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Item 1.7 - Exclusive Negotiating Rights Agmt between the Poway Hsg Authority & Habitat for HumanityOF POW c r C fbi ®f Poway Ty�CITY^IN lliE9 COJ��Q -i COUNCIL AGENDA REPORT APPROVED APPROVED AS- AMENDED (SEE MINUTES) DENIED REMOVED CONTINUED RESOLUTION NO. DATE: December 2, 2014 TO: Honorable Chairman and Members of the Housing Authority FROM: Daniel Singer, Executive Directory" INITIATED BY: Robert J. Manis, Director of Development Services PA Ashley Jones, Senior Management Analyst SUBJECT: Exclusive Negotiating Rights Agreement between the Poway Housing Authority and Habitat for Humanity Summary: The Poway Housing Authority (Authority) owns a 2.15 -acre property located on Twin Peaks Road (APN 321 - 190 -28) which was purchased to be developed as affordable housing. In early 2014, Habitat for Humanity approached Poway with the concept of building affordable for -sale housing for veterans on this site. In order to determine the project's feasibility and negotiate the terms of a Disposition and Development Agreement (DDA), staff proposes to enter into an Exclusive Negotiating Rights Agreement (ENRA) for a period of 180 days. Recommended Action: It is recommended that the Poway Housing Authority: 1) Approve the Exclusive Negotiating Rights Agreement with Habitat for Humanity (Attachment A); and 2) Authorize the Executive Director to execute the agreement. Background: On November 3, 2004, the former Poway Redevelopment Agency (Agency) purchased a 2.15 -acre property located on Twin Peaks Road, next to Circle K, to be developed in the future as affordable housing. A zoning and location map for the property is included as Attachment B. On February 1, 2012, the Agency was dissolved, and pursuant to Health and Safety Code Section 34176(b)(3) and 34177(g) all housing functions and assets of the former Agency, including this site, were transferred to the Authority. Earlier this year, Habitat for Humanity approached Poway with the concept of building a for -sale affordable .housing development for veterans called Habitat for Heroes. As currently proposed, the project would provide approximately 28 units for low- income veteran households. If a development project can be successfully negotiated for this site, the units would be applied to Poway's regional fair -share affordable housing allocation as identified in the recently certified Housing Element. O 8 1 of 15 December 2, 2014 Item # 1.1 Exclusive Negotiating Rights Agreement between the Poway Housing Authority and Habitat for Heroes December 2, 2014 Page 2 Findings: In order to negotiate the terms of a DDA, staff proposes that the Authority enter into an ENRA. The ENRA provides for a negotiating period of 180 days, which can be extended for an additional 180 days upon agreement of both parties. During the ENRA period, the terms of the DDA will be established, which will include the design, financing, and schedule of performance for the project. Additionally, the DDA will identify the requirements that must be met by the developer prior to transfer of ownership of the Authority property. Once the terms of the DDA have been negotiated, the DDA will be brought to the Authority for final consideration. Fiscal Impact: Sufficient funds were appropriated with FY 2014 -15 budget adoption (accounts 0309- 17026, 1799) to cover the costs associated with the approval of this agreement. Environmental Review: This item is not subject to CEQA review. Public Notification: A copy of this report was provided to Habitat for Humanity. Attachments: A. Exclusive Negotiating Rights Agreement B. Zoning /Location Map 2 of 15 December 2, 2014 Item # .� EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (TWIN PEAKS HOUSING DEVELOPMENT) This Exclusive Negotiating Rights Agreement (this "Agreement ") is entered into as of this 2nd day of December, 2014 (the "Effective Date "), by and among the Poway Housing Authority, a public body, corporate and politic (the "Authority ") and San Diego Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Developer "), on the basis of the following facts: RECITALS A. The City Council of the City of Poway (the "City Council ") adopted the Redevelopment Plan for the Paguay Redevelopment Project Area (the 'Project Area ") on December 13, 1983 by Ordinance No. 117, as amended by Ordinance No. 415 on June 15, 1993, Ordinance No. 439 on December 13, 1994, Ordinance No. 593 on December 2, 2003, Ordinance No. 605 on August 3, 2004, Ordinance No. 611 on October 26, 2004, Ordinance No. 641 on July 18, 2006, and as further amended by Ordinance No. 657 on July 12, 2007 (as amended from time to time, the 'Redevelopment Plan"). The Redevelopment Plan affects and controls the development and use of all real property located within the Paguay Redevelopment Project Area within the City of Poway, California, (the "City ") as more particularly described and set forth in the Redevelopment Plan. The goals for the Redevelopment Plan include alleviation of blighting conditions and the stimulation of economic development and affordable housing activities in the Project Area and the community. B. On January 17, 2012, and pursuant to Health and Safety Code Section 34173, the City Council declared that the City would act as successor agency (the "Successor Agency ") to the former Poway Redevelopment Agency (the 'Dissolved RDA ") effective February 1, 2012, but elected not to retain the housing assets and functions previously performed by the Dissolved RDA and instead, pursuant to Health and Safety Code Section 34176(b)(3), selected the Authority to retain the housing assets and functions previously performed by the Dissolved RDA. C. On February 1, 2012, pursuant to Health and Safety Code Section 34176(b)(3) and 34177(g), the Successor Agency transferred to the Authority the housing functions and assets of the Dissolved RDA. D. The Authority, as housing successor, owns a specified site located within the Project Area, as further described in the attached Exhibit A (the "Site "), on which the Authority desires to cause the development of a twenty -eight (28) unit multi - family for -sale affordable housing development targeted to U.S. veterans (the 'Development "). E. The Authority and the Developer desire to enter into exclusive negotiations for redevelopment of the Site and construction of the Development. 1 3 of 15 December 2, 2014 Item # �. �( F. Completion of the Development in the Project Area will provide needed affordable housing, and will assist in ameliorating blighting influences in the Project Area. The Authority will be imposing occupancy and affordability restrictions on the Development in order to utilize approximately twenty -eight (28) units to obtain affordable housing production credits for the Authority pursuant to Section 33413(b)(2)(A)(i) of the Community Redevelopment Law as housing units located in the Project Area and available at affordable housing cost to low - income households. G. The purpose of this Agreement is to establish procedures and standards for the negotiation by the Authority and the Developer of a Disposition and Development Agreement (a "DDA ") pursuant to which, among other matters, if specified preconditions are satisfied, the Authority would convey ownership of the Site to the Developer and the Developer would construct the Development on the Site. As more fully set forth in Section 3. 1, the Developer acknowledges and agrees that this Agreement in itself does not obligate any party to acquire or convey any property, does not grant the Developer the right to develop the Development, and does not obligate the Developer to any activities or costs to develop the Development, except for the preliminary analysis and negotiations contemplated by this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: ARTICLE 1. EXCLUSIVE NEGOTIATIONS RIGHT Section 1.1 Good Faith Negotiations. The Authority and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.2, the terms of a DDA for the conveyance of land and construction of the Development on the Site. During the Negotiating Period, the parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDA. Among the issues to be addressed in the negotiations are: (1) the conveyance of the Site by the Authority to the Developer; (2) the design and type of units to be constructed as part of the Development; (3) the physical and land title conditions of the Site and remediation of any adverse conditions; (4) the land use approvals necessary for the Development; (5) the development schedule for the Development (including timing of entitlement applications and governmental approvals); (6) financing of the Development; (7) marketing and management of the Development; and (8) the level of housing affordability and the nature of affordability controls. Section 1.2 Negotiating Period. The negotiating period (the "Negotiating Period ") under this Agreement shall be One - Hundred and Eighty (180) days, commencing on the Effective Date, subject to extension by mutual agreement of the parties in writing. The Negotiating Period may be extended on the Authority's behalf for up to an additional One - 2 4 of 15 December 2, 2014 Item # t.1 Hundred and Eighty (180) days by the Executive Director if, in the Executive Director's judgment, sufficient progress toward a mutually acceptable DDA has been made during the initial One - Hundred and Eighty (180) day negotiating period to merit such extension. If a DDA has not been executed by the Authority and the Developer by the expiration of the Negotiating Period, including any extension that may be granted by the Executive Director pursuant to the preceding paragraph, then this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement. If a DDA is executed by the Authority and the Developer then, upon such execution, this Agreement shall terminate, and all rights and obligations of the parties shall be as set forth in the executed DDA. Section 1.3 Exclusive Negotiations. During the Negotiating Period, including any extension granted pursuant to Section 1.2, the Authority shall not negotiate with any entity, other than the Developer, regarding development of the Site, or solicit or entertain bids or proposals to do so. Section 1.4 Identification of Developer's Representative. The Developer's representative to negotiate the DDA with the Authority is Lori Holt Pfeiler, Executive Director. The Developer's negotiating representative may be changed by written notice to the Authority. Section 1.5 Identification of Authority Representatives. The Authority's representatives to negotiate the DDA with the Developer are Tina White, Bob Manis, and Ashley Jones; Tina White, as the Assistant Executive Director, has ultimate staff authority to make decisions related to this Agreement that can be made at the staff level, and to make staff recommendations to the Housing Authority Board (the "Authority Board ") in connection with decisions related to this Agreement to be made at the Authority Board level. The Authority's negotiating representatives may be changed by written notice to the Developer. Section 1.6 Good Faith Deposit Alternative. In lieu of and as an alternate to a good faith deposit, and as consideration for the Authority's execution of this Agreement, the Developer by this Agreement shall provide the Authority with copies of all reports, studies, analyses, correspondence and similar documents prepared or commissioned by the Developer with respect to this Agreement and the Development, all as more fully set forth in Section 2.8. ARTICLE 2. NEGOTIATION TASKS Section 2.1 Overview. To facilitate negotiation of the DDA, the parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Article 2 in a timeframe that will support negotiation and execution of a mutually acceptable DDA prior to the expiration of the Negotiating Period. Section 2.2 Development Team. The Parties' acknowledge that the identity and quality of the Developer's team that will oversee, monitor, and manage the day -to -day construction of the Development is important to the completion of the tasks set forth in Article 2 below, and in seeking to negotiate a mutually acceptable DDA. Within Thirty Days (30) days 3 5 of 15 December 2, 2014 Item # `,"j after the Effective Date, the Developer shall identify and seek Authority approval of an engineer, architect, and legal counsel and any additional members to its proposed development team, which approval shall not be unreasonably withheld, conditioned or delayed. The development team members approved in accordance with this section shall comprise the "Development Team" for the Development. The Developer may replace one or more members of the Development Team upon receipt of Authority approval, which approval shall not be unreasonably withheld, conditioned or delayed. Section 2.3 Financing and Costs of Development. Within Ninety (90) days after the Effective Date, the Developer shall provide the Authority with a detailed financial analysis for the Development containing, among other matters, a development budget and operating proforma, and housing affordability levels supported by the budget (the "Financing Proposal "). The financial analysis shall be refined by the parties during the Negotiating Period, as appropriate, and will be used to evaluate the financial feasibility of the Development and to assist in the negotiation of terms regarding payment of development costs. Section 2.4 Conveyance of the Site. Concurrent with Developer's development of the Financing Proposal, the Authority and the Developer shall seek to agree upon the conveyance of the Site, and the nature, timing and cost of Authority assistance to the Development, if any. The proposed conveyance shall be subject to confirmation and refinement pursuant to the formal reuse appraisal and the noticed public hearing Authority Board and City Council finding process to be conducted in accordance with Health and Safety Code Section 33433, as further described in Section 2.11 below. Section 2.5 Planning Approvals. The Developer acknowledges that the Development may require City approval of various entitlements (the "Entitlements "). Within Ninety (90) days after the Effective Date, the Developer shall submit conceptual site plans and preliminary designs for the Development to the Authority and the appropriate City departments for their informal review. The Authority and the Developer shall negotiate in good -faith a deadline for the formal application for the Entitlements to the City, which deadline will be included in the DDA. Section 2.6 Schedule of Performance. Within 90 (days) days after the Effective Date, the Developer shall provide the Authority with a proposed detailed schedule of performance for the Development which shall be based on the preliminary schedule attached hereto as Exhibit B. Section 2.7 Due Diligence. During the Negotiating Period, the Developer shall conduct due diligence activities, including but not limited to planning, soils report, hazardous materials report, financial feasibility and title adequacy. (a) Physical Adequacy Determination. The Developer shall determine whether the Site is suitable for development of the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking requirements imposed on Developments of this type and the other environmental and regulatory factors that the Developer deems relevant. If, in the Developer's judgment based on such investigations and 4 6 of 15 December 2, 2014 Item # j ."j analyses, the Site is not suitable for the Development, the Developer may notify the Authority in writing no later than Ninety (90) days after the Effective Date of its determination (an "Unsuitability Notice "). Upon delivery of an Unsuitability Notice by the Developer within this time period, this Agreement shall be terminated without further action of any party, and thereafter no party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as set forth in Section 3.8. If the Developer does not deliver an Unsuitability Notice during the first Ninety (90) days after the Effective Date, then the Site shall be deemed physically suitable for development of the Development and any executed DDA shall not provide for an additional opportunity for the Developer to determine the physical suitability of the Site or for the Developer to terminate the DDA as a result of the purported physical unsuitability of the Site (unless such unsuitability arises solely from an event (i) occurring subsequent to the execution of the DDA, or (ii) that Developer, in its reasonable exercise of due diligence, could not have discovered prior to the execution of the DDA). (b) Title Adequacy Determination. Within Thirty (30) days following the Effective Date, the Authority shall cause a reputable title company to issue a Preliminary Title Report (the "Report") on the Site to the Developer. If the Developer objects to any exception appearing on the Report or should any title exception arise after the date of the Report, the Developer may object to such exception, provided such objection is made to the Authority in writing on or before 5 o'clock P.M. on the thirtieth (30th) day following the date the Developer receives the Report. If the Developer objects to any exception to title, the Authority, within Thirty (30) days of receipt of Developer's objection shall notify Developer in writing whether Authority elects to: (1) cause the exception to be removed of record; (2) obtain a commitment from the title company for an appropriate endorsement to the policy of title insurance to be issued to the Developer, insuring against the objectionable exception; or (3) terminate this Agreement unless the Developer elects to take title subject to such exception. If any party elects to terminate this Agreement pursuant to this Section 2.7(b), no party shall thereafter have any obligations to or rights against the others hereunder, except as set forth in Section 3.8. If the Developer fails to provide any notification to the Authority regarding this matter prior to expiration of the time period set forth herein, the condition set forth in this Section 2.7(b) shall be deemed satisfied, this Agreement shall continue in effect, and the condition of title at closing under any executed DDA shall be as set forth in the Report. Section 2.8 Reports. Unless otherwise waived by the Authority, the Developer shall provide the Authority with copies of all reports, studies, analyses, correspondence and similar documents prepared or commissioned by the Developer with respect to this Agreement and the Development, promptly upon their completion. The Authority shall provide the Developer with copies of all reports, studies, analyses, correspondence and similar documents (collectively, "Documents "), exclusive of detailed property appraisals, prepared or commissioned by the Authority with respect to this Agreement and the Development, promptly following execution of this Agreement with respect to Documents then in its possession or under its reasonable control, and promptly upon their completion with respect to any subsequently prepared documents. 5 7 of 15 December 2, 2014 Item # .� Section 2.9 Organizational Documents. The Developer shall provide the Authority with copies of its organizational documents evidencing that the Developer exists and is in good standing to perform its obligations under the DDA. Section 2.10 Environmental Review. The Authority shall prepare or cause to be prepared any and all environmental documentation, and in its sole discretion, make all findings related to the approval of the DDA under the California Environmental Quality Act ( "CEQA "), pursuant to California Public Resources Code Sections 21000 et seq. and California Code of Regulations Sections 15000 et sec ; provided, that nothing in this Agreement shall be construed to compel the Authority or the City to approve or make any particular findings with respect to such. CEQA documentation. The Developer shall provide such information about the Development as may be required to enable the Authority to prepare or cause preparation and consideration of any CEQA- required document, and shall otherwise generally cooperate with the Authority to complete this task. If the Authority, in its sole discretion, determines that the approval of the DDA requires non- feasible mitigation measures, or fails to yield benefits that outweigh significant unavoidable impacts, or the Authority otherwise determines, in its sole discretion, not to make any finding required by CEQA as a prerequisite to approval of the DDA, it may terminate the Agreement. Upon such termination, neither party shall have any further rights or obligations under this Agreement, except that any provision of this Agreement that is specified to survive termination shall remain in effect and binding upon the Parties. The parties intend this Agreement to reflect the basic understanding between them, but agree that the transaction contemplated herein shall be subject to the execution of a mutually acceptable, definitive, and final DDA to be negotiated, and subject to the approval of the Authority Board and City Council. This Agreement does not constitute a legally binding commitment to a specific project or the Development. Therefore, final CEQA review may be completed with entitlements after execution of a final DDA. Section 2.11 Section 33433 Report. The Authority shall prepare the necessary documentation pursuant to Section 33433(a)(2)(B) of the California Health and Safety Code to be submitted to the Authority Board and City Council in conjunction with the Authority's and the City's consideration of any DDA that is prepared under this Agreement. The Section 33433 report shall contain the estimated value of the Site determined at its highest and best use under the Redevelopment Plan and the estimated value of the Site determined at the use and with the conditions, covenants and development costs required pursuant to the DDA. Section 2.12 Progress Reports. From the Effective Date and every thirty (30) days thereafter, the Developer shall make oral or written progress reports advising the Authority representatives on studies being made and matters being evaluated by the Developer with respect to this Agreement and the Development. Section 2.13 Community Engagement. The Authority and the Developer shall confer and seek agreement on an appropriate strategy to obtain input from community members regarding the Development. At a minimum, the Developer shall take the lead in noticing and 6 8 of 15 December 2, 2014 Item # .� conducting a community workshop (the "Community Workshop ") to provide information and solicit input regarding the proposed site plan and design of the Development within the time set forth in the preliminary schedule attached hereto as Exhibit B. The Community Workshop shall be noticed to all property owners and occupants in the vicinity of the Site. ARTICLE 3. GENERAL PROVISIONS Section 3.1 Limitation on Effect of Agreement. This Agreement shall not obligate either the Authority or the Developer to enter into a DDA or to enter into any particular DDA. By execution of this Agreement, the Authority is not committing itself to or agreeing to undertake disposition, or exercise of control over the Site. Execution of this Agreement by the Authority is merely an agreement to conduct a period of exclusive negotiations in accordance with the terms hereof, reserving for subsequent Authority Board and City Council action the final discretion and approval regarding the execution of a DDA and all proceedings and decisions in connection therewith. Any DDA resulting from negotiations pursuant, to this Agreement shall become effective only if and after such DDA has been considered and approved by the Authority Board and, if required by law, the City Council, following conduct of all legally required procedures, and executed by duly authorized representatives of the Authority and the Developer. Until and unless a DDA is signed by the Developer, approved by the Authority Board and City Council, and executed by the Authority, no agreement drafts, actions, deliverables or communications arising from the performance of this Agreement shall impose any legally binding obligation on either party to enter into or support entering into a DDA or be used as evidence of any oral or implied agreement by either party to enter into any other legally binding document. Section 3.2 Notices. Formal notices, demands and communications between the Authority and the Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service, to the office of the parties shown as follows, or such other address as the parties may designate in writing from time to time: Authority: Poway Housing Authority 13325 Civic Center Drive Poway, CA 92064 Attn: Daniel Singer, Executive Director Developer: San Diego Habitat for Humanity, Inc. 10222 San Diego Mission Road San Diego, CA 92108 Attn: Lori Holt Pfeiler, Executive Director Such written notices, demands and communications shall be effective on the date shown on the delivery receipt as the date delivered or the date on which delivery was refused. 7 9 of 15 December 2, 2014 Item # .� Section 3.3 Waiver of Lis Pendens. It is expressly understood and agreed by the parties that no lis pendens shall be filed against any portion of the Site with respect to this Agreement or any dispute or act arising from it. Section 3.4 Right of Entry. The Authority hereby grants the Developer a right of entry to enter the Site to perform the physical adequacy determination described in Section 2.7(a) above. Developer shall indemnify, defend (with counsel reasonably acceptable to Authority and the City) and hold harmless the Authority, the City, and their directors, council members, officers, contractors, agents and employees against any claims made against them which arise out of the activities Developer or its, contractors, subcontractors, agents, employees, licensees, invitees or guests on or concerning the Site during the term of this Agreement. The foregoing indemnity shall not extend to any claim arising solely from the Authority or City's gross negligence or intentional acts. Section 3.5 Insurance. The Developer shall at all times during the term of this Agreement keep in full force and effect a policy or policies of commercial general liability insurance against liability for bodily injury to or death of any person or property damage arising out of or in any way related to the Developer's entry onto the Site. The insurance shall be written on an occurrence basis and the limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage. The Developer shall also carry or cause to be carried workers' compensation insurance, with statutory limits as required by the California Labor Code, covering all persons employed by the Developer, as applicable, in connection with the Development and entry onto the Site under this Agreement, which shall provide for a waiver of subrogation against the Authority. Section 3.6 Costs and Expenses. Each party shall be responsible for its owns costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each party's obligations under this Agreement. Section 3.7 No Commissions. Except as may otherwise be provided in any DDA hereafter executed by the Authority, the Authority shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement or any DDA resulting from this Agreement. The Authority represents that it has engaged no broker, agent or finder in connection with this transaction, and the Developer shall defend and hold the Authority harmless from any claims by any broker, agent or finder retained by the Developer. Section 3.8 Defaults and Remedies (a) Default. Failure by any Party to negotiate in good faith as provided in this Agreement shall constitute an event of default hereunder. The non - defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) days after receipt by the defaulting Party of such notice, the non - defaulting Party may exercise the remedies set forth in subsection (b). 8 10 of 15 December 2, 2014 Item # J."J (b) Remedies. In the event of an uncured default by the Authority or the Developer, the non - defaulting Party's sole remedy shall be to terminate this Agreement. Following such termination, no Party shall have any further right, remedy or obligation under this Agreement, except that the Developer's indemnification obligation pursuant to Section 3.4 shall survive such termination. Except as expressly provided above, no Party shall have any liability to any other Party for damages or otherwise for any default, nor shall any Party have any other claims with respect to performance under this Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity. Section 3.9 Attorneys' Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover attorneys' fees and costs from the other party. Section 3.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 3.11 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matters of this Agreement. Section 3.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Section 3.13 Assignment. The Developer may not transfer or assign any or all of their rights or obligations hereunder except with the prior written consent of the Authority, which consent shall be granted or withheld in the Authority's sole discretion, and any such attempted transfer or assignment without the prior written consent of Authority shall be void. Section 3.14 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the Authority and the Developer and no other person shall have any right of action under or by reason of this Agreement. Section 3.15 Actions by the Authority. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the Authority, the approval, consent, authorization, or waiver of the Authority Executive Director shall constitute the approval, consent, authorization or waiver of the Authority without further action of the Authority Board. 9 11 of 15 December 2, 2014 Item # ,� IN WITNESS WHEREOF, this Agreement has been executed by the parties on the Effective Date. DEVELOPER: SAN DIEGO HABITAT FOR HUMANITY, Inc., a California nonprofit public benefit corporation ma Lori Holt Pfeiler, Executive Director AUTHORITY: POWAY HOUSING AUTHORITY, a public body corporate and politic ATTEST: Sheila R. Cobian, CMC, City Clerk APPROVED AS TO FORM: Rafael Yaquian, Authority Special Counsel Daniel Singer, Executive Director 10 12 of 15 December 2, 2014 Item # ,'� EXHIBIT A LEGAL DESCRIPTION OF THE SITE (APN: 321- 190 -28) PARCEL 1 OF PARCEL MAP NO. 1396, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 19, 1973. 13 of 15 A -1 December 2, 2014 Item # � .1 EXHIBIT B PRELIMINARY SCHEDULE ACTION FINAL DATE 1. Approval of ENRA by Authority December 2, 2014 2. Identification of Development Team January 2, 2015 3. Developer submission of Financing Proposal to Authority March 2, 2015 4. Developer submission of conceptual site plans and preliminary design for the Development March 2, 2015 5. Developer submission of detailed schedule of performance for the Development March 2, 2015 6. Developer receipt of financing commitments March 2, 2015 7. Community Workshop At least Sixty (60) days prior to DDA consideration by City Council and Authority Board 8. Authority and City Council consideration of DDA June 2015 or One - Hundred and Eighty (180) days from Effective Date, unless extended pursuant to Section 1.2. 9. Execution of DDA 10. Developer application for Entitlements 11. City Council consideration of Entitlements 12. Conveyance of Site to Developer 13. Commencement of Construction 14. Completion of Construction 15. 100% occupancy of Development 14 of 15 B -1 December 2, 2014 Item # t .1 urj� 0 125 250 500 Feet Zoning / Location Map 15 of 15 ATTACHMENT B December 2, 2014 Item # I .-1