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Home My WebLink AboutReso 27-11 Arroyo Vista DDARESOLUTION NO. 27 - 11 A RESOLUTION OF THE CITY COUNCIL OF THE,CITY OF DUBLIN *~******~****,~*******~****~*****~*** APPROVING ASSIGNMENT AND ASSUMPTION OF DISPOSITION AGREEMENT AND SETTLEMENT AGREEMENT FOR THE ARROYO VISTA MARKET-RATE-FOR-SALE HOUSING PROJECT WHEREAS, the City is a party to the Disposition and Development Agreement for the Redevelopment of Arroyo Vista dated as of July 25, 2007, as amended by the First Amendment to Disposition and Development Agreement entered into as of January 26, 2010 (collectively, the "DDA") among the Housing Authority of Alameda County ("HACA"), the Dublin Housing Authority ("DHA"), Eden Housing, Inc., a California nonprofit public benefit corporation ("Eden"), and SCS Development Co. dba Citation Homes Central, a California corporation ("Citation") (collectively, the "DDA Parties"); and WHEREAS, the DDA Parties also entered into a settlement agreement dated as of December 1, 2009 to resolve litigation prompted by execution of the DDA (the "Settlement Agreement"); and WHEREAS, effective March 1, 2011, HACA and DHA entered into a Master Agreement to effect the consolidation of the activities of the two agencies and pursuant to which DHA transferred all its rights and responsibility for owning and operating the low income public housing program in the City of Dublin (the "City") to HACA; WHEREAS, pursuant to the terms of the DDA, the Authority sold approximately one-half of the Project site (the "Citation Parcel") to Citation for the purpose of developing 198 for-sale homes, 14 of which would be sold at below-market prices to moderate-income households (the "Citation Project"); and WHEREAS, pursuant to the terms of the DDA the Authority sold approximately one-half of the Project site (the "Eden Parcel") to Eden for the purpose of developing 50 units of affordable senior rental housing and 130 units of affordable family rental housing (the "Eden Project"); and WHEREAS, Citation and Eden have requested that the Citation Parcel be transferred to KB Home, a Delaware corporation, and that KB Home develop the Citation Project; and WHEREAS, Citation desires to assign the DDA and the Settlement Agreement, and all of the rights and obligations under the DDA and Settlement Agreement, to KB Home; and WHEREAS, KB Home desires to accept from Citation all of the rights and obligations of Citation under the DDA and the Settlement Agreement, as such pertain to the Project. Page 1 of 2 ~ ~ NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Assignment and Assumption of Disposition and Development Agreement, and Settlement Agreement (Arroyo Vista Market-Rate-For-Sale Housing) attached as Exhibit A and authorizes the City Manager or designee to make and approve any changes to same on behalf of the City. NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Assignment and any and all documents required by any party to complete the transaction between Citation and KB Home. PASSED, APPROVED AND ADOPTED this 15th day of March, 2011 by the following vote: AYES: Councilmembers Biddle, Hart, Swalwell, and Mayor Sbranti NOES: None ___ _ _ ABSENT: Councilmember Hildenbrand ABSTAIN: None ~ , ~ Mayor ATTEST: ~ ~d~'U City Clerk Reso No. 27-11, Adopted 3-15-11, Item 4.7 Page 2 of 2 3 ~; 8 ASSIGNMENT AND ASSUMPTION OF DISPOSITION AND DEVELOPMENT AGREEMENT, AND SETTLEMENT AGREEMENT (Arroyo Vista Market-Rate-For-Sale Housing} This Assignment and Assumption of Disposition and Development Agreement, and Settlement Agreement (the "Assignment") is entered into as of March l, 2011 (the "Effective Date"), by and between SCS Development Co., a California corporation, dba Citation Homes Central ("Assignor") and KB Home, a corporation ("Assignee"), with reference to the following facts: ~ ~~ RECITALS A. Assignor, the Dublin Housing Authority, a public body, corporate and politic ("DHA"), the City of Dublin, a municipal corporation (the "City"), the Housing Authority of the County of Alameda, a public body, corporate and politic ("HACA"), and Eden Housing, Inc., a California nonprofit public benefit corporation ("Eden") (Assignor, DHA, the City, HACA and Eden shall be refened to herein, collectively, as the "DDA Parties") entered into a Disposition and Development Agreement dated as of July 25, 2007, as amended by the First Amendment to Disposition and Development Agreement entered into as of January 26, 2010 (collectively, the "DDA"), pursuant to which the Parties agreed to the conditions under which Assignor and Eden would acquire that certain low-income housing project commonly known as Arroyo Vista~, HUD No. CA142000001 (the "Property") from DHA for the development of up to two hundred ten (210) market-rate for-sale housing units (the "Project"). B. The DDA Parties also entered into a settlernent agreement dated as of December 1, 2009 to resolve litigation prompted by execution of the DDA (the "Settlement Agreement"). C. Assignar desires to be released by the Assignee from all obligations in connection with the DDA and the Settlement Agreement and related obIigations and rights. . D. Assignor desires to assign to the Assignee, and the Assignee desires to accept from . Assignor, the assignment of the DDA and the Settlement Agreement and any related obligations incurred by Assignor, as such pertain to the Project. E. DHA has consolidated its activities with HACA and has transferred all of its rights, interests and obligations to HACA, including those specified in the DDA and the Settlement Agreement, pursuant to the Master Agreement, dated as.of March 1, 2011, by and among DHA; HACA, the City and HUD. Under the terms of the Master Agreement, and the Settlement Agreement, consent by HACA shall constitute also consent by DHA. F. The consent to such assignment by the City, HACA and Eden are required and are attached hereto as Exhibits A-C. 14G0\02\926194.6 ~X N-1 ~ ~'r -~I- "f y ATTACl~IIFJ4~:!~ ~ a~ ~. NOW, THEREFORE, in consideration of the ~foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1. Assi~nment bv Assi~nor. Assignor hereby assigns and delegates to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title and interest in and obligations under the DDA~and the Settlement Agreement. 2. Acceptance of Assi, ent. Assignee hereby accepts the above assignment and hereby assumes, agrees, and undertakes to be bound by, observe and perform all of the obligations, covenants, and agreements of Assignor pursuant to the DDA and the Settlement Agreerrient, to the same extent as if the Assignee had originally been named as a party thereto in the place and stead of the Assignor. Following the Effective Date of this Assignznent, as defined beiow, any reference to Assignor in the Agreement shall be deemed a reference to Assignee. 3. Release of AssiQnor. Assignee releases Assignor from all obligations imposed under the DDA and the Settlement Agreement_ However, nothing herein contained shall be construed as a release of Assignor from any obligations or liability which may have accrued prior to the Effective Date, and which obligations or liability are not expressly assumed herein by the Assignee. . 4. Representations and Warranties. Assignor represents and warrants to Assignee that the execution and delivery of this Assignment has been duly authorized, that this Assignment is a valid and legal agreement binding on the Assignor and that Assignor has not previously assigned, pledged, hypothecated or otherwise transferred to a third party any of its rights under the DDA or the Settlement Agreement. Assignee represents and warrants to Assignor that the execution and delivery of this Assignment and the performance of its obligations hereunder have been duly authorized and that this Assignment is a valid and legal agreement binding on the Assignee. California. Governin~ Law. This Assignment shall be governed by the laws of the State of 6. Effective Date. This Assignment shall be effective as of the Effective Date. 7. Counterparts. This Assignment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one (1) agreement. [SIGNATURE PAGE FOLLOWS] 2 I 460\02\926J 99.G ~~ g IN WITNESS WHEREOF, Assignor and Assignee have entered into thisAssignment as of the date first set forth above. ASSIGNOR: SCS DEVELOPMENT CO., a California corporation, dba CITATION HOMES CENTRAL By: _ Name: Title: ASSIGNEE: ~ KB HOME, a corporation . By: Name: Title: i ac,o~oz`~zc, i ~~~~.~ EXHIBIT A CONSENT BY THE CITY OF DUBLIN ~ ~ ~ The City of Dublin hereby consents to the assignment of the DDA and the Settlement Agreement, as defined in the attached Assignment Agreement, from SCS Development Co., a California corporation, dba Citation Homes Central, to KB Home, a corporation. CITY OF DUBLIN, a municipal corporation: APPROVED AS TO FORM: By: City Attorney A-1 By: _ Name: Title: ~ aeo~oz~ozc~ i ~~~.c, ~~l ~ V. EXHIBIT B - CONSENT BY THE HOUSING AUTHORITY OF THE COUNTY OF ALAMEDA The Housing Authority of the County of Alameda hereby consents to the assignment of the DDA and the Settlement Agreement, as defined in the attached Assignment Agreement, fram SCS Development Co., a California corporation, dba Gitation Homes Central, to KB Home, a corporation. ~ HOUSING AUTHORITY OF THE COUNTY OF . ALAMEDA, a public body, corporate and politic: By: Christine Gouig, Executive Director ~ B-1 14G0102\92(i 199.(~ 8' ~ ~ EXHIBIT C CONSENT BY EDEN HOUSING, 1NC. ~ The Eden Housing, Inc. hereby consents to the assignment of the DDA and the Settlement Agreement, as defined in the attached Assignment Agreement, fronn SCS Development Co., a California corporation; dba Citation Homes Central, to KB Home, a corporation. EDEN HOUSING, INC., a California nonprofit public benefit corporation: 1608261.1 By: Linda Mandolini, Executive Director C-l I 460\02\9261926