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HomeMy WebLinkAboutCVRC Agenda Packet 2006/08/10~~ ~. al# of perlurY that I am ` P@n up~ 'I Q~e~l?9+ f ~. . • ~ , r~ rhd~ Vi ~a in the i o lrefplbrKert Dtl R ~ l~~ ni and that 1 posted ^ ' ~ CORPORATION n . ,ec ar Common ~ Ce ~9:.Y ' ~ i ~ 3u i'i~n Dozrd at the CH U La VISTA this Agenda~wocice cn ~~ a ce~ Building and at City Hall an i r v e blic S , , Pu w ff '' // DATEi_3~--SIGNED~n~ ~" REGULAR MEETING OF THE '~ CHULA VISTA REDEVELOPMENT CORPORATION (CVRC) y MEETING JOINTLY WITH THE REDEVELOPMENT AGENCY { OF THE CITY OF CHULA VISTA ' ' ' Thursday August 10 2006 6:00 p.m. '" , , , COUNCIL CHAMBERS 276 FOURTH AVENUE CHULA VISTA, CA 91910 r " ~ ~ CALL TO ORDER a CVRC ROLL CALL ' ~ Board Members Castaneda, Chavez, Desrochers, Lewis, , McCann, Paul, Rindone, Rooney and Chairman Padilla . REDEVELOPMENT AGENCY ROLL CALL ` r' ' 4° ~ ~ Agency Members Castaneda, Chavez, McCann, Rindone, and 3 Chair Padilla ,.. ~ PLEDGE OF ALLEGIANCE, MOMENT OF SILENCE ~. ~-~ ~-~ ° ' ~ CONSENT CALENDAR (Items 1 and 2) ,_ 1. APPROVAL OF MINUTES Staff Recommendation: That the CVRC approve the minutes ~, of July 13, 2006. k Y' 2. WRITTEN COMMUNICATIONS Memorandum from Chair Padilla requesting an excused absence from the CVRC meeting of August 10, 2006. Staff recommendation: CVRC excuse the absence. PUBLIC COMMENTS ACTION ITEMS 3. CONSIDERATION OF EXCLUSIVE NEGOTIATING AGREEMENT AND FINANCIAL ASSISTANCE FOR AN AFFORDABLE RENTAL HOUSING DEVELOPMENT WITHIN THE MERGED REDEVELOPMENT AREA - (Continued from the meeting of July 13, 2006) Wakeland Housing and Development Corporation is interested in developing an affordable, family rental project on the former Tower Lodge Motel site located at 1151 Broadway. Currently vacant, the former Tower Lodge Motel, represents an opportunity to remove an existing blighted property and the provision of new housing opportunities for predominately very low income households. In order to determine the feasibility of this project, staff is proposing financial assistance in the form of a predevelopment loan. The Agency is requested to consider a Predevelopment Loan Agreement for $200,000. Staff Recommendation: The CVRC adopt the following resolutions (3. a.) and (3.b.): a. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION REGARDING THE POTENTIAL DEVELOPMENT OF A REAL ESTATE PROJECT LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA b. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION RECOMMENDING [A] APPROVAL OF A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE DEVELOPMENT OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR SAID PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION The Redevelopment Agency adopt resolution (3.c.): c. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING [A] A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE Page 2 of 4 CVRC -Agenda - 08/10/06 3. Continued DEVELOPMENT AND OPERATION OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR THE PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION 4. CONSIDERATION OF AMENDMENTS TO EXCLUSIVE NEGOTIATING AGREEMENTS (ENA) WITH CITYMARK DEVELOPMENT LLC FOR SITES WITHIN THE MERGED AND TOWN CENTRE I REDEVELOPMENT AREAS Amendments to existing Exclusive Negotiating Agreements (ENA) with CityMark Development LLC to align the ENA timeline with the proposed date of adoption for the Urban Core Specific Plan (UCSP). Staff Recommendation: That the CVRC adopt the following resolutions: a. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT OF THE LANDIS AVENUE SOUTHEAST SITE b. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT OF THE THIRD AVENUE AND E STREET NORTHEAST SITE 5. BAYFRONT UPDATE Staff Recommendation: No action is needed at this time. 6. CHIEF EXECUTIVE OFFICER'S REPORTS 7. CHAIRMAN'S REPORTS 8. DIRECTORS' COMMENTS Page 3 of 4 CVRC -Agenda - 08/10/06 ADJOURNMENT The Chula Vista Redevelopment Corporation will adjourn to its next regularly scheduled meeting on August 24, 2006, at 6:00 p.m. The Redevelopment Agency will adjourn to its next regularly scheduled meeting on August 15, 2006, at 6:00 p.m. In compliance with the AMERICANS WITH DISABILITIES ACT The Chula Vista Redevelopment Corporation requests individuals who require special accommodations to access, attend, and/or participate in a CVRC 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 Community Development Department for specific information at (619) 691-5047, or Telecommunications Devices for the Deaf (TDD) at (619) 585-5655. California Relay Service is also available for the hearing impaired. Page 4 of 4 CVRC -Agenda - 08/10/06 MINUTES OF A REGULAR MEETING OF THE CHULA VISTA REDEVELOPMENT CORPORATION (CVRC) MEETING JOINTLY WITH THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA July 13, 2006 6:00 P.M. A Regular Meeting of the Chula Vista Redevelopment Corporation of the City of Chula Vista meeting jointly with the Redevelopment Agency of the City of Chula Vista, was called to order at 6:04 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. CVRC ROLL CALL PRESENT: Boazd Members: Chavez (arrived at 6:10 p.m.), Desrochers, Lewis, Paul, Rindone (amved at 6:07 p.m.), Rooney and Vice Chairman McCann ABSENT: Boazd Members: Castaneda, Chairman Padilla REDEVELOPMENT AGENCY ROLL CALL PRESENT: Agency Members: Chavez (arrived at 6:10 p.m.), Rindone (arrived at 6:07 p.m.), and Vice Chairman McCann ABSENT: Agency Members: Castaneda, Chairman Padilla ALSO PRESENT: Secretazy Smith, General Counsel Moore, Acting Community Development Director Hix, Redevelopment Manager Crockett PLEDGE OF ALLEGIANCE, MOMENT OF SILENCE CONSENT CALENDAR (Item 1) APPROVAL OF MINUTES -June 22, 2006 Staff Recommendation: That the CVRC approve the minutes of June 22, 2006. ACTION: Director Desrochers offered Consent Calendar Item 1. Director Lewis, seconded the motion, and it carried 5-0 with Directors Castaneda, Chavez, Rindone and Chairman Padilla absent. Director/Agency member Rindone arrived at 6:07 p.m. Director/Agency Chavez arrived at 6:10 p.m. PUBLIC COMMENTS Pat Aguilar stated that due to the Jade Bay Mobilehome Pazk zoning being changed by the Urban Core Specific Plan to high density residential, the mobilehome residents are being given notices to vacate by April 2007, and aze not being provided relocation assistance due to the bankruptcy. Ms. Aguilaz requested the CVRC provide whatever assistance possible to the residents. 1-1 PUBLIC COMMENTS Vice Chairman McCann inquired of General Counsel Moore as to whether those wishing to speak regarding the Jade Bay Mobilehome Park should speak under Public Comments or during Item 3, the closure of the public review period for the draft Environmental Impact Report for the City of Chula Vista's Draft Urban Core Specific Plan. Ms. Moore responded that Item 3 is geared towazds the EIR itself. The Jade Bay comments could be made under Public Comments, or, if they pertain to the EIR, during Item 3. Steve Molski inquired as to the meaning of relocation assistance, and whether it included the moving of furniture, a mobilehome, and/or assistance to purchase a new place. He then stated that the park owners aze making a profit when they rent and sell their property, which is not a humanitazian effort. He requested the CVRC make it cleaz as to what assistance will actually be available for people who are dislocated. Pat LaPierre stated there were 5 pazks in the Urban Core Specific Plan azea that will be affected by mobilehome pazk zoning changes, and inquired as to what happened to the 1980 initiative to protect mobilehome parks and residents. He further expressed concems that if the mobilehome park zoning is lifted, it will start a wave of potential pazk closures and 601 citizens would be displaced. He then requested consideration of keeping the mobilehome park zoning and limiting the rents that could be chazged. Vice Chairman McCann stated that staff was looking into the Jade Bay issues, and there would be additional time for those wishing to speak regazding the mobilehome parks under Item 3. PUBLIC HEARINGS 2. CONSIDERATION OF DESIGN REVIEW APPLICATION (DRC-OS-50) AND OWNER PARTICIPATION AGREEMENT FOR EXTERIOR AND INTERIOR TENANT IMPROVEMENTS TO MODIFY AN EXISTING STRUCTURE LOCATED AT 320 THIRD AVENUE FOR THE OPERATION OF A NEW FITNESS HEALTH CLUB On May 25, 2006, the CVRC reviewed the proposed exterior and interior tenant modifications to an existing stmcture located at 320 Third Avenue for the purpose of opening a 24 Hour Fitness Center. Based on concerns raised regarding the proposed exterior facade changes, the CVRC requested that the applicant meet with community representatives, including the Third Avenue Village Association, Town Centre PAC, and community organizations to consider their design input. Based upon the community input the applicant has incorporated a number of design element changes. Notice of the heazing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. Page 2 - CVRC/RDA Minutes 1 - 2 .QOV July 13, 2006 PUBLIC HEARINGS (continued) Acting Community Development Department Director Hix provided an introduction of the item, which was initially considered at the May 25`h CVRC meeting, noting that staff had been directed to gather additional community input on the design of the proposed facility. Community Development Specialist Lukes presented the staff report and responded to questions of the CVRC members. Richard Tanaka, project architect, provided a brief PowerPoint presentation showing the transition in the building design, based on incorporation of community and CVRC input, and responded to questions of the CVRC members. Ms. Lukes noted that the changes described, were consistent with the Town Centre Design Guidelines and the Urban Core Specific Plan design guidelines. Further, that upon completion of the Third Avenue Streetscape Master Plan, street furniture and other sidewalk/outside features will be determined. Director Paul inquired of the azchitect, whether there would be rooftop equipment. Mr. Tanaka responded that screening would be provided, but it would not change the outwazd appearance of what was presented in his renderings. Vice Chairman McCann opened the public hearing. Beckey Smiler, representing the Smiler Family Properties, owners of Park Plaza, and property manager of the parking gazage, inquired as to what was meant by the release of the easement on the existing parking structure. She stated she had spent 3 yeazs working with Redevelopment Agency staff to rewrite a poorly written Reciprocal Grant Establishing Restrictions and Covenants document, which was designed to say who could use, control and maintain the pazking structure. Presently, all tenants have ratified an amendment to the document, except for ABG partners, the building owners, who have never paid their fair share. She encouraged staff to address and resolve the existing problems prior to approval of the 24 Hour Fitness, as their membership will increase the usage of the parking structure. Vice Chairman McCann requested Redevelopment Manager Crockett meet with Ms. Smiler to discuss the issues she raised. Pamela Bensoussan, representing the Northwest Civic Association, thanked the project developer, owner and City staff for facilitating the meetings so the community could provide input. She then stated concerns with the entrance portal, which still seemed dominating, and recommended the parking gazage be looked at and enhancements encouraged. She spoke in support of the public art component, and inquired as to whether the revisions to the resolution that were discussed on May 25a' would be tied into the final resolution. Ms. Lukes responded in the affirmative, noting that a revised resolution had been provided on the dais, which incorporated the May 25`h revisions. Page 3 - CVRC/RDA Minutes ~ 1 - 3 July 13, 2006 PUBLIC HEARINGS (continued) Pat Aguilar, representing Crossroads II, distributed a handout of the original 24 Hour Fitness Center design rendering, beside the final design rendering, depicting the value of community input. She stated that Crossroads II supports the revised project in terms of architecture. There being no further members of the public wishing to speak, Vice Chairman McCann closed the public heazing. Staff Recommendation: The CVRC adopt the following resolution: ACTION: Director Rindone offered the resolution, heading read, text waived: CVRC RESOLUTION NO. 2006-030, RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION RECOMMENDING THAT THE REDEVELOPMENT AGENCY (1) APPROVE DESIGN REVIEW PERMIT (DRC-OS-50); AND (2) ADOPT AN OWNER PARTICIPATION AGREEMENT FOR EXTERIOR AND INTERIOR TENANT IMPROVEMENTS TO MODIFY AN EXISTING 25,742 SQUARE-FOOT STRUCTURE LOCATED AT 320 THIRD AVENUE FOR THE OPERATION OF A NEW ATHLETIC FITNESS HEALTH CLUB (FANCHER DEVELOPMENT SERVICES) Vice Chairman McCann seconded the motion, and it carried 7-0 with Director Castaneda and Chairman Padilla absent. 3. CONSIDERATION OF THE CLOSURE OF THE 45-DAY PUBLIC REVIEW PERIOD FOR THE DRAFT ENVIRONMENTAL IMPACT REPORT (EIR-06-O1) FOR THE CITY OF CHULA VISTA'S DRAFT URBAN CORE SPECIFIC PLAN On May 30, 2006, a Notice of Completion was filed with the State Clearinghouse and a Notice of Availability was distributed and posted pursuant to the California Environmental Quality Act allowing the City to begin the formal process of requesting comments on Draft Environmental Impact Report 06-01 for the City of Chula Vista's Draft Urban Core Specific Plan. Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. General Counsel Moore stated for the record that the City had received an opinion from the Fair Political Practices Commission, dated December 16, 2003, which provided that even through Councilmember Rindone owns property within 500 feet of the Urban Core Specific Plan Area, he falls within the public general exception, and can participate in this matter. Acting Community Development Director Hix, introduced Planning Manager Ladiana, who provided the staff report. Page 4 -CVRC/RDA Minutes 1 1 - 4 >v July 13, 2006 PUBLIC HEARINGS (continued) Ms. Ladiana explained that the item before the CVRC was a public hearing to accept public testimony on the Draft Environmental Impact Report (EIR) that was prepared for the Urban Core Specific Plan (UCSP). The public heazing would close the 45-day public review period, which started on May 30, 2006. Oral testimony and written comments submitted during the 45-day public review period will be responded to in written form as required by the California Environmental Quality Act (CEQA), and will comprise the Final EIR. The Draft UCSP and Final UCSP EIR will be the subject of a public hearing later this summer. Ms. Ladiana elaborated further that oral testimony should be limited specifically to the information in the EIR, and project-specific questions should be held for the future meetings on the specific plan. Vice Chairman McCann opened the public hearing. The following is a verbatim transcript of the people who spoke under this item: Jackie Lancaster, representing Grandparents of America. CVRC members, and members of the public. If ever Chula Vista had a crisis in front of them, today is that day. The people of Jade Pazk and other mobilehome parks are not exaggerating when they tell you they have no one to turn to and nowhere to go. Some weeks ago at the mobilehome park meeting here, I read off some of the facts that I had discovered. If you apply for rental assistance, the wait is 5 to 7 yeazs. If you apply for Section 8, the wait is 7 to 11 years. If you look into affordable housing, the Community Development Department has a 3-page list and the cheapest available unit on that list is $700. Not many people in Jade Park or any other senior mobilehome park could pay that plus utilities, plus food, plus medication, plus transportation. I even called about shared housing and even that process would not be useful to most people that live in mobilehome parks. When I spoke of these facts at the mobilehome park meeting some weeks ago, I was told by the Mayor - Mrs. Lancaster, you're scaring the living daylights out of these people - and I was referred to City staff who tried to be helpful. But the plain fact is that there is no safety net for the many, many people who will be displaced by redevelopment. Even Mandy Mills of Redevelopment said there is not enough relocation funding and that's just through the normal process. But in the case of Jade Bay where the owner has found a way to get azound what safety net or what relocation ordinances the City has. Now what? It is a crisis because this is just the first domino, the other pazks will likely follow suit if nothing is done now to address this tragedy of throwing elderly and disabled people out onto the street. I have asked several authorities whether displacement of human beings is considered an environmental impact issue or not. The answers aze unclear. Therefore, it is my strong recommendation that this EIR in Item 3 not be accepted until these legal issues about displacement of human beings are addressed. Because this is only the beginning. We must face the issue of the Jade Bay residents for their sake and because the floodgates need to be closed to other park owners who would take advantage of the elderly and disabled out of sheer greed. Frankly, I think the situation falls under the category of elder abuse and we need someone to step in and stop it. So please, hold up on the EIR, at least until we know whether throwing sick people out on the street qualifies as an environmental impact. Thank you. Page 5 - CVRC/RDA Minutes ht 1 _ 5 ~ July 13, 2006 PUBLIC HEARINGS (continued) Frank Zimmerly. First I would like to say thank you to CVRC and to the Councilmembers that are here. I appreciate the job you are trying to take on and I realize the City needs redevelopment, so despite some of my comments perhaps, I do appreciate the job you are taking on. On reading the EIR, I became concerned and interested in the fact that you used the 2.58 on deciding how large our population would increase in downtown, well, west Chula Vista, you used the 2.58 times 7,100 units which would be expected to increase the population to around 18,318. And so, I started looking around for the 2.58 and I went to the census bureau and they use the factor of 2.59 which I thought OK that's reasonably close but unfortunately the 2.59 applies for all over the United States. When you look at California, the household unit would be 2.87 and, if you look at Chula Vista, that multiplication factor should be 2.99. So I was wondering how applicable the number is for Chula Vista. Also, I was looking at the traffic report, traffic analysis, and I saw the information used to determine in the traffic analysis was from 2001, Februazy 13, and I became concerned at how accurate then the forecast will be for traffic, especially when you consider that especially for between H Street and E Street, you figure there will be a LOS level of E, and could it be worse now, I mean 2001 is fairly old. Which brings up another a question that I have is on reading the EIR I saw that we have a Municipal Code, which I am sure you are all aware of, 19.09.040, which determines the quality of life factor that we have here within the City. It is required within the City to maintain a LOS level of C, no worse than D, during peak hours, and if it's already an economic degrade any worse than 1991 levels. Now, if the EIR is approved, the courts can go to the CVRC and they will be under State legislation, which falls under SB 1636, which can override our own Municipal Code. But I am wondering, can our City Council, realizing the factors that will come upon the EIR the way it's written, they'd be overriding their own Municipal Code. Anyway, thank you very much. Greg Moser, of Foley Attorneys at Law, representing Earl Jentz. We've submitted comments in writing to the Project Manager and distributed to you this evening my comments and I think Joanne has with her comments. I just want to highlight a couple of those things. The first is how the EIR deals with historical resources. You have actually a wealth of knowledge in the City about historical resources. For your 75`s City anniversary, you actually did a book that was available for sale that identifies a lot of buildings that are of historical value. Somehow that isn't picked up in the EIR at all. You also did a historical, your Pazk and Rec Department did a historical resources inventory, again it doesn't seem to be in the EIR. And then we contacted the historical society, which gave us a list of other properties in this study area that are of historic interest. So we have given you in our handout some excerpts that show where those properties aze and what they are and we think that, in order to have a comprehensive picture of the historical cultural resource that you have in this azea, that needs to be reflected in your EIR so that you know what area you might impact and in effects what kind of mitigation you'd do. So that's just seems to be an omission in the EIR there is some kind of survey done but it's a small portion of what the City's already identified itself as being historical stuff. Land use consistency - three quick comments on that. One is that the Cummings Initiative seems to be inconsistent with what you are describing in the EIR in a couple of respects. First, the Cummings Initiative, the whole purpose of it was to prevent -one of the purposes -was to prevent traffic from getting Page 6 - CVRC/RDA Minutes 1 - 6 =, July 13, 2006 PUBLIC HEARINGS (continued) worse and so all of your plans are supposed to be consistent with not making your traffic worse and, as we know from reading the EIR, you have concluded that there aze adverse traffic impacts. So the document describes - it doesn't mention the Cummings Initiative, so I think that's a problem. The Cummings Initiative also prevents upzoning more than one level for residential properties. Again that isn't referenced in the document and the document seems to allow bigger steps than that, in fact, encourage bigger steps than what the Cummings Initiative allows. The character of the village district we think would be adversely affected by allowing the intrusion of your 84 foot height limit into really your downtown village area there in a couple of azeas. Really on the ends of the V-II designation that those ought to be extended up to E and down to G to really to avoid conflicts between adjacent land uses. And then your General Plan has language about harmonizing and blending in different kinds of uses that aze next to each other and again when you look at the juxtaposition of some of the designations you don't you know you have some language like that in the General Plan but there is nothing in the Specific Plan that really emphasizes that part of it. Lastly, the housing and population displacement, you acknowledge pretty clearly that you don't have a Housing Element yet that you have adopted which really should prevent you from moving forwazd on other General Plan changes. But the worst part of that is that you don't really have a factual basis for the conclusions in the EIR that say that yes, there's going to be a displacement of people, yes, there's going to be replacement of housing or change of housing -but there's no factual basis for it. That's what would be in your Housing Element, or it would be in the EIR, but it's not there so instead you make the problem invisible in this EIR and obviously we've got a number of people here tonight who don't think they aze invisible and who think that you ought to have the details of what the affect is going to be on low and moderate income housing in the downtown area. If you read the EIR, it basically says it's a temporary phenomenon so we azen't going to worry about it, and there's really again no factual basis for those conclusions. In fact, it concludes that, even though you're increasing dramatically the number of housing units, that it's not going to have any effect on the people that currently live there and you can't just ignore, the EIR shouldn't ignore, the existing conditions. So with that I am going to tum it over to Joanne. Joanne Hadfeld of the Planning Center, representing Earl Jentz. Good evening Chairman and Board Members. My name is Joanne Hadfeld. I did cut it very, very tight, but I got here right when you started this item. I am the Director of Environmental Services for the Planning Center located at 1580 Metro Drive in Costa Mesa, California. My testimony is tonight on behalf of Earl Jentz, a Chula Vista resident since 1976, and a property owner of three properties in the downtown area. We were retained to conduct a third party review of this Environmental Impact Report. My focus is on California Environmental Quality Act compliance. I don't pretend to know the City inside out; I am very directly looking at CEQA issues and compliance. The Planning Center has 30 years of experience preparing General Plans, Specific Plans, and EIRs, including recently the General Plan for the City of Anaheim, the County of Riverside, and the City of Rancho Cucamonga. We received an award from the APA for outstanding planning for a lazge jurisdiction for the general plan for Riverside County. As primary reviewer for the EIR, I personally have 25 years of experience preparing EIRs and a background in urban planning and civil engineering. We have in-house air quality and noise specialists that did a technical review of those topical areas and we worked with affirm -Urban Crossroads traffic engineering firm - Page 7 - CVRC/RDA Minutes h 1 _ 7 ~ July 13, 2006 PUBLIC HEARINGS (continued) to evaluate traffic and parking impacts. And I will give you the copies of the comments as soon as I have finished this presentation and we have submitted them to the City Planning Department. As noted in our letter, we found the EIR to be awell-written, organized and meaningful analysis of the project. For the most part, very impressed with the document and the analysis -it's easy to follow, it's very well organized - so as a fellow practitioner, I'm impressed with the document overall. My comments, I want to focus first a little bit on the environmental process and some of our questions that we hope could be addressed in the final EIR, followed by individual comments on topical sections addressed in the document. We agree that the appropriate documentation is a program EIR and that subsequent review should be addressed for individual projects in the urban core in accordance with the program EIR in the CEQA process. One question we did have is we did not understand why an initial study was not prepared for this EIR. As far as we know an initial study was not prepazed. CEQA does not mandate that an initial study be prepazed once a lead agency knows that they are going to prepaze an EIR, but Appendix G of the CEQA Guidelines provide a checklist that ensure if you do an initial study that you comprehensively address all of the potential environmental impacts. As I go through my comments, you'll see that, because an initial study wasn't prepared, we believe that some important environmental impacts were not addressed, but were overlooked. We are also recommending that more subsequent review in the urban core area that the secondary study identified for the development review process consists or at least includes environmental checklist for the same reasons. We found that the EIR did not address construction related impacts for noise at all, did not address vibration impacts. These are very specific significant thresholds in the CEQA Guidelines in the Appendix G threshold and, if the prepazer did go through all those questions, somewhat forced to address some of these issues that I bring up now. So comments by EIR section, we aze hoping, we do feel it's a good document, hoping that these issues can be addressed in the final EIR with supplemental analysis and mitigation as necessary. Noise and Vibration -The CEQA initial study checklist includes a threshold related to potential vibration impacts and also a threshold regazding temporazy or periodic noise. The EIR does not address potential vibration impacts or construction related noise impacts at all. Vibration levels by existing and future use of the rail line should be evaluated for those proposed residences in proximity to the rail line. The noise analysis also needs to evaluate vibration levels generated from construction equipment, which may result in damage to fragile historic or potentially historic structures. The noise analysis doesn't address sensitive uses, existing sensitive risk issues uses, it focuses on those units that will be built and future uses. Needs to address the potential impacts to existing uses. May I have maybe a minute and half or two and gloss over my other comments? [McCann] I'll give you one more minute and then just clazify it I have this document from Mr. Moser is this include your comments. [Hadfeld] I have copies here. [McCann] OK, then we can make sure that the City Attorney and everybody gets your written statement as well. [Hadfeld] OK, very quickly then -population and housing, I agree with Mr. Moser's comments. The potential impact for those potentially displaced housing units and people, not adequately addressed. It is a CEQA issue; it is a specific significant threshold in the initial study. Parking issues -although fully described in the project description they aze not analyzed in the document and a very important issue that also is a significant threshold from CEQA that if it followed the initial study would have been forced to be addressed. Land use compatibility - we disagree with the conclusion that impacts would be less than significant given potentially significant noise, traffic, parking, vibration and air quality issues. Alternatives -see Page 8 - CVRC/RDA Minutes gov July 13, 2006 1-8 PUBLIC HEARINGS (continued) my comments. We disagree with the conclusions there, although we don't disagree with the preferred superior alternative. In summary, we look forwazd to formal responses and, hopefully, some supplemental analysis in the final EIR. In general, I think it's done a great job. Thank you. Walter Doughty, resident of Jade Bay Lodge. Well, first of all, I'd like to thank all of you people here. I may, you may not be so happy to see me after I get through. Well, we have a condition here that you don't seem to understand. We have 75 units in the Jade Bay and this high density I seem to be getting a runaround when I ask what is high density. Now I realize you aze not going to build 40 story hotels down there where the trailer park is but what do you mean by high density. Because we have 75 families living on about 3 or 4 acres, now how many families do you want to live on 3 or 4 acres. I'm waiting for an answer. Now somebody should know this, now obviously none of you do. Now are you running things properly because this should be, shall we say in the building code or the you know, how you're going write it, you're going to have it R4 or whatever. But high density, let's define that. Can somebody define that for me? Well, there you go. [McCann] Mr. Doughty (Doughty] Now I've been in the real estate business for 20 or 30 years and I'm not in that business anymore and, if a project doesn't make money, you don't do it. Now if Kubota can run all these 75 people out and build 150 units there, then perhaps he can make some money. But now if you people say he can only building 20 units there, and remember a unit is one family. If you have an apartment house that has six units you got six families living there. Now we got 75 as I said living there now. If you want to cram 150 people in there, fine, and I don't care because I'm going to be gone pretty soon, thank the lord. And, I'm not going to have to put up with it. But if you aze making a slum there, which you very well may, you have to think seriously of what you are doing to Chula Vista. Because I've been living there about 15 yeazs and, gee, I think it's the greatest place in the world. But if we have 300 people living there where 200 live in there now, this isn't going to be so good. So think about what you're doing'cause Chula Vista is a nice little town. OK? Candelazia Orozco, resident of Jade Bay Lodge. [Patricia Chavez translating] She wants to know what is going to be done. She has invested all her money into that area and she wants to know what kind of help is going to come to her. She can't work like the youth now and...She's happy where she is, she's retired, she had to retire because she's disabled and she doesn't want to move anywhere else. She's happy there, she's invested all her money there and she needs our help. She says she loves this country, this country has given her opportunities and she's never asked for help, she's been able to work, she's been able to maintain herself, she has invested her money in her home now and she's coming to us for help, the first time she's ever asked for help. Just because she wants a place to live, she can support herself, she just needs her home. Irene Amick. I'm an endangered species, I'm old. When you get old, you're out priced. You can't afford the things you had when you were young and Chula Vista has gotten very, very expensive, and when we found our home out here at Jade Bay, we thought, wow, this is the place for us. But, now, there is no place for us in Chula Vista. I have to leave, I'm going to have to relocate back to the Antelope Valley, but I look at you and you guys are young and you think, boy, these seniors azen't real smart with their money. Well, I'll tell ya, you save your money, but you don't count on illness. Illness can take and rob your bank account when a spouse gets sick. There's many reasons why we're all in mobile homes -they're easy to take Gaze of, the price is right for us and, if you change the zone on all of these mobilehome parks, you're putting old Page 9 - CVRC/RDA Minutes l 1 _ 9 >v July 13, 2006 PUBLIC HEARINGS (continued) people out in the street and one day you too will be old and you'll be thinking, well, I'm not going to be in that position, but you don't know. So, I think, think twice about rezoning our azea. Thank you. Bazbaza Nunnelee. Hi guys, I've seen you before. I'll make this as brief as I usually do, but I did talk to Stacey to get some more information and I have never seen so much short handing of what it took so far to come to trying to relocate us out of here. I'm looking at every one of you, not one of you from the last meeting had any indication to keep our pazk, help us if we get anon- profitable association, we can own the park or whatever. You buy the park; we'll pay it for you. But the only indication I got that night was relocation. We do not; I repeat again, we do not want to be relocated. I've been here too many years and a lot of them behind me. We clean our own yard, we do our own thing, we work, we ask nothing, just this lady before me and after me. We maintain our little bit of medication and food we can afford. I'm on Section 8, it's not killing me, not yet, and I do my best with what I can. But what I'm asking you guys, I want you to turn the page over, don't get us relocated, we don't want to be relocated. What do we have to do to do that? We are, myself, have tried to look into these non-profitable associations, maybe they can come in. Would you guys help these guys together so we could keep our park and live where we are? Is that much to ask, please? Thank you. Ken Wright. Hi, my name is Ken Wright. I'm a resident of Chula Vista. I've lived here all my life. There's some things that I wanted to say regazding the adoption of the Urban Core Specific Plan Draft EIR. First, I wanted to hit on one thing the lady just said and at the Northwest Civic Association meeting just this last Monday, the housing representative from the City spoke. And one of the items I brought up was that maybe the City should go out and solicit some of the apartment owners and/or mobilehome owners and offer them some kind of incentive to maybe keep their properties or to actually provide low income or affordable housing in the existing apartments that are already within the City and maybe that could expedite the whole process of getting more affordable housing, especially when you have instances of the bankruptcy at Jade Bay, which just throws 70 plus people out on the street -well, not out on the street, but they have to look for somewhere else to live. And, if the City had a program where they could go out to existing property owners and say - heh, we'll give you an incentive or some kind of a bonus if you can provide us with maybe five units of affordable housing in your complex. Because you don't want to have just one whole apartment complex of affordable housing because now you're just pushing all of the low income people into one big bundle. With that being said I wanted to go onto the other items I had and one of them ends up dealing with that. I feel that the Draft EIR should include awell-defined housing outline as to how relocation assistance will be provided by the City or developers or both for all tenants who would be affected by the changes in zoning, redevelopment, or even the bankruptcy. Secondly, I feel that the parking and traffic impacts on the neighboring residences of the Urban Core Specific Plan areas have not been outlined or resolved. Most of these neighboring residential streets have already achieved this walkability theme that we were going for in the Urban Core Specific Plan. And, also, these neighboring streets are of disrepair, a lot of them need to be repaved, a lot of them need to be reworked altogether, and if you add a lot of traffic onto that then its just going to make it a lot worse. And finally, I think that the height limit along Third Avenue should stay at 45 feet throughout the Page 10 - CVRC/RDA Minutes 1 ] - 10 '-° July 13, 2006 PUBLIC HEARINGS (continued) whole village azea and just get rid of the whole 84 feet in the select azeas because I think you want to keep the uniformity and just keep it that downtown feel. Jose Preciado, representing the South Bay Forum. Chairman, Council, other Directors - I think what's most challenging to myself and those Irepresent - my name is Jose Preciado, I'm a resident of Chula Vista, 601 Myra Avenue. I think what's most challenging for those -you have a lot of wonderful people here speaking out for themselves. But I'm thinking of those families and those poor unfortunate who are not here speaking for themselves, able to read an EIR, able to understand all the nuances and all the particulars that come with CEQAs and other regulations that you must observe. What I do think is - and I appreciate Ms. Orozco's presentation in particular -we're talking about the dignity of families who have made a commitment to be citizens of Chula Vista. They were not looking for handouts, they aze not looking for anything, they are just looking for a fair shake. When we look at redevelopment typically the biggest problem with it is gentrification which does cause displacements and so in some of your documents you aze planning for that type issue by requiring some sort of percentages set asides, if you will, for low income housing. But we have an issue that we have a fully populated area now that I don't believe that any of them think - oh what a squalor we live in, or what a problem we live in, or couldn't we look better or anything like that. I think you have families that need to be respected and some of us some of our organizations will be committed to looking to the issues associated with displacement. There has to be a process. These EIR - I know some of us have been calling on -not just in this City but in others - to build into these discussions the impact on the community, the impact on the humans, if you will, not just the built-in environment and we need to look at it the housing situation in this fair county of ours is extreme. We cannot simply look to how do we improve our tax base. What we should be doing is how will we improve our total community and that includes those who are least among us. I am hopeful that as you act today and in future meetings you will be considering what is happening to these families. Thank you. Pamela Bensoussan, representing the Northwest Civic Association. Thank you, my name is Pamela Bensoussan, and I'm speaking on behalf of the Northwest Civic Association and I'm speaking about the historic element to the draft EIR. In the and I must start by saying that staff has been very helpful. I have met with them, I have met with the project manager and with the historic preservation person in Planning and they have come up with an idea that that may be a way to solve some of these problems so they looked at as impossible to attain the right mix in the EIR but it I nonetheless wanted to get these concerns on the record so that is why I am here tonight. In the entire urban core, which the EIR analyzed, only 50 properties were evaluated representing just five or six blocks evaluated for historical significance. One block on Third, two blocks E, one block on Landis, and two blocks on Church and the document lacks a detailed explanation of why only 50 properties were evaluated. Without this explanation, an inaccurate picture is painted of the historic resources in the urban core. A gigantic flaw in the EIR is the failure to identify the work that was done previously which has an enormous wealth of information even though it's an outdated survey dating from 1985. The quite a few properties in that survey in the urban core boundaries, the project boundaries, that have already been identified as eligible for historic designation and this was entirely absent in the EIR. So this is something Page 11 - CVRC/RDA Minutes 1 - 11 w July 13, 2006 PUBLIC HEARINGS (continued) that I think is where the document is lacking. And in seeking to understand why those particular blocks were chosen other than the economic reasons that they only had so much money to spend on evaluating so many properties, it occurred to me that these properties are the ones in the village that aze the most likely to be close to some soon to be redeveloped projects. But I would like to point out that there's properties scattered all throughout the urban core. In particulaz, there's one of the oldest Victorian houses in Chula Vista is in the 700 block of Broadway and the Chula Vista City Council voted unanimously to come to the rescue of this house when it was threatened by demolition several years ago and went on record as stating that funds would be found to move the house to save it because the owner at the time was seeking a demolition permit. Such a fuss was raised by the community about the potential loss of the structure that the owner began to change his mind and actually he ended up by deciding that was a cool thing to own and he then was convinced that it shouldn't be torn down and it's still standing. But it's sandwiched, partially obscured, behind a small car lot that will is definitely a prime candidate for a redevelopment project -it's right in the heart of the redevelopment part of the urban core. So the fact that these types of properties that aze already listed in as eligible for historic designation in an existing survey -this needs to be corrected. Other obvious historic properties that were not identified -things like the EI Primero Hotel, the Memorial Pazk Bowl, which is a WPA project, cultural landscape so I feel that the document is inadequate in the historic element. And one of the solutions that we came up with talking with staff was to create a whole other chapter in the EIR that addresses buildings that are listed in the '85 survey that got left out that weren't in the EIR. And another thing that I find in the EIR that's lacking. Am I out of time already? Well, can I just say very quickly - OK, I'll summazize -from the bibliography in the DPR text they reveal that there was not a local criteria that was actually used to determine to evaluate these properties as historically significant. The criteria that was used was what is standazd on the state and national level, and; when Chula Vista adopted the strategic plan, it included a local and regional criteria that needs to be these properties need to be re-looked at on a local level, some of them that were passed over because they aren't of national significance or of local significance. Thank you. Lisa Moctezuma, representing the Third Avenue Village Association. Hello - Hi everybody - thanks for listening to us. My name is Lisa Moctezuma, I'm a Chula Vista resident, I'm speaking on behalf of the Third Avenue Village Association, I'm their current president. First I would like to convey the organization's support for the UCSP and the EIR. We are eagerly looking forward to the revitalization that this redevelopment tool can provide. We'd also like to thank the City for its recent support of the PBID, including the expansion of its boundaries. I really wanted to express our sincerest thanks. We had a couple of constructive criticisms about the UCSP and the EIR that I'd just like to note. We were hoping that the City and the CVRC would consider raising the maximum height limits within the V-1 and V-2 azeas to 60 feet with a proportional increase in the FARs. The Boazd feels that the proposed 45-foot restriction almost guazantees that no redevelopment will occur because it does not provide sufficient economic incentive to demolish or to add onto existing structures. We don't have vacant land that we're developing so that's a real challenge in the V-1 and V-2, especially the V-2 areas. We certainly understand many of the community groups wish to reduce the height in the specific portion of the Third Avenue frontage from 84 feet down. We certainly can accept lowering that to 60 feet, but we Page 12 - CVRC/RDA Minutes 1 - 12 gov July 13, 2006 PUBLIC HEARINGS (continued) would like to see the rest of the Third Avenue frontage be allowed to go to 60 feet. However, having said that, we really feel that it's important to have stepback requirements and other strict design guidelines that would require high quality design and materials that would be in keeping with the historic qualities of the Village. The Boazd feels that with, even though this is a proposed height increase, if there aze stringent guidelines on maintaining the historic chazacter and the appropriateness of projects that would be between 45 and 60 feet, that that would still maintain the Village character, which is very important, and I just want to reiterate that that's paramount. While we do wish to see the height be increased so that the economic viability will be there for the projects, the historic quality is absolutely essential. The second concern that we have is that we aze concerned that pending and future projects within the Village that have a low urban standard parking requirement and that displace current existing public parking may cause an undesirable parking shortage that would negatively affect the businesses in the district. Before these particulaz projects aze approved, the City should have a plan in place that will address the Village pazking needs with the funding sources identified and, if the pazking study hasn't been completed, we feel that the City should either require developers or provide on its own those funds set aside so that if when the parking study is completed there's the conclusion that additional parking is necessary the funds aze available. Just one quick personal note, speaking for myself, I was extremely touched by the speakers on behalf of Jade Bay and I certainly hope there's some way to think outside of the box for them. Thank you. Patricia Aguilar, representing Crossroad II. Thank you. Patricia Aguilar; representing Crossroads II, again. We believe that the EIR on the Urban Core Specific Plan is inadequate in at least three respects. Those respects are the following: #1 is a procedural issue. The Notice of Prepazation, which is a Notice of Preparation that goes to the public letting everyone know that you aze preparing an EIR so that the public can tell you what issues they believe should be covered in the EIR. The Notice of Prepazation was issued I'd say, I'm not sure of the time but a long time, maybe a year or so before the actual plan document was available. Our belief is that is inappropriate, if not illegal. You cannot adequately comment on issues that should be covered in the EIR unless you understand the project and you cannot understand the project when the document that describes the project is not available. Second issue is the Cummings Initiative. When the General Plan EIR was up for review, we asked well why doesn't it address the Cummings Initiative. The answer was that the Cummings Initiative deals with zoning; therefore, since the Urban Core Specific Plan will replace the zoning ordinance for azeas covered by the plan that will be addressed in the Urban Core Specific Plan EIR. Well, it isn't in that EIR either. This is a major, major inadequacy in that document. The third point is the displacement issue and I would just like to read you two sentences from the EIR. This is on page 5-128 -The Urban Core Specific Plan will not displace substantial numbers of people necessitating the construction of replacement housing elsewhere. Although the removal of existing housing may result in a temporary displacement of some people, the displacement is not considered a significant impact because the numbers of units planned in the Urban Core Specific Plan aze sufficient to accommodate the affected population. That is a boldface lie; there is no other way to put it. Even though the numbers aze sufficient, the fact of the matter is, because the Urban Core Specific Plan is a gentrification plan, the problem is the people who aze displaced will not be able to find new housing in the same azea. This is a critical issue with which the EIR ignores. Page 13 - CVRC/RDA Minutes 1 1 - 13 >_v July 13, 2006 PUBLIC HEARINGS (continued) When we raised this issue with the General Plan, former City Attorney Mullen told us, this is at the Planning Commission, that that was a socioeconomic impact, not an environmental impact. And I don't know if that is true or not, I am not an attorney. But whether it's addressed in the EIR, or whether it's addressed in some other document, this issue of what happens to these people now that the owners of the land that they sit on have been given a huge windfall by this rezoning. What happens to those people has got to be addressed somehow, someplace, somewhere. So those are our comments on the inadequacies in the EIR and we hope that we look forward to seeing their responses. Thank you. Emilia Perez, rest of Bayscene Pazk Mobile Home Park. I came from Bayscene Mobile Home and our question is it is happening that to us also. Only in another way. The owner is increasing the rent and we're never going to be able to pay. Its only different, I think he thinks its smazter not to say it cleazly. But, I mean, we are paying too much when any reason taxes, trash. He increased all those tiles whenever he can even the electricity. He's increasing everything and soon also we are going to be ending on the street because now you can see empty spaces because the people can't afford to pay the rent. And also, I mean for us, for the Jade Bay, it is a crime. Really, please do something. Steve Molski. Steve Molski, Terry's Mobilehome Park, Chula Vista. You know, over the last several months, several years, I've been listening to people in different parks and the problems they have. This is getting to be a travesty any way you look at it. If you take people who have lived in an area for five, 10, 15, 20 years and all of a sudden you kick them out, they don't have any place to go. Isn't there a possible way that you could put off implementing the EIR as regazds to the mobilehome pazks in Chula Vista? Get them incorporated in little at a time. When the City gets more money, which they say they're close to being broke now, when they get more money, they can buy these parks and then sell them back to the residents and get later model mobilehomes in there. They won't become a slum, they'll be an asset and the people will continue to have a place to live of their choice, not being tossed out on the street. Please, take that in consideration. The EIR is not a cure all, it is an enhancement of an area in which you live and I'm sure everybody is in for that same situation. While I'm here, I know I've mentioned this before, could you lengthen these doggone speaking gizmos here at least another foot or 12 inches because I'm six feet, I've got to bend over and the little woman, five feet, she can't reach it either. It won't cost that much and when someone looks that way, you can still hear them, they look that way, you can heaz them. But if I start talking over here, you can't hear me on the mike, can you? Please, lengthen them all, it won't hurt. Thank you. Jose Cortez. My name is Jose Cortez, I'm a landowner on 311 to 325 G Street. I want to thank City staff for their Urban Core EIR. I have thoroughly reviewed that; I think they aze doing a wonderful job. I think the City is going through a big change. There is a lot of people coming into the City, there's going to be an increase in population and I think the redevelopment of the west side, being a native Chula Vistan and growing up in Chula Vista all my life, I think you guys aze doing a wonderful job. I think you should continue to go forwazd with the EIR. I thoroughly support it and would like to include my property into the V-3 area to build more Page 14 - CVRC/RDA Minutes 1 - 14 zov July 13, 2006 PUBLIC HEARINGS (continued) housing that will benefit the people that are moving in and maybe the people with concerns or that will be displaced. Thank you very much. William Cox, resident of Jade Bay Mobilehome Park. Yeah, I'm William Cox, I live at Jade Bay. They talk about affordable housing but San Diego just built some, they can't even afford to get in it. These people that was run out down there, they're talking about $1,200-$1,300 a month and a lot of these ladies here are on their minimum social security and that's all the income they got. They got to pay for their medicine. OK, the last thing I got to say and we're full of veterans in there. We fought for you guys, now its time you fight for us in there. Help us out. That's it. Staff Recommendation: The CVRC: ACTION: Director Rindone moved to approve staff's recommendation to accept oral comments on the Draft EIR for written responses by City staff in the final EIR, and to close the 45-day public review and comment period. a. ACCEPT ORAL COMMENTS ON THE DRAFT UCSP EIR FOR WRITTEN RESPONSE BY CITY STAFF IN THE FINAL EIR; AND b. UPON RECEIPT OF ORAL TESTIMONY, CLOSE THE 45-DAY PUBLIC REVIEW AND COMMENT PERIOD. The motion carved 7-0, with Director Castaneda and Chairman Padilla absent. Vice-Chairman McCann expressed concerns with set backs and the need to ensure there is sufficient parking. ACTION ITEMS Vice-Chairman/Deputy Mayor McCann stated that, per conversation with General Counsel Moore, Item 4 requires a 4/Sths vote and, due to the absence of Agency member Castaneda and Chairman Padilla, the Agency would not have the ability fora 4/Sths vote. He then requested concurrence to move the item to the next Regular meeting of August 10~'. 4. CONSIDERATION OF EXCLUSIVE NEGOTIATING AGREEMENT AND FINANCIAL ASSISTANCE FOR AN AFFORDABLE RENTAL HOUSING DEVELOPMENT WITHIN THE MERGED REDEVELOPMENT AREA - (Continued from the meeting of June 22, 2006) Wakeland Housing and Development Corporation is interested in developing an affordable, family rental project on the former Tower Lodge Motel site located at 1151 Broadway. Currently vacant, the former Tower Lodge Motel represents an opportunity to remove an existing blighted property and the provision of new housing opportunities for predominately very low- income households. In order to determine the feasibility of this project, staff is proposing financial assistance in the form of a predevelopment loan. The Agency is requested to consider a Predevelopment Loan Agreement for $200,000. Page 15 - CVRC/RDA Minutes 1 - 15 `~ July 13, 2006 ACTION ITEMS (continued) Staff Recommendation: The CVRC adopt the following resolutions (4. a.) and (4.b.): a. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION REGARDING THE POTENTIAL DEVELOPMENT OF A REAL ESTATE PROJECT LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA b. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION RECOMMENDING [A] APPROVAL OF A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE DEVELOPMENT OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR SAID PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION The Redevelopment Agency adopt resolution (4. c.): c. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING [A] A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE DEVELOPMENT AND OPERATION OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR THE PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION ACTION: Vice Chairman/Deputy Mayor McCann moved to continue Item 4 to the first meeting in August. Director/Agency member Chavez seconded the motion and it carried 6-1-0 with Director Lewis voting no and Director/Agency member Castaneda and Chairman/Mayor Padilla absent. Page 16 - CVRC/RDA Minutes 1 - 16 w July 13, 2006 ACTION ITEMS (continued) 5. CONSIDERATION OF RULES AND PROCEDURES FOR THE FORMATION AND OPERATION OF THE CVRC REDEVELOPMENT ADVISORY COMMITTEE C'~~") On June 22, 2006, the CVRC approved the procedural framework for CVRC project review and established the Redevelopment Advisory Committee (RAC) model to serve as the appropriate vehicle for facilitating public participation within the CVRC process. As part of that action, the Boazd and public held significant dialogue about the details of the RAC, including composition and operations, and directed staff to return with more specific procedures for forming and operating the RAC. This report summarizes the key elements of the Rules and Procedures for the Formation and Operation of the RAC. Acting Community Development Director Hix provided an introduction of the staff report and the five major themes staff heard from the CVRC, public, and developers. Redevelopment Manager Crockett provided the staff report covering the various sections of the proposed rules and procedures as well as the proposed membership structure. The presentation included the purpose and duties, membership, selection process, and terms. Mr. Crockett then explained the definitions of the three different categories of advisory bodies and eligibility requirements (business, community and technical), and staffls proposal that the organizations take on the responsibility for ensuring a balanced representation from all parties and areas of the City. Mr. Crockett then covered the proposed annual selection of RAC officers, quorum requirements of a simple majority, meeting time of 4:30 the first Thursday of the month and location being encouraged neighborhood meetings; the proposed initial membership as directed by the CVRC Boazd, leaving the third position of Business Association as well as the third position of Community Organization vacant, which would still allow the RAC to meet with an odd number to form a quorum, and to allow for consideration of the Environmental Health Coalition or Healthy Eating and Active Communities to serve in interim until another was identified. The first meeting of the RAC was proposed for September 7, 2006, as was cone-year review of the rules and procedures for the formation and operation. Director Rindone noted that it would be desirable to anticipate all areas of potential concern, and that the concept presented is trying to ensure that the vazious different azeas have proportionate representation. He then stated that the RAC is being created to provide a resource to accept and provide input to the Directors of the CVRC, and that even if an organization is not a member of the RAC, they can still come and speak to the RAC and the CVRC. Further, that the document must be flexible to allow for organizations to develop in the community, and he hoped what would occur would be that a process would be developed to allow and encourage new organizations to participate and not exclude anyone from the process. Additionally, he suggested staff look at the third Thursday of the month to hold their meetings. Director Lewis stated that although the structure of the RAC has to do with composition, his comments aze with regards to procedures. He would like to see the Chamber of Commerce participate and the Pacific Southwest Association of Realtors. Further, that the RAC has the potential to be an enabling or restrictive body. It can be restrictive by overloading it with people and slowing down the process, and by freezing people out. He then stated he felt the meetings must be facilitated, and expressed concern with the number of people that might be on the RAC at any particulaz time, stating that going beyond 15 would affect the ability to proceed with projects. The ultimate goal being to see that the RAC flows smoothly and is effective. Page 17 -CVRC/RDA Minutes 1 -17 gov July 13, 2006 ACTION ITEMS (continued) Director Desrochers stated that any more than 11 members on the RAC would be chaotic; and that the alternates are an excellent way to handle quorums, but should not participate in the meetings. Additionally, regarding residents, the Southwest azea is not represented and does not have a redevelopment project area or specific plan going on now, but he would like to see a PAC type of representation such as a resident owner and resident tenant be represented in the future. He also spoke in support of the Pacific Southwest Association of Realtors serving as a representative as well as someone such as the Environmental Health Coalition. Director Rooney concurred with Director Desrochers on the need for resident owner and resident tenant representatives who could perhaps be the two at large resident representatives recommended by the Environmental Health Coalition. He also expressed the need to get people that represent the Northwest and Southwest, as well as people to represent the bilingual community, and bilingual meeting noticing. Director Rooney then stated that he shazed Director Lewis' concerns with the feedback loop procedure, and how results of the RAC meetings will be reported back to the CVRC and developers. Director Paul expressed agreement with Directors Desrochers and Rooney regazding the need to not overload the RAC with such large attendance that the business does not get done, but at the same time allow for as many opportunities for representatives from different parts of the community as possible. He liked the idea of the Chamber of Commerce being involved, and the need to amend the language to allow the 501-(c)-6 organizations to participate as long as they aze done legally and within the confines of what the tax requirements dictate. Additionally, he stated that he felt the Environmental Health Coalition had a place at the table due to the redevelopment of the Bayfront in the future and their vested interest. In closing, he stated he was not a big supporter of the need for alternates, and liked the idea of having an odd number of members and felt 11 to be an appropriate number. Director Rindone reiterated that adjustments could be made to the procedures in the future if things were not working the way they were anticipated, noting that community input is what was important and being a member of the RAC is not necessazy to provide input. Further, Director Rindone stated that 9 seemed to be a good number to start with. Director Paul stated that the concept advanced by Mr. Desrochers of 11 had to do with 2 at large members, and although not opposed to having at large members, would not want to have their consideration delay getting the RAC started. Assistant City Attorney Hull stated that the City Attorney's Office provided comments on the draft but did not have an opportunity to review the final version, which contains provisions that are inconsistent or repetitive with the Brown Act and should be deleted. These items aze on page 5-21 of the strikeout version and relate to the calling of meetings and posting of notices. She recommended that anything that's included in the procedures be consistent with the Brown Act. The second area of concern is on page 5-19 pertaining to the conflicts language. There aze many other conflict of interest laws they would need to comply with in addition to the section stated. The third thing is the language regarding involvement in the political process. Ms. Hull requested the CVRC direct these items back to the City Attorney's office for review. Director Chavez inquired as to whether the proposed direction back to the City Attorney's Office for review would delay the formation of the RAC. Page 18 -CVRC/RDA Minutes 1 -18 gov July 13, 2006 ACTION ITEMS (continued) Assistant City Attorney Hull suggested the CVRC, as part of their motion, direct the City Attorney's Office to ensure that the final draft is consistent with the particulaz laws, however the one regazding the political process and involvement therein would require some time for review to determine constitutionality. General Counsel Moore offered the deletion of the political language tonight with direction to the City Attomey's office to research and bring a report back saying whether or not it could be done, the rules and procedures being amended at that time if so decided. Acting Community Development Director Hix offered that if the Board decided they did not want that clause in there, it would eliminate the need for the City Attorney's Office review. Vice Chairman McCann stated he would still be concerned with involvement with Political Action Committees, and supported the need for the City Attorney's Office to review these. Allison Rolfe, Land Use and Coastal Policy Advisor to Mayor Padilla, read a statement from Chairman Padilla into the record (copy on file). Chairman Padilla's comments supported the proposed one-year review as well as the fact that the RAC would be advisory to the CVRC and as such could be formed by resolution, and suggested the following: As per Environmental Health Coalition's comments, I support the addition of two "at- large" seats to be filled by one resident tenant and one resident owner from the azeas impacted by redevelopment (either Northwest, Southwest, or both). These individuals should be selected at a caucus or town hall meeting by direct election, but should not delay the formation of the RAC. The RAC should be formed by Sept. 7`" as proposed by staff, and the two "at-large" members can join the RAC after an election some time in the future. 2. I recommend the removal of any language limiting the RAC's scope to design issues. The public will want to engage on a myriad of issues and we should create a structure that effectively supports free and open dialogue. 3. I support Pamela Bensoussan's suggestion on behalf of the Northwest Civic Association that restrictions, if they aze to be applied, must be applied equally to each category. Related to this, I would recommend removing any restriction limiting participation by community organizations also involved in the political process, provided they are abiding by all applicable state laws and ordinances. 4. I suggest removal of the language under 7 "Duties" that "the RAC will give due consideration to all responsible community attitudes insofaz as these are deemed to be in the best long-range interest of the community at large." This language could be viewed as trying to restrict thoughts or opinions, something I do not support. It should be taken out. 5. I recommend removal of the sentence in section 10 "Meetings" that reads: "Notice of all regular meetings may be dispensed with, as may be determined by the RAC." Meetings will be properly noticed and we should not permit otherwise. Page 19 - CVRC/RDA Minutes 1 - 19 ~ July 13, 2006 ACTION ITEMS (continued) 6. It should be clarified that city staff will support the RAC as is done with any other advisory body, and to that end, I request the addition of clarifying language in section 8 "RAC Officers," that staff will support the Chairperson with the preparation of agendas, noticing and all other information responsible and proper for the conduct of business of the RAC. I personally agree with Dana Richazdson's comments, from HEAC, that filling the third "community organization" seat should not be a choice between Environmental Health Coalition (EHC) and Healthy Eating and Active Communities (HEAC). Both organizations have something to offer. There are other organizations such as South Bay Forum that should be considered. I propose collapsing the "community organizations" and "business organizations" categories. This would reduce the appearance of "factions" and encourage collaboration. The Third Avenue Village Association is no less a community organization than the Northwest Civic Association, for example. Maybe we are segregating groups into categories somewhat artificially and unintentionally polarizing the group. If we were to collapse the two categories, I would support 8 organization/association seats (in addition to the technical and elected seats) and recommend all of the following organizations be appointed: South Bay Partnership/HEAC, Chamber of Commerce, Environmental Health Coalition, Third Avenue Village Association, Northwest Civic Association, Crossroads II, South Bay Forum, and the Broadway Business Association. That brings the total to 13." Tony LoPresti, representing the Environmental Health Coalition (EHC), spoke in support of Chairman Padilla's' suggestion to fold the community and business categories into one assigning 8 seats total, and suggested that organizations with a history in Southwest Chula Vista, such as EHC and HEAL be given priority. Additionally, one owner and one tenant at large seat, to be phased in after a 6 month period is also important, as the need for additional elected seats for residents who don't want to be a part of an organization is absolutely necessazy, and both resident owner and tenant representatives come from the Southwest, being elected solely by residents of the Southwest to ensure direct representation on important redevelopment issues. Mr. LoPresti then requested and received clarification from Redevelopment Manager Crockett, on the intent of the language stating that an organization that has to exist within Chula Vista refers to it being located or having an existence within, or representing awide-based constituency of the Chula Vista residents. Dave Ruch, representing the Chula Vista Chamber of Commerce, spoke in support of the development of the RAC and spoke to page 5-15 for the business associations, stating that the Chamber would like to have the ability to have any of their members participate in that seat, and limiting it to business property owners or operators would not be the best advantage for their membership, requesting business leader be defined as "someone who holds a position on a business association's board of directors." Another issue was with whether or not to take a stand on exercising their rights to endorse candidates and removal of the language pertaining to that restriction, and lastly, on page 5-19, regazding conflicts of interest, many people don't know what conflicts aze and as a business owner, this would limit input into the RAC, and requested that as long as they disclose publicly what that conflict is, they should still be allowed to vote. Assistant City Attorney Hull stated that State Law sets out when disclosure is sufficient, when recusal is required, and when an item can't proceed at all. This would require review on a case- by-case basis. Page 20 - CVRC/RDA Minutes k 1 - 20 ~_v July 13, 2006 ACTION ITEMS (continued) Patricia Aguilaz, representing Crossroads II, stated that her organization was satisfied with the rules and procedures as drafred by staff, with two exceptions. The meetings of the RAC need to be held in the evening in order to give working people the opportunity to attend. Second on page 5-13 of the draft rules and procedures, she suggested amending the language of the first paragraph to read "A Community Organization is defined as any not-for-profit association of persons whose membership is comprised primarily of Chula Vista residents and entities which represent a significant number of constituents in Chula Vista, and are organized to engage in activities with the primary purpose of the physical, economic, or social environment of Chula Vista..." as Crossroads II felt the language too broad as currently written (a copy of the strike- out version was provided and is on file). Additionally, Ms. Aguilar noted that Crossroads initial proposal was for geographic representation, with two people from the Northwest and two from the Southwest. This has been eliminated from the current staff proposal. Crossroads II is a citywide organization and has many members throughout the City including in the Southwest and they would be happy to appoint a representative from Southwest Chula Vista as they are unsure how the Chairman's proposal to have elections to appoint someone would take place. In terms of the membership of the initial body, Crossroads concurs with Director Rindone that there needs to be room for expansion as new organizations come along, and therefore have no objection to the staff recommendation to leave 2 slots vacant. In closing, Ms. Aguilar noted that the Chairman's memo proposes a 13 member RAC, and among the organizations recommended for appointment aze the South Bay Partnership/HEAC which Crossroads is not sure they are representative as they are an initiative, whereas the Chula Vista Community Collaborative is a Chula Vista based organization whose mission is about Chula Vista. Additionally, Ms. Aguilar respectfully stated that the Environmental Health Coalition is focused on environmental justice, not Chula Vista, and their representative, Ms. Hunter, had previously spoken in support of a memo written by Mayor Padilla in August that proposed allowing high-rise along H Street, thus taking a public position opposed to what is in the Urban Core Specific Plan, and Crossroads questions how that organization as a member, could support use of the plan at this time. Director Rindone requested Ms. Aguilar clarify her organizations recommendations. Ms. Aguilar stated that Crossroads had two requests in regazds to the RAC procedures, one was to change the meeting time and the other was to eliminate a clause from the procedures. Director Lewis inquired as to if it was the intention of Crossroads II with regazds to the representation of Southwest Chula Vista being one tenant and one property owner, to select one person from the Southwest area or both of them? Ms. Aguilar responded that staff s recommendation does not call for geographic representation at all, and should the CVRC decide they want geographic representation, and that since the Northwest Civic Association only represented the Northwest, Crossroads II could provide Southwest representatives from their organization. Director Lewis then inquired as to Ms. Aguilaz's reference to the South Bay Partnership. Ms. Aguilar responded that her understanding of the South Bay Partnership/HEAC was that it was not an organization of people, but rather an initiative, however, connected to them was the Chula Vista Collaborative who is a legitimate Chula Vista-based organization. Director Lewis then inquired as to whether Crossroads II would be in favor of the Chula Vista Collaborative being a geographic entity of the RAC. Ms. Aguilar responded that in terms of geographic representation, Crossroads had initially felt that it was important to have geographic representation, however, the way the procedures are currently structured there are no geographic restrictions. Director Lewis stated his thoughts were that any resident tenant or resident owner in the Southwest could become part of the coalition and then become a part of the RAC in that regard. Page 21 - CVRC/RDA Minutes 1 - 21 =, July 13, 2006 ACTION ITEMS (continued) Dana Richardson representing the South Bay Partnership, formed in 1996, to improve the health and well being of residents throughout the South Bay. They are actually a community coalition of community partners in National City, Imperial Beach and Coronado. Mr. Richardson further stated that the Chula Vista Community Collaborative was also their community partner, so selection of either the Chula Vista Community Collaborative or South Bay Partnership to serve on the RAC, would probably yield the same representatives, and would add the public health perspective into the dialogue. Director Rindone inquired, and Mr. Richardson responded that his organization had members living in Southwest Chula Vista. Jose Preciado, representing the South Bay Forum, stated his organization had a history of supporting the interest of the entire South Bay, and expressed his interest in personally serving on the RAC. Mr. Preciado then spoke regarding the need to heaz from different organizations as they can provide different perspectives. With regards to the free speech issues discussed, his group formed as a PAC and they do take positions on candidates. Further, the South Bay Forum was interested in participating on the RAC because of concerns with the human landscape, what is happening to the people when decisions are being made about development. Director Rindone responded to Mr. Preciados' comments clarifying that to him, it was not so much what organizations are selected, but the fact that any individual in the City of Chula Vista could be represented by participating. Pamela Bensoussan, representing the Northwest Civic Association, thanked staff for working with her organization and incorporating a lot of their suggestions in a very short amount of time. She spoke in support of the meeting being held on the third Thursday at 6:00 p.m.; all members should represent organizations with a membership base on the focus of Chula Vista; opposed to the individual at lazge idea, but if it is determined to have them, they should be both from the Southwest and the Northwest; community organizations should not include entities as a community organization; all members of the RAC should be Chula Vista residents; meetings should not be facilitated; the language of the political affiliations or endorsements should be stricken to allow the Chamber of Commerce to participate; too much emphasis is given to the odd number; it is good for alternates to attend to keep current, but not participate; streaming video is important to encourage public participation; CVRC should consider a mobilehome park association being included as a community organization. In closing, Ms. Bensoussan expressed support of the Mayor's recommendations with exception to the individuals at lazge. Laura Hunter, representing the Environmental Health Coalition, stated it is a community based organization who has worked in the South Bay communities and Mexico for 26 yeazs, herself working in West Chula Vista for 16 yeazs, and her organization longer. They are an environmental justice organization and their membership is predominantly low-income people, people of color, people who aze often left out of the discussion and process, people who are impacted by redevelopment. She spoke in support of the Mayor's memo, which provided for more voices being represented. Ms. Hunter then reaffirmed that her organization supported the special study area for H Street being reviewed, as the general plan update proposed new residential housing adjacent to the freeways. Lisa Cohen, CEO representing the Chula Vista Chamber of Commerce, requested consideration of holding of the meetings on the first Thursday of each month as the third Thursday conflicts with their ability to participate. Page 22 - CVRC/RDA Minutes 1 - 22 .~ov July 13, 2006 ACTION ITEMS (continued) Tanya Rovira-Osterwalder, Project Coordinator representing Healthy Eating, Active Communities Initiatives (HEAC), explained that HEAC was an initiative looking at the environment and food provided in the City of Chula Vista and their headquarters aze in Southwest Chula Vista. Further, they have a huge interest in the Southwest community, especially the bilingual community. Vice-Chairman McCann closed the public heazing, and requested Director's comments. Director Chavez expressed support for HEAL and the Environmental Health Coalition, noting that they go out into the community, to the bayfront and walk the streets talking to individuals and providing a voice for them. She requested the addition of the EHC and HEAL to the groups listed until there is a group specifically formed to represent Southwest Chula Vista. Director Chavez also expressed support for having 11 members at the most, and doing aone-year review. Director Desrochers spoke in support of having no more than I1 members to include the Planning Commission, Design Review Committee, Resource Conservation, TAVA, the Chamber, the Southwestern Realtors, EHC, So. Bay Community Forum, NWCA, Crossroads and the Chula Vista Collaborative. Vice-Chairman McCann stated the goal of the RAC was to bring community input in, was as inclusive as possible to bring in different opinions and perspective so that everyone felt they had a seat at the table or someone to represent their point of view. He then expressed support for term limits, stating that 2 terms was a good opportunity; a geographic component for the members to ensure representation from Northwest and Southwest; the number of members voting did not matter that much; room for alternates as non-voting members; should include groups like EHC and the Pacific Southwest Realtors, Broadway Business Association is no longer functioning; a facilitator is not necessary; strike the language about "significant membership"; meetings to be held at 6:00 p.m.; the selection of the groups needs to be done in an open, transparent manner; conflicts of interest are very important as is a code of ethics; and disagreed that a Political Action Committee should be on the RAC. Assistant City Attorney Hull stated that the members would have to fill out a Statement of Economic Interests. Director Rindone expressed sincere appreciation on behalf of himself and his colleagues to staff, for their hard work on the direction to come up with community participation and input. Page 23 - CVRC/RDA Minutes 1 - 23 >, July 13, 2006 ACTION ITEMS (continued) Staff Recommendation.• The CVRC adopt the following resolutions: ACTION: Director Rindone moved to support staffs recommendation as presented in the summazy chart, to include the three groups of technical, business and community. Each group to have 3 votes. The composition of the technical group is to include one member of the Planning Commission, Design Review Commission and Resource Conservation Commission, and they will each select a member and an alternate who only votes when their member is not present. The business group is to include TAVA, Chamber and Pacific Southwest Association of Realtors. The community group will include the NWCA, Crossroads II, and the remaining group will be from HEAC/EHC and their delegate will come from Southwest Chula Vista. The language on 5-13, second sentence that starts with "an" is to be stricken as presented by Crossroads II; the meeting will be the first Thursday of the month at 6:00 p.m.; a two-term restriction on representatives to apply; the decision of whether or not a facilitator is necessary to be decided upon at their first meeting of the RAC; a review of the structure to be brought back for review in 9 months. Director Lewis seconded the motion for discussion. Vice-Chairman McCann requested inclusion of the strikeout of the language pertaining to political support for candidates and having the City Attorney evaluate that, include the elimination of Political Action Committees, and making sure the group is in compliance with the Brown Act and conflicts of interest. The maker and second agreed with the inclusion. Acting Community Development Director Hix requested and received clarification that the third seat would be shazed by HEAC and EHC, the term limits referred to the individual not the organization, and the elimination of PACS from being able to be one of the community groups. a. CVRC RESOLUTION NO. 2006-031, RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION CREATING A REDEVELOPMENT ADVISORY COMMITTEE AND ADOPTING THE RULES AND PROCEDURES FOR THE FORMATION AND OPERATION OF SUCH COMMITTEE b. CVRC RESOLUTION NO. 2006-032, RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPOINTING THE INITIAL MEMBER ORGANIZATIONS TO THE REDEVELOPMENT ADVISORY COMMITTEE The motion carried 6-0-1, with Director Desrochers voting no, and Director Castaneda and Chairman Padilla absent. Page 24 - CVRC/RDA Minutes 1 - 24 ,, July 13, 2006 ACTION ITEMS (continued) Vice-Chairman McCann then requested and received clazification that Item 9 was being held in Closed Session specifically due to the review of personal information of the applicants. City Attorney Moore clarified that this action was consistent with the Brown Act. 6. CHIEF EXECUTIVE OFFICER'S REPORTS Secretazy Smith requested and received concurrence to cancel the July 27`h meeting of the CVRC, as many of the Directors will be attending the League of California Cities meeting in Monterey. 7. CHAIRMAN'S REPORTS There were none. 8. DIRECTORS' COMMENTS Director Desrochers inquired as to the status of the affordable housing project on Broadway and was informed that their representatives would not be available until the first meeting in August. CLOSED SESSION 9. PUBLIC EMPLOYEE APPOINTMENT PURSUANT TO GOVERNMENT CODE 54957 (b) Recrnitment/selection of Chief Executive Officer of the Chula Vista Redevelopment Corporation. No reportable action was taken on this item. ADJOURNMENT At 10:45 p.m., Vice-Chairman McCann adjourned the Chula Vista Redevelopment Corporation to its next regulazly scheduled meeting on August 10, 2006, at 6:00 p.m.; and the Redevelopment Agency to its next regularly scheduled meeting on July 18, 2006, at 6:00 p.m. Dana M. Smith, Secretary Page 25 - CVRC/RDA Minutes 1 - 25 gov July 13, 2006 ~~~~~ Mayw antl Ciry COancil City Of Chula Vista 276 Fouts Avenue '~"`++~ Chula Vista, Ca 91910 619.691.5044 - 619.476.5379 Fax UM CHU~- VISrA MEMO RAN D TO: Members of the City Council FROM: Stephen C. Padilla, Nlayor 1 RT:: Request Far Excused Absence Wednesday, August 02, 2006 I will be in San Pedro attending Coastal Commission meetings Tuesday, August 8 through Friday, August 11, 2006. As a result, I will be unable to attend the City Council meeting on the 8a and the CVRC Board meeting on the 10'x. ThereFore, I hereby request an excused absence from these meetings. Cc: Ciiy Manager City Attorney City Clerlx `="-' d -,-+ ~~ no ~ r-n ~ m~ ~c ~ N~ O'C O `J• (} -. ~ ~r m m C'i (fi t1"t 2-1 - CVRC Board CORPORATION Staff Report -Page 1 CHULA. VISTA Item No.`3~~ DATE: X06 ~7 ___.. ~/~ 0/0 ~° TO: CVRC Board Directors VIA: Jim Thomson, Interim Chief Executive Officer ,~! FROM: Amanda Mills, Housing Manager~~~~ SUBJECT: Consideration of Exclusive Negotiating Agreement and Financial Assistance for an Affordable Rental Housing Development within the Merged Redevelopment Area Project Area: Merged Agreement: Exclusive Negotiating Agreement (ENA) Developer: Wakeland Housing and Development Corporation Project Site: 1501 Broadway (Tower Lodge Motel Site) Project Type: Affordable Rental Project Description: 1-3 bedroom affordable rental units for households earning 30% to 60% of the area median income BACKGROUND: The Community Development Department has been looking at new opportunities for the development of affordable housing within the City's redevelopment project areas to meet critical housing needs for the community and to advance the Redevelopment Agency's goals. Currently vacant, the former Tower Lodge Motel, located at 1501 Broadway, represents an opportunity to remove an existing blighted property and to provide new housing opportunities for predominately very low-income households. Wakeland Housing and Development Corporation (Wakeland) has been pre-qualified by staff for the redevelopment of this 1.35 acre site into an affordable family rental project with 1, 2 and 3 bedroom units for households earning 30 to 60 percent of the area median income (AMI). In order to determine the feasibility of this project, Wakeland must complete a number of reports, studies and analyses. To facilitate the development of affordable housing at this location, staff is proposing entering into an Exclusive Negotiating Agreement (ENA) with 3-1 Staff Report -Item No. 3 June 22, 2006 Page 2 Wakeland and providing financial assistance, in the form of a predevelopment loan, for the completion of the project feasibility studies. Staff is, therefore, presenting the attached ENA for consideration and a Predevelopment Loan Agreement for $200,000 to cover those necessary soft costs related to the feasibility analysis. The following provides a brief overview of the site, information about Wakeland, and issues regarding the project. ENVIRONMENTAL REVIEW: The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION: Staff recommends that the Chula Vista Redevelopment Corporation adopt the following resolutions: 1) Approving and authorizing the Chair ,to execute an Exclysive Negotiating Agreement with Wakeland Housing alid Development Corporation for an affordable rental project located within the Merged Redevelopment Project Area of the City of Chula Vista, and 2) Approving a recommendation that the Redevelopment Agenty appropriate up to $200,000 of Redevelopment Low and Moderate Housing Set-Aside Funding for a predevelopment loan to Wakeland, and execute any agreements necessary Staff recommends that the Redevelopment Agency adopt a resolution [A] Approving and executing a Predevelopment Loan Agreement with Wakeland Housing and Development Corporation for the development and operation of an affordable rental housing project io be located at 1501 Broadway jn the City of Chula Vista and authorizing the Chairman of the Redevelopment Agencyt`to execute said Agreement; and, [B] Approving the appropriation of $200,000 from the Redevelopment Agency's Low and Moderate Income Housing Set-Aside Fund for a predevelopment loan to Wakeland. BOARDS/COMMISSION RECOMMENDATION: On May 24, 2006, the Housing Advisory Commission recommended that the Redevelopment Agency provide financial assistance in the form of a $200,000 3-2 Staff Report -Item No. 3 June 22, 2006 Page 3 predevelopment loan and additional financing in an approximate amount of $5 million for the development and operation of an affordable housing development. DISCUSSION: Affordable Housing Requirements in a Redevelopment Area Redevelopment agencies play a vital role in the funding and production of _affordable housing. Within adopted project areas, redevelopment agencies receive a higher level of property tax revenues that would normally be allocated to the state and other taxing entities. In exchange, the state requires that 20 percent of all of these "tax increment" revenues be set aside (Redevelopment Set-Aside) for the development of affordable housing and funds are to be expended in proportion to the needs of very low, low and moderate income households. To ensure that these monies are in fad used for the production of affordable housing, the state requires that 15 percent of all new residential units built in an adopted project area be restricted to households of very low- and low- and moderate incomes. Based upon these requirements, of critical importance is the provision of housing opportunities specifically for very low-income households. The Council's/Agency's leadership to proactively plan for affordable housing opportunities in the redevelopment project areas is critical to meeting the Redevelopment Agency's legal obligations. The timely production of affordable units is a priority because of the nearing expiration dates of the various project areas. Development Proposal Wakeland is interested in developing approximately 40 units for an affordable, family rental project on the former Tower Lodge Motel site located at 1501 Broadway within the Merged Chula Vista Redevelopment Project Area. It is proposed that the project will serve primarily large families (3 bedroom units) and predominately extremely low and very low- income households (30 to 50 percent of the AMI), meeting the City's critical housing needs and the expenditure and production requirements of the Redevelopment Agency for very low income housing. Based upon FY 2006 HUD Income limits, monthly rents would average from approximately $449 to $610. Site The property located at 1501 Broadway, just north of Anita Street, currently has a closed and blighted motel on the site. The motel has a long history of community complaints, code violations and police calls for service. In 2004, Tower Lodge had the highest calls for service per room ratio in the City according to the Chula Vista Police Department, six times the median. Dating back to 1987, the motel has been issued numerous Notices of 3-3 Staff Report -Item No. 3 June 22, 2006 Page 4 Code Violations. On April 29, 2005, the Tower Lodge Motel was posted as a substandard building, all tenants were ordered to vacate, and the owner secured the building, which has remained vacant since that time. The property has a General Plan designation of Mixed Use Residential (MUR) and is within the South Broadway District. The zoning far the property is Thoroughfare Commercial with a Precise Plan modifier (CTP) and is currently inconsistent with the General Plan designation. To implement this designation, a rezone of the property will be required to allow land uses compatible with the MUR designation (residential, retail and office). A mix of compatible and complementary land uses are envisioned for the district, with the MUR designation contemplating a mix of land uses within one development proposal/site. Development of any one of these land uses separately could still be in keeping with the General Plan vision and policies for the district. This approach would constitute a "horizontal mixed use" and may be deemed acceptable in this area. Through the application for rezoning of the property, the development proposal and the desire to provide horizontal mixed use in this area would be evaluated for consistency with the General Plan. For more information regarding the proposed development site, please refer to Exhibit A, as attached. Financial Assistance Financing and development of this project is proposed as a joint private-Public partnership. Wakeland is proposing the use of Low Income Housing Tax Credit financing to support the majority ($7.1 million) of the estimated $13.8 million cost of constructing the project. At this time, staff is recommending the appropriation of a maximum of $200,000 in Redevelopment Low/Moderate Income Housing Funds to fund the predevelopment costs of the project. Predevelopment expenses are an eligible use of Redevelopment Set-Aside funding, provided that the affordable units are actually constructed. The Predevelopment Loan will be made on the following loan terms: 1. No interest shall accrue uppn the loan 2. The Predevelopment Lciancshall be due and payable if Wakeland and the Agency are not able to enter into a subsequent Development and Loan Agreement within the Negotiating Period as set forth in the attached ENA. Should Wakeland execute such agreement for the development of the site, repayment of the Predevelopment Loan shall be set forth within this Agreement. The Predevelopment Loan repayment is unsecured. 3-4 Staff Report -Item No. 3 June 22, 2006 Page 5 3. Loan proceeds shall be used to pay for actual and reasonable costs related to the preparation of plans, studies, and reports for the project site. As stipulated within the Agreement, Wakeland will be responsible for repayment of any and all predevelopment funds expended in relation to the project in the event that the affordable units are not constructed. If an affordable project is successfully completed, the Agency may roll the predevelopment loan into any loan that may be provided by the Agency. Pending completion of due diligence, Wakeland is estimating a remaining financing gap of $5.24 million. To close this gap, Wakeland has committed to deferring part of their fee as developer of the project. Additionally, they are anticipating a request for direct financial assistance of approximately $5,000,000 or $125,000 per unit from the Redevelopment Agency to close this financing gap. The Redevelopment Agency will consider this request at such time as a preliminary evaluation of the property and project has been completed and financing costs have been more clearly identified. Agency financial support will be essential to the successful completion of an affordable project on this site. In recent years, land and construction costs have risen dramatically. As an example, in September 2005, the City approved additional financing for the 40-unit Seniors on Broadway development due to significant cost increases, amounting to a total assistance level of approximately $90,000 per unit. .Affordable housing developments are not able to adapt to higher costs. These developments are limited in their ability to generate income based upon the restricted rents. In turn, this affects Wakeland's ability to qualify for additional financing and absorb higher construction costs. With the proposed development targeting deeper affordability levels of extremely low and very low income households, the project wild not be able to generate sufficient revenues to support the predevelopment and development costs. While the subsidy anticipated is high, this development provides the Agency with an opportunity to commit and expend redevelopment funds on an affordable housing development that is locate~lin a redevelopment project area and which assists extremely low and very low income. Both of these factors are noteworthy given the Agency's requirement to provide 6 percent of the housing within Redevelopment Project Areas as affordable to very low income households (California Health & Safety Code § 33413) and to expend its Redevelopment Low and Moderate Income Set-aside funds in relation to the community's need for very low income households and the population under the age of 65 (California Health & Safety Code § 33334.4). 3-5 Staff Report -Item No. 3 June 22, 2006 Page 6 Article XXXIV Article XXXIV of the California Constitution (Article 34) requires that voter approval be obtained before any "state public body" develops, constructs or acquires a "low rent housing project". This project is applicable under Article XXXIV of the State Constitution. Proposition C, passed on April 11, 1978, authorized the development, construction and acquisition of 400 units of housing for persons of low-income in the City of Chula Vista. Currently, there are 66 units remaining as authorized under Proposition C. The restriction of the approximately 40 units will be counted towards this remaining authorization thus leaving the City with only 26 remaining units before the City would need to consider taking the issue of low-income housing back to the voters. In previous projects the Agency has only restricted a portion of the units within a project and therefore not triggered the Article XXXIV provisions. The Agency will restrict all units within the proposed development to satisfy its affordable housing obligations under Health and Safety Code Sections 33413 and 33334.4. Developer Qualification As previously presented to the CVRC, on May 11, 2006, staff described the newly established ENA process which seeks to match highly reputable developers with a site rather than looking at specific development proposals. The Agency is interested in finding quality developers with a proven track record who are committed to working with Chula Vista and understanding Chula Vista's interests, .history, and vision fog the future. By selecting highly reputable developers with experience building and designing in an urban market and matching them with appropriate sites, the end result will be a development that better meets the goals of the City, and Agency and community. Although Wakeland approached the Agency after getting the property; under contrail, staff has pre-qualified Wakeland based on the required qualification criteria and the suitability of the developer's qualifications to the respective development site, as summarized below. For a complete Developer biography and list of projects please refer to Exhibit B. Wakeland has significant experience. in developing in-fill affordable housing in redevelopment areas such as a 74-unit project ("Lillian Place") in the East Village and ("Town Square Row Homes"~ a 6-unit, for-sale project in downtown National City. Wakeland is well qualified and has demonstrated their desire and commitment to partner with the City and Chula Vista Redevelopment Corporation, to develop a project that meets the City's affordable housing objectives and to work cooperatively with the public in the design of the project. 3-6 Staff Report -Item No. 3 June 22, 2006 Page 7 Exclusive Negotiating Agreement An ENA is a roadmap for the evolution of a redevelopment project. ENAs establish a predictable and agreed upon process, timeline, and parameters for developers and the CVRC to cooperatively design and process redevelopment proposals that meet the goals and objectives of both parties. For the CVRC, the ENA process strategically evolves a proposal from initial concept to a defined project that is consistent with relevant and applicable plans and policies, aligned with community character, and designed to meet the City's strategic and economic goals for public amenities and community revitalization. As crafted, the ENA generally describes the proposed development site, establishes a timeline for milestones and public participation, defines the negotiation period, and establishes a maximum predevelopment loan amount. The ENA timeframe is approximately 300 days, which encompasses the predevelopment work through formal review and approval. CONCLUSION The approval of an ENA between Developer and the CVRC is the first step in the process for the cooperative development of the Tower Lodge Motel site. As proposed, the development of affordable housing on the site will meet a critical housing shortage of rental housing for extremely low and very low income households and remove a currently blighting influence on the community. 7".fie Agency's participation will fulfill its requirements to expend its funds and produce'nousing for very low-income households. If predevelopment financing is approved, staff will begin working with the development team to commence the predevelopment tasks, including the pre-design public workshop. If discussions, negotiations, and tasks under the ENA process are successful, the Agency and Wakeland may consider entering into a Development and Loan Agreement or Owner Participation Agreement (OPA) for construction of the approved development project and the Predevelopment Loan may be incorporated into this Agreement. If no Agreement is executed, the Predevelopment Loan shall be immediately due and repaid. Under a successful process, the overall timeframe for construction and completion of a development project is be~veen 18 to 36 months from execution of the Development Agreement or OPA. FISCAL IMPACT: The Predevelopment Loan of $200,000 will be set aside from the available balance in Redevelopment Agency's Low and Moderate-Income Housing Set-aside Fund and appropriated in the Agency's Budget. Should Wakeland and the Agency enter into a 3-7 Staff Report -Item No. 3 June 22, 2006 Page 8 subsequent Development and Loan Agreement within the Negotiating Period as set forth in the attached ENA, the Predevelopment Loan may be incorporated into this Agreement. The Predevelopment Loan shall be immediately due and repaid if no Development and Loan Agreement for the site is executed. Any repayment of the loan will be deposited into the Redevelopment Agency's Low and Moderate Income Housing Set-aside fund for further use in providing affordable housing programs. EXHIBITS: A. Map of Proposed Site B. Wakeland Housing and Development Corporation Biography and Projects PREPARED BY: Leilani Hines, Senior Community Development Specialist 4 ,r 3-8 EXHIBIT "C" ~, ® Merged Chula Vista Redevelopment Project Area 3 - 9 ENA Site Wakeland Housing and Development Corporation Exhibit B -Staff Biographies Ken Sauder, President Ken Sauder is president of Wakeland Housing and Development Corporation. He was the organization s founding executive director in 1999. Under Mr. Saude~s leadership and assisted by a strong staff and board of directors, Wakeland has grown its development portfolio to 4,000 units in 19 projects throughout California and Washington. Mr. Sauder has over 25 years of community development and affordable housing experience, working exclusively for non-profits, both internationally and nationally. He has extensive expertise in working with a variety of funding sources -tax credits, tax exempt bonds, municipal bonds, HOME funds, CDBG funds, set-aside money and foundation funds. He previously held positions as director of community development for South Bay Community Services; founding director of Latin American Program for Habitat for Humanity International; and the first director of Tijuana-San Diego Habitat for Humanity. Mr. Sauder holds a master's degree in city planning from the University of Pennsylvania, and a bachelor's degree in social work from Temple University. He is active in a variety of organizations promoting affordable housing and serves on the boazd of Directors for, the San Diego Housing Federation. Barry Getzel, Senior Project Manager Barry Getzel has over 25 yeazs of experience in real estate acquisitions, development and finance, including 18 yeazs in community development and affordable housing. He has worked as: director of a $200 million downtown redevelopment project for the City of Seattle, Washington; Director of Acquisitions for Home Capital, once a major investor in mazket-rate housing development throughout the United States; a planning and Iow-income housing tax ¢edit consultant; and as Southwest manager of community development lending for Bank of America, where he oversawy~e lending of over $150 million to affordable housing developers in Southern California, Arizona, New Mexico and Texas. At Wakeland, Mr. Getzel is responsible for new project feasibility analysis, conceptualization and design, finance and development. 3-10 Wakeland Housing and Development Corporation Exhibit B -Staff Biographies Page 2 Emily Monahan, Director of Asset Management Emily Monahan has neazly 10 years experience in the affordable housing industry and oversees a diverse project portfolio at Wakeland. Her experience includes property management, construction management, asset management, project management and resident services. She worked for several yeazs as a real estate development coordinator for anon-profit developer in central California. She spent two yeazs as a regional manager for swell-known San Diego property management firm. Ms. Monahan has a strong background in the development and oversight of tax-¢edit and bond-financed projects. She holds a bacheloPs degree in social science. Rebecca Davis, Project Manager Ms. Davis serves as a project manager for several of Wakeland developments. Before coming to Wakeland she spent six years as an associate regional planner at the San Diego Association of Governments (SANDAG), where she gained expertise in affordable housing issues, including the prepazation of housing elements for local jurisdictions and the detP*~*n~n~tion and allocation of regional housing needs. She also developed and implemented an outreach program to educate elected officials, community members and,~the media about affordable housing. Ms. Davis has also worked as development director at the Center on Policy Initiatives, a social and economic justice reseazch and policy development non-profit, and project manager at United Indian Nations CDC, anon-profit working to increase culturally-based community organ;Tng and development in the Bay Area s American Indian community. She received her masters degree in city and regional planning from the University of California ,Berkeley in 1998, where she focused on community and economic development. Tracy Borhart, Accounting Manager Tracy Borhart provides fiscaLm9~nagement for Wakeland's operations. Previously, she served as assistant director of finance for Hospice of the Comforter, acommunity-based, non-profit hospice serving terminally ill patients in Central Florida . Ms. Borhart has 16 years of accounting experience. Fier experience includes budgeting, finana.al analysis and project management. She holds a bachelor's degree. in accounting. 3-11 WakeIand Housing and Development Corporation Exhibit B -Staff Biographies Page 3 Shonna Irving, Resident Services Coordinator Shonna Irving has 13 years of experience working with youth, families and. seniors. She manages multiple resident services programs for Wakeland properties, designing programs and activities that reflect the educational, cultural and social needs of each affordable housing community. Her broad experience in education and community development helps generate and strengthen partnerships that bring resources to the residents, including ESL and GED prepazation, computer training, jab skill development classes, health literacy and onsite medical support services. Her focus is to support residents as they become self sufficient in school, home and work environments. Doreen Kartes, Project Administrator Doreen Kartes-has many yeazs experience in tax credit and bond applications. She is the contact person responsible for packaging tax credit bond and other funding applications. ~Ls. Kartes is also responsible for administrative office operations. She has been involved in the development field since 1985, working with Stazboazd Development Corporation for 10 yeazs and CateIlus Development Corporation for three yeazs. 4 •~ 3-12 waa~a.alvn xousaNG arm nEVELOP1vva~NT coxPOxaTaoN TOWN SQUARE ROWHOMES • Town Squaze Rowhomes is located in tl~e "Brick Row" Neighborhood at 9a' Street and "A" Avenue in National City,' • Town Squaze Row Homes is a new construction project of 6 detached homes. The homes were sold to families earning approximately 90% azea median income. Two units aze income restricted at 120% area median income. • The development is in the Redevelopment Area of National City, and is consistent with the objective of the City's Redevelopment Pian - to promote home ownership. • The units aze approximately 1,500 squaze feet, three bedrooms and three baths. • Each unit is based on a three story neo-Victorian design that includes a lazge room for a ground level business use, if desired by the owner. • The property was developed by Town Squaze Rowhomes, LLC. • Sources of funds for the development are Low-Income Housing Fund, National City Community Development Commission, with conventional take-out financing being offered to the homeowners through Wells Fazgo Bank. 3-13 Construction began in July 2001, and was completed in June, 2002. WAKELAIVD HOUSING AND DEVELOPMENT CORPORATION BEYER COURTYARDS .~ .<.,:,, • Located at 3300 Beyer Blvd in San Ysidro. • New construction development of 60 units, primarily targeting very low income households. ., • 2 and 3 bedroom rental units. • Financing sources aze Bonds and 3% Tax Credits. • Construction was recently completed in Apri12006. ~} 3-14 `~ WAKELAND HOUSING AND DEVELOPMENT CORPORATION LILLLAN'S PLACE • Located at 1401 7 Street in Downtown San Diego. • 4 story (on J Street) and 3 Story new structures, plus a rehabilitated historic 2 story building (on the comer of 14~' and J), surrounding a series of connected courtyazds and recreation spaces. • 74 units with a planned unit mix as follows, 23 one bedroom, 27 two bedroom, 23 three bedroom and 1 manager's unit. Three of the 3 bedroom units will be-three story townhomes, suitable as a live /work environment, tazgeted to 110% AMI households. • A community center will include the property manager's office, a computer learning center and and other resident services activities. • A separate room will be set-aside to show an exhibit commemorating the history of the site (to be open to the public on a scheduled basis) • Lillian Place is a joint venture between Wakeland and Interfaith Housing Assistance Corporation. t. • Financing sources aze I e City of San Diego (NOFA funding), 9% tax credits, Affordable Housing Program funding, Wells Fazgo Bank construction loan, CCRC permanent financing. • Construction began in November 2004 and is expected to be completed by Summer 2006. 3-15 ~~~~, ~, P l a n n i n g & B u i l d i n g D e p a r t m e n t Cf1Y OP Planning Division ~ Development Processing CHULA VISTA APPLICATION APPENDIX B Disclosure Statement Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City, a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City of Chula Vista election must be filed. The following information must be disclosed: 1. List the names of all persons having a financial interest in the property that is the subject of the application or the contract, e. g., owner, applicant, contractor, subcontractor, material supplier. Wakeland Housing & Development Corporation is a 501(c)3 Corporation. Therefore, there are no individuals that have or will have a financia interest in it or any~;of the properties it awns or will own. Wa Lolan~l hac no c' norl trdCt W1th d Cnnfirg rfnr nr cnhnnntrartnr Wayne Davis C~~'ou (Archite t). 2, an~person' ident~ed pursuant to (1) above is a corporation or partnership, list the names of all individuals with a $2000 investment in the business (corporation/partnership) entity. fV/A -Wakeland Wayne Davic-nwnc 100`X of Wayne Davis 3. If any person' identified pursuant to (1) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. Loren Adams, Board Chair Lina Ericsson, Member Mack Farris. Member Craia ukuvama Mem er Drug Perkins cerratary Art Rivera Member Lee Winslett, Member 4. Please identify every person, including any agents, erPployees, consultants, or independent contractors you have assigned to represent you before the City in this matter. Ken Sauder. Wakeland Housing & Development Coro, President & CEO Rarrv r;at~al_ Wakeland Hnusing & Development Carp Senior Project Manager 5. Has any person' associated with this contract had any financial dealings with an official" of the City of Chula Vista as it relates to this contract within the past 1 Z months. Yes_ No X 6. If Yes, briefly describe the nature of the financial interest the official"' may have in this contract. Have you made a contribution of more than .$250 within the past twelve (12) months to a current member of the Chula Vista City Council? No X Yes _ If yes, which Council member? Z76 Fourth Avenue ~ Chu 3 - 16 91910 (619)691-5101 ~~1l~ ~~ P l a n n i n g & B u i l d i n g D e p a r t m e n t Qil'OF Planning Division ~ Development Processing CHULA VISTA APPLICATION APPENDIX B Disclosure Statement -Page 2 7. Have you provided mare than $340 (or an item of equivalent value) to an official" of the City of Chula Vista in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, Icon, etc.) Yes _ No X If Yes, which official" and what was the nature of item provided? Date: June 22, 2006 Kenneth L. Sauder Pr cidPnt Print or type name of Contractor/Applicant ' Person is defined as: any individual, firm, co-parfiership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit. Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a board, commission, or committee of the City, employee, or staff memhers. l i 3-17 276 Fourth Avenue ~ Chula 910 (619)691-5101 CVRC RESOLUTION NO. 2006- RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION REGARDING THE POTENTIAL DEVELOPMENT OF A REAL ESTATE PROJECT LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista ("Agency") to promote economic vitality, create market confidence, encourage environmental health and remediation, create public benefits and amenities, and facilitate the development, reconstruction, and rehabilitation of residential, commercial, industrial, and retail uses; and WHEREAS, an Exclusive Negotiating Agreement ("ENA") is an important redevelopment tool to the Agency to establish a legal and contractual framework for negotiations and provide a defined timeline for completion of predevelopment activities with a developer about a potential redevelopment project; and WHEREAS, Wakeland Housing and Development Corporation ("Developer") is interested in developing an affordable project at 1501 Broadway ("Property"), located in the Agency's Merged Redevelopment Project Area; and WHEREAS, the Developer has an Option to Purchase Property and requested a Predevelopment Loan to pursue project feasibility; and WHEREAS, staff has determined that Developer is qualified to design and develop a high quality affordable project at the proposed development site that is consistent with the goals of the Agency's adopted Redevelopment Plan for the Merged Redevelopment Project Area; and WHEREAS, it is in the interest of the Agency and Developer for the Agency to execute and enter into an ENA with Developer for the proposed development site based on Developer's qualifications; and WHEREAS, the ENA also retains Agency sole discretion for future actions necessary to process any project and does not commit the Agency to the approval of or financial participation in the project; and WHEREAS, approval of the ENA is exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b)(3) of the State CEQA Guidelines; and NOW THEREFORE BE IT RESOLVED that the Redevelopment Agency of the City of Chula Vista does hereby approve the Exclusive Negotiating Agreement with Wakeland Housing 3-18 CVRC Resolution No. 2006- Page 2 and Development Corporation for potential development of a real estate project located at 1501 Broadway and authorizes the Chair to execute said Agreement. PRESENTED BY Dana M. Smith Secretary APPROVED AS TO FORM BY Ann Moore General Counsel 3-19 EXCLUSIVE NEGOTIATING AGREEMENT This Exclusive Negotiating Agreement ("Agreement"), dated as of this 10'h day of August 2006 ("Effective Date"), is made by and between the Chula Vista Redevelopment Corporation, a California nonprofit public benefit corporation ("CVRC"), on behalf of and for the City of Chula Vista Redevelopment Agency, a public body, corporate and politic ("Agency") and Wakeland Housing and Development Corporation, a California non-profit corporation ("Developer"), with reference to the following facts: RECITALS In furtherance of the objectives of the California Community Redevelopment Law, the Agency has undertaken a program for the redevelopment of certain areas within the City of Chula Vista ("City"), and in connection therewith is undertaking and carrying out activities for redevelopment in the Town Center I Redevelopment Project Area ("Project Area") pursuant to and in furtherance of the redevelopment plan for the Project Area ("Redevelopment Plan"). To assist in the carrying out of planning and redevelopment activities the City of Chula Vista created the Chula Vista Redevelopment Corporation ("CVRC"). Pursuant to Chula Vista Municipal Code Section 2.52, the CVRC is authorized to enter into this Agreement on behalf of the Redevelopment Agency. The subject matter of this Agreement concerns that certain real property located within the Project Area as depicted on Exhibit "A" hereto ("Property"). The Property is located at 1501 Broadway, known as the Tower Lodge Motel site. The site totals approximately 1.35 acres. The Developer is proposing to develop a residential development ("Project") and desires to obtain predevelopment funding from the Agency. The Agency has received an unsolicited proposal for the redevelopment of the Property from Developer, who is a qualified and interested developer. Therefore, the Agency desires to enter into this Agreement with the Developer with the objective of determining the feasibility of the proposed project and consideration of entering into a mutually acceptable Development and Loan Agreement for the development of the Property consistent with the terms and conditions of this Agreement at the earliest practical date. The Developer anticipates that, following execution of this Agreement and through the period of negotiation and preparation of a Development and Loan Agreement with respell to the Project, it will devote substantial time and effort in preparing plans, preparing project proformas, contacting financial institutions, engaging appropriate consultants, and meeting with the City and various other necessary third parties in connection with the proposed Project, and in negotiating and preparing a Development and Loan Wakeland Housing & Developmen+ r'nrn FNA Page 1 3 - 20 Agreement consistent with the basic terms and mutual understandings established in this Agreement. The CVRC and the Developer ("Parties") desire to enter into this Agreement in order to set forth the rights and duties of the Parties during the term of the Exclusive Negotiating Period subject to the Owner Participation rules and regulations established for the Project Area. Now, Therefore, the Parties mutually agree as follows: Good Faith Negotiations A. Agency and Developer agree (for the period stated below) to negotiate in good faith pursuant to the terms of this Agreement, a Development and Loan Agreement or other form of agreement or agreements to be entered into between the Agency and Developer concerning the purchase and development of the Property. Agency agrees not to negotiate with any other person or entity regarding development of the Property without the prior written consent of Developer. Nothing in this Agreement shall be deemed a covenant, promise or commitment by Agency, the City of Chula Vista, or any agency of the City, with respect to the acquisition of property or the approval of development. Agency's acceptance of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by Agency or Chula Vista Redevelopment Corporation as to any actions required of it. B. Notwithstanding the foregoing, if the Property incorporates parcels not under Agency or Developer control, Developer acknowledges that Agency may receive from time to time, unsolicited alternative proposals for the development of the Property. Agency shall notify Developer within ten days after receiving an unsolicited development proposal for all or any portion of the Property. Agency and Developer shall confer in good faith to assess the benefits of the unsolicited proposal. Negotiation Period A. Agency and Developer agree to negotiate for an initial 300 days, which shall commence on the Effective Date unless earlier terminated in accordance with the provisions hereof ("Initial Negotiation Period"). B. If, upon the expiration of such Initial Negotiation Period, the Parties have not each approved and executed a Development and Loan Agreement, then the Executive Director, in his sole discretion, on behalf of the Agency, is authorized to, in writing, extend the term of this Agreement for up to an additional 90 days ("Extended Negotiation Period") provided that at the end of the Initial Negotiation Period, the Agency has not exercised its right to terminate as herein provided, the Developer is in full compliance with all terms and conditions hereof, the Developer concurs with such extension of the negotiation period, and the Executive Director has determined that there is a reasonable likelihood that the Developer will agree to terms and conditions for the development of Wakeland Housing & Development''--- '"" Page 2 3-2] the Project on the Property required for the development of the Project that Agency staff will be able to recommend to Agency prior to the expiration of the Extended Negotiation Period. C. If, aker expiration of the Initial Negotiation Period, or after the Extended Negotiation Period if this Agreement is extended, the Parties have not each approved and executed a Development and Loan Agreement, then this Agreement shall automatically terminate and Developer shall have no further rights regarding the subject matter of this Agreement or the Property, and Agency shall be free to negotiate with any other persons or entities with regard to the Property. 3. Obligations of Developer A, Schedule Agency and Developer agree and acknowledge that all submittals required by this Agreement shall be submitted pursuant to the timeline attached hereto as Exhibit "B." Exhibit "B" shall include, but is not limited to, submittals of Project plans, pro forma, marketing and feasibility studies, and evidence of financing that are required by the Agency; and commencement of good faith negotiations with Agency designated prospective owner participants in the Project. The Parties agree and acknowledge that the Executive Director shall have the authority to reasonably modify submittal dates contained within Exhibit B provided that the Initial Negotiation Period shall not be modified or extended except as set forth in Paragraph 2 above. B. Development and Design Plans , During the negotiation period, Developer shall submit development and design plans for the Project. Developer shall also furnish such information to Agency regarding the proposed project as may be required by Agency to perform an environmental review pursuant to the California Environmental Quality Act (CEQA). All fees and expenses for engineers, architects, financial consultants, legal, planning or other consultants retained by Developer to perform Developer's obligations set forth in this Agreement shall be the sole responsibility of Developer. C. Reports, Studies and Public Participation Developer shall make quarterly written reports to the Agency on the Developer's progress toward meeting its obligations under this Agreement, and if requested by the Agency, Developer shall make periodic oral progress reports on all matters and all studies being made related to the acquisition and development of the Project and other matters under negotiation to the extent that they do not include confidential matters. As Agency deems reasonably necessary or appropriate, presentations may be requested at public forums to solicit input from citizens,-businesses, stakeholders and relevant interest groups. Wakeland Housing & Development Cc Page 3 3-22 D. Financing Developer shall, consistent with Exhibit "B," develop a program of financing that provides the Agency with reasonably satisfactory evidence that financing will be available for acquisition and development of the Property. 4. Agency Obligations and Due Diligence A. During the Negotiation Period, the Agency shall conduct a due diligence investigation of the Developer's ability to purchase, own and/or operate the Project in a responsible manner. If the Agenty Executive Director determines in his sole discretion that Developer does not have the ability to successfully purchase, own, and/or manage the Project in a responsible manner, the Agency Executive Director may terminate this Agreement by delivering written notice thereof to Developer. Agency's due diligence efforts may include, without limitation, the following: 1. Assessment of the proposed financing and the capacity of Developer to qualify for financing for the Project; and 2. Assessment of the capacity of Developer and their principal staff to effectively own and/or manage the Project, including the ability to carry out any ongoing management oversight responsibilities B. Agency agrees to cooperate with Developer in providing equity partner(s) and/or lender(s) of Developer with appropriate and necessary information for the Developer to fulfill its obligations hereunder, which information is not otherwise privileged. C. The Agency shall also cooperate with Developer's professional consultants and associates in providing them with any information and assistance, so far as such information is not otherwise privileged, reasonably within the capacity of the Agency in connection with the preparation of the Developer's submissions to the Agenty. 5. Development and Loan Agreement The Parties hereby acknowledge and agree that, during the Negotiation Period of this Agreement the Parties shall use their respective good faith efforts to negotiate and enter into a Development and Loan Agreement which shall include (but not be limited to) the following: (i) the design of the Project by the Developer, which design shall be subject to the approval by the Agency and/or City, (ii) the construction of the Project by the Developer in accordarice with final plans and specifications to be provided by the Developer and approved by the Agency and/or City, pursuant to a detailed schedule of performance by the Developer, (iii) the operation and management of the Project by the Developer in a good and professional manner and subject to the covenants required by law, (iv) the maintenance of landscaping, buildings, and improvements in good condition and satisfactory state of repair so as to be attractive to the community, (v) the operation of the Project by the Developer in._ compliance with all equal opportunity standards Wakeland Housing & Development ~ - Page 4 3-23 established by federal, state and local law, (vi) provision by each contractor and/or subcontractor (as the case may require and as appropriate) performing work on the Project of the requisite performance bond and labor and materials payment bond to assure completion of the Project free of mechanics' liens, (vii) the Project shall be of the a quality consistent with plans and renderings provided by Developer and approved 6y the Agency, (viii) the terms and conditions upon which Developer shall acquire the parcel(s), and (ix) the terms and conditions upon which either party may terminate the Development and Loan Agreement (e.g., the discovery of environmental issues/hazardous substances on the Site, unexpected development or construction costs, inability to acquire parcels). 6. ADDITIONAL TERMS AND OBLIGATIONS A. No Competing Development. Developer shall not commence the construction of any parcels comprising the Property owned or controlled by the Developer until this Agreement has been properly terminated according to its terms or the Agency/City has approved the Project. Real Estate Commissions. Neither Agency nor Developer shall be liable for any real estate commission or brokerage fees, which may arise here from. Agency and Developer represent that they have engaged no broker, agent or finder separately in connection with this transaction and each party agrees to indemnify, hold harmless and defend the other against claims for commissions or fees made through such party. C. Each Party to Bear its Own Cost. Each party shall bear its own costs incurred in connection with the negotiation of a Development and Loan Agreement, and the implementation of this Agreement, except as otherwise expressly provided herein or expressly agreed in writing. D. Confidentiality. Agency and Developer recognize that disclosures made by Developer pursuant to this Agreement may contain sensitive information and that the disclosure of such information to third parties could impose commercially unreasonable and/or uncompetitive burdens on Developer and, may correspondingly, diminish the value or fiscal benefit that may accrue to the Agenty upon the redevelopment of the Property by the Developer, if a future Development and Loan Agreement is entered into by the Parties. Developer acknowledges and agrees that Agency is a public entity with a responsibility and, in many cases, legal obligation to conduct its business in a manner open and available to the public. Accordingly, any information provided by Developer to Agency with respect to the Property, the Project or Developer may be disclosed to the public either purposely, inadvertently, or as a result of a public demand or order. With respect to any information provided that Developer reasonably deems and identifies in writing as Wakeland Housing & Development C 3 24 Page 5 proprietary and confidential in nature, Agency agrees to exercise its best efforts to keep such information confidential. In addition, if Agency determines that it is required under applicable law to disclose any information identified by Developer as proprietary and confidential in nature, Agency shall notify Developer at least three business days before disclosure of such information which will provide Developer the opportunity to seek a protective order preventing such disclosure. Notwithstanding the above, Agency's failure to provide said notice shall not constitute a breach of this agreement or grounds for a claim or cause of action of any nature against the Agency as a result of the release of said claimed proprietary or confidential information. E. Assignment 1. Agency would not have entered into this Agreement but for Developer's unique qualifications and experience. Therefore, Developer's rights and obligations under this Agreement may not be assigned without the prior written approval of Agency in its sole discretion. Notwithstanding the foregoing, subject to the prior written approval of the Executive Director, Developer may assign its rights hereunder to a new entity comprised of the Developer for purposes of developing the Project. Such new entity may include additional parties provided that the Developer retains responsibility for fulfilling its obligations hereunder and Developer retains management control and authority over the entity and the Project. 2. Upon the occurrence of any change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency, prior to the time of Such change, the Agency may terminate this Agreement, without liability, by sending written notice of termination to Developer. Nondiscrimination Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, disability, national origin or ancestry in undertaking its obligations under this Agreement. G. Owner Participation Requirements This Agreement and the obligations of the Parties set forth herein are subject to the applicable Owner Participation rules and regulations established for the Project Area and California Community Redevelopment Law. RETENTION OF DISCRETION A. By its execution of this Agreement, Agency is not committing itself or agreeing to undertake any activity requiring the subsequent exercise of discretion by Wakeland Housing & Development"- "" Page 6 3-25 Agency or City, or any department thereof including, but not limited to, the approval and execution of a Development and Loan Agreement; the proposal, amendment, or approval of any land use regulation governing the Property; the provision of financial assistance for the development of any public or private interest in real property; the authorization or obligation to use the Agency's eminent domain authority; or, any other such activity. B. Consideration of Entitlements and Policy Documents. Developer understands and agrees that the Agency and City, in their respective legislative roles, reserve the right to exercise their discretion as to all matters which the Agency and City are by law entitled or required to exercise such discretion, including but not limited to, Entitlements for the development of the Property and adoption of any amendments to policy documents (including the General Plan and Redevelopment Plans). In addition, Developer understands and agrees that the Entitlements and any other documents shall be subject to and brought to the Agency or City, as appropriate, for consideration in accordance with applicable legal requirements, including laws related to notice, public hearings, due process and the California Environmental Quality Act. C. Developer acknowledges that any plans processed for the Property will be based upon the current General Plan and Zoning Code of the City. D. Consideration by the Agency of the final Project as contained in the Development and Loan Agreement. This Agreement does not constitute a disposition of property or exercise of control over property by Agency and does not require a public hearing. Agency execution of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by Agency as to any proposed Development and Loan Agreement and all proceedings and decisions in connection therewith. The parties understand that Agency has the complete and unfettered discretion to, reject aDevelopment-and Loan Agreement without explanation or cause. The risk of loss of all processing, design and developmental costs incurred by the Developer prior to Development and loan Agreement approval shall be absorbed entirely by Developer except unless expressly assumed, by the terms of this Agreement by the Agency. As to any matter, which the Agency may be required to exercise its unfettered discretion in advancing the Project to completion, nothing herein shall obligate the Agenty to exercise its discretion in any particular manner, and any exercise of discretion reserved hereunder or required by law, shall not be deemed to constitute a breach of Agency duties under this agreement. 8. TERMINATION RIGHTS Notwithstanding the Initial or Extended Negotiating Periods hereinabove set forth, either party may terminate this Agreement if the other party has materially defaulted in its obligations herein set forth, and the terminating party has provided defaulting party with written notification of such determination, and the defaulting party has refused to cure same. The written notification shall set forth the nature of the actions required to cure such default if curable. Defaulting party shall have 15 days from the date of the written notification to cure such default. -If such default is not cured within the 15 days, the Wakeland Housing & Development C Page 7 3-2G termination shall be deemed effective. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Each party shall also have the right to terminate this Agreement in the event that Agency or Developer determines that (a) the Project is infeasible or not in the public interest; or (b) the parties reach an impasse in their negotiation of the Development and Loan Agreement which cannot be resolved after good faith efforts. 9. GENERAL PROVISIONS A. Address for Notice. Developer's Address for Notice: Kenneth Sauder Wakeland Housing and Development Corporation 625 Broadway, Ste. 1000 San Diego, CA 92101 Telephone: 619-235-2296 Fax: 619-235-5386 Agency's Address for Notice: Redevelopment Agency of the City of Chula Vista Community Development Department Attn: Director of Community Development Copy to: City Attorney 276 Fourth Avenue ~ , Chula Vista, CA 91910 Telephone: (619) 691-5047 Fax: (619) 476-5310 Authority. Each party represents that it has full right, power and authority to execute this Agreement and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Agreement on the behalf of such parry are duly authorized agents with authority to do so. C. Counterparts. This Agreement may be executed in multiple copies, each of which shall be deemed an original, but all of which shall constitute one Agreement after each party has signed such a counterpart. Wakeland Housing & Development 3 _ 27 Page 8 D. Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the parties with respect to the subject matter contained herein, All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. E. Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the parties. F. No Third Parry Beneficiaries. There are no other parties to this Agreement, express or implied, direct or indirect. Agency and Developer acknowledge that it is not their intent to create any third party beneficiaries to this Agreement. G. Exclusive Remedies. 1. In the event of default by either party to this Agreement, the parties shall have the remedies of specific performance, mandamus, injunction and other equitable remedies. Neither party shall have the remedy of monetary damages against the other; provided, however, that the award of costs of litigation and attorneys' fees shall not constitute damages based upon breach of this Agreement where such an award is limited to reasonable costs of litigation incurred by the Parties. - 2. Each party acknowledges that it is aware of the meaning and legal effect of California Civil Code Section 1542, which provides: A general release does not extend to claims which the creditor does not Know or suspect to exist in his favor at the time of executing the release, which if known by him would have materially affected his settlement with debtor. California Civil Code Section 1542 notwithstanding, it is the intention of the Parties to be bound by the limitation on damages and remedies set forth in this Section 7G, and the Parties hereby release any and all claims against each other for monetary damages or other legal or equitable~relief related to any breach of this Agreement, whether or not any such released claims were known to either of the Parties as of the date of this Agreement. The Parties each waive the benefits of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect with regard to the limitations on damages and remedies and waivers of any such damage and remedies contained in this Section 7G. Wakeland Housing & Development Cc 3 _ 2II Page 9 H. Indemnity. Developer shall indemnify, protect, defend and hold harmless Agency, its elected officials, employees and agents from and against any and all challenges to this Agreement, or any and all losses, liabilities, damages, claims or costs (including attorneys' fees) arising from Developer's negligent acts, errors, or omissions with respect iTs obligations hereunder or the Property, excluding any such losses arising from the sole negligence or sole willful misconduct of Agency or the conduct of third parties outside the control of the Developer. This indemnity obligation shall survive the termination of this Agreement. Notwithstanding the foregoing, in the event of a third party challenge to the validity of this Agreement, Developer shall have the option to terminate this Agreement in lieu of its indemnity obligation. Time is of the Essence. Time is of the essence for each of Developer's obligations under this Agreement. [NEXT PAGE IS SIGNATURE PAGE] Wakeland Housing & Devefopmen 3 - 29 Page 10 Signature Page To Exclusive Negotiating Agreement IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above, thereby indicating the consent of their principals. CHULA VISTA REDEVELOPMENT CORPORATION By: Stephen C. Padilla Chair APPROVED AS TO FORM: By: Ann Moore General Counsel Date: ATTEST: Susan Bigelow City Clerk WAKELAND HOUSING & DEVELOPMENT CORPORATION A California Non-Profit Corporation BY~ ~~f~ Kenneth L Sauder President and CEO Date: 0 - C l ' V Wakeland Housing & Development C 3 - 30 Page 11 EXHIBIT A LOCATION MAP 1501 Broadway 3-31 EXHIBIT "B" Exclusive Negotiating Agreement TimelinelBudget • ~ • ~ . . Completed Within 90 Days of ENA Execution $25,000 ALTA Survey Developer to obtain a ALTA Survey on the subject Property Site Feasibility Study Developer to perform a Site Feasibility Study on the subject Property Soils Report Developer to obtain a Soils Report on the subject Property Phase I Developer to obtain a Phase I Environmental on the subject Property _ Environmental Phase II Developer to obtain a Phase II Environmental on the subject Property (iE necessary) Environmental (if necessary) Preliminary Civil Developer to perform a Preliminary Civil Engineering Analysis on the subject Engineering Analysis Property Site Adequacy Developer shall provide written determination of whether the subject Property is physically suitable for development taking into account regulatory and environmental conditions that are deemed relevant Public Workshop #1 Developer to conduct apre-design workshop to gather input from the public and stakeholders on the design parameters and framework for the subject Property Completed Within 150 Days of ENA Execution $25,000 Entitlement Developer to submit applications for Initial Study and Rezone Applications Project Description, Developer to submit project description, preliminary site plans and elevations Site Plans and hosed on pre-design review with staff and public input received at Public Elevations Workshop #7 Zoning Amendment City shall initiate an amendment to the zoning on the site to allow an all residential, multi-family development Environmental City shall initiate the environmental review of the project Review Project Development Developer to submit projected timeline and schedule for the construction of the Schedule proposed development Housing Advisory Developer to present project proposal to the Housing Advisory Commission Commission ` Agency Funding Developer to submit application for Agency funding on the subject property Application Agency Funding Agency to decide on funding commitment for project (need 30 days between application and Agency meeting) Exhibit B - Wakeland Housing & C Page 1 -32 . . Within 180 Days of ENA Execution Workshop 82 Developer to Workshop to present proposed development Within 210 Days of ENA Execution $50,000 Final Site Plans and Developer to Final site plans and elevations Elevations Final Pro Forma Developer to submit final pro forma based on revised site plans and elevations Funding Partners and Developer to Identification of lenders and financing commitment Structure Environmental City to issue environmental and zoning approvals Review Within 240 Days of ENA Execution CVRC Presentation Developer to present development proposal and Affordable Housing Agreement for review and consideration. CVRC adopts advisory recommendations for Agency and/or Council consideration. Redevelopment Developer to present development proposal to Agency for final review and Agency consideration. Within 300 Days of ENA Execution $100,000 Funding Application Developer to prepare and submit outside funding applications Project Design Developer to complete construction drawings based on pre-design review with staff and public input received at Public Workshops Exhibit B - Wakeland Housing & De 3 - 33 l age 2 CVRC RESOLUTION NO.2006- RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION RECOMMENDING [A] APPROVAL OF A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE DEVELOPMENT OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR SAID PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION WHEREAS, California Health and Safety Code Sections 33334.2 and 33334.6 authorize and direct the Redevelopment Agency of the City of Chula Vista (the "Agency") to expend a certain percentage of all taxes which are allocated to the Agency pursuant to Section 33670 for the purposes of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low- and moderate-income, lower income, and very low income; and WHEREAS, pursuant to applicable law the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"); and WHEREAS, pursuant to Health and Safety Code Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low or moderate income, to the extent those households cannot obtain housing at affordable costs on the open mazket, and to provide financial assistance for the construction and rehabilitation of housing which will be made available at an affordable housing cost to such persons; and WHEREAS, pursuant to Section 33413(b), the Agency is required to ensure that at least 15 percent of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of the Agency by private or public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income; and WHEREAS, Wakeland Housing and Development Corporation ("Developer") proposes to construct an affordable rental housing development targeting predominately extremely low and very low households at 50 percent or less of the Area Median Income (AMI) to be located at 1501 Broadway within the Merged Chula Vista Project Area ("Project"); and WHEREAS, in order to carry out and implement the Redevelopment Plan for the Agency's redevelopment projects and the affordable housing requirements and goals thereof, the 3-34 CVRC Resolution 2006- Page 2 Agency and City propose to enter into an Agency Predevelopment Loan Agreement (the "Predevelopment Loan Agreement") with the Developer, pursuant to which the Agency would make a predevelopment loan to the Developer (the "Predevelopment Loan"), and the Developer would agree to develop the Project for occupancy of all apartment units in the Project to very low and lower income households and rent those units at an affordable housing cost; and WHEREAS, the Agency Predevelopment Loan Agreement will leverage the investment of the Agency and City by requiring the Developer to obtain additional financing for the construction and operation of the Project through such resources as "9% Tax Credits" to be generated by the Project; and WHEREAS, the Project is located within the Agency's Merged Chula Vista Redevelopment Project Area and development and operation of the Project pursuant to the Agency Agreement would benefit the Agency's redevelopment project areas by providing affordable housing for persons who currently live and work within those redevelopment project areas; and WHEREAS, the Agency has adopted an Implementation Plan pursuant to Health and Safety Code Section 33490, which sets forth the objective of providing housing to satisfy the needs and desires of various age, income and ethnic groups of the community, and which specifically provides for the new constmction of rental housing units through Agency assistance; and WHEREAS, the Agency Agreement furthers the goals of the Agency to facilitate the creation of affordable housing which will serve the residents of the neighborhood and the City as set forth in the Implementation Plan; and WHEREAS, the Agency have duly considered all terms and conditions of the proposed Predevelopment Loan Agreement and believes that this Agreement is in the best interests of the Agency and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements; NOW, THEREFORE, THE CHULA VISTA REDEVELOPMENT CORPORATION DOES RESOLVE AS FOLLOWS: Section 1. The Chula Vista Redevelopment Corporation hereby finds that the use of funds from the Agency's Low and Moderate Income Housing Fund pursuant to the Predevelopment Loan Agreement, to facilitate the development and operation of real property will be of benefit to the Agency's redevelopment project areas for the reasons set forth above. Section 2. The Chula Vista Redevelopment Corporation hereby recommends the [A] approval of the Agency Predevelopment Loan Agreement in substantially the form presented to the Agency, subject to such revisions as may be made by the Agency Executive Director/City Manager or his designee subject to the review and approval of the Agency/City Attorney, with Wakeland Housing and Development Corporation for the development of an affordable rental housing development located at 1501 Broadway and; [B] appropriation of $200,000 from the 3-35 CVRC Resolution 2006- Page 3 unappropriated balance in the Low And Moderate Income Housing Fund for said Predevelopment Loan to Wakeland. PRESENTED BY Dana M. Smith Secretary APPROVED AS TO FORM BY Ann Moore General Counsel Lhines (J:\COMMDEV\CVRC\CVRC Meetings\Stafr Reports\2006\06-22-06\Wakeland\CVRC Reso Wakeland Loan 2006.06.22.doc) 3-36 PREDEVELOPMENT LOAN AGREEMENT THIS PREDEVELOPMENT LOAN AGREEMENT (the "Agreement") is entered into as of August 10, ?006, by and between the'REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body, corporate and politic (the "Agency"), and WAKELAND HOUSING AND DEVELOPMENT CORPORATION, a Califomia nonprofit public benefit corporation ("Developer"). RECITALS The following recitals are a substantive part of this agreement: A. Agency is a public body, corporate and politic, exercising govemmenta] functions and powers and organized and existing under the Community Redevelopment Law of-the State of Califomia (Health and Safety Code Section 33000, et seg.). City is a municipal corporation, organized and existing under the laws of the State of California. Agency and City are authorized to enter into binding agreements for the purpose of protecting public health, safety, and welfaze. B. Agency has available funds from the Agency's Low and Moderate-Income Housing Fund which can be used for the purposes of funding the obligations of the Agency under this Agreement in accordance with the Community Redevelopment Law of the State of California. C. Developer proposes to construct multifamily apartment units, affordable to extremely low and very low families at or below 50 percent of the Area Median Income ("AMI") (the "Project") on a certain parcel of land identified as 1501 Broadway in the City of Chula Vista (the "Site"). D. Pursuant to Health and Safety Code Section 33413(b), the Agency is required to ensure that at least I S percent of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of the Agency by private or public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income. E. Pursuant to Health and Safety Code Section 33334.4, Agency's expenditure of Housing Funds must be in proportion to the community's need for very (ow and low income housing and housing for its population under the age of 65, as specified within the City's Housing Element F. The Project is located within the Agency's Merged Chula Vista Redevelopment Project Area and development and operation of the Project would benefit the Agency's redevelopment project azeas by providing affordable housing for persons who currently live and work within those redevelopment project azeas. Wakeland Predevelopment Loan A~reeme 3 - 37 Page 1 G. The Project achieves several of the City's Comprehensive Housing Plan Objectives, which are expressly noted in the Housing Element as priorities for the City. The objectives this Project serves are: (I) Pursue housing opportunities for lower income households, with attention to those who have special needs, such as extremely low and very low income households. (?) The provision of adequate rental housing opportunities and assistance to households with (ow and very low incomes. (3) The provision of incentives for the construction of low income housing. H. The Agency and the Developer have entered into an Exclusive Negotiating Agreement, dated as of June 22, 2006 (the "ENA"). The ENA provides for the Developer and the Agency to negotiate towazds a mutually acceptable Development and Loan Agreement for the purpose of developing the Project. I. Through the development and operation of the Project, Agency and Borrower desire to provide extremely low, very low, lower income households with affordable housing opportunities within the City in accordance with the Community Redevelopment Law, the Agency's redevelopment plans, and the Housing Element of the City General Plan. In order to accomplish this goal, the Agency desires to make a loan from its Low and Moderate Income Housing Fund to Developer for those costs associated with predevelopment expenses which are to be incurred during the parties' negotiation of a Development and Loan Agreement for the Project, subject to certain conditions designed to assure the implementation of the Project in accordance with the redevelopment plans, the General Plan, state and federal law, and as otherwise provided herein. 7. The Agency's making of the Agency Loan to the Developer is in the vital and best interest of the City and the health, safety, and welfaze of its residents, and in accord with public purposes and provisions of applicable sate and local laws. NOW, THEREFORE, the Agency and the Developer hereby agree as follows; 1. Predevelopment Loan. Subject to Developer's performance of all of the terms, covenants and conditions which are set forth herein, the Agency hereby agrees to loan to the Developer, and the Developer agrees to bon•ow from the Agency, the sum of Two Hundred Thousand Dollazs ($ 200,000) (the "Predevelopment Loan"). No interest shall accrue upon the Predevelopment Loan. 2. Disbursement of Predevelopment Loan. The proceeds of the Predevelopment Loan shall be disbursed only to pay for actual and reasonable costs related to the preparation of plans, studies and reports for the Development as more particulazly described in Exhibit "A" attached hereto. Agency's obligation to continence disbursement of the Predevelopment Loan proceeds is subject to the fulfillment or waiver by Agency of each and all of the conditions precedent (a) through (f) inclusive, described below ("Conditions Precedent") which aze solely for the benefit Wal;eland Predevelopment Loan Agrec Page 2 3-38 of Agency, any of which may be waived by the Agency's Executive Director in his or her sole and absolute discretion: 2a. Execution of Documents. Developer shall have executed and delivered to the Agency the Assignment of Plans, substantially in the form attached hereto as Exhibit "B" and incorporated herein, the consent to the Assignment of Plans of each person or entity for which payment is sought, and any other documents required hereunder shall be executed prior to any commencement of work by the subcontractor and disbursement of any loan funds. 26. Contract. Developer shall have provided to the Agency a signed copy of each contract between the Developer and each provider of predevelopment services to be funded hereunder, certified by the developer to be true and correct copies thereof. 2c. No default. Developer shall not be in default in any of its obligations under the terms of this Agreement or the ENA. All covenants of Developer which aze required hereunder or in the ENA to be performed prior to the disbursement of the Predevelopment Loan shall have been performed by such date. 2d. Application for Payment. The Developer shall have submitted a request for payment to the Agency (the "Application for Disbursement"), at least ten (10) business days prior to the requested disbursement. The Application for Disbursement shall be completed and certified to be accurate by the Developer. The Application for Disbursement shall specifically identify the nature of each expense, and shall identify the status of completion of such item of work. Each application for Disbursement shall be accompanied by copies of paid invoices or the original invoices, if to be paid directly by the Agency, from contractors and subcontractors and any other information and documents reasonably requested by the Agency. 2e. Frequency. Agency shall not be obligated to make. disbursements more frequently than twice per month. 2f. Use of Disbursements. Developer shall use or apply all Predevelopment Loan disbursements solely for the purposes described in the Application for Disbursement pursuant to which the disbursement was made, and in accordance with all of the requirements of this Agreement. 3. Repayment of Predevelopment Loan. Should Developer and the Agency approve and execute a Development and Loan Agreement within the Negotiating Period as set forth in the ENA, such Agreement shall set forth the manner and provide for the Developer's repayment of the amount of the Predevelopment Loan disbursed hereunder,. If the Development and Loan Agreement is not approved or executed within the Negotiating Period as set forth in the ENA, the Predevelopment Loan shall be immediately due and payable from any and all assets and resources legally available to the developer. Additionally, Developer shall assign to the Agency any and all of the Developer's rights in and to the plans, studies, and analyses which aze funded through the Predevelopment Loan. In order to secure the Developer's obligation hereunder, the developer agrees to execute the Assignment of Plans. Walteland Predevelopment Loan Agree 3 - 39 Page 3 4. Insurance. Developer must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Developer, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement or work. The insurance must be maintained for the duration of the contract. a. Minimum Scope of Insurance. Coverage must be at least as broad as: i. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001) ii. Insurance Services Office Form Ntunber CA 0001 covering Automobile Liability, codel (any auto). iii. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. b. Minimum Limits of Insurance. Developer must maintain limits no less than: General Liability: $1,000,000 per occurrence for bodily injury, personal injury and (Including operations, property damage. If Commercial General Liability insurance products and with a general aggregate limit is used, either the general completed operations, aggregate limit must apply separately to this projecUlocation or as applicable.) the general aggregate limit must be twice the required occurrence limit. ii. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii. Workers' Compensation Employer's Liability: Statutory ' $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Developer will provide a financial guazantee satisfactory to the City guazanteeing payment of losses and related investigations, claim administration, and defense expenses. d. Other Insurance Provisions. The general liability, automobile liability, and where appropriate, the worker's compensation policies aze to contain, or be endorsed to contain, the following provisions: i. The City of Chula Trsta, its officers, offcials, employees, agents, and voluateers nre to be mm~ed as additional insureds witk respect to liability arising out of mttotnobiles owned, leased, hired or borrowed by or on behalf of Wakeland Predevelopment Loan Agreen 3 - 40 Page 4 the Developer, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Developer including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additior:al insured covernge nurst be provided in tke form of an endorsearent to t/re Developer's insrrrm:ce usi-rg ISO CG 2010 (11/85) or its egaivafent. Specrfrcally, t/re endorsement trust not exclude Prodrtcts/Co»rpleted Operatiot:s coverage. ii. The Developer's i-rsnrance covernge mast be primary insrrrnnce as it pertaitrs to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly sepazate from the insurance of the Developer and in no way relieves the Developer from its responsibility to provide insurance. iii. Each insurance policy required by this clause must be endorsed to state that coverage will t:ot be canceled by eitker party, except after flrirry (30) days' prior tvrittet: t:otice to t/re Ciry by certified mail, return receipt, requested. iv. Coverage skall not extend to any indenniry coverage for the active tregliget:ce of the ndditiotral it:sttred in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. v. Developer's insurer will provide a Waiver ojSrtbrogatiorr in favor of the City for each required policy providing coverage during the life of this contract. e. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be fisted on the State of Califomia List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. f. Verification of Coverage. Developer shall famish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. g. Subcontractors. Developer must include all subcontractors as insureds under its policies or furnish sepazate certificates and endorsements for each subcontractor. All Wakeland Predevelopment Loan A~reem 3 - 41 Page 5 coverage for subcontractors aze subject to all of the requirements included in these specifications. 5. Indemnification and Hold Harmless. Developer shall indemnify, hold harmless, protect, and defend, with attomey(s) reasonably acceptable to the Agency, the Agency and its officers, elected and appointed boards and officials, employees, representatives and agents, from and against any and all liability, damages, costs, losses, claims and expenses, suits, actions, proceedings and judgments, including without limitation, reasonable attorney fees and court costs„ however caused, resulting directly or indirectly from or connected with the Development, the Site and/or the approval of or the performance under this Agreement alleged by third parties to be the result of or related to errors, omissions, or misconduct by Developer or its contractors, subcontractors, agents, employees or other persons action on its behalf, except to the extent caused by the sole negligence or sole willful misconduct of the Agency, or its officers, boards, officials, employees representative or agents. - This indemnity obligation shall survive the termination of this Agreement. Notwithstanding the foregoing, in the event of a third party challenge to the validity of this Agreement, Developer shall have the option to terminate this Agreement in lieu of its indemnity obligation. 6. Compliance with Laws. The Developer for itself and its obligations hereunder in conformity with all applicable laws, including without limitation all provisions of the City Municipal Code, all applicable environmental laws, all state and federal fair housing laws, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 1?101, et seq., Government Code Section 4450, e! seq., Government Code Section I 1135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. 7. Nondiscrimination. Developer for itself and its successors and assigns, agrees that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, rental, transferring, use, occupancy„ tenure, or enjoyment of the Site nor shall the Developer or any person claiming under or through the Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, leases, sublessees, subtenants, contractors or vendess in the Site. 8. Condition of the Site. Developer shall take all necessary precautions to prevent the release into the Site of Hazazdous Materials (as defined below). Such precautions shall include compliance with all Government Requirements (as defined below) with respect to Hazardous Materials. In addition to any and all other indemnities, Developer shall indemnify, defend and hold Agency harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising out of, or based upon (i) the release from the Site, use on the site, generation on the Site, discharge from the Cite, storage on the Site, disposal on or from the Site, or transportation to or from the Site, of any Hazardous Materials during the term of this Agreement, which is caused by the Developer or its officers, employees or agents, or (ii) the Wakeland ?redevelopment Loan An ei ; _ 42 Page 6 violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazazdous materials on, under, in or about, to or from, the Site, which is cause by the Developer or its officers, employees, or agents. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or proceeding, including injunctive, mandamus, equity or action at law, for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. For the purposes of this Agreement, "Governmental Requirements" means all laws, ordinances, statutes, code, rules, regulations, orders, and decrees of the United States, the State of California, San Diego County, the City of Chula Vista, or any other political subdivision in which the Site is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Developer or the Site. For the purposes of this Agreement, "Hazazdous Materials" means any substance, material, or ate which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazazdous waste," "extremely hazazdous waste," or "restricted hazazdous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazazdous Waste Control Law), (ii) defined as a "hazazdous substance" under Section 25316 of the Califomia Health and Safety Code, division 20, chapter 6.8 (Carpenter-Presley- Tanner Hazazdous Substance Account Act), (iii) defined as a "hazazdous material," "hazazdous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazazdous Substances), (v) petroleum, {vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix} listed under Article 9 or defined as "hazazdous" of "extremely hazardous" pursuant to Article 11 of title 22 of the California Code of Regulations, Division 4, (x) designated as "hazazdous substances" pursuant to Section 31 I of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or (xii) defined as "hazazdous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et seq. Notwithstanding the forgoing, "Hazazdous Materials" shall not include such products in quantities as aze customazily use in construction, maintenance, rehabilitation or management of residential` developments or associated buildings and grounds, or typically used in residential activities in a manner typical of other compazable residential developments, or substance commonly ingested by a significant population living within the Development, including without limitation alcohol, aspirin, tobacco and saccharine. 9. Liens and Stop Notices. Developer shall use its best efforts to prevent any lien or stop notice from being place on the Site of the Development or any part thereof. If a claim of a lien or Wakeland Predevelopment Loan Agreet 3 - 43 Page 7 stop notice is given or recorded affecting the Site the Developer shall within thirty (30) days of such recording or service: a. pay and discharge the same; or b. effect the release thereof by recording and delivering to Agency a surety bond in sufficient form and amount, or otherwise; or c. provide Agency with indemnification from a title insurance company reasonably acceptable to the Agency against such lien or other assurance which Agency deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Agency from the effect of Agency from the effect of such lien or bonded stop notice. lo. Developer's Representations and Warranties. Developer represents and warrants to Agency as follows: a. Authority. Developer has full right, power and lawful authority to undertake all obligations as provided herein, and the execution, performance and delivery of this Agreement by Developer has been fully authorize by all requisite actions on the part of the Developer. The parties who have executed this Agreement on behalf of Developer are authorized to bind Developer by signature hereto. b. Litigation. To the best of the Developer's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Developer or any parties affiliated with Developer, at law on in equity before any court or governmental agency, domestic or foreign, which if adversely determined, would materially impair the right or ability of Developer to execute or. perform its obligations under this Agreement or any documents required herby to be executed by Developer, or which would materially adversely affect the financial condition of Developer or any parties affiliated with Developer. c. No Conflict. To the best of the Developer's knowledge, Developer's execution, delivery, and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer or any parties affiliated with Developer is a party or by which it is bound. d. No Bankruptcy. No attachment, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, receivership or other proceedings have been filed or aze pending or threatened against the Developer or any parties affiliated with Developer, nor aze any of such proceedings contemplated by Developer or any parties with Developer. e. Notice of Changed Conditions. Developer shall, upon learning of any fact or condition which would cause any warranties and representations in this Section 10 not to be true in any material respect,.immediately give written notice of such fact or condition Wakeland Predevelopment Loan Agreem 3 - 44 Page 8 to Agency. Such exception(s) to a representation shall not be deemed breach of Developer hereunder, but shall constitute an exception which Agency shall have the right to approve or disapprove. If Agency elects to disburse the Predevelopment Loan to the Developer following disclosure of such information, Developer's representations and warranties contained herein shall be deemed to have been made as of the date of the disbursement of the Predevelopment Loan, subject to such exception(s). If following the disclosure of such information the Developer Fails to cure such matter within the time set forth in Section 11 hereof for the cure of defaults, Agency may elect in its sole and exclusive discretion to terminate this Agreement by written notice to the Developer. 11. Prohibition Against Assignment and Transfer. Agency would not have entered into this Agreement but for Developer's unique qualifications and experience. Therefore, Developer's rights and obligations under this Agreement may not be assigned, whether voluntarily, involuntazily, or by operation of law, without the prior written approval of Agency in its sole discretion. Upon the occurrence of any change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency, prior to the time of such change, the Agency may terminate this Agreement, without liability, by sending written notice of termination to Developer. If Agency exercises said right to terminate, all funds shall be immediately due and payable. 12. Remedies for Default. A failure by either party to perform any action or covenant required by this Agreement, within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other pazty shall not be in Default if such party cures such default within thirty (30) days from receipt of such notice. However, in the event that such Default is of such a nature that it cannot reasonably be cured within thirty (3) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default is such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. 13. Termination. Either party may terminate this Agreement if the other party has materially defaulted in its obligations herein set forth, and the terminating party has provided defaulting party with written notification of such determination, and the defaulting party has refused to cure same as set` forth above. Each party shall also have the right to terminate this Agreement in the event that Agency or Developer determines that (a) the Project is infeasible or not in the public interest; or (b) the parties reach an impasse in their negotiation of the Development and Loan Agreement which cannot be resolved after good faith efforts. Wakeland Predevelopment Loan Ao een 3 - 45 Page 9 14. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute and action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted in the Superior Court of the County of San Diego, State of California located in the City of Chula Vista.. I5. Acceptance of Service of Process. In the event that any legal action is commenced by the Developer against Agency, service of process on Agency shall be made by personal service upon the Secretary or executive Directory of Agency or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against the Developer, service of process shall be made in such a manner as may be provided by law and shall be effective whether served inside or outside California. 16. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreements, the rights and remedies of the parties aze cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party. 17. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to statute and maintain such actions or proceeding which it may deem necessazy to protect, assert or enforce any such rights or remedies. 18. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 19. Attorney's Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the term or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it might be entitled, whether legal or equitable, its actual and reasonable costs and expenses including, without limitation, litigation costs and reasonable attorney's fees. The parties hereto acknowledge and agree that each such party shall beaz its own legal costs incurred in connection with the negotiation, approval, and execution of this Agreement. 20. General Provisions. a. Notices, Demands and Communications Beriveen Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of deliver, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, Wakeland Predevelopment Loan Agreemer 3 - 46 Page 10 addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice: To Agency: Agency's Address for Notice: Redevelopment Agency of the City of Chula Vista Community Development Department Attn: Director of Community Development Copy to: City Attorney 276 Fourth Avenue Chula Vista, CA 91910 Telephone: (619) 691-5047 Fax: (619)476-5310 To Developer: Developer's Address for Notice: Kenneth Sauder Wakeland Housing and Development Corporation 625 Broadway, Ste. 1000 San Diego, CA 92101 Telephone: 619-23 5-2296 Fax: 619-235-5386 Any written notice, demand or communication shall be deemed received immediately upon receipt; provide, however, that refusal to accept delivery aRer reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice shall be effective on the third day from the date of the attempted delivery or deposit in the United States mail. b. Non-Liability of Officials and employees of Agency and City. No member, official, officer or employee of Agency of the City of Chula Vista shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by Agency or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. The City is not a party to this Agreement and shall have no obligations hereunder. c. Counterparts. This Agreement may be signed in multiple counterpazts which, when signed by al] parties, shall constitute a binding agreement. This Agreement is executed in three (3) originals, each of which is deemed to be an original. Wakeland Predevelopment Loan A~reem 3 _ 47 Page I 1 d. Integration. This Agreement, together with the ENA, contains the entire understanding between parties relating to the Predevelopment Loan contemplated by this Agreement. All prior or contemporaneous agreements, understanding, representations and statements, oral or written, related to the Predevelopment Loan aze merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement base solely upon the representation set forth herein and upon each party's own independent investigation of any and all facts such party deems material. e. No Waiver. A waiver by either pazty of a breach of any of the covenants, conditions or agreement under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. f. Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. g. Severability. If any term, provision, condition, covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. h. Legal Advice. Each party represents and warrants to the other the following: they have cazefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other parry, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. i. Time of Cssence. Time is expressly made of the essence with respect to the performance by the parties of each and every obligation and condition of this Agreement. j. Cooperation. Each parry shall cooperate with the other in this transaction and, in that regazd, sign any and all documents which maybe reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. k. Definitions. Any terms used in this Agreement but not sepazately defined herein shall have the meaning given to such terms in the ENA. [NEXT PAGE IS SIGNATURE PAGE] Wakeland Predevelopment Loan Apreem~ 3 - 48 Page 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date specified herein. "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body, corporate and politic By: ATTEST: Agency Secretary APPROVED AS TO FORM: Ann Moore, Agency Attorney "BORROWER" WAKELAND HOUSING & DEVELOPMENT CORPORATION Stephen C. Padilla, Chair a Califo ~ Nonprofit Public Benefit Corporation sy: ~ ~~ Kenneth L. Sauder, President and CEO Wakeland Predevelopment Loan Agreerz 3 - 49 Page 13 E7;~IT "A„ Exclusive Negotiating Agreement Timeline/Budget ~ ~ ~ Completed Within 90 Dnys of ENA Execution $25,000 ALTA Survey Developer to obtain a ALTA Survey on the subject Property Site Feasibility SEUdy Developer to perform a Site Feasibility Study on the subject Property Soils Report Developer to obtain a Soils Report on the subject Property Phase I Environmental Developer to obtain a Phase I Environmental on the subject Property Phase Ii Developer [o obtain a Phase fI Environmental on the subject Property (if necessary) Environmental (if necessary) Preliminary Civil Developer [o perform a Preliminary Civil Engineering Analysis on the subject Property Engineering Analysis Site Adequacy Developer shall provide written determination of whether the subject Property is physically suitable For development taking into account regulatory and environmental conditions that are deemed relevant Public Workshop #I Developer to conduct apre-design workshop to gather input from the public and stakeholders on the design parameters and framework for the subject Property Completed Within 150 Days of ENA Execution $25,000 Entitlement Developer to submit applications for Initial Study and Rezone Applications Project Description, Developer [o submit project description, preliminary site plans and elevations based on Site Plans and pre-design review with staffand public input received at Public Workshop #I Elevations Zoning Amendment City shall initiate an amendment•to the zoning on the site to allow an all residential, multi-family development Environmental City shall initiate [he environmental review of the project Review Project Development Developer [o submit projected timeline and schedule for [he construction of the Schedule proposed development Housing Advisory Developer to present project proposal to the Housing Advisory Commission Commission Agency Funding Developer to submit application for Agency funding on the subject property Application Agency Funding Agency to decide on funding commitment for project (need 30 days between application and agency meeting) Within 180 Da s of ENA Execution Workshop #2 Developer to Workshop to present proposed development Within 210 Deys of ENA Execution $50,000 Final Site Plans and Developer to Final site plans and elevations Elevations Exhibit A - Wakeland Predevelopmen[ Lot 3 - 50 Page 1 Final Pro Forma Developer to submit final pro forma based on revised site plans and elevations Funding Partners and Developer to Identification of lender and financing commitment Structure Environmental Ciry to issue environmental and zoning approvals Review Within 240 Da s of ENA Execution CVRC Presentation Developer to present development proposal and Affordable Housing Agreement for review and consideration. CVRC adopts advisory recommendations For Agency and/or Council consideration. Redevelopment Developer to present development proposal to Agency for final review and Agency consideration. Within 300 Da s o[ ENA Execution 5100,OD0 Funding Application Developer to prepare and submit outside funding applications Project Design Developer to complete construction drawings based on pre•design review with staff and public input received at Public Workshops :~ Exhibit A - Wakeland Predevelopment Lot 3 - 51 Page 2 EXFIIBIT "B" ASSIGNMENT OF PLANS The undersigned, WAKELAND HOUSING AND DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("Developer"), as of this l0a' day of August, 2006, hereby assigns to the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body, corporate and politic ("Agency"), all of its rights, title and interest in and to: 1. All azchitecturnl, design, engineering and development agreements, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively, "Architectural Agreements"); and, 2. All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Plans and Specifications") heretofore or hereafter entered into or prepazed by any azchitect, engineer or other person or entity (collectively "Architect"), for or on behalf of Developer in connection with the development of the multifamily housing project (the "Project") referenced in the Predevelopment Loan Agreement" between Developer and Agency dated as of August 10, 2006. The Plans and Specifications, as of the date hereof, include, but aze not limited to: ALTA Survey, site feasibility study, soils report, environmental reports, preliminazy civil engineering analysis, and those which Developer has heretofore, or with hereafer deliver to Agency. The Architectural Agreements include, but aze not limited to: site plans and azchitectural elevations and those which Developer has heretofore, or will hereafter deliver to Agency. This Assignment of Plans ("Assignment") constitutes a present and absolute assignment to Agency as of the Effective Date; provided, however, Agency conferes upon Developer the right to enforce the terms of the Architectural Agreements and Developer's right to the Plans and Specifications so long as the Predevelopment Loan has not become due and payable. Upon the date that the Predevelopment loan becomes due and payable, the Agency may, in its sole discretion, give notice to Architect of its intent fo enforce the rights of Developer under the Architectural Agreements and of its rights to the Plans and Specifications and may initiate or participate any legal proceedings respecting the enforcement of said rights. Developer acknowledges that by accepting this Assignment, Agency does not assume any of Developer's obligations under the Architectural Agreements or with respect to the Plans and Specifications. Developer represents and warrants to Agency, as of the date hereof, that: (a) all Architectural Agreements entered into by Developer aze in full force and effect and aze enforceable in accordance with their terms and no default , or event which would constitute a default after notice or the passage of time, or both, exists with respect to said Architectural Agreements; (b) all copies of the Architectural Agreements and Plans and Specifications delivered to Agency aze complete and correct; and (c) Developer has not assigned any of its rights under the Architectural Agreements or with respect to the Plans and Specifications. Exhibit B - Wakeland Predevelopment Lo 3 - 52 Page I Developer agrees: (a) to pay and perform all obligations of Developer under the Architectural Agreements; (b) to enforce the payment and performance of all obligations of any other person or entity under the Architectural Agreements; (c) not to modify the existing Architectural Agreements nor to enter into any future Architectural Agreements without Agency's prior written approval, except as otherwise may be permitted in the PredeveIopment Loan Agreement; and (d) not to further assign, for security or any other purpose, its rights under the Architectural Agreements or with respect to the Plans and Specifications without Agency's prior written consent. This Assignment secures payment and performance by Developer of all obligations of Developer under the PredeveIopment Loan Agreement. This Assignment is supplemental by any applicable provisions of the PredeveIopment Loan Agreements and said provisions aze incorporated herein by reference. This Assignment shall be governed by the laws of the State of California, and Developer consents to the jurisdiction of any State Court with the State of California having proper venue for the filling and maintenance of any action arising hereof under and agrees that the prevailing party in any such action shall be entitled, in addition to any other recovery, to reasonable attorney's fees and costs. This Assignment shall be binding upon and inure to the beneftt of the heirs, legal representatives, assigns, and successor's in interest of Developer and Agency. _ The attached Architects/Engineer's consent(s) is/are incorporated by reference. "DEVELOPER" WAKELAND HOUSING & DEVELOPMENT CORPORATION, a California Nonprofit Public Benefit Corporation,/-~~--I/'t~--- Kenneth L. Sauder, President and CEO Date: ~- ~ ~ ^ ~l7 Exhibit B - Wakeland Predevelopmeot Loa 3 - 53 Page 2 Signature Page Continued "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body, corporate and politic By: Stephen C. Padilla, Chair Date: ATTEST: Secretary 3-54 Exhibit B - Wakeland Predevelopment Lt Page 3 RDA RESOLUTION NO. 2006- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING [A] A PREDEVELOPMENT LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND WAKELAND HOUSING AND DEVELOPMENT CORPORATION FOR THE DEVELOPMENT AND OPERATION OF AN AFFORDABLE RENTAL HOUSING DEVELOPMENT TO BE LOCATED AT 1501 BROADWAY IN THE CITY OF CHULA VISTA AND AUTHORIZING THE CHAIRMAN OF THE REDEVELOPMENT AGENCY TO EXECUTE SAID AGREEMENT; AND [B] APPROPRIATION OF $200,000 FROM THE UNAPPROPRIATED BALANCE IN THE LOW AND MODERATE INCOME HOUSING FUND FOR THE PREDEVELOPMENT LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION WHEREAS, California Health and Safety Code Sections 33334.2 and 33334.6 authorize and direct the Redevelopment Agency of the City of Chula Vista (the "Agency") to expend a certain percentage of all taxes which are allocated to the Agency pursuant to Section 33670 for the purposes of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low- and moderate-income, lower income, and very low income; and WHEREAS, pursuant to applicable law the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"); and WHEREAS, pursuant to Health and Safety Code Section 33334.2(e), in can•ying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low or moderate income, to the extent those households cannot obtain housing at affordable costs on the open mazket, and to provide financial assistance for the construction and rehabilitation of housing which will be made available at an affordable housing cost to such persons; and WHEREAS, pursuant to Section 33413(b), the Agency is required to ensure that at least 15 percent of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of the Agency by private or public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income; and WHEREAS, Wakeland Housing and Development Corporation ("Developer") proposes to construct an affordable rental housing development targeting predominately extremely low and very low households at 50 percent or less of the Area Median Income (AMI) to be located at 1501 Broadway within the Merged Chula Vista Project Area ("Project"); and 3-55 RDA Resolution No. 2006- Page 2 WHEREAS, in order to carry out and implement the Redevelopment Plan for the Agency's redevelopment projects and the affordable housing requirements and goals thereof, the Agency and City propose to enter into an Agency Predevelopment Loan Agreement (the "Predevelopment Loan Agreement") with the Developer, pursuant to which the Agency would make a predevelopment loan to the Developer (the "Predevelopment Loan"), and the Developer would agree to develop the Project for occupancy of all apartment units in the Project to very low and lower income households and rent those units at an affordable housing cost; and WHEREAS, the Agency Predevelopment Loan Agreement will leverage the investment of the Agency and City by requiring the Developer to obtain additional financing for the construction and operation of the Project through such resources as "9% Tax Credits" to be generated by the Project; and WHEREAS, the Project is located within the Agency's Merged Chula Vista Redevelopment Project Area and development and operation of the Project pursuant to the Agency Agreement would benefit the Agency's redevelopment project areas by providing affordable housing for persons who currently live and work within those redevelopment project areas; and WHEREAS, the Agency has adopted an Implementation Plan pursuant to Health and Safety Code Section 33490, which sets forth the objective of providing housing to satisfy the needs and desires of various age, income and ethnic groups of the community, and which specifically provides for the rehabilitation of rental housing units through Agency assistance; and WHEREAS, the Agency Agreement furthers the goals of the Agency to facilitate the creation of affordable housing which will serve the residents of the neighborhood and the City as set forth in the Implementation Plan; and WHEREAS, the Agency have duly considered all terms and conditions of the proposed Agency Loan Agreement and believes that this Loan Agreement is in the best interests of the Agency and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements; NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA DOES RESOLVE AS FOLLOWS: Section I. The Agency hereby finds that the use of funds from the Agency's Low and Moderate Income Housing Fund pursuant to the Predevelopment Loan Agreement, to facilitate the development and operation of real property will be of benefit to the Agency's redevelopment project areas for the reasons set forth above. Section 2. The Agency hereby approves [A] A Predevelopment Loan Agreement in substantially the form presented to the Agency, subject to such revisions as may be made by the Agency Executive Director/City Manager or his designee subject to the review and approval of the Agency/City Attorney, with Wakeland Housing and Development Corporation for the 3-56 RDA Resolution No. 2006- Page 3 development of an affordable rental housing development located at 1501 Broadway and; [B] appropriation of $200,000 from the unappropriated balance in the Low And Moderate Income Housing Fund for said Predevelopment Loan to Wakeland. PRESENTED BY Ann Hix Assistant Director of Community Development APPROVED AS TO FORM BY Ann Moore Agency Attorney 3-57 Exclusive Negotiating Agreement Pred'eveloprnent Loan Wakeland Housing & Development Corp. 1501 Broadway Tower Lodge Motel Site CV RC ..z °'°"'`' August 10, 2006 For Consideration • Exclusive Negotiating Agreement for potential development of an affordable housing project • Recommendation to RDA for Predevelopment Loan to conduct analysis necessary for feasibility Tower Lodge Motel Site Developer Qualifications • Corporate profile • Development experience • Financial capacity • Willingness to partner with City ~ ~ '4..L •.R 4A7 ". ~~yv E, .~ wa F'+" -t/'~{Ej',Y~~3~.F4+z 7; P!4 iti'{A l~i~~'.~ ~~^:A ~4+~i£S.~V ~vT sil~t.,~b~}-'"~if4L?~~1 (k~ J.~~ ~ ~~: t(V iil,`; 3 Beyer Courtyards San Ysldro • New construction development of 60 units, primarilytargeting very low and low income households. 1 ~1[~11F'I~S P~aGe Downtown SanDlego _I • New structures, plus a rehabilitated historic 2 story building • 74 units, 1, 2 8T 3 bedroom units 4 • 2 and 3 bedroom rental units. ~:;, Development Proposal • Affordable rental housing for primarily very low income families ($449- $610/mo.) • Project would meet the Redevelopment Agency's funding (20% set-aside) & low income housing requirements ,; ~'Exelusive Negotiating Agreement • Purpose - Formalize relationship - Define roles and responsibilities - Public input and participation - Project design - Project feasibility s Timeframe • 300-day period - Milestones • Public participation workshops • Predevelopment activities • Rezone to allow all residential in Mixed Use designation • Review of Development Agreement/OPA by CVRC • Consideration of Development Agreement/OPA by Agency - Agency subsidy would be needed ~~ °~" ~, Predeve[opment Activities • Rezone to implement new Mixed Use Residential (MUR) designation in the General Plan • All "residential" needs to be found consistent for the area • Site Feasibility Studies (environmental, engineering, etc.) • Public Participation 6 Predeve[opment Loan • $200,000, no interest • Due 8T payable if no Development Agreement is negotiated - If Agreement is reached, payment is to be included within the Agreement • To be used for soft costs related to feasibility analysis • Anticipated financing gap to be considered in the future Goals • Remove a current blighting "°° influence. p • Assist in Agency's satisfaction of """' State requirements to rovide and expend funds on affordable housing °' for very low income households. ~~ Staff Recommendations CVRC Adopt resolutions related to a potential residential rental project located at 1501 Broadway: a. Approving an ENA between the CVRC and Wakeland Housing & Development Corporation b. Recommending approval of a $200,000 predevelopment loan Developer Introduction ~t~~`~ 1~A1~ELi1I -- n~°w=, w avn~ v~~rk rc>n Fur,nn ~iCat:f+ ~y xa'zu"Gu`r~Yt ~` ~.~f3;Ci "..i':rtq 8 x~ 'Beyer Courtyards San rsdro • New construction development of 60 units, primarily targeting very low and low income households. :, ~ Lt~~taC1`$ PIaCe Downtown SanD;ego • New structures, plus a rehabilitated historic 2 story building • 74 uniu, 1, 2 8i 3 bedroom uniu 9 • 2 and 3 bedroom rental units. _- azi ~;. ~c i~x sr ~..,~~s '++t-te ,:__._.. Asa` s"ae ~L°tr~'rta~ ~u^~~tr~ra~ fU;;rc.GP~-;rar<F Questions/Comments 10 CVRC Board Staff Report -Page 1 Item No. 4 DATE: August 10, 2006 TO: CVRC Board of Directors / VIA: Jim Thomson, Interim Chief Executive Officer ,,~~ FROM: Eric Crockett, Redevelopment Manager Ann Hix, Acting Director of Community Development SUBJECT: First Amendments to Exclusive Negotiating Agreements with CityMark Development LLC Project Areas: Merged BayfronUTown Centre I Project Area: Town Centre I Merged Chula Vista Project Area: Added Area Agreement(s): Exclusive Negotiating Agreements (ENAs) Developers: CityMark Development LLC Project Sites: Landis Avenue South (between Davidson and F Streets) Third Avenue & E Street Northeast Corner Project Types: Residential /Mixed-use Residential Project Descriptions: To Be Determined BACKGROUND: On May 11, 2006, the Chula Vista Redevelopment Corporation approved a series of new and amended Exclusive Negotiating Agreements (ENAs) with various qualified developers for subject sites located in the Third Avenue Village area and the City's former Corporation Yard at F Street and Woodlawn Avenue. Consideration that evening of two ENA amendments for CityMark Development LLC was postponed to allow additional time for staff research of procedural requirements for Board action on the amendments. Staff has completed its research and is bringing forward First Amendments to ENAs with CityMark Development LLC for sites located along the downtown Third Avenue business corridor (see Attachment "A" for maps). The two ENAs with CityMark were initially approved on July 26, 2005 for an initial negotiation period of 300 days, ending on May 23, 2006. On May 22, 2006, in accordance with Section 2.B of the ENAs, the Executive Director of the Redevelopment Agency provided a written, administrative extension of the ENAs for 90 days, ending on 4-I Staff Report -Item No. 4 August 10, 2006 Page 2 August 20, 2006. The proposed First Amendments to the ENAs will extend the initial negotiation period of the Agreements for an additional 210 days and revise the ENA timeline of predevelopment activities (Attachment "B") to align with the pending consideration of the Urban Core Specific Plan. RECOMMENDATION: Staff recommends that the Board of Directors of the Chula Vista Redevelopment Corporation: a) Adopt the resolution approving and authorizing the Chair to execute a First Amendment to the Exclusive Negotiating Agreement with CityMark Development LLC for the Landis Avenue South site located between F and Davidson Streets. b) Adopt the resolution approving and authorizing the Chair to execute a First Amendment to the Exclusive Negotiating Agreement with CityMark Development LLC for the site located on the northeast corner of Third Avenue and E Street. DISCUSSION: The recent General Plan Update (adopted on December 13, 2005) and proposed Urban Core Specific Plan ("UCSP"), if approved, will establish the regulatory planning framework for future development in the City's Urban Core, including the two project sites described in this report. The ENA timelines for these sites should therefore be consistent with the anticipated consideration of the UCSP. The proposed First Amendments to the two CityMark ENAs would provide that consistency and allow ongoing discussions between the City and CityMark to continue as the UCSP proceeds. The First Amendments would: • Extend the negotiation period of the CityMark ENAs for an additional 210 days; and Revise the ENA timeline of milestone activities and predevelopment tasks to be in alignment with the adoption of the Urban Core Specific Plan (Attachment "B"). Developer Profile CityMark Development LLC is an urban residential and mixed-use development company based in San Diego and founded in 2000. i ~ CityMark primarily develops low-rise and mid-rise residential projects, including condominiums and mixed-use developments incorporating retail and office space. Their portfolio and business plan include a wide range of housing types, including lofts, town homes, flats, and live/work residences. Notable CityMark projects in the San Diego region include: 4-2 Staff Report -Item No. 4 August 10, 2006 Page 3 ~ CityMark at Cortez Hill. 16 two- and three-bedroom townhouse units in the Cortez Hill District of the City of San Diego near the newly renovated EI Cortez Hotel. b Doma. 121-unit mixed-use development in Little Italy consisting of 66 eight-story lofts, 40 four-story townhouses, and 15 four-story flats with almost 60 distinct floor plans. ~ Paseo. 18 townhouses and live/work residences in the historic downtown district of the City of La Mesa. b M2i. Seven-story, 230-unit condominium project in the Ballpark District of the City of San Diego consisting of townhouses, flats, and live/work units. b Farenheit. Seven-story, 77-unit loft project in the Ballpark District of the City of San Diego that will incorporate ground floor "shopkeeper" units. b Egyptian. Seven-story, 80-unit mixed-use project in the Hillcrest area of the City of San Diego. For a more complete profile of the developer and development sites, please refer to Attachments "C" and "D" of this report. ATTACHMENTS: A. Maps of Proposal Sites B. Revised ENA Timeline C. Profile -Landis Avenue South/CityMark D. Profile -Third Avenue & E Street Northeast/CityMark E. Disclosure Statement PREPARED BY: Ken Lee, Principal Community Development Specialist 4-3 ATTACHMENT "A" e ~~,oR+ ..,. a o.ozs o.os a.i o.is o2 Miles Merged Bayfront /Town Centre I ® Project Area Merged Chula Vista Project Area 1. 3rd & E Northeast Corner /CityMark Development 2. 3rd & E Southeast Corner / Avion Development 3. Church & Davidson West /Douglas Wilson 4. Landis South /CityMark Development 5. Church & Madrona Northwest /Public 6. 3rd & G Northwest /Intergulf-Mar (Park) Group 7. E Street Transit Village / Lennar-Intergulf..__ _ 4-4 ATTACHMENT "A" c om /4nt ~N,pP t: 0 0 025 0.05 0.1 0.15 0.2 Miles Merged Bayfront /Town Centre I Project Area ~C, rN~ Merged Chula Vista ~1 Project Area Landis Avenue South CityMark Development 4-5 ATTACHMENT "A" ~~ ~ o~ 6~ 04 !, C 0 0.025 0.05 0.1 0.75 0.2 Miles Merged Bayfront /Town Centre I ® Project Area Merged Chula Vista Project Area ® 3rd Avenue & E Street -Northeast Corner CityMark Development 4-6 ATTACHMENT "B" Revised Exclusive Negotiating Agreement Timeline • ri • Within 30 Days of ENA Execution Title Report Agency to issue a Preliminary Title Report on the subject Property to the Developer. Within 60 Days of ENA Execution Public Workshop #1 Pre-design workshop to gather input from the public and stakeholders on the design parameters and framework for the subject Property. Within 90 Days of ENA Execution Market Study Forecast of regional and local real estate market conditions and anticipated performance of proposed product types. Within 30 Days of UCSP Adoption Site Plans and Elevations Based on pre-design review with staff and public input received at Public Workshop #1, submit preliminary site plans and elevations. Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the proposed development. Project Development Schedule Projected timeline and schedule for the construction of the proposed development. Site Adequacy Developer shall provide written determination of whether the subject Property is physically suitable for development taking into account regulatory and environmental conditions that are deemed relevant. Within 45 Days of UCSP Adoption Workshop #2 Workshop to present proposed development proposals. Within 90 Days of UCSP Adoption Final Site Plans and Elevations Final site plans and elevations. Final Pro Forma Revisions based on revised site plans and elevations. Development Partners and Structure Identification of investment partners. Funding Partners and Structure Identification of lenders and proof of ability to obtain financing. Within 120-135 Days of UCSP Adoption CVRC Presentation Presentation of development proposal and DDA/OPA for review and consideration. CVRC adopts advisory recommendations for Agency and/or Council consideration. Within 135-150 Days of UCSP Adoption Redevelopment Agency /City Council Presentation of development proposal and DDA/OPA to Agency and/or Council for final review and consideration. 4-7 ATTACHMENT C LANDIS AVENUE SOUTH Site Description Located in the heart of Chula Vista's downtown village, the Landis Avenue South site is situated in an ideal location for the creation of residential densities to support and reinvigorate the Third Avenue business district. Development at this location will also present important opportunities to create enhanced linkages and pedestrian access to and from local residences, Third Avenue businesses, neighboring parks, and local community centers. CityMark Development LCC is interested in developing a project on the Landis Avenue South site within the Agency's Town Centre I Redevelopment Project Area. The subject property consists of nine parcels located along the eastern side of Landis Avenue, between Davidson and F Streets (Assessor's Parcel Numbers 568-152-2300 through 568- 152-2700, 568-152-2900, and 568-152-0100 through 568-152-0300), and totals approximately 46,352 square feet in area. Existing Uses & Ownership The site is owned by the City/Agency and is currently used as a metered parking lot. Landis Avenue is a secondary street between E and F Streets that is characterized by a mixture of older and unique residences, many of which have been converted to professional office and multifamily residential uses. The adopted General Plan Update land use designations for the site are Residential High (RH / 18 to 27+ Dwelling Units per Gross Acre) on seven parcels and Retail Commercial (CR) on the remaining two parcels. Current zoning designations for the site are Administrative and Professional Zone (C-O) for eight of the parcels and Central Business Zone (C-B) for the remaining parcel. Surrounding land uses include several medical office buildings and other miscellaneous commercial retail, service, and office uses. UCSP The pending Urban Core Specific Plan currently proposes mixed-use designations within the V-3 Subdistrict that includes the Landis Avenue area. Developer Qualification Process CityMark Development LLC was selected through a Request for Qualifications/Proposals process for the site, and the Redevelopment Agency entered into an ENA with the Developer in July 2005. 4-8 ATTACHMENT C Since that time, the Developer has completed important predevelopment activities and is poised to continue public dialogue and development of the project. Developer Profile, History, and Qualifications CityMark Development LLC is an urban residential and mixed-use development company based in San Diego and founded in 2000. CityMark primarily develops low-rise and mid-rise residential projects, including condominiums and mixed-use developments incorporating retail and office space. CityMark's portfolio and business plan include lofts, town homes, flats, and live/work residences ranging in pricing from the $200,000's to $800,000's. Notable completed CityMark projects in the San Diego region include: ^ CitvMark at Cortez Hill. 16 two- and three-bedroom townhouse units in the Cortez Hill District of the City of San Diego near the newly renovated EI Cortez Hotel. ^ Doma. 121-unit mixed-use development in Little Italy consisting of 66 eight-story lofts, 40 four-story townhouses, and 15 four-story flats with almost 60 distinct floor plans. ^ Paseo. 18 townhouses and live/work residences in the historic downtown district of the City of La Mesa. Notable current CityMark projects in the San Diego region include: ^ M2i. Seven-story, 230-unit condominium project in the Ballpark District of the City of San Diego consisting of townhouses, flats, and live/work units. ^ Farenheit. Seven-story, 77-unit loft project in the Ballpark District of the City of San Diego that will incorporate ground floor "shopkeeper' units. ^ Egvotian. Seven-story, 80-unit mixed-use project in the Hillcrest area of the City of San Diego. CityMark's Cortez Hill and Doma projects were the recipients of multiple awards at the 2002 and 2003 San Diego Building Industry Association's Sales, Advertising, and Merchandising Awards, including Best Attached Housing Project Award. CVRC-Developer Partnership In addition to their experience and depth as an urban residential developer in San Diego County, CityMark is composed of a small and very close development team that has emphasized their desire and commitment to creating close partnerships with staff, the CVRC, and the community to create product types and designs that complement the character and charm of Chula Vista's downtown village. CityMark's commitment to local partnerships was a key factor in their selection during the RFQ/P interview process. 4-9 ATTACHMENT D THIRD AVENUE & E STREET NORTHEAST General Location Description The intersection of Third Avenue and E Street is a key gateway entrance into Chula Vista's downtown Third Avenue business district and "the Village" vision area of the Urban Core Specific Plan. E Street is a major east-west transportation corridor of the City between the I-5 and I-805 Freeways. Development of this intersection would provide critical new opportunities to facilitate redevelopment of the Urban Core, attract and encourage private investment along Third Avenue, and enhance the western entrance to the Third Avenue business district from a physical, aesthetic, and economic standpoint. CityMark Development LCC is interested in developing a project on the northeast corner of Third Avenue and E Street within the Agency's Added Area of the Merged Chula Vista Redevelopment Project Area. The subject property is located at 295 E Street (Assessor's Parcel Number 566-240-3000) and totals approximately 52,906 square feet in area. Existing Uses & Ownership The site is currently used as a leased Bank of America facility and parking lot. Title of the property is currently held in trust. The approved General Plan Update land use and zoning designations for the site are Retail Commercial (CR) and Central Commercial Zone (C-C), respectively. Surrounding land uses include miscellaneous commercial retail, service, and office uses of the downtown vi I lage. UCSP The pending Urban Core Specific Plan proposes mixed-use designations within the V-3 Subdistrict that includes the intersection of Third Avenue and E Street. Developer Qualification & Owner Participation Process On July 12, 2004, the Community Development Department received a "Statement of Interest" from CityMark Development LLC about opportunities for redevelopment projects in Chula Vista, including opportunities on the subject site. Upon qualification of CityMark to develop the site, the Redevelopment Agency entered into an ENA with the Developer in July 2005. Since that time, the Developer has completed important predevelopment activities and is poised to continue public dialogue and development of the project. 4-10 ATTACHMENT D Developer Profile, History, and Qualifications CityMark Development LLC is an urban residential and mixed-use development company based in San Diego and founded in 2000. CityMark primarily develops low-rise and mid-rise residential projects, including condominiums and mixed-use developments incorporating retail and office space. CityMark's portfolio and business plan include lofts, town homes, flats, and live/work residences ranging in pricing from the $200,000's to $800,000's. Notable completed CityMark projects in the San Diego region include: ^ CityMark at Cortez Hill. 16 two- and three-bedroom townhouse units in the Cortez Hill District of the City of San Diego near the newly renovated EI Cortez Hotel. ^ Doma. 121-unit mixed-use development in Little Italy consisting of 66 eight-story lofts, 40 four-story townhouses, and 15 four-story flats with almost 60 distinct floor plans. ^ Paseo. 18 townhouses and live/work residences in the historic downtown district of the City of La Mesa. Notable current CityMark projects in the San Diego region include: ^ M2i. Seven-story, 230-unit condominium project in the Ballpark District of the City of San Diego consisting of townhouses, flats, and live/work units. ^ Farenheit. Seven-story, 77-unit loft project in the Ballpark District of the City of San Diego that will incorporate ground floor "shopkeeper" units. ^ Egyptian. Seven-story, 80-unit mixed-use project in the Hillcrest area of the City of San Diego. CityMark's Cortez Hill and Doma projects were the recipients of multiple awards at the 2002 and 2003 San Diego Building Industry Association's Sales, Advertising, and Merchandising Awards, including Best Attached Housing Project Award. CVRC-Developer Partnership In addition to their experience and depth as an urban residential developer in San Diego County, CityMark is composed of a small and very close development team that has emphasized their desire and commitment to creating close partnerships with staff, the CVRC, and the community to create product types and designs that complement the character and charm of Chula Vista's downtown village. 4-11 ATTACHMENT E ~~Il~ ~~ ^-~1 P l a n n i n g cm of CHUTA VISTA & B u i l d i n Planning Division D e p a r t m e n t Development Processing APPLICATION APPENDIX B Disclosure Statement Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and ail other official bodies of the City, a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City of Chula Vista election must be filed. The following information must be disclosed: 1. List the names of all persons having a financial interest in the property that is the subject of the application or the contract, e.g., o1wner,P~ap~plicant, contractor, subcontractor, material supplier. 2. If any person* identified pursuant to (1) above is a corporation or partnership, list the names of all individuals with a $2000 investment in the business (corporation/partnership) entity. z,~k c~ ~>z.,.. -;~~ ,-- - u-,~ ~~'K,~.~a~. 3. If any person* identified pursuant to (1) above is anon-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. >ti ~~ 4. Please identify every person, Including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. Q lek -6 ems..-Ir~~. ~ ~, $rv~r-l-kibrL - Alm tc~ 5. Has any person* associated with this contract had any financial dealings with an official** of the City of Chula Vista as it rel~at~e~s to this contract within the past 12 months. Yes_ No~_ i= -liE- If Yes, briefly describe the nature of the financial interest the official" may have in this contract. 6. Have you made a contribution of more than $250 within the past twelve (12) months to a current member of the Chula Vista City Council? No _Yes 1C If yes, which Council member? S~}e~~ ~~.~~ ll~ - 276 Fourth Avenue ~ Chul2 4- t2 31910 ~ (619) ~1y5 1 ,.. _ G ~ _ ~ •* ATTACHMENT E ~~~ // ~r cm of CHUTA VISTA P i a n n i n g & B u i I d i n g D e p a r t m e n t Planning Division ~ Development Processing APPLICATION APPENDIX B Disclosure Statement -Page 2 7. Have you provided more than $340 (or an item of equivalent value) to an official" of the City of Chula Vista in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes_ No_?~ If Yes, which official*' and what was the nature of item provided? ~3l - 0~ _ ~ ~~~ Signature of Contractor/Applic~~antpp ~~ l'-~~.cn~ V. ~.5t'~- Print or type name of Contractor/Applicant Person is defined as: any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit. Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a board, commission, or committee of the City, employee, or staff members. 276 Fourth Avenue ~ Chula \ 4- 13 910 ~ (619) 691-5101 RESOLUTION NO. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT OF THE LANDIS AVENUE SOUTHEAST SITE WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista ("Agency") to promote economic vitality, create market confidence, encourage environmental health and remediation, create public benefits and amenities, and facilitate the development, reconstruction, and rehabilitation of residential, commercial, industrial, and retail uses; and WHEREAS, the Redevelopment Agency entered into an ENA with CityMark Development LLC ("Developer") on July 26, 2005; and WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June 15, 2005, and became operational on February 23, 2006; and WHEREAS, the Exclusive Negotiating Agreement ("ENA") recognizes that all obligations of the Agency were automatically assigned to the CVRC upon it becoming operational; and WHEREAS, Section 2.A of the ENA outlined an initial negotiation period ("Initial Negotiation Period") between the Agency and Developer of 300 days, ending on May 23, 2006; and WHEREAS, on May 22, 2006, the Executive Director of the Redevelopment Agency, in accordance with Section 2.B of the ENA, provided a 90-day written extension of the ENA to the Developer and, on May 23, 2006, received written concurrence from the Developer of the extension; and WHEREAS, Developer desires to continue to work cooperatively with the CVRC in the development of a project at the southeast site of Landis Avenue and Davidson Street ("Property"), located in the Agency's Town Centre I Redevelopment Project Area; and WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the ENA with Developer for the proposed development site based on Developer's qualifications; and WHEREAS, approval of the First Amendment to the ENA is exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b)(3) of the State CEQA Guidelines; and NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby approve the First Amendment to the Exclusive Negotiating Agreement with Citymark Development LLC for potential development of a real estate project located at Landis Avenue and Davidson Street Southeast and authorizes the Chair to execute said Agreement. 4-14 CVRC Resolution No. Page 2 Presented by: Approved as to form by Ann Hix Ann Moore Acting Community Development Director General Counsel PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation of the City of Chula Vista, this , by the following vote: AYES: Directors: NAYS: Directors: ABSENT: Directors: ABSTAINED: Directors: ATTEST: Dana M. Smith, Secretary STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) Stephen C. Padilla, Chair I, Dana M. Smith, Secretary of the Chula Vista Redevelopment Corporation of the City of Chula Vista, California, do hereby certify that the foregoing CVRC Resolution No. was duly passed, approved, and adopted by the Chula Vista Redevelopment Corporation at a regulaz meeting of the Chula Vista Redevelopment Corporation held on the Executed this Dana M. Smith, Secretazy 4-15 FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT CityMark Development LLC This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT ("First Amendment") is entered into as of August 10, 2006 ("Date of First Amendment") by and between the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("CVRC"), on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic ("RDA") and CITYMARK DEVELOPMENT LLC, a California Limited Liability Company ("Developer"). WHEREAS, on July 26, 2005, the Redevelopment Agency and Developer entered into an Exclusive Negotiating Agreement ("ENA"); and WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15, 2005, and became operational on February 23, 2006; and WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were automatically assigned to the CVRC upon it becoming operational; and WHEREAS, the ENA relates to development of a mixed-use project known as Landis Avenue Southeast in the Town Centre I Redevelopment Project Area. The subject property consists of nine parcels located along the eastern side of Landis Avenue, between Davidson and F Streets (Assessor's Parcel Numbers 568-152-2300 through 568-152-2700, 568-152-2900 and 568-152- 0100 through 568-152-0300) and totals approximately 46,352 square feet in area; and WHEREAS, Section 2.A of the ENA outlined an initial negotiation period ("Initial Negotiation Period") between the Agency and Developer of 300 days, ending on May 23, 2006; and WHEREAS, on May 22, 2006, the Executive Director of the Redevelopment Agency, in accordance with Section 2.B of the ENA, provided a 90-day written extension of the ENA to the Developer and, on May 23, 2006, received written concurrence from the Developer of the extension; and WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the development of a mixed-use project; and WHEREAS, the Developer has in good faith completed significant predevelopment tasks. NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties herein, the CVRC and Developer agree as follows: Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows: 2.A. Agency and Developer agree to negotiate for an initial period of 210 days unless earlier terminated. Said 210 days shall commence on the date of final execution of this First Amendment. 2. Exhibit "B" of the ENA shall be substituted with the Revised Exhibit B as attached hereto. ` 4-16 3. Except as expressly provided herein all other provisions of the ENA shall remain in full force and effect. [NEXT PAGE IS SIGNATURE PAGE] 4-17 Signature Page To Exclusive Negotiating Agreement IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above, thereby indicating the consent of their principals. CHULA VISTA REDEVELOPMENT CORPORATION By: Steven C. Padilla Chair Date: APPROVED AS TO FORM: By: Ann Moore General Counsel Date: ATTEST: Dana M. Smith Secretary CITYMARK DEVELOPMENT California Limited Liability Company By: Richard V. Gusta sow ~~ President Date: 4-18 EXHIBIT "B" Revised Exclusive Negotiating Agreement Timeline ~ ~ • Within 30 Days of ENA Execution Title Report Agency to issue a Preliminary Title Report on the subject Property to the Developer. Within 60 Days of ENA Execution Public Workshop #t Pre-design workshop to gather input from the public and stakeholders on the design parameters and framework for the subject Property. Within 90 Days of ENA Execution Market Study Forecast of regional and local real estate market conditions and anticipated performance of proposed product types. Within 30 Days of UCSP Adoption Site Plans and Elevations Based on pre-design review with staff and public input received at Public Workshop #1, submit preliminary site plans and elevations. Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the proposed development. Project Development Schedule Projected timeline and schedule for the construction of the proposed development. Site Adequacy Developer shall provide written determination of whether the subject Property is physically suitable for development taking into account regulatory and environmental conditions that are deemed relevant. Within 45 Days of UCSP Adoption Workshop #2 Workshop to present proposed development proposals. Within 90 Days of UCSP Adoption Final Site Plans and Elevations Final site plans and elevations. Final Pro Forma Revisions based on revised site plans and elevations. Development Partners and Structure Identification of investment partners. Funding Partners and Structure Identification of lenders and proof of ability to obtain financing. Within 120-135 Days of UCSP Adoption CVRC Presentation Presentation of development proposal and DDA/OPA for review and consideration. CVRC adopts advisory recommendations for Agency and/or Council consideration. Within 135-150 Days of UCSP Adoption Redevelopment Agency /City Council Presentation of development proposal and DDA/OPA to Agency and/or Council for final review and consideration. 4-19 RESOLUTION NO. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT CORPORATION APPROVING AN AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT WITH CITYMARK DEVELOPMENT LLC FOR DEVELOPMENT OF THE THIRD AVENUE AND E STREET NORTHEAST SITE. WHEREAS, it is the role and responsibility of the Redevelopment Agency of the City of Chula Vista ("Agency") to promote economic vitality, create mazket confidence, encourage environmental health and remediation, create public benefits and amenities, and facilitate the development, reconstruction, and rehabilitation of residential, commercial, industrial, and retail uses; and WHEREAS, the Redevelopment Agency entered into an ENA with CityMazk Development LLC ("Developer") on July 26, 2005; and WHEREAS, the Chula Vista Redevelopment Corporation ("CVRC") became a legal entity on June 15, 2005, and became operational on Februazy 23, 2006; and WHEREAS, the Exclusive Negotiating Agreement ("ENA") recognizes that all obligations of the Agency were automatically assigned to the CVRC upon it becoming operational; and WHEREAS, Section 2.A of the ENA outlined an initial negotiation period ("Initial Negotiation Period") between the Agency and Developer of 300 days, ending on May 23, 2006; and WHEREAS, on May 22, 2006, the Executive Director of the Redevelopment Agency, in accordance with Section 2.B of the ENA, provided a 90-day written extension of the ENA to the Developer and, on May 23, 2006, received written concurrence from the Developer of the extension; and WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the development of a project at the northeast site of Third Avenue and E Street ("Property"), located in the Agency's Merged Redevelopment Project Area; and WHEREAS, it is in the interest of the Chula Vista Redevelopment Agency and the City of Chula Vista for the Chula Vista Redevelopment Corporation to execute and enter into a First Amendment to the ENA with Developer for the proposed development site based on Developer's qualifications; and WHEREAS, approval of the First Amendment to the ENA is exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b)(3) of the State CEQA Guidelines; and NOW THEREFORE BE IT RESOLVED that the Chula Vista Redevelopment Corporation does hereby approve the First Amendment to the Exclusive Negotiating Agreement with Citymark Development LLC for potential development of a real estate project located at Third Avenue and E Street Northeast and authorizes the Chair to execute said Agreement. 4-20 CVRC Resolution No. Page 2 Presented by: Approved as to form by Ann Hix Ann Moore Acting Community Development Director General Counsel PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation of the City of Chula Vista, this , by the following vote: AYES: Directors: NAYS: Directors: ABSENT: Directors: ABSTAINED: Directors: ATTEST: Dana M. Smith, Secretary STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) Stephen C. Padilla, Chair I, Dana M. Smith, Secretary of the Chula Vista Redevelopment Corporation of the City of Chula Vista, California, do hereby certify that the Foregoing CVRC Resolution No. was duly passed, approved, and adopted by the Chula Vista Redevelopment Corporation at a regular meeting of the Chula Vista Redevelopment Corporation held on the Executed this Dana M. Smith, Secretary 4-21 FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT CityMark Development LLC This FIRST AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT ("First Amendment") is entered into as of August 10, 2006 ("Date of First Amendment") by and between the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("CVRC"), on behalf of and for the Chula Vista Redevelopment Agency, a public body corporate and politic ("RDA") and CITYMARK DEVELOPMENT LLC, a California Limited Liability Company ("Developer"). WHEREAS, on July 26, 2005, the Redevelopment Agency and the Developer entered into an Exclusive Negotiating Agreement ("ENA"); and WHEREAS, the Chula Vista Redevelopment Corporation became a legal entity on June 15, 2005, and became operational on February 23, 2006; and WHEREAS, the ENA recognizes that all obligations of the Agency pursuant to the ENA were automatically assigned to the CVRC upon it becoming operational; and WHEREAS, the ENA relates to development of a mixed-use project known as Third Avenue and E Street Northeast in the Merged Redevelopment Project Area. The subject property consists of one parcel located along the eastern side of Third Avenue at E Street (Assessor's Parcel Number 566-240-3000) and totals approximately 52,906 square feet in area; and WHEREAS, Section 2.A of the ENA outlined an initial negotiation period ("Initial Negotiation Period") between the Agency and Developer of 300 days, ending on May 23, 2006; and WHEREAS, on May 22, 2006, the Executive Director of the Redevelopment Agency, in accordance with Section 2.B of the ENA, provided a 90-day written extension of the ENA to the Developer and, on May 23, 2006, received written concurrence from the Developer of the extension; and WHEREAS, the Developer desires to continue to work cooperatively with the CVRC in the development of a mixed-use project; and WHEREAS, the Developer has in good faith completed significant predevelopment tasks. NOW THEREFORE, in consideration of the recitals and mutual obligations of the parties herein, the CVRC and Developer agree as follows: 1. Section 2 of the ENA, entitled Negotiation Period, is hereby amended as follows: 2.A. Agency and Developer agree to negotiate for an initial period of 210 days unless earlier terminated. Said 210 days shall commence on the date of final execution of this First Amendment. 2. Exhibit "B" of the ENA shall be substituted with the Revised Exhibit B as attached hereto. 4-22 Except as expressly provided herein all other provisions of the ENA shall remain in full force and effect. [NEXT PAGE IS SIGNATURE PAGE] 4-23 Signature Page To Exclusive Negotiating Agreement IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above, thereby indicating the consent of their principals. CHULA VISTA REDEVELOPMENT CORPORATION By: Steven C. Padilla Chair Date: APPROVED AS TO FORM: By: Ann Moore General Counsel Date: ATTEST: Dana M. Smith Secretary CITYMARK DEVELOPMENT California Limited Liability Company By: ~ Richard V. Gusta so~~ President Date: 4-24 EXHIBIT "B" Revised Exclusive Negotiating Agreement Timeline ~ ~ ~ ~ ~ Within 30 Days of ENA Execution Title Report Agency to issue a Preliminary Title Report on the subject Property to the Developer. Within 60 Days of ENA Execution Public Workshop #1 Pre-design workshop to gather input from the public and stakeholders on the design parameters and framework for the subject Property. Within 90 Days of ENA Execution Market Study Forecast of regional and local real estate market conditions and anticipated performance of proposed product types. Within 30 Days of UCSP Adoption Site Plans and Elevations Based on pre-design review with staff and public input received at Public Workshop #1, submit preliminary site plans and elevations. Initial Pro Forma Concurrent with site plans and elevations, submit initial pro forma evaluations for the proposed development. Project Development Schedule Projected timeline and schedule for the construction of the proposed development. Site Adequacy Developer shall provide written determination of whether the subject Property is physically suitable for development taking into account regulatory and environmental conditions that are deemed relevant. Within 45 Days of UCSP Adoption Workshop #2 Workshop to present proposed development proposals. Within 90 Days of UCSP Adoption Final Site Plans and Elevations Final site plans and elevations. Final Pro Forma Revisions based on revised site plans and elevations. Development Partners and Structure Identification of investment partners. Funding Partners and Structure Identification of lenders and proof of ability to obtain financing. Within 120-135 Days of UCSP Adoption CVRC Presentation Presentation of development proposal and DDA/OPA for review and consideration. CVRC adopts advisory recommendations for Agency and/or Council consideration. Within 135-150 Days of UCSP Adoption Redevelopment Agency /City Council Presentation of development proposal and DDA/OPA to Agency and/or Council for final review and consideration. 4-25 First Amendments to Exclusive Negotiating Agreements with CtyMark Development LLC CVRC Regular Meeting August 10, 2006 First Amendments Consistent with new and amended ENAs approved by CVRC on May 11, 2006 ~= 210-day negotiating period s Updated ENA Schedule Milestones upon adoption of UCSP - Public participation workshops (RAC) - Predevelopment activities (e.g., site plans, elevations, project pro forma) ~y'G~~ ~~ a~~~~ z PROJECTS PROJECT: CORTEZ HILL ~a~"' •• LOCATION: DOWNTOWN SAN DIEGO °~.~ih~ COMPLETED: 2002 ~~° I HOMES: 16 ~ ~~ ~~ E' MIX: TOWNHOMES I 't ~ SP {I ` .. lY PROJECT: PASEO d' ;, ? ,+E E {~ LOCATION: LA MESA ! ~{~~ §f COMPLETED: 2003 ~lii .` I, EE 1~ E[r ° HOMES: 19 MIX: TOWNHOME SHOPKEEPER, S COMMERCIAL 3 PROJECTS PROJECT: DOMA LOCATION: LITTLE ITALY COMPLETED: 2003 HOMES: 12 I MIX: LOFTS, TOWNHOMES, SHOPKEEPER Fx COMMERCIAL HISTORICAL REHABILITATION f ROJ ECTS PROJECT: EGYPTIAN LOCATION: HILLCREST COMPLETED: 2005 HOMES: 80 MIX: FLATS. COMMERCIAL S, AFFORDABLE HOUSING HISTORICAL REHABILITATION PROJECT: M21 LOCATION: BALLPARK DISTRICT COMPLETION: LATE 2005 HOMES: 230 MIX: LOFTS S COMMERCIAL 4 PROJECTS * r ~e4~ + ~,~~ I`~y( h. s yt y ~9~(C ,PROJECT: q`I`{{a3n' FAHRENHEIT ~ '~~~tl~ ~ 4~ t b ii LOCATION: BALLPARK DISTRICT ~t' ~ ~~ ti {~I' - COMPLETION: {{C I ~ EARLY 2006 _ I I ~i~. ~I I HOMES: 77 ~ y MIX: LOFTS S SHOPKEEPER ~ `i` ~~ ~ ~ I I= Clrv RFP PROCesS ~' SCREENS PADRE PARKING STRUCTURE S':iu PROJECT: APERTURE LOCATION: LITTLE ITALY y~ y PROJECT $TART: SUMMER 2005 r e~~ I i ~ HOMES: 86 ~ ' MIX: LOFTS lx COMMERCIAL 3ii~ ~ ~..~ PROJECTS PROJECT: KETTNER b. GRAPE LOCATION: LITTLE ITALY PROJECT $TART: MID 2006 HOMES: 230 MIX: LOFTS S COMMERCIAL PROJECT: JUHL LOCATION: DOWNTOWN LAS VEGAS PROJECT $TART: LATE 2005 HOMES: 340 MIX: LOFTS, SHOPKEEPER Tx COMMERCIAL NATIONAL RFP PROCess 5 Staff Recommendation Adopt the resolutions approving and authorizing the Chair to execute First Amendments to Exclusive Negotiating Agreements with CityMark Development LLC for: - Third Avenue & E Street Northeast - Landis Avenue South d ~ yyy~ " a ~~' ~ ` A ,h+ 5t' z- 4 , , ~ ! ter' . ~... ~ \~ _. `4 (~ _. a . .._. ,~ ,. Chula Vista Bayfront Master Plan §, �� •'a�' .� .� ,'. I= "� ~ : i ~ i ~ _ :..;. zE "~~ ~ ~ kNa4~N; i ~... ~ :: ~ .. ~ .., ~~ ....~ ., ~ . ~~, `` '~`nM ~ ~ ~ s { ~ ~ .. x ...t. `., ~z". . S *"_ ~ ~ ~ ? ,~, ,u ,L ag mF S 4" . N } ~ 4 ~ ' N a e x' t 3 Project Purpose Develop a master plan that will result in the creation of a world- class bayfront A New Sense of Place Celebrate the ~'-~~~°~~° ~"~~-~ ~~.. serenity and v ~ ~ ~, vitality of ~ ~ ~~ ~ ~ ,. 1 S ~~ ~ ,~ ,C Chula Vista's 4 ~ ~~ `; ~ ~~ } ~, I ~ Bayfront ~ ; ~ ~ ~ p~ f - ~ ~ °~ ~,~ r . ~ settin ~- K ~~ ~ 4 ~~,u 1 ya Take advantage ~ ~' ° °~~ ' ~` EY! r, ~~ of deep water rr ~ ~ u }' E r at the harbor to ~, `•, ~ ~ ,~. sirt . ~ create an active ~ ~, ~ boating ~ ~~,~~ waterfront ~~ ~c ,r ~.; ~' .a ~. ~~ . r~ 1 1~ Create a Bayfront ` ~`' ~ a,~ ,~, ~~ ~~ park system that ~ ~ *' ~~ marries ecological ~ J~~,~~~ ~~ ~- ~ ~~ habitats and the `~ ._ , , ~ ' - .. ~'; recreational needs ~ ,. . ~~.. of the community. ~~~, :' r ~ i ,~ :: ~r r 8 Citizens Advisory Committee Environments[ and Community Grouos • Em'iRnmmulH®W CCnliuon om.:<naean SoulM1 Bay Fazum gan Oiego-Imppvl COmlleb LyWrCwntil CAUU V19a Cullwel Azu' Commissim San Diego Council of pcip~PZOfrmimals • San Diego NlmuuanW Spmz Council CTUIa Vita Nalme Cmla San Diego AUtluWn SOCinp CM1UIe Vim Grncal Pln Uptlme SZCVing Cmnmiuw CM1UIa YyIa BOVe ann GVIS CIW • San Diego Baykeepa • CllizmaC¢Nlner<ICr Cmluryl(DWp~gofnvlmelal • MazNa DCipim APenev BeQresenlali/es CaIiOmU canes cammision SANDAG us FisM1 ma wltli In sa.'im • Carr mcrosalc son DCgo slM Ui''Iy F9Clili6 Plmmmg • CM1Wa Viva Elemmlery ScM1ml Diuzin Business Community • cnuu visa wsmmm Bnames AUOrialim • HiPAImW Pmmmnipomgn Bann • GootlriA Aeraswqurta CRwp cknu visa cnamM1m orcommaa GMS Rmlly Patine SOUNwuIAyoCNlim or Rmllma San Diego PM Tmanu ASamvlion • 9wN Cmmly EmnomlcDwdWmmlCwntll San Diego Cwvmuon ann Visilms Bmnu • Svn Diego County HlWanic Clamber of COmmera Commimlry Dwdapmml CO'ry. (Small auoness finan San Diego Cmvmlion Cmler Caporalim Dazeartld Mwno SpmiWla Rtmil McMillin OCrelWmml Company • VWI CnmmatlW &okmagc Company Environmental 8 Community Groups Business Communlry Agency Representa[Ives CAC Priority Ranking Open Space City-Wide Park Boardwalk Connecting Chula Vista, San Diego and National City Wildlife Viewing Areas Open Space at Water's Edge Sidewalk: Bike, Skate, Walk Environmental Classroom Concept l0 CAC Priority Ranking Economic Development • Destination Hotel with Conf./Meeting Space • Mixed-use (smart growth principles) • Business/Employment • Eco-Tourism • Residential/Housing • Photo-Voltaic Manufacturing Facility • Meeting/Retreat Center with Bungalows • Restaurants CAC Priority Ranking Infrastructure Good Public Transportation Bike Lanes along Roadways Smaller, Replacement Power Plant (photo- voltaic) Remove/Relocate/Underground Utility Lines Connect Transit to Shopping along H Street and Civic Buildings along F Street 11 CAC Priority Ranking The Bay • Water Taxi Connecting around SD Bay • Clean Up Bay (Like Baltimore did) • View Corridors from I-5 • Re-align Boat Channel (seaward) • Public Boat Launch Ramp with Storage • Preserve Existing Marinas • Kayak Access for Shallow Waters I ,y ; ~~ ' ,' ~ .- t t :i • is ~ :J:: --.. . ,... .mac yi E~ ~, j if t. 1L 13 Public Outreach and Citizens Advisory Committee ~YOdre invired!~ aw vim M~.u ~..a.~u r.. 14 15 Bayfront Redevelopment Project Area Current distribution r ff ~{.~~. W Wlgb~ D[ I~Mw ~1 16 Sweetwater Park Scenazio Region-Wide Economic Benefits ^ Catalyst for Bayfront Master Plan Public Amenities ^ Approximately 500,000 New Visitors to Region ^ $1.3 Billion Total Impact From Development ^ Development Supports Approximately 13,000 Jobs ^ Gaylord Operations Will Support Over 2,000 Jobs • 1,500 Additional Jobs in Other Industries ^ Market Demand for Other Uses • More Priva[e Development -More Economic Impact Additional Jobs 17 Four-Party Letter of Intent San Diego Unified Port District `mom City of Chula Vista ^N~~C`iGti~ ;~~, Redevelopment Agency of the City of Chula Vista Gaylord Entertainment Company Tt3Ertt~ .....Investing in a new beginning for South Bay Investment "Tree" Is New Net Revenues Gaylord $ Annual Revenues $ Lease Payments Project ~ to Port/City and RDA TOT Tax Increment Less <Annual Operations ~Parks/Roads and Maintenance> Police/Fire $$ New Net Revenues $$ 19 The Public Investment PORT & CITY NET NEW REVENUES Two Categories oflnvestment 20 Next Steps DEIR ~-Port Certifies ~-State Lands Commission Port FEIR (Land Trade) Masterplan CCC City GPA Specific Plan PC ~- CVRC ~ Council LCP 21 Chula Vista Bayfront Team Plannine & Entitlements Jim Hare Mike Shirey Jim Newton Silvester Evetovich Leisa Lukes Miguel Tapia Marisa Lundstedt Gaylord Neeotiation Jim Thomson/Maria Kachadoorian Ed VanEenoo Elisa Cusato Ann Moore Mike Arthur Communications Liz Pursell 22