ACTION:
____________________________
Clerk/Secretary
Department: City Manager Item No: PH1
Prepared by: Eric Bunge, Housing Program Manager Meeting Date: June 25, 2024 Approved by:
Imelda M. Huerta, Assistant City Manager
John Conley, City Manager Agenda Location: Public Hearing SUBJECT: APPROVAL OF A FUNDING COMMITMENT LETTER AND AN EXCLUSIVE NEGOTIATION
AGREEMENT FOR THE PURPOSE OF DEVELOPING AFFORDABLE HOUSING ON A CITY-OWNED SITE (APN 175-223-25-00)
RECOMMENDATION:
1. Open, conduct and close a public hearing to receive public testimony regarding approval of a Funding Commitment Letter and an Exclusive Negotiation Agreement.
2. Adopt Community Development Commission Resolution No. 2024- , approving a Funding Commitment Letter for 902 Vista Village Drive.
3.Adopt City Council Resolution No. 2024- , approving an Exclusive Negotiation Agreement for 902 Vista Village Drive.
CORRELATION TO CITY COUNCIL GOALS: Homelessness and Housing, Fiscal Responsibility, and A Cleaner, More Beautiful Vista.
PRIOR ACTION: On June 13, 2023, adopted City Council Resolution No. 2023-97 and 2023-98 declaring pursuant to Government Code Section 54221 that real property identified as 902 Vista Village Drive (APN 175-223-25-00) and APNs 175-221-28-00 and 175-221-29-00 are surplus land and not necessary for the City’s use, finding that such declaration is exempt from environmental review under the California Environmental Quality Act, and approving certain related actions (Vote:
5-0).
STATEMENT ON THE SUBJECT: On June 14, 2023, following the approval of City Council, the City issued two Notices of Availability (NOA), one for each site, to local public agencies and affordable housing sponsors that are on the California Department of Housing and Community Development (“HCD”) list in accordance with the California Surplus Land Act (“SLA”). In response to the NOA, the City received statements of interest from:
i)Wakeland Housing Development Corporation (“Wakeland”) and Tideline Partners (“Tideline”) on June 16, 2023; and
ii)National Core (“CORE”) and San Diego Community Housing Corporation (“SDCHC”) on June 22, 2023. No other statements of interest were received.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Opened, conducted, and closed the public hearing. Approved above recommendation and adopted the following: 1) Community Development Commission Resolution No. 2024-3. Vote: 4-0 (Green absent); 2) City Council Resolution No. 2024-124. Vote: 4-0 (Green absent)
MEETING DATE: June 25, 2024 PAGE 2
SUBJECT: APPROVAL OF A FUNDING COMMITMENT LETTER AND AN EXCLUSIVE NEGOTIATION
AGREEMENT FOR THE PURPOSE OF DEVELOPING AFFORDABLE HOUSING ON CITY- OWNED SITE (APN 175-223-25-00)
Both parties submitted timely responses proposing the development of multifamily affordable housing projects. Both parties confirmed their expertise and experience with respect to the development of affordable housing projects and both have previously demonstrated competency in developing affordable housing projects within the City of Vista. Staff, in collaboration with a consultant, analyzed proposals, asked follow- up questions and interviewed each entity.
Wakeland/Tideline was determined the most responsive as it proposed the development of a greater number of affordable housing units on each site. This decision is consistent with the provisions of California Government Code § 54227 (a) that govern the SLA. Letters were delivered to each party on January 25, 2024.
Staff congruently notified HCD of their decision and filed the proper forms on February 5, 2024. On March 5, 2024, HCD determined that the City met all the requirements under the SLA for the purposes of disposing of both properties.
Project Specifics: Since that time, City staff from the Housing and Planning Departments have held several meetings with the development team of Wakeland/Tideline to work toward finalizing project details for both sites. Below is a brief description of each proposed project:
i. Site 1) Location: 902 Vista Village Drive
a. It is proposed that approximately 56 Permanent Supportive Housing Units will be developed. This will be non-age specific and will house households from 0-60% of the Area Median Income (AMI).
b. Project description, site map and a list of on-site services can be found in Exhibit 5.
ii. Site 2) Location: 211 Palm Drive
a. It is proposed that approximately 70 affordable housing units will be developed. This will be a mix of 1 Bed + Studio units and be restricted to low-income Seniors (55+) ranging from 0-60% AMI. On-site services will be offered through the PACE program.
b. Project description, site map and a list of on-site services can be found in Exhibit 6.
A rendering for each project can be found in Exhibit 7. These are preliminary renderings with the purpose of providing a visual representation of how these sites can be transformed into meaningful affordable housing projects. These are not final iterations at this point.
Exclusive Negotiation Agreement (ENA): To continue to move each project forward and show a commitment, staff recommends the approval of an ENA for each site. An ENA for affordable housing is a legally binding contract between a developer or organization and a government entity or landowner. This agreement typically grants the developer exclusive rights to negotiate the lease terms and conditions for the development of affordable housing on a particular piece of land for a specified period. In essence, an ENA provides a structured framework allowing both parties to negotiate in good faith the terms and conditions of the project as they work toward the creation of an Affordable Housing and Regulatory Agreement. The ENA for 902 Vista Village Drive is included as Exhibit 4. An ENA for 211 Palm Drive will be brought back to City Council for its consideration at a later date.
Project Request: The developer is requesting $2.5 million to support the development at 902 Vista Village. The Community Development Commission of the City of Vista (Commission) is prepared to 06/25/2024 PH1 2 of 46
MEETING DATE: June 25, 2024 PAGE 3
SUBJECT: APPROVAL OF A FUNDING COMMITMENT LETTER AND AN EXCLUSIVE NEGOTIATION
AGREEMENT FOR THE PURPOSE OF DEVELOPING AFFORDABLE HOUSING ON CITY- OWNED SITE (APN 175-223-25-00)
contribute up to $2,000,000 toward this project. The funding request is a 55-year residual receipts Commission loan. The Commission's total cost per unit is $35,714, which is one-third of the region’s typical gap financing support per unit. This project would support the City in meeting its Regional Housing Needs Assessment (RHNA), align with the City's Strategic Plan to Address Homelessness, and support the City Council’s goals. The funding commitment letter is included as Exhibit 3 which includes the full terms and conditions of the agreement between the City and Wakeland/Tideline.
It is important to note that a funding letter from the City demonstrates local support and commitment to the project. It serves as a formal indication that the City is willing to allocate certain resources and/or funds to the development, which can strengthen the application and increase the project's chances of receiving the tax credit and other grants.
In addition, this letter is viewed as a funding commitment which satisfies a provision in the City of Vista’s Proposition “W” measure that was passed in 1980. This measure was passed by public vote and runs in tandem with Article XXXIV of the California Constitution. In general, Proposition “W” allows for the development, construction and acquisition of low rent housing projects without a public vote when the project(s) will be receiving City funds and provides no more than ninety-five (95) dwelling units per fiscal year on scattered sites. The units can be counted within that fiscal year when a project is approved to receive financial support from a public agency. Thus, these 56 units will be counted within fiscal year 2023/24.
FISCAL IMPACT: This letter has no fiscal impact on the budget at this time. This letter commits funding to Wakeland/Tideline for 902 Vista Village but will be programed at a later date upon the approval of an Affordable Housing Agreement. There is currently no funding commitment for 211 Palm Drive.
EXHIBITS:
1.Community Development Commission Resolution No. 2024- , approving a Funding Commitment Letter for 902 Vista Village Drive
2.City Council Resolution No. 2024- , approving an Exclusive Negotiation Agreement for 902 Vista Village Drive
3.Letter of Funding Commitment for 902 Vista Village Drive
4.Exclusive Negotiation Agreement for 902 Vista Village Drive
5.Full project details for 902 Vista Village Drive
6.Full project details for 211 Palm Drive
7.Preliminary Architectural Renderings for both sites
06/25/2024 PH1 3 of 46
00029213 7
RESOLUTION NO. 2024-
A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF VISTA, CALIFORNIA, APPROVING A FUNDING COMMITMENT LETTER FOR 902 VISTA VILLAGE DRIVE
The Community Development Commission does resolve as follows:
1. Findings. The Community Development Commission hereby finds and declares the following:
A. On June 13, 2023, the City Council adopted Resolution No. 2023-97 declaring that one parcel of real property located along Vista Village and Palm Drives was surplus land and not necessary for the City’s use.
B. The City issued a Notices of Availability (NOA) for 902 Vista Village Drive to local public agencies and affordable housing sponsors that are listed by HCD’s in accordance with the California Surplus Land Act (“SLA”). In response to the NOA, the City received statements of interest from:
1. Wakeland Housing Development Corporation (“Wakeland”) and Tideline Partners (“Tideline”) on June 16, 2023; and
2. National Core (“CORE”) and San Diego Community Housing Corporation (“SDCHC”) on June 22, 2023.
C. It was determined that Wakeland/Tideline was the most responsive as it proposed a development with a greater number of affordable housing units than CORE/SDCHC.
This decision is consistent with the provisions of California Government Code § 54227 (a) that govern the Surplus Land Act. Letters, informing each party of the City’s determination, were delivered on January 25, 2024.
D. Staff congruently notified the Department of Housing and Community Development (HCD) of their decision and filed the proper forms on February 5, 2024. On March 5, 2024, HCD determined that the City had met all the requirements under the SLA for the purposes of disposing of this property.
E. City staff, from the Housing and Planning Departments, held several meetings with the development team of Wakeland/Tideline to work toward finalizing project details. This development will include approximately 56 permanent supportive housing units serving households with 0-60% of the area median income (AMI) and be non-age specific.
F. The parties have reached a point to where a funding commitment letter is needed to support the project. A funding commitment letter will allow Wakeland/Tideline to begin applying for other funding sources such as tax credits, state grants, county programs, etc.
G. A funding letter from the City demonstrates local support and commitment to the project. It serves as a formal indication that the City is willing to allocate certain resources and/or funds to the development, which can strengthen the application and increase the project's chances of receiving tax credits and grants.
06/25/2024 PH1 4 of 46
EXHIBIT 1
RESOLUTION NO. 2024-
COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA
PAGE 2
00029213 7EXH 1 - 2024 Resolution Funding Committment Letter.docx H. A funding letter issued by the City will be viewed as a funding commitment and will satisfy the City of Vista’s Proposition “W” measure that was passed in 1980. This measure was passed by public vote and runs in tandem with Article XXXIV of the California Constitution.
In general, Proposition “W” allows for the development, construction and acquisition of low rent housing projects without a public vote when the project(s) will be receiving City funds and provides no more than ninety-five (95) dwelling units per fiscal year on scattered sites. The units can be counted within that fiscal year when a project is approved to receive financial support from a public agency. Thus, these 56 units will be counted within fiscal year 2023/24.
2. Action.
A. The Community Development Commission finds that a funding commitment letter for the proposed affordable housing project located at 902 Vista Village Drive is warranted.
B. The Community Development Commission authorizes its Executive Director, or his/her designees, to execute the Commitment Letter Regarding Certain Financial Assistance by the City of Vista or the Community Development Commission of the City of Vista, consisting of a Loan Sourced from Housing Asset Funds, for the Proposed Construction and Operation of a New Affordable Rental Housing Project (56 Units) on a site designated as APN 175-223-25-000 known as 902 Vista Village Drive in the City of Vista, California .
3. Adoption. PASSED AND ADOPTED at a meeting of the Community Development Commission of the City of Vista held on June 25, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, COMMISSION COUNSEL
By:
APPROVED
Walter C. Chung
20240619085715
JOHN B. FRANKLIN, CHAIRPERSON
ATTEST:
KATHY VALDEZ, SECRETARY
By:
06/25/2024 PH1 5 of 46
00029213 7
RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING AN EXCLUSIVE NEGOTIATION
AGREEMENT FOR 902 VISTA VILLAGE DRIVE
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. On June 13, 2023, the City Council adopted Resolution No. 2023-97 declaring that parcel of real property located along Vista Village and Palm Drives were surplus land surplus land and not necessary for the City’s use.
B. The City issued a Notices of Availability (NOA) for this parcel, 902 Vista Village Drive (APN 175-223-25-00), to local public agencies and affordable housing sponsors that are listed by HCD’s in accordance with the California Surplus Land Act (“SLA”). In response to the NOA, the City received statements of interest from:
1. Wakeland Housing Development Corporation (“Wakeland”) and Tideline Partners (“Tideline”) on June 16, 2023; and
2. National Core (“CORE”) and San Diego Community Housing Corporation (“SDCHC”) on June 22, 2023. No other statements of interest were received.
C. It was determined that Wakeland/Tideline was the most responsive because it proposed the development of a greater number of affordable housing units than CORE/SDCHC.
This decision is consistent with the provisions of California Government Code § 54227 (a) that govern the Surplus Land Act. Letters were delivered to each party on January 25 th, 2024.
D. Staff congruently notified the Department of Housing and Community Development (HCD) of their decision and filed the proper forms on February 5th. On March 5th, HCD determined that the City met all the requirements under the SLA for the purposes of disposing of this property.
E. City staff, from the Housing and Planning Departments, held several meetings with the development team of Wakeland/Tideline to work toward finalizing project details. This development will be approximately 56 Permanent Supportive Housing Units serving households from 0-60% of the Area Median Income (AMI) and be non-age specific.
F. Both Parties reached a point where they wish to enter into an Exclusive Negotiation Agreement (ENA). This document aims to facilitate discussions for drafting an Affordable Housing Agreement (or a similar agreement) as well as a Regulatory Agreement which come back to Council for approval at a later date.
G. An ENA for affordable housing is a legally binding contract between a developer or organization and a government entity or landowner. This agreement typically grants the developer or organization exclusive rights to negotiate terms for the development of affordable housing on a particular piece of land for a specified period. In essence, an ENA provides a structured framework allowing both parties to negotiate in good faith the terms and conditions of 06/25/2024 PH1 6 of 46
EXHIBIT 2
RESOLUTION NO. 2024-
CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 2
00029213 7EXH 2 - 2024 Resolution ENA for 902 Vista Village.docx the project as they work toward the creation of an Affordable Housing and Regulatory Agreement.
2. Action.
A. The City Council finds that an Exclusive Negotiation Agreement by and among the City of Vista, Wakeland Housing Development Corporation and Tideline Partners for 902 Vista Village Drive is appropriate at this time.
B. The City Council authorizes the Mayor to execute the Exclusive Negotiation Agreement by and among the City of Vista, Wakeland Housing Development Corporation and Tideline Partners for 902 Vista Village Drive.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 25, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20240619100754
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
06/25/2024 PH1 7 of 46
June 25, 2024
Wakeland Housing & Development Company
Attention: Rebecca Louie, President & CEO
1230 Columbia Street, Suite 950
San Diego, CA 92101
Re: Commitment Letter regarding Certain Financial Assistance by the City of Vista or the Community Development Commission of the City of Vista, consisting of a Loan Sourced from Housing Asset Funds, for the Proposed Construction and Operation of a New Affordable Rental Housing Project (56 Units) on a site designated as APN 175-223-25-000 known as 902 Vista Village Drive in the City of Vista, California
Dear Ms. Louie:
This Commitment Letter (this “Commitment Letter”) sets forth the basic terms under which the City of Vista (“City”) and the Community Development Commission of the City of Vista (“Commission”) are prepared to proceed with a ground lease by City under a comprehensive affordable housing agreement and the provision of a loan by the Commission, more particularly described below, in connection with the development of that property designated as APN 175-223-25-000 known as 902 Vista Village Way consisting of approximately 0.45 acres (the “Site”) located within the corporate limits of the City. This Commitment Letter will expire on June 24, 2025 (the “Letter Expiration Date”), at which time the terms set forth herein will be null and void unless sooner extended by the City Manager of the City (the “City Manager”) which the City Manager acting in his/her sole and absolute discretion and the Executive Director of the Commission (the “Executive Director”) with the Executive Director acting in his/her sole and absolute discretion. in addition if prior to the Letter Expiration Date a comprehensive affordable housing agreement among City, Commission and Wakeland Housing & Development Company, a California nonprofit public benefit corporation (“Wakeland”) which delineates in greater detail provisions concerning the financing, planning, operation (including without limitation detailed plans for the delivery of services in connection with permanent supportive housing, and development of affordable rental housing units on the Site (an “Affordable Housing Agreement” or “AHA”), this Commitment Letter shall be superseded by and shall terminate as of the date the City approves the AHA.
The Site was acquired previously by the City. The City previously designated the Site as surplus and conducted a process to elicit proposals for the development of affordable rental housing. Of the proposals received by City for the development of affordable rental housing on the Site, the September 29, 2023 proposal by Wakeland (the “Original Proposal”) included provision for the greatest number of affordable housing units to made available at affordable rent to housings having incomes consistent with selection criteria under the Surplus Land Act and associated guidelines (the “SLA Requirements”). The Housing and Community Development Department of the State of California (“HCD”) reported by its letter dated as of March 4, 2024 that the City had successfully met the SLA Requirements. 06/25/2024 PH1 8 of 46
EXHIBIT 3
Basic elements of the proposal that has been made by Wakeland to City and Commission include the Original Proposal and various adjustments as follows:
a) subject to the satisfaction of conditions precedent to be encompassed in an AHA, the Commission will fund a loan of up to One Million Five Hundred Thousand Dollars ($2,000,000.00)(the “Commission Loan Amount”); it is contemplated that the loan by the Commission (the “Commission Loan”) will be made from moneys in the Commission’s Low and Moderate Income Housing Asset Fund;
b) the loan would be for a term of fifty five (55) years and carry an interest rate of three percent (3%) simple interest;
c) the City or Commission would ground lease the Site to Wakeland: various terms of the ground lease are to be substantially similar to those contained in a ground lease entered into previously by the Commission and Wakeland Grove, L.P., a California limited partnership (“Grove”) pursuant to an agreement briefly entitled “Amended and Restated Disposition/Affordable Housing Agreement” by and among City, Commission, and Grove dated as of February 13, 2018;
d) Wakeland shall develop on the Site approximately fifty six (56) units, of which fifty five (55) shall be studio units. Of the studio units, not less than twenty five (25) shall be rented to households having an income of not greater than thirty percent (30%) of area median income (“Extremely Low Income”). The remaining units (other than one manager’s unit) shall be rented to households having an income not greater than fifty nine and one half percent (59.5%) of area median income (for purposes of this Commitment Letter, “Low Income”). The fifty five (55) units shall be rented at rent which does not exceed affordable rent as determined consistent with section 50053 of the California Health and Safety Code. The manager’s unit, which may be a two-bedroom unit, is not expected to be restricted on the basis of income; e) the dwelling units will be housed in a building which shall be 3-story Type V-A residential building on top of a 1-story Type 1-A “podium” parking structure; f) square footages of the units will be approximately 433 square feet for fifty two (52) units, 414 square feet for three (3) units, and 901 square feet for the manager’s unit; g) the term of the ground lease shall be not less than fifty seven (57) years, and may be longer;
h) Wakeland shall provide permanent supportive housing services for the affordable units at the Site: this will include long-term rental subsidies and intensive case management service (ICMS) to individuals who have experienced chronic homeless and have disabilities, chronic medical conditions, and/or behavioral health conditions, as well as life skills training and substance abuse counseling and treatment as needed (such substances being banned from the Site). In addition, adult education, health and wellness and skill building classes will be provided by Wakeland, to include conflict resolution, nutrition, meal planning, budgeting, tenant rights and responsibilities, self-esteem and how to be a good neighbor; Wakeland will stablish a tenant’s advisory board. The provisions for services are further set forth in the Original Proposal and will be further elaborated upon by Wakeland prior to and as part of the AHA;
06/25/2024 PH1 9 of 46
i) funding for the development of the proposed project on the Site will include: (i) $16,773,088 from 9% tax credit equity; (ii) $2,771,000 from a private loan obtained by Wakeland; (iii) a Commission loan of $2,000,000; (iv) a loan by the County of San Diego of $4,000,000; and (v) the value of the ground leasehold interest in the Site, to be infused at an annual rent of One Dollar ($1,00).
This Commitment Letter constitutes a commitment of funds for purposes of Article XXXIV of the California Constitution, California Health & Safety Code Sections 37100 et seq, and City Proposition “W” (collectively, the “Housing Review Laws”). In addition, this Commitment Letter constitutes an encumbrance of moneys from the Housing Fund within the meaning of Health and Safety Code Section 34176.1(d).
If entry onto the Site is requested by Wakeland prior to the approval of an AHA, any such entry shall be pursuant to an early entry agreement in form acceptable to the City. As part of the approval of this Commitment Letter by the City, the City Manager is delegated authority to enter into an early entry agreement on behalf of the City at such time as the City Manager may deem appropriate.
City is the owner of a fee simple interest in the Site. The condition of title is subject to review by each party to this Commitment Letter.
Land Use Entitlement and Commission Loan
Further, Wakeland intends to prepare and submit to the City an application for land use entitlements for the Site (“Land Use Entitlement”); it is contemplated that the City will conduct its land use review process in conformity with its normal practices..
As noted above, the Project will consist primarily of fifty-six (56) apartment units. Parking is expected to be approximately 0.5 spaces per units subject to further review under the City land entitlement process. Leisure space, and amenities shall be provided as determined under the City’s land use approval process.
Wakeland shall prepare and submit to the City its application for the Land Use Entitlement that includes: Building Plan Check and, if approved, with construction subject to the City’s development standards, zoning and other laws and regulations. City, in its capacity as housing successor entity, will sign as owner such applications as may be customarily required to be signed by a property owner in connection with the City’s land use processes.
In connection with implementation of the Project, Wakeland has requested that City and Commission provide to Wakeland this Commitment Letter the Commission Loan described below.
City states its objective for Wakeland, by this Commitment Letter, to satisfy the provisions of the California Tax Credit Allocation Committee (“TCAC”) Regulations Implementing the Federal and State Low Income Housing Tax Credit Laws, California Code of Regulations, Title 4, Division 17, Chapter 1, Section 10300, et seq. (“TCAC Regulations”), in particular Section 10325. If Wakeland receives an award of AHSC program funding and low-income housing tax credits (“Tax Credits”); however, City shall proceed with Wakeland towards the 06/25/2024 PH1 10 of 46
preparation of an AHA without regard to whether a preliminary reservation of tax credits has first been obtained.
Wakeland plans to make an application to the California Tax Credit Allocation Committee (TCAC) 9% Tax Credits by the first round which follows the approval of this Commitment Letter. With respect to any application for such tax credits which would follow the end of the Letter Expiration Date, the City may, as more particularly provided in an AHA, allow for an additional applications, all to be more particularly set forth in an AHA .
Commission Loan
The Vista City Council (the “City Council”) and the governing board of the Commission (the “Commission Board”) have reviewed Wakeland’s requests for the Commission Loan, and on June 25, 2024 at a public meeting of the City Council and the Commission Board, each of the City Council and the Commission Board authorized and approved issuance of this Commitment Letter to evidence the preliminary award of the Commission Loan and related matters described herein. Accordingly, subject to the conditions described herein, the Commission Loan comprised of the following financial subsidies and assistance will be provided to Wakeland to facilitate the Project:
(i)Subject to satisfaction of conditions precedent determined by City (which will be consistent with conditions precedent to disposition customarily required by the City in agreements pertaining to the long term disposition of interests in property for development), the City will transfer to Wakeland a long term ground leasehold interest in the Site for not less than period of fifty-seven (57) years (the “Ground Lease”); and (ii)Subject to the approval of an AHA and the satisfaction of conditions precedent to disbursement of funds, a loan in the amount of the Commission Loan (herein, the “Commission Loan”). It is anticipated that the Commission Loan will be sourced from money held in the Commission’s Low and Moderate Income Housing Asset Fund pursuant to the Dissolution Law, Health and Safety Code Sections 34170, et seq., in particular sections 34176 and 34176.1 (“Housing Asset Funds”). The Commission Loan will be a residual receipts loan in a subordinate lien position; it shall be subject to a City Regulatory Agreement which provides for ongoing affordable housing compliance (a form of which will be included in the AHA), a Commission Regulatory Agreement which provides for ongoing affordable housing compliance (including the provision of services to residents), affordability covenants of other public agencies (if applicable), the deed of trust securing repayment of a loan from a private lender (“Primary Loan”, and, if applicable, any loans provided by other public agencies provided that such loans exceed the amount of the Commission Loan. The priorities as among the various loans and other details shall be set forth with greater particularity in the AHA. In addition to the City making available the Commission Loan, it will ground lease the Site; and
(iii)Wakeland, as lessee and borrower, will be obligated to repay to Commission the amounts loaned by the Commission (the “Commission Loan”). The Commission Loan would be repayable from residual receipts generated from the development and operation of affordable rental housing on the Site. While it is customary that the Commission’s share of residual receipts would be fifty percent (50%) of residual 06/25/2024 PH1 11 of 46
receipts, if other public agencies also make loans repayable on a residual receipts basis, the Commission’s portion of the residual receipts would subject to being reduced ratably based upon the relative sizes of the Commission’s and the other public entity’s residual receipts loans. Ground lease payments will also be paid out of residual receipts excepting to the extent some other arrangement is provided for in the AHA.
Wakeland’s Project Proforma
The Commission Loan has been evaluated and determined and this Commitment Letter is provided in material reliance and based on City’s review of Wakeland's application for the Commission Loan and its development proforma and projected cash flows for the Project assuming the approval of 9% Tax Credits.
Commission Loan Terms
The Commission Loan will have the following terms, and shall be more fully described and defined in the AHA:
•Loan by Commission will be in the approximate amount of the Commission Loan; •Disbursement procedures for release of the loan proceeds: the Commission Loan will be disbursed as progress payments toward completion of construction of improvements, as shall be further set forth in the AHA; •Principal amount shall bear three and No/100ths percent (3%) simple interest per annum;
•Repayment of the Commission Loan shall be from fifty percent (50%) of residual receipts (subject to and after payment of operating expenses, debt service, deferred developer fee, if any, and partnership related fees to be defined and described in the AHA); provided that Commission acknowledges if other public agencies provide loans repayable on a residual receipts basis, the Commission’s share may be adjusted ratably (the percentage payable to Commission as so determined is referred to herein for convenience as the “Commission Share”).
•Remaining principal and accrued interest under the Commission Loan shall be due in full upon the 55th anniversary of the Closing or earlier upon sale, non-permitted refinancing or default;
•If the Commission Loan is repaid in full before the termination of the term of the Ground Lease, rent under the Ground Lease shall be paid to the City in the amount of a percentage equal to the Commission Share of residual receipts, based on the same calculation as payments on the Commission Loan;
•Wakeland shall be responsible to implement the development of the Site in conformity with all applicable laws, including without limitation including without limitation, to the extent applicable, California Labor Code Section 1720, et seq. •Cost savings from the Project, if any, will be applied to pay down the principal first then accrued interest of the Commission Loan.
06/25/2024 PH1 12 of 46
Conditions to the Commission Loan
Commission’s obligations to provide the Commission Loan to Wakeland for the Project are subject to each and all of the following conditions:
1. Approval by the City and the Commission as well as Wakeland of the AHA; subject to further review by the City Manager and the Executive Director, the AHA the private developer may be Wakeland or a limited partnership development entity established by and including Wakeland, of which Wakeland or an affiliate of Wakeland is the managing general partner. The AHA will more particularly set forth the terms of and disbursement of proceeds and conditions for each and all aspects of the Commission Loan, including without limitation the construction, completion, operation, financing, refinancing, transfer, management and maintenance of the Project.
2. The unit and affordability mix of the Project shall be not less than as described above, with the final allocation and identification of units to be further described in the AHA.
The Site shall be restricted in a manner to be set forth in greater detail in the AHA for a period of not less than fifty seven (57) years, addressing covenants, conditions, and restrictions, including without limitation income limits and rent limitations, as well as property maintenance and, if applicable transfers. The foregoing requirements shall be set forth in a regulatory agreement which shall be recorded as to Wakeland’s leasehold interest in the Site, to be recorded among the official land records of the County Recorder of the County of San Diego.
3. No units within the Project shall be restricted on the basis of age.
4. Execution of the AHA shall be in a form to be reviewed and approved by City’s City Attorney (who is also General Counsel to the Commission) or special counsel.
5. If a funding source imposes on Wakeland restrictions more restrictive than those set forth in the AHA for the City and the Commission, Wakeland shall comply with the most restrictive provision in each case. The AHA shall require that Wakeland comply with all legal requirements imposed by other governmental entities, as applicable, as well as those of the City and the Commission.
6. Wakeland shall comply with all applicable federal, state and local laws and regulations.
7. Wakeland shall comply with and complete environmental review of the Project pursuant to all applicable federal and state laws and regulations, including the California Environmental Quality Act ("CEQA") and the National Environmental Protection Act ("NEPA") and approval thereof, as applicable.
8. In connection with the development of the Project and subject to compliance with the TCAC Regulations, Wakeland may receive a developer fee as permitted by TCAC and subject to further elaboration in the AHA.
9. As and if applicable, Wakeland will comply with the federal Davis-Bacon Act and California Labor Code Section 1720, et seq., relating to prevailing wages (“Prevailing Wage Laws”); in this regard, the City, the Commission, and Wakeland understand that such laws and regulations include exemptions that may apply to the Project, but under the AHA Wakeland will assume responsibility for and indemnify the City and the 06/25/2024 PH1 13 of 46
Commission relating to the Prevailing Wage Laws as such may be applicable to the Project.
10. The Commission Loan proceeds will be disbursed during construction at such time as all funding sources are committed and available for disbursement, and subject to such terms and conditions precedent as are customary for disposition and development agreements entered into by the City.
11. The AHA shall provide that the Closing and each of the following conditions precedent shall be met prior to the disbursement of any portion of the Commission Loan:
a. All grading permits shall have been issued, or be ready to issue, and the City shall have issued a letter stating that building permits are ready to issue, subject only to the completion of grading of the Site for the Project.
b. Wakeland shall have secured all necessary institutional financing and funding for the Primary Loan to undertake and complete construction and thereafter operation of the Project. Such financing and funding shall be sufficient to pay all development costs of the Project, through lease-up, as set forth in a final budget (to be defined in the AHA) and consistent with the approved proforma (or as otherwise approved by City and Commission).
c. Wakeland shall have provided evidence to each of City and Commission that Wakeland has obtained insurance policies, certificates, and additional insured or other endorsements therefor acceptable to City, as described in the AHA. d. Wakeland shall have provided construction security in favor of City, which may include a completion guarantee from Wakeland and/or a letter of credit, and/or payment and performance bonds from the general contractor and subcontractors for the Project (or some combination of any or all of the above), in an amount sufficient to ensure the Project will be completed, all invoices paid, and all workers paid in conformity with applicable federal and state labor laws, and otherwise in compliance with applicable federal and state laws, and placed in service within the time set forth in the schedule for the Project as approved by City. e. Wakeland shall submit and obtain approval of the City for (i) the construction contract with its general contractor and the subcontracts therefor , (ii) the limited partnership agreement for the limited partnership entity to be formed to own and operate the Project under the Ground Lease, (iii) management, scope and funding for all required supportive services, and (iv) the marketing and tenant selection plans for the Project.
12. The award of the Commission Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the AHA, and in particular City’s and Commission’s analysis of all the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project, including without limitation all funding sources and terms therefor including the supportable debt (construction and permanent financing), market value of Tax Credits and tax credit investor equity, deferred developer fee, if any, and other subordinate debt, if any.
13. By consideration and action to approve this Commitment Letter, City hereby authorizes the City Manager to sign this Commitment Letter on behalf of City and the 06/25/2024 PH1 14 of 46
Commission hereby authorizes the Executive Director to sign this Commitment Letter on behalf of Commission.
a. Further, upon approval and execution of an AHA, each of the City Manager (or his/her duly authorized representative) and the Executive Director (or his/her duly authorized representative) is authorized to implement the AHA and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by this Commitment Letter, and thereafter the AHA including all exhibits, instruments and implementing agreements thereto. To the extent necessary during the implementation hereof and thereof, the City Manager and the Executive Director are authorized to make technical or minor changes and interpretations of this Commitment Letter and the AHA, as necessary to properly implement and carry out the Project provided any and all such changes shall not in any manner substantially affect City’s or Commission’s rights and obligations under this Commitment Letter and the AHA. b. In addition, the City Manager is authorized, on behalf of the City, and the Executive Director is authorized on behalf of the Commission, to sign all other documents necessary or appropriate to carry out and implement this Commitment Letter, the AHA and the Project, including all exhibits thereto and including causing the issuance of warrants in implementation thereto, and to administer City’s or Commission’s obligations, responsibilities and duties to be performed thereunder so long as substantially consistent with this Commitment Letter and the AHA. Any and all substantial changes to this Commitment Letter or to the terms and provisions of the AHA and implementing agreements and instruments thereto shall require the consideration and action of the City Council and the Commission Board.
This Commitment Letter is subject to termination by the City Manager in the event Wakeland fails to obtain a preliminary reservation of 9% tax credits as indicated above, or the City Manager determines in good faith that substantial progress in not being made toward finalizing an AHA, or if the City Manager otherwise determines in good faith that the proposed project is no longer feasible.
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Should you have any questions or require additional information, please contact Eric Bunge, Housing Program Manager, at (760) 643-5207 or by email at [email protected].
Sincerely,
CITY OF VISTA, a charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California
___________________________
John Conley
City Manager
COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA, a public body, corporate and politic
____________________
John Conley
Executive Director
APPROVED
Walter C. Chung
20240618133823
06/25/2024 PH1 16 of 46
AGREED AND ACCEPTED
this __th day of June, 2024:
WAKELAND HOUSING & DEVELOPMENT COMPANY, a California benefit corporation
By: Rebecca Louie
President & CEO
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1 EXCLUSIVE NEGOTIATION AGREEMENT
(Palm Drive and Vista Village)
THIS EXCLUSIVE NEGOTIATION AGREEMENT (the “Agreement”) is made and entered into as of _____________ __, 2024 (the “Date of Agreement”), by and between the CITY OF VISTA, a charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (“City”) and WAKELAND HOUSING & DEVELOMENT CORPORATION, a California corporation (the “Developer”). The Developer and the City are collectively referred to herein as the “Parties.”
R E C I T A L S
The following recitals are a substantive part of this Agreement.
A.The City previously designated as surplus property that land located at 902 Vista Village Drive, Vista, California (APN 175-223-25-00)(the “Property”) by City Council Resolution No. 2023-97 dated as of June 13, 2023. The City subsequently made available a notice of availability (“NOA”) of surplus land to all entities which were listed to receive notice with the California Housing and Community Development Department (“HCD”). Following the dissemination of the NOA, certain statements of interest were received from multiple proponents, including the Developer. HCD subsequently advised the City in writing that the City had successfully concluded the requirements under the surplus land law regarding the offering of the Property.
B.The statement of interest submitted by the Developer (with cover letter dated as of September 29, 2023) (which submittal is referred to herein as the “Developer SOI”) proposed a a development concept which included the greatest number of rental units to be available at affordable rents to households having “Low Income” (income at 80% of area median income) or less) compared with any other submittals.
C.Based upon the submittal of the Developer SOI, and specifically the circumstance that the Developer SOI proposed the greatest number of rental units to accommodate households of Low Income or below at affordable rents, the City has agreed to negotiate with the Developer for the potential disposition of a ground leasehold interest in the Property and the development of the Property.
D.Within the Developer SOI, the Developer expressed its interest in effecting the development of an affordable rental housing project on the Property including: (i) fifty-five (55) studio units to be available at affordable rents (as determined in conformity with Health and Safety Code Section 50053) for households having income of not greater than thirty percent (30%) of area median income (“Extremely Low Income Households”); and (ii) one (1) two-bedroom Manager’s unit (which unit may or may not be restricted on the basis of income and affordable housing cost).
It is contemplated that all affordable units shall be restricted to special needs households.
Development of the Property under a ground lease with improvements as generally described in the Developer SOI, with all affordable units subject to unsubordinated recorded long term affordability covenants, and with the rental units conforming to this paragraph is referred to herein as the “Basic Development Concept”). It is further contemplated that the Parties will negotiate toward a 06/25/2024 PH1 18 of 46
EXHIBIT 4
2 comprehensive affordable housing agreement which will include provisions customary for the City and/or Commission to include in such agreements.
E. While the Developer SOI provides a fundamental basis underlying negotiations, there are many business terms to be negotiated between the City and the Developer. In addition, the infusion of any public funds by the City or the Commission is a matter subject to negotiations among the City, the Developer, and the Commission. It is contemplated that if any moneys are infused by the City or the Commission, these will come from the low and moderate income housing asset fund (“LMIHAF”) maintained by the Commission.
F. Based upon its review to date, and although design, price, rent and financial structure have not been determined, the Developer believes that development of the Basic Development Concept is probably feasible and that any financing proposed to be obtained by the Developer is obtainable. Accordingly, the City is entering into this Agreement and is thereby affording the Developer the valuable opportunity to negotiate for development of the Property for a limited period of time as set forth herein. The willingness of the City to enter into this Agreement is based upon the agreement and acknowledgment of Developer that Developer shall be subject to the normal entitlement process of the City in connection with the development of the Property.
G. Based upon the selection of the Developer pursuant to the process regarding the disposition of any interest in surplus land as heretofore conducted by the City, as well as the continued expression of interest of the Developer, assurances by the Developer that the Developer and/or its general partner are experienced in the development and operation of high quality affordable residential projects, the desirability of accomplishing the development, if feasible, of affordable rental housing and other new facilities (together, the “Facilities”), and the contention of the Developer that the proposed development is feasible, the Parties mutually desire to enter into discussions concerning possible development of the Property generally consistent with the Basic Development Concept.
H. The Parties intend that during and for the period of negotiations set forth herein (the “Negotiation Period”) each will perform certain actions and responsibilities under this Agreement.
NOW, THEREFORE, the Parties mutually agree as follows:
1. Exclusive Agreement to Negotiate.
(a) Required Actions.
(1) Within sixty (60) days from the Date of Agreement, Developer shall submit to the City a “Preliminary Development Concept Package,” consisting of the following in addition to a revised project pro forma:
(a) a development proposal generally describing the Facilities, including all development activities proposed to be undertaken on the ground leasehold interest as to the Property (the “Proposed Development”);
(b) identification of a development partner, if applicable, and identification of an operating entity other than Developer, if applicable. Developer has indicated that it may form a single asset entity under control of Developer for purposes of developing the Property 06/25/2024 PH1 19 of 46
3 and operating the Property as an affordable rental housing project. Developer has further indicated that Developer may seek funding sources other than the City in connection with accomplishing the development of affordable rental housing facilities on the Property; (c) identification of the architect proposed to be used by the Developer for the Facilities and the entity which will be responsible for on-site management (if other than the Developer);
(d) a preliminary iteration of each of a site plan and elevations; (e) a statement describing the proposed method of financing, including construction and permanent financing and, if applicable, proposed credit enhancement.
The person(s) or companies providing debt financing or equity, and, if available, the provider of credit enhancement (if applicable), are to be identified by the Developer. It is contemplated that there will be private financing of the Facilities to be developed on the Property; (f) a detailed description of services to be provided to the tenant/special need households;
(g) a list of financial references;
(h) if available, a comprehensive construction and operating pro forma which identifies all sources and uses of funds including without limitation design of the Facilities and supporting infrastructure;
(i) a proposed timeline which includes the submittal for any required allocation for tax credits and/or bonds;
(j) identification of one or more candidates for the proposed the Property manager and a list of references for that entity; and (k) negotiate a Development and Disposition Agreement or Affordable Housing Agreement (“DDA”) with the City.
(2) Within one hundred (100) days from the Date of Agreement, Developer shall submit to the City a “Final Development Concept Package,” consisting of the following:
(a) updated information, current as of the date of submittal of the Final Development Concept Package, as to each and every item set forth under the heading “Preliminary Development Concept Package” and addressing such other and additional matters as may arise during negotiations;
(b) proposed sources of financing, with a description of the terms and conditions of such financing (such identification may or may not be final); (c) a more fully articulated description of the programs which will be available to special needs households/tenants, including how these will be funded, what services will be provided, and who will conduct the operations; 06/25/2024 PH1 20 of 46
4 (d) evidence that Developer has initiated efforts to obtain affordable housing program (AHP) funding for the proposed development, including the submittal of an application for such funding, provided a Federal Home Loan Bank member is willing to sponsor such an application;
(e) updated information as to any development partners and the role of each;
(f) an updated timeline which includes the proposed submittal for any required allocation for tax credits and/or bonds; and (g) a proposed construction schedule.
(3) The Developer shall bear the cost for its performance under this Agreement, including without limitation such fees as are usual to be charged by the City in connection with the entitlement process and the cost of environmental clearance for the proposed project; provided that the City will select any consultant or firm charged with preparation of documentation for such environmental clearance with the cost of such work to be borne by the Developer.
(4) The City and the Developer will continue to negotiate toward the execution of a DDA with respect to the development (the “Development”), disposition, and use of the Property. During the term of this Agreement, the City will negotiate with Developer concerning the Property. If a DDA is signed, it shall supersede this Negotiation Agreement. It is further contemplated that the Commission may negotiate with the Developer concerning certain financial matters; however, the Commission has made no commitment to provide funding prior to the approval by City of this Agreement or under this Agreement.
(b) Term. The term of the Negotiation Period shall be for one hundred eighty (180) days. As of the one hundred eightieth (180th) day after the Date of Agreement, this Agreement shall automatically terminate unless this Agreement has been mutually extended by the City and the Developer. The City Manager of the City (the “City Manager”) is authorized to administratively extend the Negotiation Period once only for a period of his discretion not to exceed ninety (90) days; any such extension shall be made in writing prior to expiration of the Negotiation Period to be effective. If such an administrative extension is not granted, then the Negotiation Period shall end and this agreement shall automatically terminate, unless extended by action by the City Council.
Notwithstanding the foregoing, if a DDA is entered into between the City and the Developer prior to the one hundred eightieth (180th) day after the Date of Agreement, this Agreement shall be deemed terminated upon the approval of the DDA by the City.
(c) Agreement to Negotiate. The City (by and through its staff and consultants) and Developer agree that for the term of the Negotiation Period (whether said period is extended, expires, or is earlier terminated by the provisions herein) each party shall negotiate diligently and in good faith with the objective of reaching agreement in the form of a DDA. No determinations have been made with respect to whether the City will approve a project or whether the City or the Commission will provide financial assistance in connection therewith. The Developer expressly agrees and acknowledges that its rights pursuant to this Agreement are subject to and based upon compliance by the Developer with this Agreement (including without limitation the making of all submittals required pursuant to this Agreement, in short conformity with this Agreement). Developer 06/25/2024 PH1 21 of 46
5 acknowledges that, apart from the agreement of the City to negotiate as provided herein, no commitments have been made by the City or the Commission by this Agreement. It is not contemplated that the City or the Commission will make available to the Developer any moneys during the Negotiation Period.
(d) Supplemental Progress Reports. In addition to the information required in Section 1 above, for so long as this Agreement remains in effect, Developer agrees to make bi- weekly oral progress reports and monthly written reports to the City Manager or his designated representatives of the City advising the City on all matters and all studies being made.
2. No Predetermination of City or Commission Discretion. The Parties agree and acknowledge that nothing in this Agreement in any respect does or shall be construed to affect or prejudge the exercise of the City’s or the City’s discretion. The Developer acknowledges in this regard that the feasibility of the Developer’s proposal has not been finally determined, and further that, at the discretion of the City, an environmental review will be prepared and circulated for comment by the City. Further, nothing in this Agreement in any respect does or shall be construed to affect or prejudge the City’s or the Commission’s discretion to consider, negotiate, or undertake the acquisition and/or development of any portion of the Property, or shall affect the City’s or the Commission’s compliance with the laws, rules, and regulations governing land uses, environmental review, or disposition of the Property.
3. Environmental and Other Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the Proposed Development.
Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the Proposed Development. The City, by this Agreement, undertakes no obligation to pay any costs associated with such environmental documents and to supply data and information both to determine the impact of the development on the environment and to assist in the preparation of any necessary environmental documents.
4. Costs and Expenses. Except as otherwise provided in this Agreement, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement.
5. No Change in Developer or its Constituent Members. The Developer shall within sixty (60) days of this Agreement make full disclosure to the City of all pertinent information concerning the Developer, including any joint venture partners. The qualifications of the Developer are of particular interest to the City. Consequently, no person or entity, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement without the prior written approval of the City, which approval the City may grant, withhold, condition, or deny at its sole and absolute discretion. Any other purported transfer, voluntarily or by operation of law, shall be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee.
6. Lead Negotiators. The City Manager, or his designee, shall be the lead negotiator for the City with respect to the subject matter of this Agreement; provided, however, that the City, reserves its rights to consider and approve or disapprove the proposed DDA. Rebecca Louie and her designee shall be the lead negotiator(s) for the Developer with respect to the subject matter of this Agreement.
06/25/2024 PH1 22 of 46
6 7. Non-Discrimination. Developer shall not discriminate against nor segregate, any person, or group of persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
8. Address for Notices. Any notices pursuant to this Agreement shall be in writing and sent (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery, or (iii) by certified or registered mail, postage prepaid, return receipt requested, to the following addresses:
To City: CITY OF VISTA
200 Civic Center Drive
Vista, California 92084
Attention: City Manager
To Developer: WAKELAND HOUSING & DEVELOPMENT
CORPORATION, a California corporation
Attention: Rebecca Louie
1230 Columbia Street, Suite 950
San Diego, California 92101
9. Default. Failure by either party to perform one or more of its duties as provided in this Agreement shall constitute an event of default under this Agreement. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the action required to cure the default.
10. Remedies for Breach of Agreement. In the event of an uncured default under this Agreement, the sole remedy of the non-defaulting party shall be to terminate this Agreement.
Following such termination, neither party shall have any further rights, remedies or obligations under this Agreement. Neither party shall have any liability to the other for monetary damages or specific performance for the breach of this Agreement, or failure to reach agreement on a DDA, and each party hereby waives and releases any such rights or claims it may otherwise have at law or at equity.
11. Termination. This Agreement shall: (i) automatically terminate at the time(s) set forth in Section 1(b) above, and (ii) terminate prior to the time(s) set forth in Section 1(b) above in the event the Developer shall fail to perform its obligations hereunder to the reasonable satisfaction of the City Manager; provided that prior to termination under Section 1(b), the City shall provide the Developer with notice of the failures and ten (10) days in which to cure. In addition, the parties agree that if either party shall determine that it is infeasible to proceed with the Basic Development Concept or if the development of the Property, consistent with such Basic Development Concept, does not appear to either party to be economically sound and feasible, either party may, upon ten (10) days’ written notice to the other party, terminate this Agreement. Upon termination of this Agreement, whether upon expiration of the Negotiation Period or otherwise, both Parties knowingly agree that neither Party shall have any further rights or remedies to the other and the Developer shall have no rights in respect to the Property.
06/25/2024 PH1 23 of 46
7 12. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. During the Negotiation Period the time periods set forth in this Agreement for the performance obligations hereunder shall apply and commence upon a complete submittal of the applicable information or occurrence of an applicable event. In no event shall an incomplete submittal by the Developer trigger any of the City’s obligations of review, approval and/or performance hereunder; provided, however that the City shall notify the Developer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for the City’s action on the particular item in question. Further, the time periods set forth herein are outside dates of performance. In the event a party completes a performance item earlier than the time required hereunder, the time for the next performance obligation of a party shall commence. Thus, the Parties agree that the requirements hereunder may occur and be completed in a shorter time frame than set forth herein.
13. Real Estate Commissions. Neither the City nor the Commission shall be liable for any real estate commission or brokerage fees which may arise with respect to this Agreement or the Property, but nothing herein shall be construed to limit Developer’s ability or a seller’s ability to pay a commission to real estate brokers.
14. Developer Not an Agent. The Developer is not an agent of the City or the Commission.
15. Press Releases. The Developer agrees to discuss any press releases with the City Manager prior to disclosure in order to assure accuracy and consistency of the information.
16. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof.
17. Agreement Does Not Constitute Development Approval. The City reserves final discretion and approval as to any DDA and all proceedings and decisions in connection therewith.
This Agreement shall not be construed as a grant of development rights or land use entitlements to construct the Proposed Development or any other project. All design, architectural, and building plans for the Proposed Development shall be subject to the review and approval of the City and the Commission. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake the disposition of real property, or any other acts or activities requiring the subsequent independent exercise of discretion by the City, the Commission, or any agency or department thereof.
18. No Third Party Beneficiaries Except Commission. The Commission shall be a third party beneficiary of this Agreement. Except for the Commission there shall be no third party beneficiaries of this Agreement.
19. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.
20. Implementation of Agreement. The City shall maintain authority to implement this Agreement through the City Manager or his or her duly authorized representative. The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or 06/25/2024 PH1 24 of 46
8 substantially change the uses or concept of the Proposed Development, or add to the costs or risks incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform. All other materials and/or substantive interpretations, waivers, or amendments shall require the collective consideration, action and written consent of the governing board of the City.
(signatures on following pages)
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9 NOW THEREFORE, the Parties have executed this Exclusive Negotiation Agreement as of the date and year first set forth above.
CITY:
CITY OF VISTA, a charter city duly
organized and existing under and by virtue of
the Constitution and laws of the State of
California
By:
John Franklin
Its: Mayor
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10 DEVELOPER:
WAKELAND HOUSING &
DEVELOPMENT CORPORATION, a
California corporation
By:
Rebecca Louie
Its: President and CEO
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Project #1 at 902 Vista Village
1.It is proposed that approximately 56 Permanent Supportive Housing Units will be developed.
i.55 studios units and one manager unit. All non-age restricted ii.AMI levels will be 0-60% with at least half being under 30% AMI. iii.It is proposed that 10% set aside for Veterans and for the homeless persons that are most vulnerable / highest acuity.
iv.This site will be all electronic with solar
v.Supportive Services Include:
1.Intensive Case Management, Life skill training (conflict resolution, nutrition, budgeting, etc.) and substance abuse counseling.
2.Weekly 1:1 case management and intervention. Work with tenants to develop and implement individualized service plans (ISP).
3.Linkages to substance abuse treatments, employment services, preventive health and dental care, and financial counseling
4.Design their buildings to be safe and Galaxy remote security system is real-time video monitoring.
5.Mental Health Care –
a.PSH residents will be referred to the project through the Coordinated Entry System (CES) and if they have a diagnose of mental illness it will be provided by the County of San Diego’s Behavioral Health Services department.
b.Beyond services from County Behavioral Health for those that have a diagnosed mental illness, Case Managers will make connections to service providers.
6.A full list of service is described below.
vi.Wakeland is known as a hands-on supportive housing organization.
1.They continually assess services/personnel/security requirements throughout the life of each project and address concerns proactively.
2.Work closely with the state’s most successful supportive housing property management company, ConAm Management.
3.We have jointly and continually trained property management staff in best practices for supporting our tenants and keeping them safe.
2.Airel Site Map (next page):
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EXHIBIT 5
3. Here is a full list of the comprehensive supportive services provided:
i. On-site Case Management and Service Coordination - working with tenants to develop and implement individualized service plans (ISP). Case Management Services provide intensive and customized case management to a diverse population. Through weekly or regular meetings, and with the guidance of their Case Manager, clients will work to improve their self-sufficiency. Through case management, individualized goals are identified, prioritized, and plans are created to achieve independence and stability. On-site intensive case management and service coordination will provide individualized assistance, counseling to tenants or advocacy on behalf of tenants, such as to assist them to access educational resources, secure employment, secure benefits, gain skills, and improve health and wellness.
ii. HMIS Administrator/Program Manager – will oversee the necessary HMIS entry and other reporting including local CES.
iii. Benefits Counseling and Advocacy - Case Managers assist tenants with benefits applications and appeals for mainstream services, such as:
Medi-Cal, discharge upgrades, Veteran benefits, disability compensation, SSI/SSDI, CalWORKs.
iv. Mental Health Care – Beyond services from County Behavioral Health for those that have a diagnosed mental illness, Case Managers will make connections to service providers for assessment, crisis counseling, individual and group therapy, support groups and referrals to mental health services including linkages to available services funded through Medi-Cal and other mainstream funding sources. As appropriate, staff will refer tenants to and local Federally Qualified Health Centers for services. v. Primary and Preventative Health Care – make connections to service providers for routine and preventive health and dental care. Staff will refer tenants to the local Federally Qualified Health Centers for primary 06/25/2024 PH1 29 of 46
and preventative health care services. Staff will link all tenants to available physical health care services funded through Medi-Cal/Denti- Cal, Covered California, and the Department of Health Services. vi. Substance Use Services - provide linkages to treatment services, relapse prevention and support groups. As appropriate, staff will refer tenants to the San Diego Regional Office Health System and Federally Qualified Health Centers for services.
vii. Educational Services – On-site classes covering topics such as computer skills, healthy living, money management, resume workshops, job search workshops and more will be provided by Case Management staff. Staff will also assist tenants in pursuit of educational opportunities including researching opportunities, assessment, assistance accessing higher education, applying to schools, and obtaining financial aid assistance, and school enrollment. Assistance is also provided to obtain their General Education Diploma (GED)/High School Equivalency Certificate, GI Bill benefits and grants, and any assistance needed to obtain reasonable accommodation in the educational setting.
viii. Employment Services - are provided on- and off-site. On-site workshops focus on how to search for jobs and resume building, interview assessment and preparation, OJT training. Off-site, tenants will access VA Employment Services or Metro Career Services – employment/career guidance services where they will receive job skills training, job readiness, job placement and job retention services. At a minimum, residents will receive vocational skills assessment and information regarding local employment opportunities.
ix. Life Skills Training - Tenants will be provided one-on-one support and group workshops that cover independent life skills such as financial literacy, interpersonal communication, healthy living, personal hygiene/grooming, proper household cleaning maintenance, cooking, nutrition, laundry, accessing the internet and more.
x. Resources for Legal Services – Legal Aid Society of San Diego and San Diego Volunteer Lawyer Program. These organizations help with assistance with pro bono legal advice; low/no-cost legal services; custody disputes; divorce; discharge upgrades, Family Law.
xi. Attendant Care and Adult Day Care - Case Managers and Resident Service Coordinator staff will assist residents in locating and connecting with local attendant care and adult day care services. Case Managers connect tenants with In-Home Supportive Services and assist with reasonable accommodations requests for live-in aides.
xii. Social and Recreational Services – will be coordinated to increase socialization. Events will be determined by the interests of the residents, but can include events like coffee hours, karaoke, movie nights, book club, poetry readings, holiday celebrations and more. Resident service staff will post a monthly calendar of events that are open to all tenants of the property. Additional methods to engage residents will include the development and distribution of event flyers and door knocking. 06/25/2024 PH1 30 of 46
xiii. Financial Counseling – Educational classes which provide on-site, focused, financial education and empowerment. Topics include, at a minimum, budgeting, debt mitigation, emergency preparedness and credit awareness. Information will also be provided about savings and credit building programs offered by local, non-profit, credit unions. xiv. Transportation Assistance – Provide tenants with information about the available public transportation. The project is located near public transportation. In some cases, free transportation will be available for tenants who qualify for Medi-Cal. Depending upon the assigned primary care provider, the Medi-Cal managed healthcare plans provide transportation to appointments. Case Managers would work collaboratively with the health plan to schedule transportation for tenants visiting clinics.
xv. Services Coordination – Case Manager and Resident Services staff will provide tenants with information about available services in the community, assisting tenants to access services through referral and advocacy, and organizing community –building or other enrichment activities such as tenant councils. Resident Services Coordinator will be responsible for tenant selection and retention, eviction prevention, reasonable accommodation procedures and coordination with Property Management, all consistent with the property management plan. xvi. Design - The building mass reinforces security at the perimeter of the property. Street access to the property will be limited to locations that are highly visible from within the property.
xvii. Remote Security - The Galaxy remote security system is real-time video monitoring. Wakeland owns and operates multiple supportive housing/Family developments for formally homeless, vulnerable populations. The Galaxy System has been adopted as a best practice because it facilitates real time support throughout a property when a tenant has a medical emergency or if there are security events. We have found that live guards are often not adequately trained in de-escalation techniques, emergency response protocols, and can at times make issues worse due to their lack of training. Residents quickly learn the break times and habits of a live guard and plan their activities accordingly.
The Galaxy System provides a significantly more effective and comprehensive approach for vulnerable populations than traditional live guarding at a lower cost over a building’s life cycle. The entrances will have security access in place. The remote guards can see in real time if the residents fall or otherwise need assistance and can call for appropriate support from health care or law enforcement. Trespassers can be immediately warned off by the guards, keeping the property safe.
While the system allows for remote guards to provide warnings, this is no auditory surveillance. Remote guards respond to property incidents in real time, whereas a closed-circuit camera system only allows you to look back at incidents after they have occurred and is in large part useless in providing protection, especially during the many hours when staff are not able to monitor them.
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Project #2 Located at 211 Palm
1.It is proposed that approximately 70 units will be developed. a.This will be a mix of 1 Bed + Studio units and be restricted to low-income Seniors (55+).
b.AMI levels will range from 0-60%
c.Supportive Services on Site:
i.PACE (program for all-inclusive care for the elderly) partnership:
1.Provide tenants with an Individualized Service Plan
with comprehensive medical and social services that can include:
a.Specialty care, dental, case management, transportation, home care services, substance abuse, mental health
services, meals, access to 24/7 Medical Tea, etc. Full list continued below.
ii.Services is likely targeted for more "mild to moderate cases vs high acuity individuals" which is still considered "supportive services" but more of an lower case "s".
iii.Coupled with this, Wakeland will look to partner with other organizations (senior center, faith groups, nonprofits, etc.) to offer a variety of educational, wellness, and skill building classes.
d.This site will be all electronic with solar and yield a proposed .5 parking spaces per unit.
e.In addition, there may be room to incorporate a nonprofit. We are excited to potentially partner bring in a nonprofit that is interested in occupying the ground floor street frontage space to serve the residents and local community. This could be a great benefit to the residents and/or community while adding street level vibrancy to the development.
2.Full List of Supportive Services Offered:
a.Educational Services – On-site classes covering topics such as computer skills, healthy living, money management, resume workshops, job search workshops and more will be provided by staff.
b.Employment Services - On-site workshops focus on how to search for jobs and resume building, interview assessment and preparation, OJT training. c.Life Skills Training - Group workshops that cover independent life skills such as financial literacy, interpersonal communication, healthy living, personal hygiene/grooming, proper household cleaning maintenance, cooking, nutrition, laundry, accessing the internet and more.
d.Social and Recreational Services – Coordinated to increase socialization. Events will be determined by the interests of the residents, but can include events like coffee hours, karaoke, movie nights, book club, poetry readings, holiday celebrations and more.
e.Financial Counseling – Educational classes which provide on-site, focused, financial education and empowerment. Topics include, at a minimum, budgeting, debt mitigation, emergency preparedness and credit awareness. 06/25/2024 PH1 32 of 46
EXHIBIT 6
f. Services Coordination – Staff will provide tenants with information about available services in the community, assisting tenants to access services through referral.
3. Airel Site Map:
4. Additional information on the Project and Wakeland as an operator:
a. Wakeland is known as a hands-on supportive housing organization. They continually assess services/personnel/security requirements throughout the life of each project and address concerns proactively. They asset manage our properties and work closely with the state’s most successful supportive housing property management company, ConAm Management. They have jointly and continually trained property management staff in best practices for supporting our tenants and keeping them safe. Additionally, they consider all aspects of security including:
i. Design - The building mass reinforces security at the perimeter of the property. Street access to the property will be limited to locations that are highly visible from within the property.
ii. Remote Security - The Galaxy remote security system is real-time video monitoring. Wakeland owns and operates multiple supportive housing/Family developments for formally homeless, vulnerable populations. The Galaxy System has been adopted as a best practice because it facilitates real time support throughout a property when a tenant has a medical emergency or if there are security events. They have found that live guards are often not adequately trained in de- escalation techniques, emergency response protocols, and can at times make issues worse due to their lack of training. Residents quickly learn the break times and habits of a live guard and plan their activities accordingly. The Galaxy System provides a significantly more effective and comprehensive approach for vulnerable populations than traditional live guarding at a lower cost over a building’s life cycle. The entrances will 06/25/2024 PH1 33 of 46
have security access in place. The remote guards can see in real time if the residents fall or otherwise need assistance and can call for appropriate support from health care or law enforcement. Trespassers can be immediately warned off by the guards, keeping the property safe.
While the system allows for remote guards to provide warnings, this is no auditory surveillance. Remote guards respond to property incidents in real time, whereas a closed-circuit camera system only allows you to look back at incidents after they have occurred and is in large part useless in providing protection, especially during the many hours when staff are not able to monitor them.
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Vista VillageVista, CA
ConceptJune 3, 2024
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EXHIBIT 7
Vista Village Vista, CA Concept 06.03.24
Concept
Accent ColorHighlight EntriesDeep Roof OverhangShade and ShadowLayered Spaces Clay Tile RoofOverhangsWhite Walls Capture Light/Shadow Repeating ArchesFramed Views and Openings
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Vista Village Vista, CA Concept 06.03.24
Concept
Main Street Vista Bank Building Main Street Vista Bank Building & Vista Theater Main Street Vista Bank Building & Vista Theater S. Santa FeAvo Theater and Bank BuildingVista Middle School 06/25/2024 PH1 37 of 46
Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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Vista Village Vista, CA Concept 06.03.24
Initial Concept Drawing
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ADD TO PACKET
PH1
Date: June 25, 2024
To: The Honorable Mayor Franklin and City Councilmembers From: Eric Bunge, Housing Program Manager
Subject: PH1: Funding Commitment Letter and ENA for 902 Vista Village
After the publication of the agenda report for Public Hearing item #1: Funding Commitment Letter and Exclusive Negotiation Agreement staff noticed two minor clerical errors that need to be acknowledged and amended.
In Exhibit 3, Commitment Letter, on page 2 the loan language references One Million Five Hundred Thousand Dollars whereas the number shows $2,000,000. The language needs to be updated to Two Million Dollars to mirror the correct funding amount and remain consistent with the rest of the letter.
In addition, on page 3 the letter states that parking is expected to be approximately 0.5 spaces per units subject to further review under the City land entitlement process. This needs to be updated to 0 parking spots to reflect the developer’s most recent proposal.
Please add this memorandum to the City Council Agenda Packets for the City Council meeting on Tuesday, June 25, 2024.
If you have any questions, please contact Eric Bunge. Thank you.