HomeMy WebLinkAboutD-2198 Second Administrative Amendment to Development Agreement - San Luis RanchRECEIVED
i J ^,N 2 8 2022
.1.0 l) CLERK
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
City of San Luis Obispo
c/o City Clerk
990 Palm Street
San Luis Obispo, CA 93401
Recording Fees- Exempt Pursuant to
Government Code § 27383
2021073927
Helen Nolan '
San Luis Obispo - County Clerk -Recorder
11/03/2021 12:46 PM
Recorded at the request of:
PUBLIC
Titles: 1 Pages: 8
Fees: $0.00
Taxes: 0.00
Total: 10..00
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
SECOND ADMINISTRATIVE AMENDMENT
TO DEVELOPMENT AGREEMENT
THIS SECOND ADMINISTRATIVE AMENDMENT TO DEVELOPMENT
AGREEMENT (the "Second Administrative Amendment") is made in San Luis Obispo County,
California as of 5' _, 2021, by and between the City of San Luis Obispo, a
California general law city ("City"), and MI San Luis Ranch LLC ("SLR"). The City and SLR
may be referred to herein as a "Party" or, collectively, as the "Parties."
RECITALS
A. The City and SLR entered into that certain Development Agreement dated as of
on or about September 18, 2018 (thy "Development Agreement"), which was recorded against
certain real property located within the City as described in the Development Agreement (the
"Pro e ") as Instrument No. 2018039139 in the San Luis Obispo Recorder's Office. All terms
not specifically defined in this Second Administrative Amendment shall have the meanings
ascribed to them in the Development Agreement.
B. Section 9.04 of the Development Agreement provides that minor modifications to
any Project Approval may be approved by the Planning Director through an Administrative
Amendment where such amendments or modifications are both minor and substantially conform
to the material terms of the Development Agreement.
C. The Parties desire to enter into this Administrative Amendment to set forth the
Parties' understanding and agreement with regard to changes in the timing of notifications under
the Local Preference Program set forth in Exhibit F of the Development Agreement, which
changes the Planning Director has determined are minor and substantially conform to the
material terms of the Development Agreement and the Applicable Law and are appropriate to be
memorialized in an Administrative Amendment.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby
incorporated into the operative provisions of this Second Administrative Amendment by this
reference and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the City and SLR agree as follows:
D ZI mot.$
Section 1. Local Preference "SLO Workers First" Program.
The provisions of the Local Preference ("SLO Workers First") Program set forth on
pages 5 through 7, inclusive, of Exhibit F to the Development Agreement, shall be modified to
read as set forth in Exhibit 1 to this Second Administrative Amendment, which is hereby
incorporated herein by reference.
Section 2. Miscellaneous Provisions.
(a) Entire Agreement. Except for the Development Agreement which this Second
Administrative Amendment amends, the First Administrative Amendment and the prior
Operating Memoranda, this Second Administrative Amendment represents the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, whether oral or written, between the Parties with respect to the matters
contained in this Second Administrative Amendment.
(b) Section Headings. The section headings contained in this Second Administrative
Amendment are for convenience and identification only and may not be deemed to limit or
define the contents to which they relate.
(c) Counterparts. This Second Administrative Amendment may be executed in any
number of counterparts, each of which will have the same force and effect as if executed in the
form of an original single document.
(d) Waiver. No waiver of any provision of this Second Administrative Amendment
will be effective unless in writing and signed by a duly authorized representative of the Party
against whom enforcement of a waiver is sought.
(e) Severability. If any term, covenant, condition or provision of this Second
Administrative Amendment, or the application thereof to any person or circumstance, is held by
a court of competent jurisdiction or rendered by the adoption of a statute by the State of
California or the United States invalid, void or unenforceable, the remainder of the terms,
covenants, conditions or provisions of this Second Administrative Amendment, or the
application thereof to any person or circumstance, will remain in full force and effect and will in
no way be affected, impaired or invalidated thereby; provided that the invalidity or
unenforceability of such provision does not adversely affect the benefits accruing to, or the
obligations imposed upon, any Party to this Second Administrative Amendment of the
Development Agreement.
(t) No Reliance on Other Parties. All Parties to this Second Administrative
Amendment declare that, prior to the execution of this Second Administrative Amendment, they
have informed themselves of sufficient relevant data, either through experts or other sources of
their own selection, and have sought and obtained legal counsel, in order that they might
intelligently exercise their own judgment in evaluating the contents of this Second
Administrative Amendment and making the decision to execute it. The Parties each represent
and acknowledge that in executing this Second Administrative Amendment, they do not rely and
have not relied upon any representation or statement not set forth herein made by any other Party
to this Second Administrative Amendment or their respective legal counsel with regard to the
subject matter, basis or effect of this Second Administrative Amendment.
(g) Construction. The provisions of this Second Administrative Amendment will be
liberally construed to effectuate its purpose. The language of this Second Administrative
Amendment will be construed according to its plain meaning and may not be construed for or
against any Party, as each Party has participated in the drafting of this Second Administrative
Amendment and has had its legal counsel review it. Whenever the context and construction so
require, all words used in the singular will be deemed to be used in the plural and vice versa.
(h) Successors and Assigns. This Second Administrative Amendment and the
Development Agreement that it amends are binding on and inure to the benefit of the Parties and
their respective legal representatives, successors and assigns.
(i) Governing Law. The validity and interpretation of this Second Administrative
Amendment is governed by the laws of the State of California without giving effect to the
principles of conflict of laws.
0) Authorizations. Each Party certifies and warrants that all individuals executing
this Second Administrative Amendment and other related documents on its behalf have the
capacity and have been duly authorized to do so.
(k) Impact of Second Administrative Amendment on Development Agreement.
Unless otherwise specifically amended by this Second Administrative Amendment, all
provisions of the Development Agreement, the First Administrative Amendment, and the
Operating Memoranda are hereby ratified and remain in full force.
IN WITNESS WHEREOF, the Parties to this Second Administrative Amendment have
each executed this Second Administrative Amendment as of the date first written above.
[signatures begin on following page]
CITY:
CITY OF SAN LUIS OBISPO,
a municipal corporation of the State of California
By: G_
Michael Codron
Community Development Director
DEVELOPER:
MI SAN LUIS RANCH LLC
a Delaware limited liability company
By: MI ENTITLEMENT IV, LLC
a Delaware limited liability company
Its: Sole Member and Manager
By: Presidio Merced Land IV Passive, LLC
a Delaware limited liability company, its Manager
By:z-
Michael M. S a/ative
Its: Authorized Represe
EXHIBIT 1
LOCAL PREFERENCE ("SLO WORKERS FIRST")
Section 1. Local Preference ("SLO Workers First"). SLR shall maintain an interest list for
persons interested in purchasing or renting residences within the SLR SP area, and SLR shall take
reasonable steps to publicize the existence of the list through local media outlets. SLR will give
first preference to purchase or rent any residence within the SLR SP area to Local Employees
identified on the interest list. Specifically, for purposes of this Section, the term "Local
Employee(s)" shall include individuals who are employed by employers that are located in
geographic areas that are customarily included in the City's annual jobs -housing balance analysis
in the City's General Plan Annual Report, including the following zip codes: 93401, 93405 and
93407, and employees working within the City's corporate limits and areas outside the City limits
for employers such as Cal Poly, California Men's Colony, Cuesta College, employers on
agricultural lands within the Edna Valley area and business parks on South Broad Street ("Local
Employers"). New employees to businesses in these geographic areas with bona fide employment
offers will be considered Local Employees as well. SLR will maintain and update the interest list
through full build -out of the Project. SLR will operate and administer this program as follows:
(a) SLR shall maintain the interest list and shall separate and prioritize names of Local
Employees based on interest in each Product Type. In addition to the notifications required in
subsection (b), SLR shall not less than quarterly on March 1, June 1, September 1 and December
1 of each year provide a notification to all Local Employees on each interest list of the availability
of all Product Types to afford Local Employees the opportunity to request movement to a different
interest list.
(b) Ninety days before a Product Type is released for sale, SLR shall notify Local Employees
on the Product Type interest list of the opportunity to purchase or rent a residence on a lottery
basis. To ensure equal opportunity for all Local Employees, the notification of Product Type
available will be completed via electronic communication utilizing information provided on the
Product Type interest list. Once notified, those individuals shall have 60 days to get pre -qualified
to purchase or rent the residence and to provide SLR with proof that the individual is a Local
Employee (i.e. paycheck or bona fide offer of employment from a Local Employer). Any and all
such documentation provided to SLR shall be deemed confidential. A priority list will be
established based on the timing of pre -qualification, except for the affordable units, which will be
offered via lottery. If a Local Employee fails to get pre -qualified or fails to provide SLR with
proof of local employment within the 60 day time period indicated above, then SLR may remove
or put that name at the end of the interest list.
(c) SLR agrees not to sell or rent any units within the Project to any individual without first
offering the unit to Local Employees who are on the interest list for that Product Type. Upon
exhausting all Local Employees on the interest list for the available Product Type, SLR agrees to
give priority in the sale or rental of such units to individuals employed full-time by employers
located in the County of San Luis Obispo ("County Employee(s)"). SLR shall notify County
Employees on the interest list, pursuant to this subsection, of the opportunity to purchase or rent a
residence on a lottery basis. The same methodology for notification and establishing a priority list
5
as identified in Section 4.1(b) shall be implemented. Once notified, those individuals shall have
60 days to get pre -qualified to purchase or rent the residence and to provide SLR with proof that
the individual is a County Employee (i.e. paycheck or bona fide offer of employment from a local
employer). Upon exhausting all Local Employees and County Employees on the interest list for
the available Product Type, the unit may be offered to individuals who are employed outside the
County of San Luis Obispo. Except as set forth in subsection (e) below, any and all such
documentation provided to SLR pursuant to this subsection shall be deemed confidential.
(d) Nothing herein shall preclude SLR from notifying multiple Local Employees, or County
Employees, of the opportunity to purchase or rent a residence, so long as SLR complies with all
other provisions of this Section 4.1 Nor does anything herein preclude SLR from using a lottery to
prioritize the purchase and sale or rental of a unit if demand by Local Employees, or County
Employees, exceeds supply. Nothing herein shall preclude SLR from taking all reasonable actions
necessary in order to facilitate the sale or rental of units within the Project provided such actions
are consistent with the "SLO Workers First" preference program described in this Section. SLR
shall, upon request, provide documentation to the City on its implementation of this preference
program and provide City with the interest list and proof of employment for all sales made under
this preference program.
(e) At the Director's request, not more than quarterly, SLR or its designee(s) shall provide a
report to the Director to verify compliance with this Section.
City and SLR acknowledge that this preference program described above will accomplish three
important objectives: (i) use new housing to address the current imbalance between existing jobs
and housing; (ii) ensure that, to the maximum extent practicable, that the increased housing in San
Luis Obispo results in a decline in the current commute traffic; and, (iii) reduce competition from
outside buyers in the initial offering and sales.
Section 2. Local Heroes. In addition to all other provisions of this Agreement, SLR will offer
an incentive to buyers of any residential unit with the SLR SP area who are considered "Local
Heroes," defined for purposes of this Section as Police, Firefighters, Active and Retired Military,
Teachers, EMTs, Nurses, and City of San Luis Obispo or County of San Luis Obispo Employees.
The incentive described herein will include a minimum of $1,500 credited to the Local Hero buyer
at closing for use at the design center for upgrades and/or for closing costs. Qualification for this
incentive is verified through the buyer's loan application, as reviewed and confirmed by SLR's
Preferred Lender. At the Director's request, not more than quarterly, SLR or its designee(s) shall
provide a report to the Director to verify compliance with this Section.
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF A
COUNTY OF
Minnesota
Hennepin
ss:
On 0 C+V 6-G-r 2021 before me, Amy Sundell � •�{ (v � f G
Notary Public (insert name and title of the officer),
personally appeared Michael M. Sullivan , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: 7Acm {
AW SUNDELL
[Seal] N TAR' DUTAW
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss:
COUNTY OF Scvn Ws
On �p 1y5 � ,u4k , 2021 before me, VVA M-V\ kly&'O -s _
Notary Public (insert name and title of the officer),
personally appeared _ W.,C�a�\ C nA-41�1 C, . who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. MEGANw1LBAN1(s
Notary Public - California
San LU16 Obispo County
Signature: `?/ s��,,,,,��%/%� Commission r 2122526 i
[Seal]
END OF DOCUMENT