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Affordable Housing Transfer Agreement
RECORDING REQUESTED BY:
CITY CLERK
When Recorded Mail To:
CITY CLERK’S OFFICE
276 Fourth Avenue
Chula Vista, CA 91910
SPACE ABOVE FOR RECORDER’S USE ONLY
VILLAGE 8 EAST AFFORDABLE HOUSING TRANSFER AGREEMENT
THIS AFFORDABLE HOUSING TRANSFER AGREEMENT (“Agreement”) is entered into as of _____________, 2025, by and among HOMEFED VILLAGE 8, LLC, a Delaware limited liability company (“Village 8 West Owner ”), HOMEFED VILLAGE 8 E, LLC, a Delaware limited liability company (“Village 8 East Owner ”), and the CITY OF CHULA VISTA , a California municipal corporation (“City”), with reference to the following facts:
RECITALS
A. The Housing Element of the City of Chula Vista’s General Plan contains an affordable housing policy which requires that residential development with twenty (20) or more dwelling units provide a minimum of 10% of the total dwelling units for low and moderate income households, one-half of these units (5% of the total project) being designated to low income and the remaining five percent (5%) to moderate income households.
B. The Balanced Communities Affordable Housing Policy was codified, in amended form, as Chula Vista Municipal Code (“ CVMC”) Chapter 19.91 (Inclusionary Housing), pursuant to Ordinance 3572, adopted on May 28, 2024. CVMC Chapter 19.91 establishes that ten percent (10%) of each residential development of twenty (20) or more units be designated as affordable to low and moderate -income households, including five percent (5%) designated for low -income households and five percent (5%) for moderate-income households C. Village 8 West Owner and Otay Land Company, LLC, a Delaware limited liability company, and City entered into the Balanced Communities Affordable Housing Agreement [Otay Ranch Village Eight West] as of August 4, 2020 (Document 2020 -0776213) (“Village 8 West Affordable Housing Agreement”) regarding the property known as Otay Ranch Village 8 West, as more particularly described in Exhibit “B” to the Village 8 West Affordable Housing Agreement.
D. On October 29, 2018 , Otay Land Company, LLC transferred its interest in Village 8 West to Village 8 West Owner. The City has provided its consent to the transfer in accordance
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Affordable Housing Transfer Agreement
with Section 12.m. of the Village 8 West Affordable Housing Agreement. Village 8 West Owner is now solely responsible for fulfilling the Affordable Housing Obligation as defined in the Village 8 West Affordable Housing Agreement.
E. As permitted under Section 2(a)(3) of the Village 8 West Affordable Housing Agreement, Village 8 West Owner advised City that it is exercising the option to meet the Village 8 West remaining affordable obligation to provide 68 Moderate-Income units within Village 8 East (“Transferred Affordable Housing Obligation”), and the Village 8 East Owner is required to enter into a Transfer Agreement that obligates the Village 8 East Owner to satisfy the Transferred Affordable Housing Obligation.
F. On December 2, 2014, the City approved the Otay Ranch Village 8 East Sectional Planning Area Plan (“Village 8 East SPA Plan”) for the Project by Resolution Number 2014-235 as modified on February 18, 2020, pursuant to Resolution No. 2020-036 and as modified on May 14, 2024, pursuant to Resolution No. 2024 -082. On May 14, 2024, the City also approved the Otay Ranch Village 8 East Affordable Housing Program and the Tentative Map for Otay Ranch Village 8 East, Chula Vista Tract No. 22-005 (“Village 8 East Tentative Map”).
G. Condition Number 28 of Resolution No. 2024 -082 requires that Village 8 East Owner enter into an affordable housing agreement with the City for purposes of further implementing the affordable housing obligation for the Projec t, as such affordable housing obligation is defined in the Affordable Housing Program portion of the SPA Plan, prior to approval of the first Final Map for Village 8 East. The SPA Plan further requires that the affordable housing agreement be in accordance with the Chula Vista Housing Element, the Ranch Wide Affordable Housing Plan and the Village 8 East Affordable Housing Program. The SPA Plan authorizes the construction of approximately 3,276 residential units within the Project, with a requirement for f ive percent of these units being designated for low -income households and five percent for moderate -income households, amounting to 164 low-income and 164 moderate-income units at the above approved build-out; however, the Affordable Obligation may change based upon final build -out of the Project.
H. Consistent with Policy 3.4 of the City’s Housing Element of the General Plan, the City has determined that the unique conditions for the development of Village 8 West provide an unreasonable hardship for the construction of the Transferred Affordable Housing Obligation within said Village. The City finds that such new construction of units would present an “unreasonable hardship to the developer” in light of such factors as the difficulty in integrating due to significant price and product disparity.
I. Village 8 East Owner owns the property known as Village 8 East and is an affiliate of Village 8 West Owner.
J. Village 8 West Owner has developed the Village 8 West affordable housing units other than the Transferred Affordable Housing Obligation, as set forth in the Village 8 West Affordable Housing Agreement, and therefore, the entering into this Agreement satisfies all of the affordable housing obligations under the Village 8 West Affordable Housing Agreement.
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Affordable Housing Transfer Agreement
K. The City finds that the public interest would be served by allowing the Transferred Affordable Housing Obligation to be produced or operated within Village 8 East based upon: (1) proximity to public transit; (2) proximity to employment; (3) proximity to services and entertainment; and (4) proximity to the proposed University, which would provide access to university services for the residents and affordable units for students and faculty. Additionally, the provision of the Transferred Affordable Housing Obligation within Village 8 East will not be significantly detrimental to achieving balanced residential communities and will provide at a minimum the equivalent number of required affordable units with comparable rent and occupancy restrictions.
L. Village 8 East Owner, Village 8 West Owner and City wish by this Agreement to assure the satisfaction of the Village 8 West Transferred Affordable Housing Obligation, on the terms described below.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION , receipt of which is hereby acknowledged, City, Village 8 West Owner and Village 8 East Owner agree as follows:
1. Definitions. Unless otherwise indicated, for purposes of this Agreement, the following terms shall have the following meanings:
a. “Affordable H ousing Cost ” shall have the meaning set forth in CVMC Section 19.91.030.
b. “Affordable Rent ” shall have the meaning set forth in CVMC Section
19.91.030.
c. “Affordable Unit ” means a unit restricted at an Affordable Rent or Affordable Housing Cost to persons or families of low or moderate income, as defined in California Health and Safety Code Section 50093.
d. “Low Income Household ” has the meaning set forth in California Health and Safety Code Section 50079.5.
e. “Low Income Unit ” means a housing unit which is restri cted at an Affordable Rent or Affordable Housing Cost to a Low Income Household. f. “Moderate Income Household” shall have the same meaning as “persons and families of moderate income” in California Health and Safety Code Section 50093. g. “Moderate Income Unit ” means a housing unit which is restricted at an Affordable Rent or Affordable Housing Cost to a Moderate Income Household.
2. Village 8 East Affordable Housing Obligations. Village 8 East Owner’s obligation for Affordable Units arising out of the development of Village 8 East shall be the following:
a. Moderate Income Units. Village 8 East Owner’s obligation with regard to Moderate Income Units shall be five percent (5%) of the total number residential units built on the Property (the “Moderate Income Housing Obligation”).
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Affordable Housing Transfer Agreement
b. Low Income Units. Village 8 East Owner’s obligation with regard to Low Income Units shall be five percent (5%) of the total number residential units built on the Property (the “Low Income Housing Obligation”).
c. Transferred Affordable Housing Obligation. In addition to the above obligations arising out of the development of Village 8 East, Village 8 East Owner hereby assumes the Village 8 West Transferred Affordable Housing Obligation of 68 additional Moderate Income Units. If Village 8 West ultimately includes less than 2,334 residential units, then the Village 8 West Transferred Affordable Housing Obligation will be adjusted to reflect the decrease in the Village 8 West Affordable Housing Obligation , as set forth in the Village 8 West Affordable Housing Agreement. Concurrently with the execution of this Agreement, Ci ty agrees to execute and acknowledge recordable documents sufficient to terminate the Village 8 West Affordable Housing Agreement and the Affordable Housing Transfer Agreement dated as of December 6, 2016, and recorded in the Official Records as Document No. Document No. 2016-0700047. d. The Low-Income Housing Obligation, the Moderate Income Housing Obligation, and the Village 8 West Transferred Affordable Housing Obligation shall be collectively referred to as the “Village 8 East Affordable Housing Obligation.”
3. Transfer and Satisfaction of Affordable Housing Obligation. a. Transfer of Obligation. The Transferred Affordable Housing Obligation is hereby transferred to Village 8 East. Village 8 East Owner shall satisfy the Village 8 West Transferred Affordable Housing Obligation in connection with the development of Village 8 East (the “Project”) as described below.
b. Village 8 East Affordable Housing Agreement . Prior to or concurrently with the approval of the first final subdivision map covering a residentially -zoned portion of the Project that would permit residential development without a further subdivision map (the “ First Residential Map ”), Village 8 East Owner and City shall enter into an Affordable Housing Agreement (the “Village 8 East Affordable Housing Agreement ”) regarding (i) the Transferred Affordable Housing Obligation, and (ii ) the Low-Income Housing Obligation and the Moderate Income Housing Obligation.
The Village 8 East Affordable Housing Agreement shall be consistent with the terms and conditions contained herein and the adopted Affordable Housing Programs of the appropriate GDP and SPA documents, all of which are incorporated herein by this reference. The Village 8 East Affordable Housing Agreement shall be filed and recorded as a restriction on all residentially-zoned portions of Village 8 East as designated in the applicable SPA Plan, and those portions of Village 8 East not designated as residential in the applicable SPA Plan shall be released from this Agreement and any affordable housing obligation
4. Duty to Implement Affordable Housing Program. Village 8 East Owner shall cause all affordable units developed pursuant to this Agreement and the Village 8 East Affordable Housing Agreement, including the Transferred Affordable Housing Obligation, to be developed, marketed, rented/sold in accordance with the City’s goals, policies and programs, including but not limited to the Housing Element of the General Plan, the Consolidated Plan, and the Affordable
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Affordable Housing Transfer Agreement
Housing Program Implementation Guidelines, as they may be adopted and amended from time to time, the terms and conditions of which are hereby incorporated by this reference; provided, however, that nothing shall increase the number or change the mix of affordable housing units comprising the Village 8 East Affordable Housing Obligation..
5. General Provisions.
a. Authority of Signatories. The individuals signing this Agreement on behalf of the City warrant that (i) he or she is duly authorized to sign and deliver this Agreement on behalf of the City in accordance with a duly adopted resolution of the City Council of the City and (ii) this Agreement is binding upon the City in accordance with its term s. Village 8 East Owner and Village 8 West Owner warrants that each individual signing this Agreement on their behalf (i) is duly authorized to sign and deliver this Agreement on their behalf, and (ii) this Agreement is binding upon the company in accordance with its terms.
b. Successors. All terms of this Agreement will be binding upon and inure to the benefit of the parties and their respective affiliates, administrators or executors, successors, and assigns. Village 8 East Owner hereby subjects the residential land within the Project to the covenants, reservations and restrictions set forth in this Agreement. The Village 8 East Owner and the City hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Village 8 East Owner ’s successors in title to the Project; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying residential land within the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenant s, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments.
c. Governing Law/Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought in Federal or State courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement and performance thereunder shall be the City of Chula Vista. d. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.
e. Modifications. No modification, waiver or discharge of this Agreement will be valid unless the same is in writing and signed by the parties to this Agreement. f. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. g. Attorney’s Fees and Costs . If either party commences litigation for the judicial interpretation, reformation, enforcement or rescission hereof, the prevailing party will be
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Affordable Housing Transfer Agreement
entitled to a judgment against the other for an amount equal to reasonable attorney’s fees and court costs incurred. The “prevailing party” shall be deemed to be the party who is awarded substantially the relief sought.
h. Exhibits. All exhibits referred to in this Agreement are attached, and are a part of, this Agreement.
i. Captions. Captions in this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement. j. Recording. The parties hereto shall cause this Agreement to be recorded in the Official Records of the County of San Diego.
k. No Third Party Beneficiary . No claim as a third -party beneficiary under this Agreement by any person, corporation or any other entity, shall be made valid against Village 8 East Owner or City, except that Village 3 Owner is a third party beneficiary to the extent that this Agreement satisfies the Transferred Affordable Housing Obligation. l. Incorporation of Recitals . The recitals set forth herein are part of this Agreement.
m. Assignment. The rights and obligations of Village 8 East Owner under this Agreement shall not be assigned in whole or apart, without the expre ss written consent of the City’s Development Services Director, in the Director’s sole discretion and whose consent shall not be unreasonably withheld or delayed. Any unapproved assignment shall be null and void.
Signature Page to
Village 8 East Affordable Housing Transfer
Agreement
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date first set forth above.
VILLAGE 8 WEST OWNER:
HOMEFED VILLAGE 8, LLC, a Delaware
limited liability company
By:
Title
VILLAGE 8 EAST OWNER:
HOMEFED VILLAGE 8E, LLC, a
Delaware limited liability company
By:
Title
CITY OF CHULA VISTA
By:
Title
APPROVED AS TO FORM:
By:
Title
[INSERT LATEST ACKNOWLEDGEMENT FORM HERE]
[INSERT LATEST ACKNOWLEDGEMENT FORM HERE]
[INSERT LATEST ACKNOWLEDGEMENT FORM HERE]
Exhibit A
Map of Village 8 East
Exhibit B
Legal Description
Village 8 East
PARCELS 1 AND 2 OF PARCEL MAP NO. 21215, IN THE CITY OF CHULA VISTA,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY JANUARY 29, 2015.