Item 5.10 – Revised 8/22/2022
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Chula Vista
276 Fourth Avenue
Chula Vista CA 91910
Attn: City Clerk
No fee for recording pursuant to
Government Code Section 27383
(Space above for Recorder's Use)
FIRST AMENDMENT TO
BALANCED COMMUNITIES AFFORDABLE HOUSING AGREEMENT
[OTAY RANCH VILLAGE 3]
THIS FIRST AMENDMENT to the Balanced Communities Affordable Housing Agreement [Otay Ranch Village 3] ("Affordable Housing Agreement Amendment") is entered into on the _______ day of ______________, 2022 ("Effective Date"), by and between the City of Chula Vista, a California municipal corporation, ("City") and HomeFed Village III Master, LLC, a Delaware limited liability company and Homefed Otay Land II, LLC, a Delaware limited liability company, a Delaware limited liability company (collectively referred to as "Developer").
City and Developer may be referred to herein individually as “Party” and collectively as “Parties.”
RECITALS
WHEREAS, City and HomeFed Village III Master, LLC entered into Balanced Communities Affordable Housing Agreement [Otay Ranch Village 3] dated December 6, 2016, recorded December 21, 2016, as Document No. 2016 -0700046 of Official Records, County of San Diego, State of Califo rnia (" Affordable Housing Ag reement”), which has also been the subject of a transfer agreement also dated December 6, 2016, and filed December 6, 2026; and
WHEREAS, on June 15 , 2021, City approved the Village 3 and a Portion of Village 4 Sectional Plann ing Area ( “SPA”) Amendment (“project”) by Resolution No. 2021 -122 of the City Council which authorized amendments to the land use designations with in neighborhoods R-6, R-19 and R-20, resulting in an increase in the number of residential units planned for the project; and
WHEREAS, the Affordable Housing Agreement provides that Developer’s affordable housing obligation to provide 64 units for low income households and 64 units fo r moderate income households will be modified if Developer builds in excess of 1,270 units within the project; and
WHEREAS, based on the inc rease in the number of residential units planned for the Item 5.10 – Revised 8/22/2022
project described above, Developer is requir ed to provide a total of 38 additional units as follows: 19 additional units for low income households and 19 additional units for moderate income households (“Remaining Village 3 Affordable Housing Obligation”); and
WHEREAS, Homefed Otay Land II, LLC , a Delaware limited liability company (“Village 8 East Owner ”), owns Village 8 East, as described in Exhibi t “A” attached hereto (“Homefed Otay Land II Property”); and
WHEREAS, Section 11(e) of the Affordable Housing Agreement (“Release”) provides that, upon the recordation of a City-approved Regulatory Agreement imposing affordable housing covenants, t he Affordable Housing Agreement shall no longer be applicable to the project to the extent of the obligati ons set forth in such Regulatory Agr eement and the recordation of a Regulatory Agreeme nt shall operate to automatically release the Projec t from the terms of the Affordabl e Housing Agreement to the extent of the obligations set forth in such Regulatory Agreement; and
WHEREAS the Parties thereto wish to amend the Affordable Housing Agreement as provided herein.
NOW THEREF ORE, by Agreement of the parties hereto, the A ffordable Housing Agreement is hereby amended as follows:
Section 1. Amendments to Affordable Housing Agreement
A. HomeFed Village III Master, L LC, and City agree that Homefed Otay Land II, LLC, shall be a party to the Affordable Hous ing A greement to t he extent provided for in this Affordable Housing Agreement Amendment . Homefed Otay Land II, LLC, agrees to be a Party to the Agreeme nt, as amended, and to also undertake all the terms required under this Amendment.
B. Section 1.d. “Developer’s Affordable Housing Obligation” is revised to provide that, in addition to Developer’s affordable housing obligatio n to provide 64 units for low income households and 63 units for moderate income households, under the Affordable Housing Agreement, Developer shal l satisfy the Remaining Village 3 Affordable Housing Obligation to provide an addit ional 38 units as follows: 19 units for moderate income households and an additional 19 units for low income households.
C. Section 2.a.1. “Village 3 Regulatory Agreement required” shall be revised to read as follows:
Prior to issuance of the first Final Map i n Otay Ranch Village 3, this Agreement or a Regulatory Agreement shall be duly executed by the city and all property owner(s) of the Project and recorded against the Project. C urrently, 1,638 units may be built in Otay Ranch Village 3, with a correspondin g number of 164 affordable housing units, 82 units for low inc ome households and 82 units for moderate income households. While approved for 1,638 units, consisting o f 164 affordable units, as set forth above, Developer’s most recent maps for the Project s how that it is expe cted to build 1,632 Item 5.10 – Revised 8/22/2022
units, with a corr esponding af fordable housing obligation of 164 affordable housing units, 82 units for low income households and 82 units for moderate income households.
Should Developer buil d in excess of 1,632 units, then its afford able housing obligation shall be modified accordingly, as set forth in paragraph 5 [Additional Affordable Housing Units] below.
Section 2. Transfer Agreement
A. Consistent with Section 5.b of the Affordable Hou sing Agreement, Developer may provide for some of the Low and/or Moder ate-Income Housing units associated with the Project to be produced or operated at a site other than within Otay Ranch Village 3, also known as an Off-Site Alternative. Accordingly, Developer shall transfer the Otay Ranch Village 3 Remaining Affordable Housing Obligation of a t otal of 38 affordable units, consisting of 19 units for low income households and 19 units for moderate income households to Otay Ranch Village 8 East.
B. A Transfer Agreement shall be exec uted by the City and Developer and Otay Ranch Village 8 East Owner concurrently with the execution of this First Amendment and said Transfer Agreement recor ded against the portion of Otay Ranch Village 8 East owned by Otay R anch Village 8 East Owner. With such Tran sfer Agreement , the Otay R anch Village 8 East Owner shall be obligated to build those transferred affordable units within Otay Ranch Village 8 East in addition to any other affordable housing obligation for Otay Ranch Village 8 East is otherwise required to produce.
C. The Transfer Agreement satisfies the Otay Ranch Village 3 Remaining Affordable Housing Obligation with respect to the Transferred Affordable Housing Obligation. If the Developer determines that it is feasible to provide some or all of the T ransferred Affordable Housing Obligation within Otay Ranch Village 3 itself, the Developer may elect to provide such affordable units within Otay Ranch Village 3. In such case, the Transferred Affordable Housing Obligation w ill be reduced by those number of a ffordable units prov ided within Otay Ranch Village 3.
D. Prior to or concurrent with the approval of the first final subdivision map coveri ng a residentially-zoned portion of Otay Ranch Village 8 East Owner’s Proper ty in Otay Ranch Village 8 East which would permit residential development without a furthe r subdivision map (the “First Residential Map”), Otay R anch Village 8 East Owner a nd City shall enter into an affordable housing agreement (the “Villa ge 8 Affordable Housing Agreement”) re garding (i) 19 units for low income households and 19 units for moderate income households resulting from the Transferred Affordable Housing Obligation, and (ii) the affordable housing obligation arising out of the developmen t of Otay Ranch Village 8 East (the “Village 8 Affo rdable Housing Obligation”).
Section 3. Release
A. Pursuant to Sect ions 11(a) and (e) of the Affordable Housing Agre ement and upon approval and execution of the Village 8 East Transfer Agreement, City hereby releases Village 3 Owner from its obligation to provide Remaining Village 3 Affordable Housing Obligation.
Item 5.10 – Revised 8/22/2022
Section 4. Miscellaneous
A. Except as expressly provided herein, all other terms and conditions of the Affordable Housing Agreement shall remain in full force and effect.
B. Each Party represents that it has ful l right, powe r and authority to execute this Affordable Housing Agreement Amendment and to perform its obligat ions hereunder, without the need for any further acti on under its governing instruments, and the parties e xecuting this Affordable Housing Agreeme nt Amendment on the behalf of such party are duly authorized agents with authority to do so.
C. This Affordable Housing Agreement Amendment may be executed in counte rparts, each of which shall be deemed an original , but all of which shall constitute one Affordable Housing Agreement Amendment after each Party has signed such a counterpart.
D. The captions and heading of this Affordable Housing Agreement Amendment are for convenience only and shall not define or limit the provisions hereof.
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Item 5.10 – Revised 8/22/2022
SIGNATURE PAGE TO
FIRST AMENDMENT TO
BALANCED COMMUNITIES AFFORDABLE HOUSING AGREEMENT
[OTAY RANCH VILLAGE 3]
For Village 3, HOMEFED VILLAGE I II
MASTER, L LC, a Delaware limited liability
company:
CITY OF CHULA VISTA, a California
charter city and municipal corporation:
BY:_______________________________
NAME:_______________
ITS:___________________________
BY:________________________________
Maria Kachadoorian
City Manager
_______________________________
For Village 8 Eas t, HOMEFED OTAY
LAND II, LLC, a Delaware Limited Liability
Company:
ATTEST:
BY:_______________________________ BY:________________________________ NAME:_______________ Kerry Bigelow
ITS:___________________________ City Clerk
APPROVED AS TO FORM:
BY:_______________________________
Glen R. Googins
City Attorney
Item 5.10 – Revised 8/22/2022
EXHIBIT A
Legal Description of the Homefed Otay Land II Property
LEGAL PER TM - TO BE CONFIRMED BY HUNSAKER
Item 5.10 – Revised 8/22/2022
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of San Diego )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of San Diego )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature