Exhibit A hereto and incorporated herein ("Real Property"). B. Developer has recently conveyed to Low Income Apartment Owner the Real Property. Real Property is currently being improved and will be developed, constructed and operated as a multifamily rental housing project of ninety-two (92) units for low-income households by Low Income Apartment Owner ("Low Income Apartment Project"), C. In the marketing and selection of tenants, the City and the Agency would like to provide Chula Vista residents, particularly persons displaced from their residence as a result of certain defined circumstances, priority in the process for selection of tenants. Criteria for the priority and selection of tenants have been developed and included in the body of the For-Rent Agreement. Since the execution of the For-Rent Agreement, it has come to the attention of the Agency, that in certain circumstances and during the timeframe that HUD restrictions are in place, the criteria developed for residential preferences may not be in full compliance with relevant HUD regulations. In such situations, City would like to ensure that the language of the For-Rent Agreement is made consistent with applicable law and all relevant regulations for the receipt and use of HOME funds. D, The For-Rent Agreement, as originally drafted and executed, also contains a provision, Article 6, entitled Conflicts of Law, which addresses conflicts with state and federal I G:\Wp\7069\OOS Landings\City Docs\Exhibit 2_15t Arndt Affordable Housing Agmt Renta12008_021908.DOC 2-24 laws enacted after the For-Rent Agreement was executed. Though such provision creates a process by which the conflicts will be resolved, it does not contemplate how the Low Income Apartment Owner is to meet its obligations under the For-Rent Agreement without running afoul of the law that is the subject of the conflict. It is the intent of this Amendment to permit the Low Income Apartment Owner to comply with the law without breaching the terms and conditions of the For-Rent Agreement. E. The parties desire to amend the For-Rent Agreement to address these matters as provided herein below. NOW THEREFORE, the City, Agency, and Low Income Apartment Developer hereby agree to amend the For-Rent Agreement as follows: I. Incorporation of Recitals. It is agreed that the Recitals set forth above are true and accurate and are hereby incorporated as a part of the agreements hereof, by this reference, as though fully set forth herein. 2. Amendment to ARTICLE 3. Section 3.2 Marketing and Selection of Tenants. ADD: Section 3.2(d) Conflict With Law or Regulations. To the extent that any of the marketing and selection criteria are inconsistent with, conflict with, or are in violation of federal, state, or local statutes, ordinances, or regulations, including those promulgated by HUD and specifically inclusive of the HUD Handbook (collectively, "Law"), Developer shall be required to comply with such marketing and selection criteria only to the extent possible and/or permitted under Law. 3. Amendment to Article 6. Section 6.1 Conflict ofCitv and State or Federal Laws. RENUMBER: Section 6.1.1 shall be renumbered to Section 6.1.2 Section 6.1.2 shall be renumbered to Section 6.1.3 ADD: 6.1.1 Conformance With Aoolicable Law. If any provision of this Agreement is determined by the City and/or Agency, or a court, to be in violation of applicable local, state and/or federal laws, the Low Income Apartment Owner shall comply with such provisions only to the extent permitted by local, state and/or federal law, and the City and Agency shall not seek enforcement nor declare a breach. 4. Scooe of Amendment. This 1" Amendment changes only those sections of the For-Rent Agreement specifically identified in sections I through 3, above. No other changes to the For-Rent Agreement are contemplated or intended by this 1" Amendment. The balance of the For-Rent Agreement shall remain unchanged and continue in full force and effect. [SIGNATURES CONTINUED ON FOLLOWING PAGEl 2 G:\ Wp\7069\005 Landings\City Docs\Exhibit 2 _1st Arndt Affordable Housing Agmt Rental 2008_ 021908.DOC 2-25 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. "CITY": CITY OF CHULA VISTA, a municipal corporation of the State of California By: Cheryl Cox, Mayor "AGENCY": Redevelopment Agency of the CITY OF CHULA VISTA, a public body, corporate and politic By: Its: David R. Garcia, Executive Director ATTEST: Donna Norris, Assistant City Clerk/Agency Secretary APPROVED AS TO FORM: . Ann Moore, City and Agency Attorney 3 G:\Wp\7069\OOS Landings\City Docs\Exhibit 2_1st Amdt Affordable Housing Agmt Rental 2008_021908.DOC 2-26 APARTMENT OWNER: CIC LANDINGS, L.P., a California limited partnership By: Ajax-Landings, LLC, a California limited liability company Its: Administrative General Partner Its: Chelsea Investment Corporation, a California W''tc -C ~;;/~1:;,/!t~;;d By: By: Name: Its: By: Pacific Southwest Community Development Corporation, a California non-profit mutual benefit corporation, Its: Managing General Partner ~:.". ~:t~~;;h:d,"'?)r~ i),,,,, tF, 4 G:\Wp\7069\005 Landings\City Docs\Exhibit 2 _1st Amdt Affordable Housing Agmt Rental 2008_ 021908.DOC 2-27 Exhibit A Legal Description of the Low Income Affordable Project All of that certain real property situated in the City of Chula Vista, County of San Diego, State of California, described as follows: Lot 2 of CHULA VISTA TRACT NO. 01-11 OTAY RANCH-VILLAGE 11 PORTIONS OF NEIGHBORHOODS MU-l AND R-19, in the City of Chula Vista, County of San Diego, State of California, according to Map thereof No. 15640, filed with the County Recorder of San Diego County on November 8, 2007. 5 G:\Wp\7069\005 Landings\City Docs\Exhibit 2_1 st Arndt Affordable Housing Agmt Rental 2008_ 021908.DOC 2-28 ACKNOWLEDGMENT State of e a//-ftfll/) J ~ } }ss County of j d-.tL n'1t; } On ).-Ic?-OIa01beforeme, 6-r:, M'-fAb?~ A Notary Public in and for said State, personally appeared (lit 2iA../e:5 A- ~A/'}1'ul , proved to me on the basis of satisfactory evidence to be the person(s1-'whose namefs1- is! are- subscribed to the within instrument and acknowledged to me that heLsj;I'~lthey executed the same in hislher1theif authorized capacity~), and that by his/fter,'lheirsignatur~ on the instrument the personEst;-or the entity upon behalf of which the perso~acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. J-----:~~---- -8 con:.::;~ ~ ~ NoIaIy PublIc . CoIIlomIa I i San CMego CculIv i _ _.... ~~~~~':20~ r;A ~ )( ffiMcr 6 G:\Wp\7069\005 Landing~\City Docs\Exhibit 2 _1st Arndt Affordable Housing Agmt Rental 2008_ 021908.DOC 2-29 ACKNOWLEDGMENT State of } }ss } County of On before me, AN otary Public in and for said State, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 7 G:\ Wp\7069\005 Landings\City Docs\Exhibit 2 _1st Arndt Affordable Housing Agmt Rental 2008_ 021908.DOC 2-30 ACKNOWLEDGMENT State of ~-<y/ Arl1 ;/V } }ss County of ~M U;JO } On ;}-/9-;<OO( before me, ~:;( Juft-h~c; A Notary Public in and for said State, personally appeared proved to me on the basis of be th personW whose nameW- is/are- subscribed to the within instrument and acknowledge to me that he/SB@ithey executed the same in his/hel','the;, authorized capacity(tes), and that by his,1,,,dlkif signatureW on the instrument the personEsT. or the entity upon behalf of which the personts} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. l~- ~~o:.~ ~ ~.. Notary PublIc - CaIIam i J _ _ _ !:'V~:;~2~~ fJ. ~ Mht?A5 8 C:\Documents and Settings\gwithers\Local Settings\Temporary Internet Files\OLKl\Ex.hibit 2_1st Arndt Affordable Housing Agmt Rental 2008_02_1500C.DOC 2-31 ACKNOWLEDGMENT State of } }ss } County of On before me, A Notary Public in and for said State, personally appeared , 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 hislher/their authorized capacity(ies), and that by hislher/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 9 G:\Wp\7069\005 Landings\City Docs\Exhibit 2_1st Amdt Affordable Housing Agmt Renta12008_021908.DOC 2-32