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Home My WebLink About2020-73 CC Resolution RESOLUTION NO. 2020-73 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR AND IN ITS CAPACITY AS THE CITY APPROVING A FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) The City of Temecula entered into a Disposition and Development Agreement (DDA) dated June 25, 2019 providing for the conveyance of two parcels of real property to Temecula Pacific Associates, generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street, for development as specified in the DDA. Section 2. Approval of the First Amendment. The City Council hereby approves the "FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT" and authorizes the Mayor to execute said First Amendment on behalf of the City in substantially the form presented to the City Council. Section 3. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10th day of November, 2020. M yann dwards, Mayor Pro Tempore ATT ES- : Rands Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2020-73 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 10`h day of November, 2020, by the following vote: AYES: 4 COUNCIL MEMBERS: Edwards, Naggar, Rahn, Schwank NOES: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None dir Randi Johl, City Clerk 2 S 1/111 W __ I / Attachment A FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the"Amendment")is dated as of November 10,2020 and is entered into by and between the CITY OF TEMECULA, as successor of the housing assets of the former Temecula Redevelopment Agency(the"City"),and TEMECULA PACIFIC ASSOCIATES,A California limited partnership ("Developer"). RECITALS A. City and Developer entered into that certain Disposition and Development Agreement as of June 25, 2019 ("Agreement"). B. City and Developer desire to amend the Agreement to provide Developer with additional time and support to identify additional subsidies and receive an award of tax credits. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Amendment, the parties hereto agree as to amend the Agreement as follows: 1. Additional Tax Credit Applications. (A) Section 5.1.8 of the Agreement is hereby amended and restated in its entirety as follows: "The failure of Developer to apply for 9%tax credits in both rounds for 2021 or 2022 until awarded (provided that Developer, in its discretion, may apply for 4% tax credits instead of 9% tax credits after two unsuccessful 9%rounds);the failure of Developer to apply for California state tax credits in both rounds for 2023 or 2023 until awarded;or the failure to deliver to City evidence of an application for tax credits after the application is submitted within ten (10) days of written request from City." (B) The Schedule of Performance that is attached to the Agreement is hereby amended to reflect that the Developer will apply for tax credits in 2021,2022,2023 and 2024,until awarded. 2. Additional Funds. City will cooperate in good faith with Developer to secure additional funding sources for the Project of up to $2,800,000, including without limitation a PHLA grant, funds available from Riverside County, or other funds available to the City for use on housing or redevelopment projects. I -1- US 145398519v1 339767-00143 8/5/2020 8:43 PM 3. Conflict. Except as amended herein, the Agreement remains in full force and effect. To the extent of any conflict between this Amendment and the Agreement,this Amendment shall govern. 4. Counterparts. This Amendment may be executed in one or more counterparts,each of which shall be deemed as original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties hereto have entered into this Amendment as of the day and year first above written. DEVELOPER: CITY: TEMECULA PACIFIC ASSOCIATES CITY OF TEMECULA By: TPC Holdings VII, LLC an Idaho limited liability company, By: a general partner Mayor Pro Tempore By: Caleb Roope, Manager ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney -2- SCHEDULE OF PERFORMANCE This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein. Action Date/Deadline Items 1 — 10 Relate to Developer Actions and Requirements Prior to or through/at the Close of Escrow 1. Opening of Escrow. The Parties shall Within five (5) business days after the award of open escrow with the Escrow Holder. tax credits. 2. Preliminary Project Budget. The Prior and as a condition to Close of Escrow. Developer shall submit a preliminary Project Budget for the Improvements. 3. Final Plans and Specifications. The Prior and as a condition to Close of Escrow. Developer shall submit the Final Plans and Specifications for City approval. 4. Building Permits. The Developer shall Prior and as a condition to the Close of Escrow. obtain the Building Permit for the construction of the Improvements. 5. Construction Contract. The Developer Prior and as a condition to the Close of Escrow. shall submit the construction contract for the construction of the Improvements to the City for approval. 6. Performance and Payment Bonds. The Prior and as a condition to the Close of Escrow. Developer shall deliver to the City copies of the required performance and payment bonds. 7. Insurance. The Developer shall submit Prior and as a condition to the Close of Escrow. evidence of insurance to the City. 8. Project Budget. The Developer shall Prior and as a condition to the Close of Escrow. submit the Project Budget to City together with reasonable evidence that all equity required will be available at the Closing. -3- Action Date/ Deadline 9. Tax Credit Applications/Award. Developer must apply for 9% tax credits in the second record for 2019, both records for 2020, 2021, 2022, 2023, 2024(until awarded)and must provide evidence thereof to City, and form a limited partnership to provide for investment of tax credit-based equity, and deliver a copy of the partnership agreement to City. Developer must be awarded tax credits and must provide evidence thereof to City prior(and as a condition) to Close of Escrow. 10. Tax Credit Equity. All tax credit equity Prior and as a condition to Close of Escrow. must have been invested in the Developer entity and available for Project Costs, as shown by reasonable evidence delivered to City Items 11 — 15 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow 11. Close of Escrow. The Developer shall Within seven (7) months after award of tax purchase the Land from the City and credits, but not later than July 1, 2025. shall concurrently close the Construction Loan. 12. Commencement of Construction. No later than 30 days after the Close of Escrow. Developer shall substantially commence the Improvements. 13. Completion of Grading. Developer shall Not later than six (6) months following the substantially complete the grading for commencement of construction. the Project. 14. Commencement of Vertical Not later than eight (8) months after the Construction. Developer shall commencement of construction. commence vertical construction. 15. Completion; Qualification for No later than fourteen(14) calendar months after Certificate of Completion. The Project the commencement of construction. shall be completed and shall qualify for a Certificate of Completion. -4-