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HomeMy WebLinkAbout5/18/2005 - STAFF REPORTS (8) COMMUNITY REDEVELOPMENT AGENCY AND CITY COUNCIL MAY 18, 2005 CONSENT CALENDAR SUBJECT: DDA IMPLEMENTATION AGREEMENT WITH VISTA SUNRISE APARTMENTS, LP, AND MBA DEVELOPMENT CORP. TO CLARIFY THE TRANSFER OF PROPERTY TO THE PROJECT; AMEND TERMS OF THE NOTE(S) TO CONFORM TO SENIOR LENDER REQUIREMENTS AND RESTRUCTURE AGENCY FINANCIAL ASSITANCE TO BE COMPATIBLE WITH REIMBURSEMENT AGREEMENT WITH THE COUNTY OF RIVERSIDE; ALSO, APPROVING A PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT FOR OFF-SITE IMPROVEMENTS ATTRIBUTABLE TO THE COUNTY HEALTH CARE FACILITY IN THE AMOUNT OF $125,000 FROM: David H. Ready, Executive Director BY: Community & Economic Development Department SUMMARY: These agreements together provide the final pieces necessary to allow Vista Sunrise Apartments, L.P. to close on their CaIHFA financing in June to begin contruction of the 85-unit low-income housing project. The Implementation Agreement clarifies and provides several minor changes to the DDA, including the addition of an affiliate of Desert AIDS Project to the partnership and the division of responsibilities for the construction of the off-site improvements, as well as further restructuring of the Agency notes to allow debt capacity to service debt acquired to purchase the Desert Health Care District parcel, as required by CaIHFA. RECOMMENDATION: REDEVELOPMENT AGENCY RECOMMENDATION: 1. Adopt Resolution No. "A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AN IMPLEMENTATION AGREEMENT WITH VISTA SUNRISE APARTMENTS, LP TO CLARIFY CERTAIN ASPECTS OF THE RESTATED AND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENTS ("RADDA") TO EFFECTUATE THE DEVELOPMENT OF A LOW-INCOME HIV/AIDS APARTMENT COMPLEX AND FAMILY CARE FACILITY WEST OF SUNRISE WAY, SOUTH OF VISTA CHINO ROAD" 2. Adopt Resolution No. "A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA APPROVING A PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT WITH THE CITY OF PALM SPRINGS, VISTA SUNRISE APARTMENTS, L.P., r M IBC AND THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE IN THE AMOUNT OF $125,000 FOR THE CONSTRUCTION OF CERTAIN OFF-SITE IMPROVEMENTS TO EFFECTUATE THE DEVELOPMENT OF A LOW- INCOME HIV/AIDS APARTMENT COMPLEX AND FAMILY CARE FACILITY WEST OF SUNRISE WAY, SOUTH OF VISTA CHINO ROAD, MERGED PROJECT AREA #1 CITY COUNCIL RECOMMENDATION: Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS APPROVING A PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT WITH THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, VISTA SUNRISE APARTMENTS, L.P., AND THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE IN THE AMOUNT OF $125,000 FOR THE CONSTRUCTION OF CERTAIN OFF-SITE IMPROVEMENTS TO EFFECTUATE THE DEVELOPMENT OF A LOW-INCOME HIV/AIDS APARTMENT COMPLEX AND FAMILY CARE FACILITY WEST OF SUNRISE WAY, SOUTH OF VISTA CHINO ROAD, MERGED PROJECT AREA # 1 STAFF ANALYSIS: Agency members are familiar with the Vista Sunrise project as proposed by Desert AIDS Project and McCormack Baron Salazar, Inc., approved by the City in July 2003 along with the original DDA. The project consisted of a County-run Family (Health) Care Center and 85-units of special needs housing restricted to residents with HIV/AIDS. A DDA Amendment was approved on November 19, 2003 that changed the terms of the Note somewhat to conform to the State's MHP Program and to clarify language the Deeds of Trust (adding an Agency Property Note for the land value, for example). A Second Amendment was approved on September 15, 2004 that, while it did not provide for any additional assistance, restructured the Agency Property Note and allowed the Developer to draw additional pre-development funds for architecture, engineering and permitting up to a total of $300,000 (they had already drawn the $75,000 allowed under the current DDA). The Agency Property Note, which was added in Amendment No. 1, is for $205,000 and was annually forgiven based on compliance. As a way of breaking the land negotiation stalemate between the Developer and Desert Healthcare District, which is contributing the bulk of the land, the County proposed to lease the Healthcare District parcel, process the necessary lot line adjustments through the City, and sublease the housing portion to the Partnership. However, one change that has arisen since September is that CaIHFA, as both the construction- and permanent lender, will not place their loan on a subleased property, which has necessitated the exercise of the County's option to acquire the parcel. The County and District are still negotiating over the sale price. In addition, CaIHFA has been unwilling to agree in its Subordination Agreement that it would provide notice to the Agency in the event of a monetary default, more than what is required in the state's normal bankruptcy statutes. The Agency is able to subordinate its interest to state and federal agencies or programs provided those agencies are required through statute or policy to be the first trust deed lender, but the Agency is normally able to receive some sort of provision from the other lender that it will be notified in the event of a default to be able to exercise its rights to cure. It is probable that, in the event of a delinquency by the Developer, the Agency would receive notification of the default, but CaIHFA will not commit to it. They have agreed to provide documentation, however, of their requirement that they be in the first lien position. The Partnership will acquire the housing portion of the land from the County on a pro rata basis and the County will retain the remainder for the health care facility. As allowed under the original DDA, the Agency will then Grant Deed its property to an affiliate of Desert AIDS Project called Coachella Valley AIDS Consortium, which will join the Partnership and contribute the land. The County will separately work on the development of the health care facility, which is the motivation of the Desert Healthcare District to participate in the project. The County is currently in the planning and architecture stage of the health care facility, and hopes to commence the construction later in 2005. Part of the problem with the separation of the health care facility from the housing project (since they were approved as a single project) is coordinating the construction of the off-site improvements and dividing the cost responsibility between the two projects. The largest single cost item in the required improvements is the additional right turn land on Vista Chino Road, which requires the relocation of a storm drain and a traffic signal in addition to the street widening. The improvement is not adjacent to either the health care facility or the apartment project; either project proposed alone would have to install it; and, the Developer originally divided the estimated cost 50/50 between the two. The Developer was concerned that, given they would likely be completed with their apartments prior to the completion of the health care facility, that their Certificate of Occupancy could be withheld because their conditions of approval require all the improvements to be installed. As a way of satisfying their lenders, the Agency proposed that it take the responsibility (through the City's Public Works Department) for constructing the improvements with the costs ultimately being borne by the Developer and County. The Developer's share would be through a "holdback" of $125,000 from the $1,300,000 Agency cash contribution to the housing project; and, the County would reimburse the City for its share up to $125,000 through the Reimbursement Agreement, when it builds the health care facility. Therefore, the Agency would "front" the County's share of the improvements but receive payment once the project is built. The County is currently working on a bond issue, scheduled to be sold in June, to construct the health care facility. The other terms of the DDA remain the same. Concurrent with the close of financing, the Agency will Grant Deed the property to Coachella Valley AIDS Consortium, which will contribute it to the Partnership. The Agency will retain reverter rights if the Developer fails to proceed or complete the project and record a Deed of Trust against the property to ensure compliance with the terms of the amended DDA. The special needs housing project has not changed and the Developer commits to building the project as proposed, including the architectural upgrades, noise buffering, quality landscaping, and other components. The project shall remain restricted to residents with HIV/AIDS; the case management services shall be provided by Desert AIDS Project. A Regulatory Agreement with the Agency will assure that the units will count towards the City's low and moderate income housing goals. The project is scheduled to close on its financing by mid-June, 2005; it has received commitments on all the necessary funding to move forward, including the 4% Tax Credits. FISCAL IMPACT: The Agency would advance $125,000 from Low/Mod Housing Funds, plus use the same amount from already-committed funds, to construct the off-site improvements. The engineer's estimate of those costs is in the range of $230,000-$240,000. Once the health care facility is completed by the County, $125,000 will be reimbursed to the Agency. John S. ay on , Director of David H. Ready, Cit� r om nity & nomic Development Attachments: 1. CRA Resolution 2. City Council Resolution 3. Implementation Agreement 4. Public Improvement Reimbursement Agreement RESOLUTION NO. OF THE COMMUNITY REDEVELOPMENT AGENCY IMPLEMENTATION AGREEMENT AND PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENTS WITH VISTA SUNRISE APARTMENTS, LP TO CLARIFY CERTAIN ASPECTS OF THE RESTATED AND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENTS ("RADDA") TO EFFECTUATE THE DEVELOPMENT OF A LOW-INCOME HIV/AIDS APARTMENT COMPLEX AND FAMILY CARE FACILITY WEST OF SUNRISE WAY, SOUTH OF VISTA CHINO ROAD WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the "Agency") has established an affordable housing setaside fund in accordance with Section 33000 et, seq. of the California Health and Safety Code; and WHEREAS, the Agency and the Developer have entered into that certain Restated and Amended Disposition and Development Agreement ("RADDA") dated February 15, 2005 which provides for the construction of 85 affordable housing units pursuant to the terms of the RADDA; and WHEREAS, as the parties are beginning the implementation of the terms of the RADDA and as a result of that endeavor have discovered that certain assumptions concerning financing requirements and timing of the adjacent health care facility project have necessitated some non-material revisions for purposes of the Agency in the form of the Promissory Notes and Deeds of Trust which have to be clarified but which do not affect the Agency's basic financial contribution to the Project or the Scope of the Project; and WHEREAS, the County's construction of the adjacent health care facility is lagging behind the Developer's construction of the housing units which has resulted in the Agency advancing funds and the City constructing the offsite public improvements pursuant to a Public Improvement Reimbursement Agreement; and WHEREAS, the Agency and Developer wish to clarify their understandings of how the RADDA will be implemented by setting forth those understandings in this Implementation Agreement. NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of the City of Palm Springs, as follows: SECTION 1. The above recitals are true and correct and incorporated herein. 0r)�� Community Redevelopment Agency May 18,2005 Page 6 SECTION 2. This Implementation Agreement with Vista Sunrise Apartments, LP, is hereby approved and incorporated herein by this reference. SECTION 3. This Public Improvement Reimbursement Agreement with Vista Sunrise Apartments, LP, the City of Palm Springs and the Housing Authority of the County of Riverside, is hereby approved and incorporated herein by this reference. SECTION 4. The Executive Director, or his designee, is hereby authorized to execute on behalf of the Agency the Implementation Agreement and other documents necessary to the Agreement, and make minor changes as may be deemed necessary, in a form approved by Agency Counsel. ADOPTED this day of 2005. AYES: NOES: ABSENT: ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA By Assistant Secretary Chairman REVIEWED & APPROVED AS TO FORM �T1 Community Redevelopment Agency May 18,2005 Page 7 RESOLUTION NO. OF THE CITY Y COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT WITH THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, VISTA SUNRISE APARTMENTS, L.P., AND THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE IN THE AMOUNT OF $125,000 FOR THE CONSTRUCTION OF CERTAIN OFF-SITE IMPROVEMENTS TO EFFECTUATE THE DEVELOPMENT OF A LOW-INCOME HIV/AIDS APARTMENT COMPLEX AND FAMILY CARE FACILITY WEST OF SUNRISE WAY, SOUTH OF VISTA CHINO ROAD, MERGED PROJECT AREA #1 NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs that a Public Improvement Reimbursement Agreement with the Community Redevelopment Agency of the City of Palm Springs, Vista Sunrise Apartments, L.P. and the Housing Authority of the County of Riverside in the amount of $125,000 to effectuate the development of a low-income HIV/AIDS apartment complex west of Sunrise Way, South of Vista Chino Road, Merged Project Area 91, is hereby approved. ADOPTED this day of , 2005. AYES: NOES: ABSENT: ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By City Clerk City Manager REVIEWED & APPROVED AS TO FORM CXXT S IMPLEMENTATION AGREEMENT This IMPLEMENTATION AGREEMENT dated 2005 is made by and between the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic ("Agency"), and Vista Sunrise Apartments, L.P., a California limited partnership ("Developer") with reference to the following facts and agreements: WHEREAS, the Agency and the Developer have entered into that certain Restated and Amended Disposition and Development Agreement ("RADDA") dated February 15, 2005 which provides for the construction of 85 affordable housing units pursuant to the terms of the RADDA; and WHEREAS, as the parties are beginning the implementation of the terms of the RADDA and as a result of that endeavor have discovered that certain assumptions concerning financing requirements and timing of the adjacent health care facility project have necessitated some non-material revisions for purposes of the Agency in the form of the Promissory Notes and Deeds of Trust which have to be clarified but which do not affect the Agency's basic financial contribution to the Project or the Scope of the Project; and WHEREAS, the County's construction of the adjacent health care facility is lagging behind the Developer's construction of the housing units which has resulted in the Agency advancing funds and the City constructing the offsite public improvements pursuant to a Public Improvement Reimbursement Agreement; and WHEREAS, the Agency and Developer wish to clarify their understandings of how the RADDA will be implemented by setting forth those understandings in this Implementation Agreement as follows: 1. Additional Nonprofit Manaqinq General Partner. Pursuant to Section 303(3)(h) of the RADDA, Developer has notified Agency that it intends to transfer a percentage of the general partner interest in the Developer entity, Vista Sunrise Apartment, L.P., to the nonprofit Coachella Valley AIDS Consortium which is an affiliate of Desert AIDS Project. Further, the title to the Agency Parcel shall be transferred first to the Coachella Valley AIDS Consortium, as one of the managing general partners of the Developer, and subsequently transferred or leased to the Developer. 2. Form of Notes and Deeds of Trust. The Agency Parcel and the parcel to be subleased from the County of Riverside Housing Authority, which are both necessary to the Project, will remain separate parcels instead of being combined into a single legal parcel, therefore, the parties agree that the Agency's contribution to the project will be secured by two Promissory Notes and two Deeds of Trust in place of the form in the RADDA which contemplated one of each. The entire amount of financial assistance does not change but the land value contribution of $205,000 will be secured by a Note and Deed of Trust recorded only on the Agency Parcel, and the cash contribution of $1.3 Million Dollars will be secured by a separate Note and Deed of Trust on the long- - wT " n i nne/An i z no i nF A term sublease interest of the Developer. The new separate forms are attached hereto as Exhibits and 3. Offsite Public Improvements Construction. The Agency, the City, County Housing Authority and Developer have agreed by a separate Public Improvement Reimbursement Agreement, approved by the County on , 2005, that the City will construct the offsite public improvements rather than the Developer. The Developer shall contribute the plans for which it has already been reimbursed, but the funds from the Agency originally designated in the RADDA to be for reimbursement to Developer for construction shall instead be utilized to reimburse the City for the Developer's share of the Improvement costs. A copy of the Public Improvement Reimbursement Agreement is attached hereto as Exhibit 4. RADDA Terms and Conditions. The above clarifications and technical modifications to the implementation of the RADDA are necessary primarily to achieve the successful financing of the Project and are not believed to be material to the Agency's overall obligations and assistance pursuant to the RADDA. With the exception of any changes necessary to effect those items specified herein, all other terms and conditions of the RADDA shall remain the same. 5. Attorneys Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 6. Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Developer: Vista Sunrise Apartments, L.P. c/o McCormack Baron Salazar 801 S. Grand Avenue, Suite 780 Los Angeles, CA 90017-4635 Attn: General Partner Copy to: Bingham McCutchen LLP 355 S. Grand Ave., Suite 4400 Los Angeles, CA 90071 Attn: Lance Bocarsly, Esq. To Agency: The Community Redevelopment Agency of the City of Palm Springs 3200 E. Tahquitz Canyon Way 2 m AM/An I no 1 nF A Palm Springs CA 92263 Attn: Executive Director 7. Interpretation; Governinq Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 8. No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 9. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 10. Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11. Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [END - SIGNATURE PAGE FOLLOWS] 3 m nnvnn i vzoi n�m IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized representatives, all as of the date first above written. THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS a public body, corporate and politic ATTEST: By: Executive Director Agency Secretary APPROVED AS TO FORM: Agency Special Counsel VISTA SUNRISE APARTMENTS, L.P. a California limited partnership By: Authorized Signatory (r OF nM 4 l m AM mni znoi n�m PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT By and Between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, THE CITY OF PALM SPRINGS, THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE and VISTA SUNRISE APARTMENTS, L.P. nmmni anuvaF nz PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT THIS PUBLIC IMPROVEMENT REIMBURSEMENT AGREEMENT is dated as of , by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic (the "Agency"), THE CITY OF PALM SPRINGS, a chartered municipal corporation organized and existing under the laws of the State of California (the "City"), THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE, existing pursuant to Health and Safety Code § 34200 et. seq. (the "Housing Authority") and VISTA SUNRISE APARTMENTS, L.P., a California limited partnership (the "Developer"). RECITALS WHEREAS, Developer and the Agency entered into that certain Restated and Amended Disposition and Development Agreement (the "RADDA") dated , which provides Agency financial assistance and property for affordable housing units for the project as described in the RADDA ("Project'); and WHEREAS, the Housing Authority has entered into a long-term lease agreement with the Desert Health Care District with respect to that certain real property described on the Exhibit "A" attached hereto (the "District Property") and the Housing Authority will sublease a portion of the District Property to Developer for the Project and will develop the remainder of the District Property with a health care facility; and WHEREAS, the Project was originally approved by the City, pursuant to its planning requirements, as part of a larger project which included a health care facility and the design for the site plan included the offsite public improvement requirements described in Exhibit "B" (the "Improvements") which were necessitated by and benefited both the affordable housing and the health care facility components of the overall project; and WHEREAS, the RADDA contemplated that One Hundred Twenty-Five Thousand Dollars ($125,000) of the Agency financial assistance to the Developer would be held as a Public Improvement Reserve which would be used to construct the Improvements; and WHEREAS, the additional One Hundred Twenty-Five Thousand Dollars ($125,000) needed to complete the Improvements is agreed by all parties to be the responsibility of the health care facility portion of the project, and the Housing Authority, as the Lessee of the long-term lease for that parcel, will receive the benefit of its share of the Improvements, but will not contribute its share of the costs for the Improvements until such time as the health care facility is to be constructed; and WHEREAS, the City has agreed to construct the Improvements as a public works project; and Or , n n i nna rnn i vauuaF nx WHEREAS, the Agency and the City have agreed that while the Developer's responsibility for the housing Project includes one half of the cost of the Improvements which was to be provided as part of the Aqency assistance to the Developer's Project in the RADDA, due to the proposed transfer of responsibility for construction of the Improvements to the City, the funds allocated by the Agency to reimburse the Developer shall be paid directly to the City with the exception of the reimbursement to Developer for the plans already obtained. Therefore, the Developer the velo;eF's o^'.,Y F�,S.p^^Sibility with roft to the I-'prv�rn RtS_ shall he-te--deliver to the City the civil engineering design plans prepared by DMC Design Group (the "Plans") for the Improvements and the Agency shall use all of the funds remaining in the Public Improvement Reserve of the RADDA after reimbursement to the Developer for the costs incurred by the Developer in connection with the Plans to pay for the Housinq Project's portion of the Improvements; and WHEREAS, the Agency has agreed to advance the Housing Authority's portion of the costs of the Improvements in order to allow the Improvements to be constructed by the City in a timely fashion for the Project; and WHEREAS, pursuant to Health and Safety Code Section 33445, the Agency and the City have determined that the Agency funds being advanced for the Improvements are of benefit to the project area in which the Improvements are located, that no other reasonable means of financing the Improvements are available until the Housing Authority reimburses the Agency for the Housing Authority's portion of the costs of the Improvements, and that the construction of the Improvements will assist in eliminating a blighting condition and allow the affordable housing unit project to proceed. NOW THEREFORE, in consideration of the foregoing findings and facts and the mutual agreements and covenants set forth hereafter, the parties hereto agree as follows: 1. Developer Responsibility. Developer shall provide the Plans to the City, and the City will bid the construction of the Improvements as a public works project according to the City's standard procedure. The City will construct the Improvements provided that the Developer permits the City to use all of the funds provided by the Agency remaining in the Public Improvement Reserve after reimbursement to the Developer for the costs incurred by the Developer in connection with the Plans. 2. Agency Fund Advancement. Agency shall provide the upfront funding for the actual construction costs incurred by the City for the Housing Authority's portion of the Improvements which are estimated to be One Hundred Twenty-Five Thousand Dollars ($125,000). 3. Housinq Authority Reimbursement. The Housing Authority shall reimburse the Agency in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000) at the later of (i) the completion of the construction of the Improvements, or (i) the initiation of construction for the health care facility (either grading or building permit issuance). n t nnvnn i zn RRjA ni 4. Construction of the Improvements by the City. The City shall commence construction of the Improvements concurrent with the Developer's commencement of construction of the Project. In the event that the construction of the Improvements has not been completed by the date that the Project is completed, the Agency and the City agree to assist the Developer in obtaining a certificate of occupancy for the Project. 5. Attorneys Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 6. Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Developer: Vista Sunrise Apartments, L.P. c/o McCormack Baron Salazar 801 S. Grand Avenue, Suite 780 Los Angeles, CA 90017-4635 Attn: General Partner Copy to: Bingham McCutchen LLP 355 S. Grand Ave., Suite 4400 Los Angeles, CA 90071 Attn: Lance Bocarsly, Esq. To Agency: The Community Redevelopment Agency of the City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92263 Attn: Executive Director To City: The City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92263 Attn: City Manager To: Housing Authority The Housing Authority of the County of Riverside Attn: Copy To: r nlnot inns I I1RRd6 nq 7. Interpretation; Governinq Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 8. No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 9. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 10. Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11. Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [END - SIGNATURE PAGE FOLLOWS] n l nnl lnnI Z 11 RRag Al IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized representatives, all as of the date first above written. THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Executive Director ATTEST: By: Jay Thompson, Agency Secretary APPROVED CITY OF PALM SPRINGS By: By: Agency Special Counsel David Ready, City Manager CITY OF PALM SPRINGS Bv: David Ready, Citv Manaqer ATTEST: By: Jay Thompson, City Clerk APPROVED AS TO FORM: THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE By: City Attorney Authorized Representative THE HOUSING AUTHORITY OF THE COUNTY OF RIVERSIDE n i nnvnn i vgRRdF nq EXHIBIT "B" (VISTA CHINO AND SUNRISE IMPROVEMENTS) PER THE CONDITIONS OF APPROVAL ENGINEERING Before final acceptance of the project, all conditions listed below shall be completed to the satisfaction of the City Engineer. STREETS 1. Any improvements within the street right-of-way require a City of Palm Springs Encroachment Permit. Work shall be allowed according to Resolution 17950 - Restricting Street Work on Major and Secondary Thoroughfares. 2. Obtain State permits and approval of plans for all work done on State Highway 111 (EAST VISTA CHINO ROAD). A copy of Caltrans requirements shall be submitted to the City Engineer prior to the issuance of any grading or building permits. Work shall be coordinated with the Engineering Department pertaining to City of Palm Springs Resolution 17950 - Restricting Street Work on Major and Secondary Thoroughfares. 3. Submit street improvement plans prepared by a Registered Civil Engineer to the Engineering Department. The plan(s) shall be approved by the City Engineer prior to issuance of any grading or building permits. Minimum submittal shall include the following, IF applicable: A. Copy of signed Conditions of Approval from Planning Department. B. All agreements and improvement plans approved by City Engineer, IF applicable. C. Proof of processing dedications of right-of-way, easements, encroachment agreements/licenses, covenants, reimbursement agreements, etc. required by these conditions. NORTH SUNRISE WAY 4. Construct minimum 24 feet wide driveway approaches in accordance with City of Palm Springs Standard Drawing No. 201. 5. All broken or off grade CURB, GUTTER, SIDEWALK, CURB RAMPS, SOUTH DRIVEWAY APPROACH, CROSS GUTTER, SPANDREL AND AC PAVEMENT shall be repaired or replaced. f 44,D03�0 1 „o n n i nni mnl i m2ar,ni EAST VISTA CHINO ROAD 6. Remove the existing 8 inch curb and gutter located 32 feet SOUTH of centerline and at the roadway taper east of the bus turnout and replace with 8 inch curb and gutter located 43 feet SOUTH of centerline along the entire frontage east of the bus turnout, with a 35 foot radius curb return and spandrel at the SOUTHWEST corner of the intersection of EAST VISTA CHINO ROAD and NORTH SUNRISE WAY per City of Palm Springs Standard Drawing No. 200 and 206. 7. Remove the existing cross gutter and construct the WEST half of an 8 feet wide cross gutter at the southwest corner of the intersection of EAST VISTA CHINO ROAD and NORTH SUNRISE WAY with a flow line parallel with and 43 feet SOUTH of the centerline of EAST VISTA CHINO ROAD in accordance with City of Palm Springs Standard Drawing No. 200 and 206. 8. Remove the existing catch basin at the southwest corner of the intersection of EAST VISTA CHINO ROAD and NORTH SUNRISE WAY and reconstruct 43 feet SOUTH of the centerline of EAST VISTA CHINO ROAD. 9. The existing driveway approach located west of the southwest corner of the intersection of East Vista Chino Road and North Sunrise Way shall be removed and closed off to eliminate vehicular access onto East Vista Chino Road. 10. Remove the existing 8 feet wide sidewalk and construct a 12 feet wide combination sidewalk and bicycle path adjacent to the curb along the entire frontage. The bicycle path shall be constructed of colored Portland cement concrete. The admixture shall be Desert Sand, Palm Springs Tan, or approved equal color by the Engineering Division. The concrete shall receive a broom finish. 11. All broken or off grade CURB, GUTTER, DRIVEWAY APPROACHES, CROSS GUTTER, SPANDREL, BUS TURNOUT, AND AC PAVEMENT shall be repaired or replaced. 2 n1 nM Inn I I/3RRd6 n1