CIC Resolution 01-99COMMUNITY IMPROVEMENT COMMISSION
OF THE CITY OF ALAMEDA
RESOLUTION NO.01 -99
AUTHORIZING THE EXECUTIVE DIRECTOR TO AMEND THE DISPOSITION AND
DEVELOPMENT AGREEMENT WITH THE CATELLUS DEVELOPMENT CORPORATION
FOR THE SALE AND DEVELOPMENT OF CERTAIN REAL PROPERTY AT THE FLEET
INDUSTRIAL SUPPLY CENTER AND THE EAST HOUSING PORTION OF THE NAVAL AIR
STATION AND APPROVING AN ADDENDUM TO THE FINAL ENVIRONMENTAL IMPACT
REPORT FOR THE CATELLUS MIXED USE DEVELOPMENT PROJECT
WHEREAS, on June 1, 2000, the Community Improvement Commission ( "CIC ")
pursuant to Resolution #00 -88 authorized the Executive Director to execute a Disposition and
Development Agreement ( "DDA ") with the Catellus Corporation for the sale and development of
certain property at the Fleet Industrial Supply Center and East Housing portion of the Naval Air
Station; and
c
�.. WHEREAS, on June 16, 2000, the parties executed the DDA ; and
Lf
WHEREAS, previously on May 13, 2000, the City of Alameda had certified the Final
Environmental Impact Report for the Catellus Mixed Use Development; and
J
WHEREAS, on 12J i 8I0 ( the City of Alameda approved an Addendum to the Final
LLI Environmental Impact Report ( "EIR Addendum ") for the DDA which addresses the impacts of
the proposed Amendment to the DDA and other City actions; and
WHEREAS, the EIR Addendum concluded that the proposed Amendment to the DDA
would not trigger the need for subsequent environmental review pursuant to Section 15162 of the
California Environmental Quality Act Guidelines; and
WHEREAS, the CIC has determined that by amending the DDA: the CIC will further
encourage the productive use and redevelopment of underutilized former military base property.
NOW, THEREFORE BE IT RESOLVED that the CIC as a Responsible Agency under
the California Environmental Quality Act hereby approves an Addendum to the Final
Environmental Impact Report for the Catellus Mixed Use Development utilizing its own
independent judgement.
BE IT FURTHER RESOLVED, that the CIC finds the proposed Amendment to the DDA
with the Catellus Corporation for the Sale and Development of the Fleet Industrial Supply Center
and the East Housing portion of the Naval Air Station consistent with Alameda Point
Improvement Project, the Business and Waterfront Improvement Project, the West End
Community Improvement Project and the City of Alameda General Plan.
BE IT FURTHER RESOLVED, that the CIC hereby authorizes the Executive Director
to enter into an Amendment to the DDA with the Catellus Corporation for the Sale and
Development of the Fleet Industrial Supply Center and the East Housing portion of the Naval Air
Station substantially in the form and containing the terms and conditions and covenants as set out
in the Amendment to the DDA attached hereto as Exhibit A..
2
FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (this "First Amendment ") is made effective as of the — day of
2001 (the "First Amendment Effective Date "), by and between the COMMUNITY
IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, a public body corporate and
politic (the "CIC "), and CATELLUS DEVELOPMENT CORPORATION, a Delaware
corporation ( "Developer ").
RECITALS
A. The CIC and Developer entered into the Disposition and Development Agreement
(the "DDA ") dated as of June 16, 2001, relating to certain real property located in the City of
Alameda, the County of Alameda and the State of California, All capitalized terms used herein
shall have the definitions given to them in the DDA, unless otherwise expressly stated herein.
B. On March 20, 2001, the City of Alameda, the CIC, the Alameda Reuse and
Redevelopment Authority, the Alameda Housing Authority, Developer, Renewed Hope Housing
Advocates, and Arc Ecology entered into that certain Settlement Agreement (the "Settlement
Agreement ").
C. Pursuant to the terms of the Settlement Agreement and subject to its terms and
conditions, City and Developer are obligated to fund and construct, or cause to be constructed,
the FISC /East Housing Affordable Housing Project (as defined in the Settlement Agreement) on
a three (3) acre parcel (the "FISC /East Housing Affordable Housing Project Site ") within the
Property, as depicted on Exhibit A to the Settlement Agreement.
D, In order to implement construction of the FISC/East Housing Affordable Housing
Project, the CIC and Developer desire to amend the DDA to, among other things, provide for the
removal of the FISC/East Housing Affordable Housing Project Site from the Property that is
subject to the DDA.
NOW THEREFORE, in consideration of the mutual terms, covenants, conditions and
promises set forth herein, the City and Developer agree as follows:
1. Amendment of Recital F. Clause (ii) of Recital F of the DDA is hereby deleted in
its entirety and replaced with the following:
(ii) approximately six (6) acres of parks and open space distributed throughout
the Residential Project, including an approximately four (4) acre public park and four (4)
one -half (1/2) acre neighborhood mini-parks.
2. Amendment of Section 1.4. Section 1.4 of the DDA is hereby deleted in its
entirety and replaced with the following:
1.4 Deletions of Pronertv. The parties acknowledge that the CIC and/or the
City has entered into or intends to enter into agreements with several parties which will
result in the deletion of certain property from the Property. These agreements include:
8FRL). I XMI S317607.OS(3S17607 5.000)
Exhibit A
(i) that certain Memorandum of Understanding executed by all of the parties thereto as of
February 22, 2000, by and among the ARRA, the CIC, the Alameda Housing Authority
(the "Housing Authority"), the City, the County of Alameda, and the Alameda Point
Collaborative, Inc., successor -in- interest to the Alameda County Homeless Base
Conversion Collaborative (the "Housing Agreement "), which provides for the
conveyance of certain property (the "Multi- Family Housing Site ") shown in the
alternative locations in the Housing Agreement, for development of thirty -nine (39) units
of multi - family housing (the "Multi- Family Housing ") that are proposed independently of
the Project; (ii) an agreement between the City and the Alameda Unified School District
(the "AUSD "), dated March 28, 2000, as it may be amended (the "School Agreement "),
which provides for the conveyance of certain property described therein to the AUSD for
a school site (the "School Site "); (iii) an agreement between the Port of Oakland (the
"Port") and the CIC dated January 18, 2000 (the "Port Agreement "), pursuant to which
the CIC transferred to the Port a portion of the Property generally described in the Port
Agreement (the "Port Property"); and (iv) the Settlement Agreement (the "Settlement
Agreement ") dated March 20, 2001, by and between the City, the CIC, ARRA, the
Alameda Housing Authority, Developer, Renewed Hope Housing Advocates and Arc
Ecology, which provides for an approximately three (3) acre portion of the Property (the
"FISC/East Housing Affordable Housing Project Site ") to be developed as a sixty (60)
unit affordable housing project ( "FISC/East Housing Affordable Housing Project ") to be
constructed pursuant to the terms of the Settlement Agreement independently of the
Project. At such times as the Multi - Family Housing Site and the FISC /East Housing
Affordable Housing Project Site are finally selected pursuant to the Housing Agreement
and the Settlement Agreement, respectively, and the School Site is created as a separate
legal parcel consistent with the Master Tentative Map, Developer and the CIC shall
revise the description of the Property to remove from the legal description the portions of
the Property that are to be conveyed to third parties for the Multi - Family Housing Site,
the FISC /East Housing Affordable Housing Project Site and the School Site. At the time
of such deletions, the term "Property" herein shall automatically exclude such portions of
the Property so deleted. Prior to recordation of the deeds conveying any portion of the
Property to the Port, the AUSD, or to the Housing Authority or other entity(ies) to be
used for the Multi - Family Housing Site and the FISC /East Housing Affordable Housing
Project Site pursuant to the above - described agreements, the CIC and Developer shall
enter into a release, substantially in the form attached hereto as Attachment 7, releasing
the Multi - Family Housing Site, the FISC/East Housing Affordable Housing Project Site,
the School Site and the Port Property, as applicable, from this Agreement, The CIC shall
cooperate with the City to allow the City to execute similar releases, if needed, under the
Development Agreement.
3. Amendment of Section 2,3.1. Section 2.3.1 of the DDA is hereby deleted in its
entirety and replaced with the following:
2.3.1 Residential Conveyance Parcels. The "Residential Conveyance Parcels"
consist of the six (6) parcels of Residential Project Land as shown on the Residential
Conveyance Map. Each Residential Conveyance Parcel consists of sufficient Residential
Project Land to develop at least seventy -five (75) Residences, other than (i) Residential
Conveyance Parcel 1, which consists of sufficient Residential Project Land to develop
one hundred seventy -six (176) Residences, (ii) Residential Conveyance Parcel 2, which
2
avRuuaM1451709.0S(ASN601 a.DOC)
may also contain Additional Land as reimbursement to Developer of Predevelopment
Costs in accordance with Section 5.5.1, and (iii) Residential Conveyance Parcel 6, which
consists of the remainder of the Residential Project Land. The acreage of any particular
Residential Conveyance Parcel may vary depending on the density of the development on
the Residential Conveyance Parcel.
4. Amendment of Section 2.3.2. Section 2.3.2 of the DDA is hereby deleted in its
entirety and replaced with the following:
2.3.2 Business Park Conveyance Parcels. The "Business Park Conveyance
Parcels" consist of the six (6) parcels of Business Park Land as shown on the Business
Park Conveyance Map. Each Business Park Conveyance Parcel consists of
approximately fourteen and four- tenths (14.4) acres, other than (i) Business Park
Conveyance Parcel 1, which may also contain Additional Business Park Land as
reimbursement to Developer of Predevelopment Costs in accordance with Section 5.5.1,
(ii) Business Park Conveyance Parcel 3, which consists of approximately seven and
sixty -one hundredths (7,61) acres, and (iii) Business Park Conveyance Parcel 6, which
consists of approximately four and fifty -three hundredths (4.53) acres,
5. New Section 4.13.10. A new Section 4.13,10 is hereby added to the DDA which
states in its entirety as follows:
4.13.10 construction of F,$C/East Housing Affordable Housing Proiect:
Residential Conveyance Parcel 4. With respect to Residential Conveyance Parcel 4 (or
whichever Residential Conveyance Parcel follows the Residential Conveyance Parcel
that includes the 276th Residence), construction of the FISC /East Housing Affordable
Housing Project shall have commenced in accordance with the Settlement Agreement,
Notwithstanding the foregoing, the Condition Precedent set forth in this Section 4.13.10
shall apply only during such period that the Settlement Agreement is in full force and
effect.
6. Amendment to Section 5.5. Section 5,5 of the DDA is hereby deleted in its
entirety and replaced with the following:
5.5 Reimbursement of Predevelopment Costs. In conncction with the City's
and ARR.A's acquisition from the Navy of the FISC Site and the East Housing Site and in
order to facilitate the CIC's ultimate transfer of the Residential Project Land and the
Business Park Land to Developer in accordance with this Agreement, Developer has
incurred and, prior to the Initial Conveyance, will continue to incur, certain
predevelopment costs relating to the Project, including, but not limited to, costs relating
to preparation of the EIR, the Master Plan and other Project Approvals, planning, design
and engineering of the Backbone Infrastructure, geotechnical and environmental studies
and investigation of the Property, and surveys (collectively, the "Predevelopment
Costs "). The CIC shall reimburse Developer for the Predevelopment Costs, together with
an Equity Rate of Return on the Predevelopment Costs from the date incurred until the
date reimbursed (collectively, the "Reimbursement Amount ") in accordance with this
Section 5.5. The Reimbursement Amount as of the Initial Conveyance is estimated to
3
BPU miIMtde17bov.03(017mi,.00c)
equal approximately Five Million Dollars ($5,000,000.00) (the "Estimated
Reimbursement Amount "),
5.5.1 Transfer of Additiona Land. As part of the Conveyance of
Residential Conveyance Parcel 1 and either Residential Conveyance Parcel 2 or
Business Park Conveyance Parcel 1 (at Developer's election), and at no additional
monetary consideration to Developer, the CIC shall transfer to Developer a
sufficient amount of additional Net Acreage (the "Additional Land ") within the
Residential Project and/or the Business Park to reimburse Developer for the sum
of (i) the Estimated Reimbursement Amount and (ii) carrying costs for the
Additional Land at the Equity Rate of Return for a period of two (2) years after
the Conveyance. The Additional Land shall consist of (A) approximately one
hundred one (101) Residential Lots in the Residential Project (the "Additional
Residential Project Land "), and (B) sufficient Net Acreage of either Business Park
Land (the "Additional Business Park Land ") or Residential Project Land (at
Developer's election) to reimburse Developer for the remainder of the Estimated
Reimbursement Amount, plus carrying costs for such Net Acreage of Business
Park Land or Residential Land at the Equity Rate of Return for a period of two (2)
years after the Conveyance,
5.5.2 Credit to Purchase Price. If the Reimbursement Amount exceeds
the Estimated Reimbursement Amount, then the CIC shall reimburse Developer
for the portion of the Reimbursement Amount that exceeds the Estimated
Reimbursement Amount by crediting such excess to the Purchase Price payable
by Developer at Close of Escrow for the Conveyance to Developer of the
Additional Land described in clause (B) of Section 5.5,1 above.
5.5.3 Recalculated Additional Business Park Land Price. The
Guaranteed Minimum Price -BP for the Flex -Tech Area (i.e., $8.18 per square foot
of Net Acreage) shall be used for purposes of calculating the Net Acreage of any
Additional Business Park Land to be Conveyed to Developer pursuant to
clause (B) of Section 5.5.1 above. If Additional Business Park Land is Conveyed
to Developer pursuant to clause (B) of Section 5.5.1 above, then, within ninety
(90) days after the Conveyance of Business Park Conveyance Parcel 1, the CIC
and Developer shall cause the Income Based Land Valuation for the Additional
Business Park Land to be calculated in accordance with Section 3.3.2.3(b) and
Section 3.3.2.3(c). The product of (i) the Income Based Land Valuation of the
Additional Business Park Land multiplied by (ii) the Purchase Price Factor (PPF)
shall be referred to as the "Recalculated Additional Business Park Land Price," If
the Recalculated Additional Business Park Land Price is greater than the
Guaranteed Minimum Price -BP for the Flex -Tech Area, then Developer shall pay
to the CIC the amount equal to fifty percent (50 %) of (A) the square footage of
the Net Acreage of the Additional Business Park Land multiplied by (B) the
difference between (x) the Recalculated Additional Business Park Land Price and
(y) the Guaranteed Minimum Price -BP for the Flex -Tech Area (i.e., $8.18 per
square foot of Net Acreage). Developer shall pay such amount to the CIC,
together with the payment of the remaining fifty percent (50 %) of the Business
Park Purchase Price for Business Park Conveyance Parcel 1, on the first
4
SFRLIBIKM(SIi1o07.05(5611607 f.DOC)
anniversary of Close of Escrow for Business Park Conveyance Parcel 1 in
accordance with Section 3.4.2. If the Recalculated Additional Business Park
Land Price is less than the Guaranteed Minimum Price -BP for the Flex -Tech
Area, then no readjustment shall be made under this Section 5.5,3.
7. Amended Section 5.7.3, Section 5.7.3 of the DDA is hereby deleted in its entirety
and replaced with the following:
5.7.3 Permit to Enter. When and as required to perform Demolition or the
design and construction of Backbone Infrastructure, the CIC and Developer shall, upon
Developer's reasonable prior request, execute a permit to enter or notice to proceed in a
form mutually agreed to by Master Developer and the CIC, to permit Developer or its
agents or designees to enter and access the necessary portions of the Property, and, where
applicable, assist in obtaining permits to enter as to real property leased, owned or
controlled by ARRA, the City or a City agency in the Project Areas for any purpose
associated with Developer's rights and obligations under this Agreement.
8, Amended Section 6.1,3. Section 6.1.3 of the DDA is hereby deleted in its entirety
and replaced with the following and, in addition, all references in the Agreement to "Acquisition
and Funding Agreement" are hereby amended to read "Construction Reimbursement
Agreement ":
6.1.3 Construction Reimbursement Agreement, The CIC, the City and Catellus
Construction Corporation, a wholly -owned subsidiary of Master Developer, have entered
into the Construction Reimbursement Agreement dated as of August 21, 2001 (the
"Construction Reimbursement Agreement "), pursuant to which Catellus Construction
Corporation, as an independent contractor, agreed to perform the Demolition and the
design, permitting and construction of the Backbone Infrastructure in accordance with
and subject to the terms of the Construction Reimbursement Agreement. The CIC or the
City shall make payments for the Demolition Costs and the Backbone Infrastructure
Costs as more particularly provided in the Construction Reimbursement Agreement. The
Construction Reimbursement Agreement describes in more detail the parties' respective
rights and obligations for Demolition and Backbone Infrastructure including, but not
limited to, procedures for the CIC's or the City's payment for the Demolition Costs and
the Backbone Infrastructure Costs, and the parties' respective rights to terminate the
Construction Reimbursement Agreement, The Construction Reimbursement Agreement
also describes the Initial Demolition and the Backbone Infrastructure for Residential
Conveyance Parcel 1 and Business Park Conveyance Parcel 1. Master Developer, the
CIC and the City shall use best efforts to negotiate and execute an amendment to the
Construction Reimbursement Agreement not less than thirty (30) days prior to each
Residential Conveyance Date and Business Park Conveyance Date. The scope of the
Construction Reimbursement Agreement amendments shall be limited to describing the
Demolition and the Backbone Infrastructure (including costs and scheduling) for the
Demolition Phase and the Backbone Infrastructure Phase relating to the Conveyance
Parcel that is the subject of the Construction Reimbursement Agreement amendment.
9, New Section 6.2.2.10. A new Section 6,2.2.10 is hereby added to the DDA which
states in its entirety as follows:
5
6PRLIIIRSMI∎5617607.05(5517G07 5.000)
6.2.2.10 FISC/East Housing Affordable Housing Project, Amounts payable
to Master Developer under the Shortfall Loan as necessary to maintain the 2:1 loan to
value ratio required under the Shortfall Loan, but only to the extent that there are
insufficient funds from (i) the twenty percent (20 %) affordable housing set aside from
BWIP and APT tax increment generated from the Project; and (ii) the Housing Fee set
forth in Section 7.2,2 of this Agreement.
10. Amendment to Section 7,1,5. The following is added to the end of Section 7.1,5
of the DDA:
Notwithstanding anything in this Agreement or the Schedule of Performance to the
contrary, provided that the Settlement Agreement is in full force and effect, Developer's
obligation to commence and complete construction of the 277th and subsequent
Residences in the Residential Project shall be tolled until such time as construction of the
FISC/East Housing Affordable Housing Project has commenced in accordance with the
Settlement Agreement.
11, Amendment of Section 7.2,1. Section 7,2.1 of the DDA is hereby deleted in its
entirety and replaced with the following:
7.2.1 Inclusionary Housing Compliance. Developer shall be responsible under
the Inclusionary Housing Compliance Plan to provide on -site affordable housing in the
amount of at least fifteen percent (15 %) of the total number of Residences (including the
Moderate Income Residences and the Multi- Family Housing, but excluding the
FISC/East Housing Affordable Housing Project) in the Residential Project, of which at
least forty percent (40%) must be units affordable to "very low income households" (as
defined pursuant to Redevelopment Law), Developer shall meet its responsibility under
the Inclusionary Housing Compliance Plan by (i) paying an in -lieu fee to meet its
obligation to provide at least six percent (6%) of Residences affordable to very low
income households (the "Very Low Income Units ") as described in Section 7.2.2 below,
and (ii) including on -site in the Residential Project units that are affordable to "moderate
income households" (as defined in Section 7.2,3.1) in the amount of at least nine percent
(9%) of the Residences in the Residential Project (the "Moderate Income Residences "),
If the Settlement Agreement is in full force and effect, there shall be a minimum of forty -
four (44) Moderate Income Residences in the Residential Project.
12, Amendment of Section 7,2.3. Section 7,2.3 of the DDA is hereby deleted in its
entirety and replaced with the following:
7.2,3 Moderate Income Residences. The Moderate Income Residences shall be
provided on -site in the form of single- family attached or detached units located in the
Residential Project. The Moderate Income Residences shall be subsidized by Developer
and conditioned as required in this Section 7.2.3 to attain and maintain affordability. For
each Moderate Residence, the restrictions and conditions are as follows:
7.2.3.1 First Sale, The first sale of the Moderate Income Residences shall
be sold only to purchasers who qualify as "moderate income households" as
follows: (i) one -third (1/3) of the Moderate Income Residences shall sold only to
6
SFRlJe1TMIUS11401.DS(6611607 S.DOC)
purchasers whose household incomes are at or below ninety percent (90 %) of the
area median income adjusted for household size as defined by the current income
limits for Oakland PMSA published by the United States Department of Housing
and Urban Development (HUD) (the "Adjusted Area Median Income "); (ii) one -
third (1/3) of the Moderate Income Residences shall sold only to purchasers
whose household incomes are at or below one hundred percent (100 %) of the
Adjusted Area Median Income; and (iii) one -third (1/3) of the Moderate Income
Residences shall sold only to purchasers whose household incomes are at or
below one hundred ten percent (110 %) of the Adjusted Area Median Income.
Each prospective purchaser, family or household shall be screened for eligibility
under this condition by Developer (with respect to the first sale of a Moderate
Residence), and by the CIC (with respect to resales of the Moderate Income
Residences) prior to completion of each respective sale and resale. Developer
shall submit to the CIC or its agent documentation regarding the purchaser's
eligibility within fifteen (15) days after execution of the purchase agreement for
the first sale of a Moderate Residence to the purchaser. The CIC shall use diligent
good faith efforts to notify the requesting party whether or not the documentation
is satisfactory within three (3) weeks after receipt of the documentation. Adjusted
Area Median Income limits are updated annually, and Developer shall use the
Adjusted Area Median Income limits in effect at the time purchasers are
submitted to the CIC or its agent for approval. Adjusted Area Median Income
limits for the year 2000 are provided in Attachment 15, attached hereto.
7.2.3.2 Calculation of First Sales Price. The first sales price of a
Moderate Residence shall be calculated using the "Affordable Housing Cost
Formula," defined as follows: each prospective purchaser household's total
annual housing costs cannot exceed thirty -five percent (35 %) of one hundred ten
percent (110 %) of the Adjusted Area Median Income. "Total annual housing
costs" includes the mortgage payment, property taxes, utilities, property insurance
and homeowners association fees. The "Affordable Housing Price" is defined as
the price at which a Residence may be sold subject to the Affordable Housing
Cost Formula after a down payment toward the purchase price of the Residence of
no more than twenty percent (20 %).
7.2.3.3 Calculation of Resale Price. Any resale price of a Moderate
Residence shall not exceed either the Affordable Housing Price, defined above, or
the Resale Formula Price, whichever is less. The "Resale Formula Price" is
defined as follows: the resale price of the Moderate Residence cannot exceed (1)
the original sale price, or thereafter, the resale price paid by the current
owner /seller, plus (2) non - recurring costs paid through escrow by the owner /seller
when purchasing the Moderate Residence, plus (3) the total of paid or unpaid
homeowners' association fees and assessments for the respective ownership
period, plus (4) the actual cost of all capital improvements made to the Moderate
Residence by the owner /seller, plus (5) an amount equal to items (1) and (4)
multiplied by the percentage increase in the CPI between the quarter of the year in
which the owner /seller acquired title to the Moderate Residence and the date of
subsequent transfer, plus (6) an additional appreciation equal to one quarter of one
percent (.25 %) for each full three (3) months elapsed since the owner /seller
7
BBB,1.IB1NCM 14517007.0!(Ef 17f07_S.DOC)
acquired title to the Moderate Residence and the month in which the owner /seller
transfers the Moderate Residence, and applied to the total appreciated price
derived in accordance with item (5) herein, less any costs necessary to restore or
repair the Moderate Residence to its condition at the time it was originally
acquired by the owner /seller, reasonable wear and tear excepted.
7.2,3,4 Necessary Documentation. For the first sale of a Moderate
Residence, Developer shall present the CIC with a qualified buyer. Developer
shall submit a Qualified Buyer Application substantially in the form of
Attachment 16. attached hereto, with current income and maximum monthly
housing cost limits and all documentation necessary to verify income and monthly
housing costs. The owner /seller shall, in each resale of a Moderate Residence,
notify and request the CIC, or its agent, to provide a qualified and eligible buyer.
In the case of resales, the CIC shall have a first right of refusal to purchase the
Moderate Residence at a price determined by Section 7.2.3.3 above. Prior to a
buyer's submitting a purchase agreement for a Moderate Residence, Buyer's
Acknowledgement of Representations substantially in the form of Attachment 17,
attached hereto, shall be explained by seller and signed by buyer and seller.
7.2,3.5 Declaration of Buyer. All sales following the first sale of a
Moderate Residence shall include a declaration by the buyer(s) that the buyer(s)
agree(s) to and shall occupy the Moderate Residence within forty -five (45) days
after transfer of the title to the buyer and until resale hereunder, excepting
therefrom any beneficiary under a deed of trust or mortgage obtaining title
through foreclosure.
7.2.3.6 Owner - Occupied Residences. All owners of Moderate Income
Residences must occupy the premises themselves. They may not rent the
premises thereon to third persons. The subsidy involved is intended for owner -
occupied units only. Any profits received from such rents shall be held in trust
for, and shall become the property of, the CIC. Exceptions shall be made for
extraordinary circumstances beyond the control of owner upon review and
approval by the CIC.
7,2,3.7 Covenant Running with the Land. A covenant running with the
land substantially in the form of Attachment 18. attached hereto, shall be recorded
against the Residential Lots on which the Moderate Income Residences are
constructed to assure the continuing affordability of the Moderate Income
Residences in perpetuity. The form of covenant in Attachment 18 shall be revised
as necessary to reflect the applicable percentages of Adjusted Area Median
Income set forth in Section 7.2,3.1. The obligation set forth in this Section 7.2.3,7
shall survive the recordation of a Certificate of Completion for the subject
Residential Lot until such time as the affordability covenant is recorded.
7.2.3,8 Termination of Settlement Agreement. In the event of a
termination of the Settlement Agreement, Developer and the CIC shall amend this
Agreement such that (i) the affordability requirements of the Moderate Income
Residences shall be revised so that all of the Moderate Income Residences shall
8
OrYlte,l6M 11t6I 7667.Oi( 337607 S.DOC)
affordable to purchasers whose household incomes are at or below one hundred
twenty percent (120 %) of the Adjusted Area Median Income and (ii) the
affordability requirements for the Moderate Income Residences shall be a
covenant running with the land only during the life of the APIP i.e., until 2043).
13. New Defined Terms. The following new Defined Terms are hereby added to the
Defined Terms section of the DDA (Appendix 1):
Adiusted Area Median Income. The term "Adjusted Area Median Income" shall
have the meaning set forth in Section 7.2.3,1.
Construction Reimbursement Agreement, The term "Construction
Reimbursement Agreement" shall have the meaning set forth in Section 6.1.3.
EISC/East Housing Affordable Housing Proiect. The term " FISC/East Housing
Affordable Housing Project" shall have the meaning set forth in Section 1.4.
FISC /East Housing Affordable Housing Proiect $ite. The term " FISC/East
Housing Affordable Housing Project Site" shall have the meaning set forth in
Section 1.4.
Moderate Income Residences. The term "Moderate Income Residences" shall
have the meaning in Section 7.2.1.
Settlement Agreement. The term "Settlement Agreement" shall have the meaning
set forth in Section 1.4.
Shortfall Loan. The term "Shortfall Loan" shall mean the loan, if any, made by
Master Developer to the City or the CIC at the request of the City or the CIC, with
respect to the FISC/East Housing Affordable Housing Project in accordance with the
document titled "Summary of Certain Terms Relating to an Agreement Among Catellus
Development Corporation, the City of Alameda, the Community Improvement
Commission of the City of Alameda and the Alameda Housing Authority Regarding
Implementation of the Renewed Hope /Arc Ecology Settlement Agreement," dated
March 19, 2001, between Master Developer and the City.
14. Deleted Defined Terms. The following Defined Terms are deleted in their
entirety from the Defined Terms section of the DDA (Appendix 1): Acquisition and Funding
Agreement; Backbone Infrastructure Components; Demolition Segments; and Moderate
Residences.
15. Amended Defined Terms. The Defined Term for Residential Publicly Maintained
Streets in the Defined Terms section of the DDA (Appendix 1) is deleted in its entirety and
replaced with the following:
Residential Publicly Maintained Streets. The term "Residential Publicly
Maintained Streets" shall mean those streets denominated as Streets A, B, C, D, E and F
on the Master Tentative Map for the Residential Project.
9
SPRLIE MM14517607.050517(A7_!.DOC)
16, Revised Attachments. The following Attachments to the DDA are deleted in their
entirety and replaced with the Attachments attached hereto that have the corresponding
Attachment numbers: 1, 4, 11, 23, 24, 25, 26, 27, and 28.
17. Authority. The persons signing below represent that they have the authority to
bind their respective Party, and that all necessary board of directors', shareholders', partners',
city councils', redevelopment agencies' or other approvals have been obtained.
18. Counterparts. This First Arnendment may be executed in one or more
counterparts, and all of the counterparts shall constitute but one and the same agreement,
notwithstanding that all Parties hereto are not signatory to the same or original counterpart.
19. Ratification of Agreement. The DDA, as modified by this First Amendment,
remains in full force and effect, and the Parties hereby ratify the same.
IN WITNESS WHEREOF, the Parties hereto have executed one or more copies of this
First Amendment as of the date first set forth above.
"Developer"
CATELLUS DEVELOPMENT
CORPORATION, a Delaware corporation
By :j ,r
Name: )t
By:
Name:
Its:
ATTESTATION: "CIC"
By:
Secretary
APPROV AS TO FORM
By: v-' ' /
eneral Counsel
SFRL16116M IUS 17607.05( 5517001_6.DO C)
COMMUNITY IMPROVEMENT
COMMISSION OF THE CITY OF ALAMEDA,
a public body corporate and politic
By:
Name:
Its:
10
I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly
adopted and passed by the Community Improvement Commission of the City of Alameda in a
Special Community Improvement Commission meeting assembled on the 18th day of December,
2001, by the following vote to wit:
AYES: Commissioners Daysog, DeWitt, Johnson, and
Chair Appezzato - 4.
NOES: None.
ABSENT: Commissioner Kerr - 1.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Commission this 19th day of December, 2001.
1-0-4(-6\ (A)-eA .cC7 y-'-
Lara Weisiger, Secretary
Community Improvement Commission
alph
Community Improvement Commission