HomeMy WebLinkAboutCDC/2008-15
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RESOLUTION NO. CDC/2008-15
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE PURCHASE OPTION AGREEMENT BY
AND BETWEEN THE AGENCY AND TELACU HOUSING - SAN
BERNARDINO V, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT
CORPORATION ("DEVELOPER") (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
WHEREAS, the Redevelopment Agency of the City of San Bernardino ("Agency") is a
10 public body, corporate and politic; and
11 WHEREAS, TELACU Housing - San Bernardino V, Inc. ("Developer"), applied and
12 received approval notification for a HUD Section 202 Grant in the amount of $11.9 million for the
13 development of 75-unit senior housing complex on the northwest comer of 4th and "H" Streets; and
14 WHEREAS, the Agency deems it desirable to enter into a Purchase Option Agreement
15 ("Agreement") with the Developer to facilitate site design and development plans preparation for
16 the construction of a 75-unit senior housing facility for the provision of affordable rental housing to
17 low-income seniors; and
18 WHEREAS, the Project is exempt from the California Environmental Quality Act
19 ("CEQA"), pursuant to Section 15312, Class 12, transfer of property for development, and no further
20 environmental document is required pursuant to Section 15168 of the CEQA guidelines.
21 NOW, lHEREFORE, lHE COMMUNITY DEVELOPMENT COMMISSION OF lHE CITY
22 OF SAN BERNARDINO DOES HEREBY RESOLVE, DElERMINE AND ORDER, AS FOLLOWS:
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Section 1.
The Community Development Commission of the City of San Bernardino
24 ("Commission") approves and authorizes the Interim Executive Director of the Agency to execute
25 the Agreement and to make any necessary non-substantive changes in the Agreement as may be
26 approved by Agency Counsel.
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Section 2.
The Commission makes a finding that the Agreement is exempt from CEQA,
28 pursuant to Section 15312, Class 12, and no further environmental document is required pursuant to
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1 Section 15168 of the CEQA guidelines, and the Commission further authorizes and directs that the
2 necessary Notices of Determination and Exemption be filed with the County Clerk.
This Resolution shall become effective immediately upon its adoption.
3 Section 3.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE PURCHASE OPTION AGREEMENT BY
AND BETWEEN THE AGENCY AND TELACU HOUSING - SAN
BERNARDINO V, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT
CORPORATION ("DEVELOPER") (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
8 Development Commission of the City of San Bernardino at a ioint rel!Ular
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meeting
day of April
, 2008, by the following vote to wit:
Aves
Navs
Abstain
Absent
x
x
x
x
x
x
----X..-
::f~
Secretary
20 The foregoing Resolution is hereby approved this ~ day of
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April
,2008.
~rson
ommunity Development Commission
of the City of San Bernardino
24 APproved*as to Form:
25 By: \ ~ _
26 - Agency 0 el
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PURCHASE OPTION AGREEMENT
THIS PURCHASE OPTION AGREEMENT ("Option") is executed and effective as of
this 21st day of April, 2008 ("Effective Date"), by and between the REDEVELOPMENT
AGENCY OF 1HE CITY OF SAN BERNARDINO, a public body, corporate and politic
("Seller") and THE EAST LOS ANGELES COMMUNITY UNION (TELACU),
("Purchaser"):
RECITALS
A. Seller is the owner of certain real property and improvements located in the City of
San Bernardino, State of California ("City"), comprising of approximately 1.71 acres, hereby
legally described in Exhibit A attached hereto ("Agency Parcel"). The Agency Parcel consists
of a number of contiguous parcels which will require reconfiguring to create a single unitary lot upon
which the Proposed Development may be constructed.
B. Purchaser has obtained a capital advance from the United States Department of
Housing and Urban Development ("HUD") in the amount of $11.9 million necessary as determined
by HUD to develop a 75-unit housing complex ("Proposed Development") on the Agency Parcel.
C. Purchaser desires to acquire from Seller the exclusive and irrevocable right, privilege
and option to purchase, under the conditions hereinafter provided, the Agency Parcel including all
improvements, together with all rights, easements and appurtenances thereto.
D. Seller is willing to grant Purchaser such Option pursuant to the terms herein,
conditioned upon the approval by the Community Development Commission of the City of San
Bernardino (the "Governing Body") and compliance with the California Community
Redevelopment Law ("CRL") governing property disposition.
TERMS
1. Grant of Ontion. Subject to the terms and conditions herein, Seller hereby
grants to Purchaser, an option to acquire the Agency Parcel for One Million Two Hundred
Thousand Dollars ($1,200,000) ("Purchaser Price").
2. Term of Ontion. The Option shall commence on the Effective Date and shall
continue until 5:00 p.m. Pacific Standard Time June 30, 2009 ("Option Period") and shall
automatically expire as such date without any further action of the parties.
3. Consideration. The grant of this Option is made by Seller in consideration of the
sum of Twenty Thousand Dollars ($20,000) ("Option Price"), receipt of which is acknowledged.
In the event that Purchaser attempts to, in good faith and prior to the termination of this Option, but
does not ultimately obtain a capital advance from HUD in the amount necessary to develop the
Proposed Development on the Agency Parcel, Seller shall refund fifty percent (50%) of the
Option Price to Purchaser upon written request from Purchaser and prior to the termination of
this Option. Notwithstanding the foregoing, in the event that Purchaser breaches this Option
prior to the termination of this Option, the seller shall be entitled to keep the total amount of the
Option Price.
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4. Automatic Termination. In the event Purchaser has not exercised the Option to
acquire the Agency Parcel in the manner set forth in Section 6 below on or before the expiration of
the Option Period, the Option shall automatically terminate without any notice to Purchaser, and all
rights of Purchaser in and to the Agency Parcel shall then and there cease.
5. Application of Consideration toward Purchase Price. The consideration paid for
the Option Period shall be credited towards the Purchase Price for the Agency Parcel.
6. Exercise of Option: Closing. Provided Purchaser is not in default under any
term or provision of this Option, the Option may be exercised by Purchaser delivering to Seller, prior
to the expiration of the Option Term, written notice of such exercise together with a copy of
HUD's approval of the fund reservation including HUD approval and appraisal of the Agency
Parcel.
7. Escrow. Within five (5) working days following exercise of the Option, the
parties shall execute escrow instructions for the sale/purchase of the Agency Parcel for the Purchase
price set forth in paragraph I, at LandAmerica Commercial Services or any other mutually
agreeable licensed escrow company ("Escrow Agent") upon the following terms and conditions:
(a) The escrow shall be for a period of not to exceed one hundred twenty (120)
days;
(b) The Purchase Price shall be paid at close of escrow;
(c) Seller shall pay the premium for a CLTA standard policy of owner's
title insurance in the amount of the Purchase Price in the Purchaser's name of Purchaser's
assignee, subject only to those matters approved by Purchaser pursuant to Paragraph 8
below;
(d) Purchaser shall pay all survey and subdivision costs required to consolidate
the various parcels currently constituting the Agency Parcel so as to create a legal lot suitable
for the Proposed development pursuant to the Subdivision Map Act and the City's Municipal
Code. If required by any federal, state or local law, a subdivision or parcel map of the Agency
Parcel shall be recorded in the San Bernardino County Recorder's Office prior to the
close of escrow;
(e) Seller shall pay one-half (\/2) of the escrow charge and any expenses
required to deliver title to Purchaser;
(f) Purchaser shall pay recording charges and one-half (1/2) of the escrow
charge and the entirety of the expense of any extended title coverage;
(g) All other escrow costs and charges shall be borne one-half (1/2) by Seller and
one-half(I/2) by Purchaser;
(h) Seller deposit an executed quitclaim deed for the Agency Parcel in escrow
for delivery to Purchaser at close of escrow;
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(i) Possession of Agency Parcel shall be given to Purchaser at close of escrow;
and seller shall have removed improvements at its expense;
G) Current taxes and assessments shall be prorated to close of escrow. Taxes
shall be computed, if undetermined, by the escrow holder on the basis of the last available tax
rate and valuation;
(k) The close of escrow shall be subject to (i) Purchaser's obtaining a
Firm Commitment for Capital Advance Financing from HUD; (ii) the availability of such
funds and any other required funds at closing; and (iii) completion of any required land use
procedures and the obtaining of a building permit and
(I) Subject to the Seller's ability to give, conduct and make all legally
required notices, hearings and fmdings at its sole and absolute discretion, Seller and
Purchaser shall have entered into a disposition and development agreement ("DDA")
acceptable to Seller, Purchaser and HUD. The DDA shall contain the usual and customary
terms of such agreements entered into by Seller for affordable housing projects, shall
contain provisions for the sale of real property for the Purchase Price and shall refer to or
include, as applicable, the provisions set forth in this Section 7. Prior to the close of escrow,
Seller shalI give and conduct all legally required notices and hearings pertaining to the
disposition of the Agency Property. In the event the governing body of Seller does not
approve the DDA for any reason whatsoever or does not conduct the required noticed
public hearing pursuant to the CRL of the State of California, Seller shall have no
liability of any nature to Purchaser except Seller shall thereupon return the Twenty
Thousand Dollars ($20,000) Option Price to Purchaser and may cancel this Option with
no further liability or obligation to Purchaser of any nature under this Option or
otherwise.
8. Title and Deed. The title shall be a good and merchantable title in fee simple, free
and clear of all liens and encumbrances except those specifically set forth in this Option, if any,
or those specifically approved by the Purchaser. Seller and Purchaser agree that any liens or
encumbrances not herein excepted or assumed may be cleared at closing from sales proceeds.
If any objectionable exceptions to the title cannot be cleared by the Seller prior to closing or
from sales proceeds, then, as the sole and exclusive remedy, Purchaser shall have the right to void this
Option.
9. Entrv. Insoection and Test of Prooertv. During the Option Period and during the
escrow period, Purchaser, or Purchaser's representative, shall have the right to enter the Agency
Parcel during normal business hours, and shall have the right to make tests as to the adaptability of
the Agency Parcel for the Purchaser's intended use of the Agency Parcel for the Proposed
Development described herein, including surveys, preliminary engineering, site planning, soil
bearing tests and other necessary inspections and tests, all at Purchaser's sole expense and
liability. Prior to any entry upon the Agency Parcel pursuant to this Section 9, by Purchaser or
Purchaser's agents, contractors, subcontractors or employees, Purchaser shall deliver to Seller an
original endorsement to Purchaser's commercial general liability insurance policy which
evidences that Purchaser is carrying a commercial general liability insurance policy with a
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financially responsible insurance company acceptable to Seller, covering: (1) the activities of Purchaser,
Purchaser's agents, contractors, subcontractors and employees on or upon the Agency Parcel and (2)
Purchaser's indemnity obligation contained herein Such endorsement to such insurance policy shal1
evidence that such insurance policy shal1 have a per occurrence limit of at least One Million Dollars
($1,000,000) and an aggregate limit of at least Two Million Dollars ($2,000,000), shall name Seller
and the City and their officials, officers, employees, and agents as additional insureds, shaIl be
primary and non-contributing with any other insurance available to Seller and City and shal1 contain a
full waiver of subrogation clause.
The Purchaser shall indemnifY, defend, protect and hold harmless the Seller, its agents, officers, and
employees from against any and all liability, expense, including defense costs and legal fees, and claims
for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal
injury, or property damage arising from the negligent acts of the Purchaser, its employees, or general
contractors in connection with any inspections or activities conducted at the Agency Parcel pursuant to
this Section 9.
10. Zoninl! and Lel!aI Lot. Seller agrees to cooperate during the Option Period and
any extension thereof with regard to the proposed zoning for the Agency Parcel. It is the
understanding of the parties hereto that all costs and expenses with regard to any zoning shal1 be home
entirely by the Purchaser. The purchase of the Agency Parcel is contingent upon adequate zoning for
Purchaser's intended use of the Agency Parcel for the Proposed Development described herein. Purchaser,
at its own expense, shal1 provide and process any subdivision map of the Agency Parcel if required to
convey a "legal lot." Seller shall support the execution of any required subdivision or parcel map and
cooperate in the processing of the same consistent with all required and applicable federal, state and
local laws.
11. Real Estate Commission. The Purchaser and Seller represent and warrant to the
other that no third party is entitled to a real estate or broker's commission and/or fmder's fee
connected with this transaction.
12. Reoresentation and Warranty of Seller rel!ardinl! Environmental Hazards. To the
best of Seller's knowledge, no hazardous substances or conditions are or have heretofore been
generated, treated, used, or stored, disposed of or deposited in or otherwise are existing in or on any
portion of the Agency Parcel, and no substances or conditions are in or on the Agency Parcel that would
affect the Agency Parcel or in any way affect the use thereof or that may support the claim at common
law or under any federal, state or local environmental statute, regulation, ordinance or other
environmental regulation. Notwithstanding such representation and warranty of Seller, Purchaser agrees
to conduct its own due diligence investigations and any purchase of the Agency Property shal1 be in an
"as is" condition subject to all known and 1ater discovered faults and conditions which shal1 be the sole
financial responsibility of Purchaser to remedy. Purchaser shal1 defend, hold harmless and indemnifY
Seller from any claims of any nature due to the physical or environmental conditions or prior uses upon
the Agency Property, and Purchaser shal1 pay all attorneys' fees and other court costs and expenses that
may be incurred by Seller pursuant to this Section and in connection with any other court action filed by
any third party seeking to challenge either this Option or the physical or environmental condition of the
Agency Property.
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13. Notices. All notices herein provided for shall be in writing and shall be given by
personal delivery or by U.S. Mail and shall take effect from the time of personal delivery or the mailing
thereof; as the case may be. Such notices shall be addressed as follows:
To Pun:haser:
The East Los Angeles Community Union (1EIACU)
Attn.: Tom F. Provencio, Treasurer
5400 East Olympic Boulevard, Suite 300
Los Angeles, CA 90022
To Seller:
Redevelopment Agency of the City of San Bernardino
Attn.: Emil A Marzullo, Interim Executive Director
201 North "E" Street, Suite 301
San Bernardino, CA 92401
Either party may, from time to time, by written notice to the others, designate a different address which
shall be substituted for the one above specified, and/or specifY additional parties to be notified.
Notwithstanding anything to the contrary herein contained, any notices or documents which may be
delivered by mail pursuant to this Section 13 must be actually delivered to the other party on the last
business day immediately preceding any deadline date specified in this Option.
14. Assignability to Non-Profit Corooration. With prior written notice to the Seller,
the Purchaser may assign this Option to a private, nonprofit corporation which will be created to
serve as the owner for the Proposed Development This Option shall not be assigned to any other
party.
15. California Law to ADDlv. This Option shall be governed by the laws of the State of
California, and any question arising hereunder shall be construed of determined according to such
law.
16. Attornev Fees. Except as otherwise provided in Section 12 hereof; in the event of
any legal action hereunder, the prevailing party shall be entitled to recover, and the other party
agrees to pay, reasonable attorney fees, expenses and costs as the court may detennine.
17. Recordinl1 of Dotion. Upon request of either party, the parties shall execute and
record a Memorandum of Option. If this Option is terminated or expires, Purchaser agrees, if
requested by Seller, to execute, acknowledge and deliver a quitclaim deed to Seller within fifteen (15) days
after termination and to execute, acknowledge and deliver any other documents required by any title
company to remove the cloud of this Option from the Agency Parcel.
18. Time of the Essence. Time is of the essence of each of the terms, covenants and
conditions of this Option.
19. Entire Dotion. This Option contains the entire agreement of the parties hereto with
respect to the matters covered hereby, and all negotiations and agreements, statements or
promises between the parties hereto or their agents with respect to this transaction are merged in this
Option, which alone expresses the parties' rights and obligations. No prior agreements or
understandings not contained herein shall be binding or valid against either of the parties hereto.
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20. Modification. Any amendments of modifications to this Option must be in writing
and executed by all the parties to this Option.
21. Interoretation: Governing Law. This Option shall be construed according to its
fair meaning and as if prepared by both parties hereto. This Option shaI1 be construed in accordance with
the laws of the State of California in effect at the time of the execution of the Option. Titles and captions
are for convenience only and shaI1 not constitute a portion of this Option. As used in this Option,
masculine, feminine or neuter gender and the singular or plural number shaI1 each be deemed to include
the others wherever and whenever the context so dictates.
22. No Waiver. No delay or omission by either party hereto in exercising any right or
power accruing upon the compliance or failure of performance by the other party hereto under the
provisions of this Option shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to
be performed by the party shall not be construed as a waiver of any succeeding breach of the same or
other covenants, agreements, restrictions or conditions thereof.
23. Severabilitv. If any term, provision, condition or covenant of this Option or the
application thereof to any party or circumstances shall, to any extent, be held invalid or
unenforceable, the remainder of this instrument, or the application of such term, provision, condition
or covenant to persons or circumstances other than those as to whom or which it is held invalid or
unenforceable, shaI1 not be affected thereby, and each term and provision of this Option shaI1 be valid and
enforceable to the fullest extent permitted by law.
24. Authority to Execute. Each individual executing this Option on behalf of a partnership
or corporation represents and warrants that he or she is duly authorized to execute and deliver this Option
on behalf of such partnership or corporation in accordance with the authority granted under the
formation documents of such entity, and, if a corporation, by a duly passed resolution of its Board of
Directors, that all conditions to the exercise of such authority have been satisfied, and that this Option are
or will be binding upon such entity in accordance with their respective terms. This Option has been
duly approved and authorized for execution and delivery by the governing body of Seller in
accordance with the laws of the State of California.
25. Counterparts. This Option, including any exhibits attached hereto, may be executed
by the parties hereto in several counterparts, each of which shaI1 be deemed to be an original copy.
26. Exhibits. Exhibits attached hereto are hereby incorporated herein by this reference.
27. No Third-Party Beneficiaries. The performance of the Seller's and the Purchaser's
respective obligations under this Option are not intended to benefit any party other than the Seller or
the Purchaser, except as expressly provided otheIWise herein. No person or entity not a signatory to this
Option shaI1 have any rights or causes of action against any party to this Option as a result of that party's
perfonnance or non-perfonnance under this Option, except as expressly provided otherwise herein.
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IN WITNESS WHEREOF, the undersigned have executed this Option as of the date first above
written.
SIGNATURE PAGE TO PURCHASE OPTION
SELLER:
Redevelopment Agency of the City of San Bernardino
By. .za
Emil A. Marzullo, enm Executive Director
Approved as to Form and Legal Content:
By: \./.~~
Agency Counsel
PURCHASER:
The East Los Angeles Community Union
(TELACU)
By:
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EXHIBIT A
LEGAL DESCRIPTION OF AGENCY PARCEL
All that certain real property situated in the County of San Bernardino, State of California,
described as follow: ~
Parcel No. I:APN 0134-093-043
Lot 8, Block 26, according to the map of the City of San Bernardino, County of San Bernardino,
State of California, as per map recorded in Book 7, Page 1 of Maps, in the Office of the County
Recorder of said County.
Excepting therefrom the North 50 feet;
And
The West 50 feet of Lot 1, Block 26, according to map of the City of San Bernardino, County of
San Bernardino, State of California, as per map recorded in Book 7, Page 1 of Maps, in the
Office of the County Recorder of said County.
Parcel No. 2:APN 0134-093-020
That portion of Lot 1, Block 26, City of San Bernardino, in the City of San Bernardino, County of
San Bernardino, State of California, as per map recorded in Book 7, Page 1 of Maps, in the Office
of the County Recorder of said County.
Beginning at a point 50 feet East of the Southwest comer of said Lot 1;
Thence nmning North 150 feet, more or less, to the North line of Lot 1;
Thence East 50 feet;
Thence South 150 feet, more or less, to South line of said lot;
Thence West 50 feet to the Point of Beginning.
Parcel No. 3:APN 0134-093-019
That portion of Lot I, Block 26, of the City of San Bernardino, County of San Bernardino, State of
California, as per map recorded in Book 7, Page 1 of Maps, in the Office of the County
Recorder of said County, described as follows:
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Beginning at a point on the South line of said Lot 1, 150 feet 4 inches from the Southeast corner of
said lot;
Thence Westerly along the South line of said lot, 48 feet, more or less, to the Southwest corner
ofthe1and conveyed to A. F. Beasley, et ai, by Deed Recorded in Book 58, Page 425, of deeds;
Thence North along the East line of the land conveyed to Beasley, 150 feet, more or less to the
North line of Lot 1;
Thence East along the North line of Lot 1,48 feet, more or less, to a point 150 feet 4 inches
West of the Northeast corner of said Lot 1;
Thence South to the Point of Beginning.
Parcel No. 4:APN 0134-093-045 portion
That portion of Lot I, Block 26, according to the map of the City of San Bernardino, County of
San Bernardino, State of California, as per plat recorded in Book 7 of Maps, Page 1, Records of
said county, described as follows:
Beginning on the West line of"G" Street 99 feet 9 1/3 inches North of the Southeast corner of
said Lot 1;
Thence North along "G" Street, 49 feet 1 0 2/3 inches, more or less, to the Northeast corner of
said Lot 1;
Thence West along the North line of said Lot I, a distance of150 feet;
Thence South 49 feet 10 2/3 inches, more of less to a point 99 feet 9 1/3 inches North of the
South line of said Lot 1;
Thence East 150 feet to the Point of Beginning.
Parcel No. 5:APN 0134-093-045 portion
All that portion of Lot 1, Block 26, according to the map of the City of San Bernardino, County
of San Bernardino, State of California, as per Plat recorded in Book 7 of Maps, Page I, Records
of said County, described as follows:
Beginning at the Southeast comer of said Lot 1;
Thence North 99 feet 9 1/3 inches;
Thence West 150 feet 4 inches;
Thence South 99 feet 9 1/3 inches to the South line of said Lot I;
Thence East 150 feet 4 inches to the Point of Beginning.
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U.s. Department 01 HousIng and Urban O.......p...nt
Los AngoIes field Oftice, RegiolllX
611 W.11" SlreeI, SUIIe 800
Los Angeles. CA 90017
October 31, 2007
CERTIFIED MAIL - RETURN RECEIPT REQUESTED
Tom F. Provencio, Authorized Agent
lELACU
5400 East Olympic Boulevard, Suite 300
Los Aogeles, CA 90022
Dear Mr. Provencio:
SUBJECf: Section 202 Supportive Housing for the Elderly Agreement
- F"1SCll1 Year: 2007
Project Name: TELACU San Bernardino V
City and State: San Bernardino. CA
Project No.: 143-EE068-W AH-NP/CA43-S0n..o03
No. of Units: 75 . No.ofR"esidents: 74
I am pleased to advise yoil that your application to construct 1! units ofhousiog
for the elderly and one two-bedroom unit for a resident manager under the Section 202
Supportive Housiog Program for the Elderly has been approved.
Capital Advance authority in the amount 0($10.735.700 is available for this
project, along with Project Rental Assistance contract and budget authority 0($383.200
and $1.149.600. respectively.
In accordllDce with the provisions of the Revised Continuing Appropriations
Resolution, 2007 the amount of the Project Rental Assistance made available for this
project is based on 75 percent (rather than on 100 percent) of the current operating cost
standards applicable to Section 202 projects in San Bernardino, CA. This takes into
account the average tenant contribution toward rent. In addition, the term of the Project
Rental Assistance Contract is 3 (three) years.
Section 202 Capital Advance Funds and Project Rental Assistance Contract Funds
will be obligated for your project upon your signing of this Agreement and returning it to
this Office so that it can be executed by the Assistant Secretary for Housing. The
signature of the Assistant Secretary for Housing constitutes the obligation of funds. As
with all programs, these funds are subject to the availability of appropriations.
. CDC/2008-15
The FY 2007 Deparbnent of Housing and Urban Development Revised
Continuing Appropriations Resolution requires that the funding made available for this
program be obligated by September 30, 2010. Once signed by you and co-signed by the
Assistant SecretaQ' for Housing, this Agreement will constitute an obligation on the part
of the Federal government, contingent upon the tenns and conditions herein.
ID addition, pursuaut to 31 U.s.C. Section 1551, auy funds (capital advance and
PRAC) not disbursed (obligated or un-obligated) by September 30,2015. will be
recaptured.
Please indicate by signing in the space provided whether or not you accept this
Agreement including the special conditions or requirements that are specified herein, and
certify to your understanding that the project must be developed in accordance with the
terms set forth in this Agreement. Return by Certified Mall- Return Receipt
Requested, two slgDed copies of this Agreement, along with the resume for the .
consultant (If a conSllltant has been or will be used) to this. Office within 14 days
from the date of this letter. If a consultant has been or will be used, the consultant
must submit its Previous Partidpation Certification (Form HUD-2530) within 14
days from t~e date of this letter. If the Sponsor will be the consultant, the submission
of these documents on the consultant may be deferred until after formation of the Owner
corporation but no later than 90 days from the date of this document. If such is the case,
the consultant's resume must be submitted to this Office and the Form HOD-2S30 filed
immediately upon completion of the contractual arrangements. If tiling Form HUD-2530
electronically, information on the APPS registration and filing process is found at HUD's
. web site at http://www.huclgov/officeslhsgfmfblappslappsmfbm.ctin. Please advise this
Office whether or not a consultant has been or will be used and the type of consultant by
completing the following:
() Sponsor/Consultant
() Independent Professional Consultant
() No Consultant .has been or will be used
TERMS AND CONDITIONS
Your acceptance of this Agreement constitutes a certification and agreement by
the Sponsor that:
(1) There will not be made any sale, assignment, conveyance, or any other form of
transfer of this Agreement, funding, the property or project, or any interest therein,
except a transfer from the Sponsor to an approved single-purpose Owner organized
by it.
(2) The Agreement and fund reservation will be canceled if construction, rehabilitation
or acquisition has not commenced within 18 months from the date of this
. CDC/2008-15
Agreement, unless limited extensions, of up to 24 months, are approved by HUD.
Such extensions will be based upon HUD's determination that the Owner has
established a reasonable schedule and is making sufficient progress toward the start
of construction.
(3) The Section 202 Capital Advance and Project RentaJ Assistance Contract funds
available for the project identified herein may not be used in connection with any
other project.
(4) This Agreement and fund reservation will be subject to cancellation, at HUD's
option, in the event there comes into existence or BUD becomes aware of a pre-
existing conflict of interest involving the project on the part of officers or directors
of either the Sponsor or Owner organization (mcluding affiliates).
(5) An attempt will be made to obtain exemption from State and/or local real and/or
personal property taxes. Evidence of filing, together with the response received
from the taxing authority, must be sUbmitted with the Application for Firm
Commil!Dent in one of the following forms:
(a) Tax exemption
(b) Tax abatement
(c) Payment in Lieu of Taxes (pILOT)
(d) Ineligibility for any tax relief
Eligibility for (a), (b), or (c) must be supported by a copy of the appropriate
legislation or ordinance.
(6) HUD will not amend the amounts approved herein for this project before initial
closing has occurred. Therefore, based on BUD's review of the Firm
Commitment Application, the Sponsor will be liable for the cost of any front-
end cash requirement should the cost to develop the project exceed the amount
specilled in this Agreement. After initial closing, HUD may consider an
amendment to the Agreement, if necessary, but only for increases resulting from
approved change order items during construction, subject to the availability of
funds.
(7) Special Coilditions or Requirements - This Agreement is issued subject to:
a. Formation of a legally acceptable single-purpose Owner colpOration within 30
days from the date of this document.
b. Capitalization of the Owner colpOration in a sufficient amount to permit the
Owner to meet its obligations in connection with the project. This includes
the minimwn capital investment, start-up costs, excess land costs, ineligible
amenities, excessive construction costs and any other funds the Sponsor
specifically commits to the project.
. CDC/2008-15
c. Evidence that the site is under the Owner's control at the time the
Application for Finn Commitment is submitted.
d. Form BUD-2530, Previous Participation Certif)cation, is to be submitted for
all officers and directors of the Sponsor's and Owner's board within 90 davs
and there must be subsequent clearance thereof.
e. Credit investigation clearance of the Owner's officers.
1. Submission of an Application for Finn Commitment in full compliance with
BUD's design and cost standards and programmatic requirements within
180 davs from the date of this Agreement. The design and cost standards .
apply to all projects regardless of the proposed operating cost level Tbe
design must not include any prohibited features and must be cost efficient
g. Submission of Conflict of Interest and Disclosure Certifications for am
officer and director of both the Sponsor and Owner and Identity of Interest
and Disclosure Certifications for all development team members. NOTE: At
any time a new development team member is added or changed, an Identity of
IntetestCertification must be submitted. Likewise, at any time the Sponsor or
Owner changes any officers or directors, a Conflict of Interest and Disclosure
Certification must be submitted for the new person(s).
h. Submission of the land appraisal within 30 davs from the date of this
Agreement.
i. You are required to comply with the Department's policy with respect to
salary limitations for consultants. If a consultant will be used for your project,
you must ensure that the maximum salary payable to the consultant will not
exceed the daily equivalent of the rate oCthe high of the PilY band paid fer
levellY of the Executive Schedule, unless specifically authorized by law.
You can determine the maximum consultant's salary based on the levellY
rate of the Executive Schedule by accessing the Office of Personnel and
Management's website at www.oDDl.e:ovlocalDavrates.
j. You are required to provide a drug-free workplace. Compliance with this
requirement meanS that you will:
I) Publish a statement, notifying employees that it is unlawful to
manufacture, distribute, dispense, possess or use a controlled substance in
the applicant's workplace and that such activities are prohibited. The
$lement must specifY the actions that will be taken against employees for
violation of this prohibition. The statement must also notifY employees
that as a condition of employment under the federal award that they are
required to abide by the terms of the statement and each employee must
agree to notifY the employer in writing of any violation of a criminal drug
. CDC/2008-15
statute occurring in the workplace no later than five calendar days after
such violation;
2) Establish an on-going drug-free awareness program to inform employees
about;
a) The dangers of drug abuse in the workplace;
b) The applicant's policy of maintaining a drug-free workplace;
c) Any available drug counseling, rehabilitation, or employee
maintenance programs; and
d) The penalties that may be imposed upon employees for drug abuse
violations oeeurring in the worlcplace;
3) Notify the federal ageocy in writing within 10 calendar days after
receiving notice from an employee of a drug abuse conviction or
otherwise receiving actual notice of a drug abuse conviction. The
notification must be provided in writing to HUn's Office of Departmental
Grants Managemeot and Oversight, Deparbnent of Housing and Urban
- Developmeot, 451 Seventh Street, SW, Room 3156, Washington, DC
20410-3000, along with the following information:
a) The program title and award number for each HUn award covered;
b) The HUn staff contact name, phone and fax numbers; and
c) A grantee contact name, phone and fax numbers; and
. 4) Require that each employee engaged in the performance of the federally
funded award be given a copy of the drug-free worlcplace statemeot
. required in item (1) and notify the employee that one of the following
actions will be taken against the employee within 30 calendar days of
receiving notice of any drug abuse convictiOn<
a) Institution of a personnel action against the employee, up to and
including termination consistent with requirements of the
Rehabilitation Act of 1973, as amended; or
b) Requiring that the employee participate satisfactorily in a drug abuse
assistance or rehabilitation program approved for such purposes by a
federal, state or local health, law enforcement or other appropriate
agency.
k.. In accordance with 24 CFR part 24, no award of federal funds may be made
to applicants that are presently debarred or suspended, or proposed to be
debarred or suspended, from doing business with the federal govemmeot.
1bis requiremeot applies not only to you, as the Sponsor, and the Owner,
wheo formed, but also to all lower tier covered transactions and to all
solicitations for lower tier covered transactions. The prohibition includes the
following:
. CDC/2008-15
I) Having priocipals who, within the previous three years, have been
convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local)
transaction, violation of tedcIaI or state 'anti-trust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of
reconls, making false statements or receiving stolen property; and
2) Charges or indictments against the Sponsor, Owner and their ~pals by
a governmental entity (federal, state and local) for commission of any of
the above violations within the previous three years.
I. You, as the Sponsor, and the Owner, when formed, are subject to the
provisions of Section 319 of Public Law 101-121 (approved October 23,
1989) (31 U.S.C. 1352) (the Byrd Amendment), which prohibits recipients of
federal contracts, grants, or loans from using appropriated funds for lobbying
the eXecutive or legislative branches of the federal government in connection
with a specific contract, grant, or loan. In addition, the Owner, when formed,
must disclose, using Standard Form LLL "Disclosure of Lobbying Activities,"
, any funds, other than federally appropriated funds, that will be or have been
used to influence federal employees, Members of Congress , and congressional
staff regarding specific grants or contracts.
m. You, as the Sponsor, and the Owner, when formed, are required to report
annually, beginiting from the date of the Agreement Letter, on the results
-achieved against the output goal(s) and outcome(s), which you proposed in the
Program Outcome Logic Model that was submitted in your application.
1. Starting with awards'l!lade in 2007, HUD is establishing a Grants
Performance page that will feature all approved logic models that shows
each awardee',s projected outputs and outcomes during the period of
performance. As required perfOlmance report are received by HUD, they
will be added to the web site
n. Based on the information provided in your Program Outcome Logic Model,
you,.as the Sponsor, and the Owner, when formed, will be reqUired to submit
to HUD a statement reporting on the Return on Investment (ROI) as a result of
this funding award. HUD will issue instructions on the ROI at a later date.
o. Other Conditions: Site Requirements
. ene/2008-15
ZONING
Based on research by HUD valuation it has been determined that the
proposed improvements are not legal under current zoning. A zone
change. conditional use pennit, and/or a variance must be obtained and
provided to HUD prior to initial closing.
NATURAL HAZARDS (EARlHQUAKE)
This area has earthquake potential. The following exhibit must be.submitted
to HUD for review:
(x) Evidence that the structures are designed in compliance with the
Present Uniform Building Code (UBC).
sm SUITABILITY
The following exhibits must be submitted to HUD prior to further project
design for review by the Architectural & Engineering staff.
(x) Preliminary Foundation Soils Report
The soil report/geotechnical investigation mUst reflect a sufficient
number of test borings of the site to indicate existing subsurface and
field conditions.
.',
At least two to three exploratory borings, must be taken within the
footprint of the proposed rectilinear structure: where the footprint of
. the proposed structure is non-rectilinear, additional test borings are to
be taken.
;'\,
When historical data indicates potential subsurface cesspools, septic
tanks, sumps, buried structures, organic debris fill, or groundwater
existed - additional borings must be taken to determine. and evaluate
potential effect on the proposed construction.
(x) Grading Plan
(x) Drainage Plan
AIR QUALITY.
Mitigation measures must be incoIporated into the building design to reduce
the indoor aixborne particulate level of pollution. The Area Office
Architectural & Engineering staff and the Environmental Clearance Office
must be consulted in developing appropriate measures.
- CDC!2008-15
STATE IDSTORIC PRESERVATION
If in the course of project implementation, archaeological features, such as
COncCntratiODS of artifacts or culturaUy modified soils deposits, including
trash pits over fifty years old, are discovered at any time during grading,
scraping, or excavation of the property, all wad shall stop in the vicinity
of the find, HUD shall be notified, and a qualified archaeologist shall be
cont>>rted immediately to II1lIke an evaluation of the find H warranted by
the concentration of artifacts or soils deposits, the archaeologist shall
monitor further ground disturbing wod in the discovery area. All ground
disturbance activity shall stop in the area of any significant discovery until
HUD can evaluate the National Register eligibility of the find in
consultation with the SHPO.
If human remains are encountered during grading and construction, all work
shall stop in the immediate vicinity of the discovered remains and the
County Coroner and a qualified archaeologist shall be notified immediately
so that an evaluation can be perfonned. Hthe remains are deemed to be
Native American and prehistoric, the Coroner shall contact the Native
American Heritage Commission so that a "Most Likely Descendant" can be
designated.
To provide you and your architect with assistance in the development of a project
Which meets HUD's design and cost standards, immediately contact Alex Rogic, HUD's
design representative, at (213) 534-2650 to discuss the design of the project.
.-
In addition, HUD has developed revised procedures applicable to the submission,
review and processing of Section 202 Applications for Firm Commitment tbroughFinal
Closing. We have enclosed a copy of Notice H 96-102 which outlines Section 202
program changes. Please read the Notice very carefully because the revised procedures
will affect not only your project funding but also your responsibilities for project
completion.
If two copies of this Agreement indicating acceptance are not returned witbin
14 days orthe date oftbis Agreement, or if you accept and your single-purpose
Owner falls to submit an AppUcation for Firm Commitment within the specified
period, BUD may cancel this Agreement and the fund reservation.
. CDC12008-15
If you have any questions regarding the requirements for submission of thci
Application for Finn Commitment and to obtain information about your required
attendance at theOflice's Project Planning Conference, please ca1\ Mary Ann Carrasco,
Project Manager, at (213) 534-2635.
We look forward to worldng with you toward the successful completion of this
project. .
Very sincerely yours,
n~(?~
~omas McMi1\an
Development Director
Los Angeles Multifamily Hub
Enclosures
00: Marie phillips
"-
- CDC/2008-15
ACCEPT:
DO NOT ACCEPT:
Signature of Authorized Officer
lltle: Vi~a PrP-Ridpn~/RprTP~~ry
Date: November 5, 2007
Obligation of Funds:
Assistant Secretary For Housing
-Federal Housing Commissioner
Date
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RI.I'WoIl':lANALYSIS
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SITE PLAN
1HRSE STORY IIUulING
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TOTAL Of 751.NTS
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PARlQNG SPACES
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