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HomeMy WebLinkAboutAGENDA REPORT 2019 0306 CCSA REG ITEM 10ICITY OF MOORPARK, CALIFORNIA City Council Meeting of 3/6/2019 ACTION Approved staff recommendation. BY B.Garza I. Consider Re-Authorizing Exclusive Negotiating Agreement Between the City of Moorpark and the Area Housing Authority of the County of Ventura and Many Mansions to Continue to Study the Feasibility of a Scattered Site Affordable Housing Project Staff Recommendation: Approve Exclusive Negotiating Agreement with the Area Housing Authority of the County of Ventura and Many Mansions, for a nine month term, subject to final language approval of the City Manager, and authorize City Manager to execute the agreement. Item: 10.I. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Jessica Sandifer, Community Services Manager DATE: 03/06/2019 Regular Meeting SUBJECT: Consider Re-Authorizing Exclusive Negotiating Agreement Between the City of Moorpark and the Area Housing Authority of the County of Ventura and Many Mansions to Continue to Study the Feasibility of a Scattered Site Affordable Housing Project BACKGROUND On August 27, 2012, the City of Moorpark (“City”), acting as the Successor Housing Agency of the Redevelopment Agency of the City of Moorpark, officially acquired all housing related properties and assumed the affordable housing obligations of the former Redevelopment Agency of the City of Moorpark. On January 1, 2014, SB 341 became effective, adding additional rules for expenditures of money in the housing successor’s low and moderate income housing asset fund; annual reporting requirements; and establishing a five (5) year limit to develop the housing related properties to August 27, 2017. The law allowed one five-year extension on the development timeline. On June 7, 2017, the City Council approved a five year extension of the development timeline to August 27, 2022. On February 7, 2018, the City Council approved an Exclusive Negotiating Agreement (“ENA”) with the Area Housing Authority of the County of Ventura and Many Mansions (“AHA Partners”) to study the feasibility of a scattered site affordable housing project on 5 city-owned housing parcels. As a reminder a scattered site affordable housing project allows you to aggregate up to five properties in to development for purposes of applying for tax credit financing. The five properties being studied are: • 512-0-102-100 112 First Street • 512-0-102-110 124 First Street • 512-0-093-020 224 Charles Street • 512-0-093-030 236 Charles Street • None assigned 1.6 Acre Parcel per Vesting Tentative Tract Map 5882 (to be deeded per Development Agreement) Item: 10.I. 379 Honorable City Council 03/06/2019 Regular Meeting Page 2 DISCUSSION The previous ENA with the AHA Partners has expired. While good progress has been made on the project, staff and the AHA partners need additional time to work through some of the project site details and iron out the final details for the Disposition and Development Agreement (DDA). Staff is recommending extending another nine month ENA to allow staff and the AHA Partners additional time to study the site and negotiate the terms of the DDA. There are no extensions built in to this ENA. FISCAL IMPACT There is no fiscal impact from signing the ENA. The ENA provides that all City costs associated with the ENA period would be reimbursed by the AHA Partners. STAFF RECOMMENDATION Approve Exclusive Negotiating Agreement with the Area Housing Authority of the County of Ventura and Many Mansions, for a nine month term, subject to final language approval of the City Manager, and authorize City Manager to execute the agreement. Attachment – Exclusive Negotiating Agreement 380 EXCLUSIVE NEGOTIATING AGREEMENT This EXCLUSIVE NEGOTIATING AGREEMENT (“ENA”) is dated as of , 2019, and is entered into by and between the CITY OF MOORPARK, a municipal corporation (the “City”), and Area Housing Authority of the County of Ventura, a public body corporate and politic, and Many Mansions, a California nonprofit corporation (together the “Developer”). The City and Developer are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.” R E C I T A L S A. The City owns the land, or has an option on land, located in the City of Moorpark, California that is described on Exhibit “A” (the Property”). B. The City and the Developer desire that Developer construct and operate the project described on Exhibit “B” on the Property (the “Project”). C. Developer intends to incur significant costs analyzing the Property and designing the Project, and City intends to incur significant costs in negotiating and preparing a disposition and development agreement (the “DDA”) for the Property and Project. Developer has therefore requested that the City agree to negotiate with Developer on an exclusive basis to establish the terms and conditions of the DDA. D. It is anticipated that during the term of this ENA, City staff and consultants and attorneys of the City will devote substantial time and effort in meeting with Developer and its representatives and consultants, reviewing proposals, plans and reports, negotiating and preparing the DDA, obtaining consultant advice and reports (possibly including an appraisal), and to the extent necessary, further complying with the California Environmental Quality Act (“CEQA”). NOW, THEREFORE, the Parties hereto agree as follows: 1. The term of this ENA shall commence on the date hereof and shall end on the earlier of: (i) the date that is nine (9) months after the date of this ENA, or (ii) the date on which the City or Developer terminates this ENA as provided in Section 2 below (in either case, the “ENA Period”). 2. The City may terminate this ENA if Developer should fail to comply with or perform any provisions of this ENA and such failure is not cured within ten (10) days after written notice from the City Manager to Developer, or if reasonable progress is not being made in negotiations hereunder as determined by the City Manager in good faith. Developer may terminate this ENA by written notice to City if the Developer determines, in its sole discretion, that it does not wish to pursue the Project further. 3. During the ENA Period, the City shall not negotiate with any person or entity other than the Developer for the sale, lease, or development of the Property. -1- 12853-0001\2110421v1.doc 381 4. The Project must include the features/elements described on Exhibit “B” attached hereto. Developer shall deliver the materials and information identified on Attachment No. 1 attached hereto to the City within the times set forth on Attachment No. 1. Within ten (10) days after each calendar month during the ENA Period (as extended under Section 1 above, if applicable), Developer shall provide a written report to the City describing in reasonable detail Developer’s activities with respect to the Project during such calendar month. 5. During the ENA Period, the City shall use good faith efforts to complete (or cause to be completed) the tasks set forth in Attachment No. 2 attached hereto. 6. Developer shall reimburse the City for its actual out-of-pocket costs and expenses (including legal fees and consultants costs) incurred in preparing this ENA and fulfilling its obligations under this ENA, including, but not limited to: (i) the costs of negotiating and preparing the DDA; and (ii) the costs of appraisals, economic consultants and the like used by City to evaluate the Project, proposed transaction terms, and/or DDA (collectively, the “Reimbursable Costs”). The Developer has previously deposited with the City the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) (the “Reimbursement Funds”). None of the reimbursement funds have been used prior to the signing of this Agreement. The Reimbursement Funds are available and may be used and applied from time to time by the City to pay or reimburse itself for Reimbursable Costs not otherwise paid or reimbursed by Developer. Developer shall deposit with the City funds sufficient to replenish the Reimbursement Funds held by City within ten (10) days after written demand by the City Manager. The City shall provide Developer with a monthly accounting identifying in reasonable detail the Reimbursable Costs to which Reimbursement Funds have been applied. Any Reimbursement Funds not applied shall be delivered to the Developer (along with a final accounting of the City’s application of the Reimbursement Funds) within thirty (30) business days after the earlier of: (i) the execution of the DDA by the Parties, or (ii) the expiration or earlier termination of this ENA. The provisions of this Section shall survive the expiration or earlier termination of this ENA, to the extent that the City has incurred actual Reimbursable Costs for which there are insufficient Reimbursement Funds then on deposit with the City, and provided that the City shall not enter into any further agreements or incur any further costs for which Developer is responsible subsequent to termination or expiration of this ENA. Notwithstanding anything to the contrary in this ENA, express or implied, the City shall have the right in its sole and absolute discretion to cease evaluation of submittals relating to the Project, stop any other staff work and/or work of its consultants and stop negotiating or discussing the Project or DDA, in the event that the City Manager determines that the sums then on deposit with City are not clearly sufficient to pay for all of the projected/established Reimbursable Costs projected/estimated in good faith by the City Manager. 7. The City and Developer acknowledge that all applicable requirements of CEQA must be met in order for City to approve Project entitlements and enter into the DDA, and that this may require reports and/or analyses for CEQA purposes (collectively, the “CEQA Documents”). Developer will, at its cost, fully cooperate with the City in the City’s preparation of any CEQA Documents. 8. Developer shall bear all costs and expenses of any and all title, environmental, physical, engineering, financial, and feasibility investigations, reports and -2- 12853-0001\2110421v1.doc 382 analyses and other analyses or activities performed by or for Developer. During the ENA Period, the City shall deliver to Developer complete copies of any and all material non- privileged reports and other material non-privileged documents pertaining to the Property which are in City’s possession, at no cost to Developer. 9. The Developer and the City understand and agree that neither Party is under any obligation whatsoever to enter into a DDA, and that notwithstanding its approval of this ENA, the City shall have the right to disapprove any proposed DDA in its sole and absolute discretion, and in that regard, Developer hereby expressly agrees that the City shall not be bound by any implied covenant of good faith and fair dealing in connection with such approval or disapproval of any proposed DDA. In the event of the expiration or earlier termination of this ENA, the City shall be free to negotiate with any persons or entities with respect to the Property. No consents, approvals, comments or discussions by staff shall diminish, affect or waive: (i) rights of the City to later impose conditions and requirements under CEQA; (ii) the right of the City not to approve the DDA; or (iii) the City’s other governmental rights, powers and obligations. 10. Developer shall indemnify, defend, and hold the City and the City’s respective officers, directors, members, employees, agents, contractors and affiliated entities harmless from any and all claims, liabilities, damages, costs and expenses relating to or arising out of this ENA or Developer’s failure to perform any obligation of Developer under this ENA, or any challenges to this ENA. Developer’s obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA. 11. Developer represents and warrants that its undertakings pursuant to this ENA are for the purpose of development of the Property and not for speculation in land, and Developer recognizes that, in view of the importance of the development of the Property to the general welfare of the community, the qualifications and identity of Developer and its principals are of particular concern to City; therefore, this ENA may not be assigned by Developer without the prior express written consent of the City Manager in his sole and absolute discretion. However, the City acknowledges that Developer may form a new entity to be the Developer entity that will be party to the DDA, and such new entity may assign the DDA to another such new entity, provided that each such new entity is controlled and partially but materially owned by Developer or owners of the Developer entity, and Developer shall have the right to do so without approval of the City, provided that: (A) Developer first provides the City with: (i) reasonable documentation of the financial capability of the new or reconstituted Developer entity to perform its obligations under this ENA and (ii) a copy of all the new entity’s organizational documents and any amendments thereto; and (B) Area Housing Authority of the County of Ventura remains in control of, and a material owner of, Developer or such new entity, as shown by the new entity’s organizational documents and any amendments thereto. 12. Any notice, request, approval or other communication to be provided by one Party to the other shall be in writing and provided by certified mail, return receipt requested, or a reputable overnight delivery service (such as Federal Express) and addressed as follows: -3- 12853-0001\2110421v1.doc 383 If to the Developer: Area Housing Authority of the County of Ventura 1400 West Hillcrest Drive Newbury Park, California 91320 Attn: Executive Director Many Mansions 1259 E. Thousand Oaks Blvd. Thousand Oaks, California 91362 Attn: Executive Director If to the City: City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 Attn: City Manager Notices shall be deemed delivered: (i) if sent by certified mail, then upon the date of delivery or attempted delivery shown on the return receipt; or (ii) if delivered by overnight delivery service, then one (1) business day after delivery to the service as shown by records of the service. 13. This ENA constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof. There are no agreements or understandings between the Parties and no representations by either Party to the other as an inducement to enter into this ENA, except as may be expressly set forth herein, and any and all prior discussions and negotiations between the Parties are superseded by this ENA. 14. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties. 15. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party. 16. If any Party should bring any legal action or proceeding relating to this agreement or to enforce any provision hereof, or if the Parties agree to arbitration or mediation relating to this ENA, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys’ fees and expenses from the other. The Parties agree that any legal action or proceeding or agreed-upon arbitration or mediation shall be filed in and shall occur in the County of Ventura. 17. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California. 18. Time is of the essence of each and every provision hereof in which time is a factor. -4- 12853-0001\2110421v1.doc 384 19. This ENA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same ENA. 20. Executed counterparts of this ENA may be delivered electronically by email to: jsandifer@moorparkca.gov (for the City), and mnigh@ahacv.org and rick@manymansions.org (for the Developer). IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the day and year first written above. OWNER: CITY OF MOORPARK By: Troy Brown, City Manager DEVELOPER: Area Housing Authority of the County of Ventura, a public body corporate and politic By: Michael Nigh, Executive Director Attest: Maureen Benson, City Clerk Many Mansions, a California nonprofit corporation By: Rick Schroeder, President -5- 12853-0001\2110421v1.doc 385 EXHIBIT “A” DESCRIPTION OF PROPERTY APN Address 512-0-102-100 112 First Street 512-0-102-110 124 First Street 512-0-093-020 224 Charles Street 512-0-093-030 236 Charles Street None assigned 1.6 Acre Parcel per Vesting Tentative Tract Map 5882 (to be deeded to City per Development Agreement) Exhibit “A” Page 1 of 1 12853-0001\2110421v1.doc 386 DRAFT EXHIBIT "B" REQUIRED PROJECT FEATURES/ELEMENTS Developer will explore creating a scattered site development on five City properties and applying for Tax Credit Financing. The development will contain up to 55 residential units consisting of a mix of one, two and three bedrooms plus an unrestricted manager unit. Exhibit “B” Page 1 of 3 12853-0001\2110421v1.doc 387 ATTACHMENT NO. 1 SPECIFIC DEVELOPER TASKS 1. Within 150 days, Developer shall deliver the following items for City staff review and preliminary approval: (COMPLETED DURING PRIOR ENA PERIOD) i) Preliminary site plan and revised architectural concept drawings identifying the location, building envelopes, general configuration, uses of the buildings and site, parking and traffic circulation, and proposed design characteristics of the Project. ii) Conceptual development program (“Development Program”) for the Project that include a breakdown of the proposed scope of development including a range of building square footage by land use and range of square footage and number of parking spaces and landscaped areas, improvements, proposed public amenities, circulation, and other general uses. 2. Within 180 days, Developer and City staff shall determine the likely type and schedule for obtaining entitlements necessary for construction of the Project including, but not limited to, discretionary permits. 3. Within 180 days, Developer shall deliver to the City for City staff review and approval, a preliminary financing plan for the proposed Project. 4. Within 150 days, Developer shall submit to the City a schedule of development setting forth the proposed timetable for the commencement, substantial completion and final completion of the Project (the “Development Schedule”). 5. Within 180 days , Developer shall deliver to City for City staff review and approval, an organizational chart of the proposed Developer entity proposed to be a party to the DDA. Exhibit “B” Page 2 of 3 12853-0001\2110421v1.doc 388 ATTACHMENT NO. 2 SPECIFIC CITY TASKS 1. Within 45 days , City shall provide to Developer copies of all currently existing plans, studies and other written information regarding the Site in its possession, to the extent not previously delivered to Developer and to the extent material to the Project and not subject to any attorney-client or attorney work product privilege or other privilege. (COMPLETED UNDER PRIOR ENA PERIOD) 2. City shall use good faith efforts to prepare and process any required CEQA Documents as soon as reasonably possible after submission by Developer of a complete development application and payment of applicable fees/deposits. 3. City shall provide initial drafts of the DDA to Developer and shall thereafter revise them to the extent reasonably permitted by the negotiations. Exhibit “B” Page 3 of 3 12853-0001\2110421v1.doc 389