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Res H-17-02RESOLUTION NO, H-17-02 A RESOLUTION OF THE POWAY HOUSING AUTHORITY, APPROVING AN EXCLUSIVE NEGOTIATION AGREEMENT WITH MERIDIAN DEVELOPMENT, LLC AND SUDBERRY PROPERTIES, INC. FOR HOUSING AUTHORITY PARCELS BEARING ASSESSOR'S PARCEL NUMBERS 317-472-01 AND 317-472-06 WHEREAS, the Poway Housing Authority (the "Authority") is the fee title owner of two (2) parcels comprising approximately 2.91 acres of real property generally located at 13021 and 13031 Poway Road and bearing Assessor's Parcel Numbers 317-472-01 and 317-472-06 (the "Housing Authority Parcels"), in the City of Poway, County of San Diego, State of California; WHEREAS, the City of Poway (the "City") is the fee title owner of one (1) parcel comprising approximately 1.54 acres of real property generally located at 13100 Poway Road and bearing Assessor's Parcel Number 317-101-06 (the "City Parcel"), in the City of Poway, County of San Diego, State of California; WHEREAS, the Housing Authority Parcels and the City Parcel are collectively referred to as the Properties, and are identified the Vicinity Map, which is included as "Exhibit A" to this Resolution. WHEREAS, in April 2017, the City released a Request for Qualifications/Proposals (RFQ/P) to identify a developer to acquire and develop City, Housing Authority (HA), and/or Successor Agency to the Poway Redevelopment Agency ("SA") owned properties within the Town Center area; WHEREAS, the City received four responses to the RFQ/P; WHEREAS, the City interviewed all four firms that responded to the RFQ/P; WHEREAS, after the interview process, two firms were asked to submit term sheets further detailing their development concepts for the properties; WHEREAS, after evaluating the term sheets, City staff determined that the development team comprised of Meridian Development, LLC and Sudberry Properties, Inc. (collectively, the "Developers") were the most qualified respondents based upon their collective residential and commercial development experience in the San Diego regional market; WHEREAS, the next step in the process to acquire and develop the Properties involves entering into an Exclusive Negotiation Agreement (Agreement) between the City and the Authority (collectively, the "Owners") and the Developers (collectively, the "Parties"); Resolution No. H-17-02 Page 2 WHEREAS, the Agreement will allow for the negotiation of a Disposition and Development Agreement ("DDA") between the Owners and the Developers which will enable the City to ensure a unified development on the Properties that is consistent with the goals and objectives of the recently adopted Poway Road Specific Plan; WHEREAS, the Parties contemplate that this Agreement may include any other properties acquired by the City, including properties owned by the SA, located adjacent to the City Parcel and the Housing Authority Parcels, and specifically parcels bearing Assessor's Parcel Numbers 317-472-12, 317-472-18, 317-472-23, 317-472-24 and 317- 472-25 comprising approximately 3.39 acres (the "Successor Agency Parcels"); WHEREAS, it is anticipated that the City will acquire the Successor Agency Parcels during the term of this Agreement and, if acquired by the City, the Successor Agency Parcels will be included in the definitions of "City Parcel" and "Properties," herein; WHEREAS, the Owners are interested in selling the Properties to the Developers for the purpose of developing a for -sale and/or for rent residential housing project with secondary retail and office uses (the "Project"); WHEREAS, the Project's intended development is part of the City's efforts to revitalize dormant properties along Poway Road and maintain a vibrant and expanding group of businesses in the City to promote economic development and employment opportunities for its residents; WHEREAS, recent changes in redevelopment law and the allocation of property tax revenues between municipalities and the State of California require the public and private sectors to consider new and innovative structures to promote redevelopment in order to realize significant public benefits in the form of increased revenues and employment opportunities, and to continue in efforts to prevent or eliminate blight in the community; WHEREAS, the Owners and the Developers desire to enter into the Agreement to: (1) negotiate in good faith as to the development of the Project on the Property; (2) outline the Project description and design; (3) conduct due diligence on the economic viability of the Project; (4) prepare separate DDAs for the City Parcel and for the Housing Authority Parcels for consideration by the Agency and the City; (5) determine if and how the City can promote the economic sustainability of the Project; and (6) determine what, if any, modifications may be necessary and appropriate to the Project to improve its viability as a vital business enterprise in the City; WHEREAS, the Owners anticipate that following execution of the Agreement, and through the period of negotiation and preparation of the DDAs, the Owners, as well as certain consultants and attorneys for the Owners, will devote substantial time and effort in reviewing documents, proposals, and plans, and meeting with the Developer, each other, and other necessary parties; and Resolution No. H-17-02 Page 3 WHEREAS, the Owners acknowledge that the Developers will also expend substantial time and resources hereunder and the Parties are willing to engage in these activities, subject to the terms and conditions set forth in the Agreement. NOW, THEREFORE, BE IT RESOLVED by the Poway Housing Authority as follows: Section 1: The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2: The Board of the Poway Housing Authority has received and heard all oral and written objections to the proposed Agreement, and to other matters pertaining to this negotiation, and (finding such objections to be without merit) all such oral and written objections are hereby rejected. Section 3: The Board of Poway Housing Authority hereby approves the execution of an Exclusive Negotiation Agreement with Meridian Development, LLC and Sudberry Properties, Inc. for the conveyance of the City Parcel to the Developers, substantially in the form as presented at this meeting, with such changes as may be approved by the City Manager and the City Attorney. Section 4: The Board Poway Housing Authority hereby authorizes and directs the Executive Director of the Housing Authority or designee to (i) take all actions and to execute any and all documents, instruments, and agreements necessary or desirable on behalf of the Housing Authority, as approved by the Executive Director and Housing Authority legal counsel, including, without limitation, extensions of the Exclusive Negotiation Agreement and including the Successor Agency Parcels as a part of the Agreement, and to effectuate all other actions approved by this Resolution, including, without limitation, approving changes, implementations, or revisions to documents, instruments, and agreements as determined necessary by the Executive Director or designee and approved by Housing Authority legal counsel, and (ii) administer the Housing Authority's obligations, responsibilities, and duties to be performed pursuant to this Resolution and all documents, instruments, and agreements required by and for the Exclusive Negotiation Agreement for the Properties. Section 5: If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, then such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Poway Housing Authority Board declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. Section 6: This Resolution shall take effect upon the date of its adoption. Resolution No. H-17-02 Page 4 PASSED, ADOPTED AND APPROVED by the Poway Housing Authority at a regular meeting this 19th day of December 2017. Steve Vaus, Chairman Poway Housing Authority ATTEST: Wnc N Tafel , CIVIC, Secretary Poway Housing Authority STATE OF CALIFORNIA ) ) SS COUNTY OF SAN DIEGO) I, Nancy Neufeld, Secretary of the Poway Housing Authority, do hereby certify under penalty of perjury that the foregoing Resolution No. H-17-02 was duly adopted by the Commissioners' at a meeting of said Housing Authority held on the 19th day of December 2017 and that it was so adopted by the following vote: AYES: CUNNINGHAM, GROSCH, MULLIN, LEONARD, VAUS NOES: NONE ABSENT: NONE DISQUALIFIED: NONE ���Nanc�e el�C C, Secretary Poway Housing Authority Resolution No. H-17-02 Page 5 Exhibit A Vicinity Map