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with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any
<br />court, board, commission or agency binding on Developer, or any provision of the organizational
<br />documents of Developer, or will conflict with or constitute a breach of or a default under any
<br />agreement to which Developer is a party, or will result in the creation or imposition of any lien
<br />upon any assets or property of Developer, other than liens established pursuant hereto.
<br />(I) Pending Proceedings. Except as disclosed in writing to the City prior to
<br />execution of this Agreement, Developer is not in default under any law or regulation or under any
<br />order of any court, board, commission or agency whatsoever, and, to the best of Developer's
<br />knowledge, there are no claims, actions, suits or proceedings pending or, to the knowledge of
<br />Developer, threatened against or affecting Developer, at law or in equity, before or by any court,
<br />board, commission or agency. Developer is not the subject of a bankruptcy or insolvency
<br />proceeding.
<br />2.2 Effective Date. The obligations of Developer and City hereunder shall be effective
<br />as of the Effective Date which date is set forth in the preamble to this Agreement.
<br />2.3 Project Scope. Subject to City's approval of plans, compliance with CEQA, and the
<br />terms and conditions of this Agreement, the Project is proposed to include the construction of not
<br />less than 117 apartments that will be rented to low-income senior households at affordable rents,
<br />one manager's unit, ground floor commercial space designed for use as a childcare center, 59
<br />residential parking spaces, at least 15 commercial parking spaces, a car sharing parking space, the
<br />publicly accessible creekside trail that will be developed on the Creekside Trail Parcel and the
<br />eastern most portion of Fee Parcel Al, and related improvements. All of the residential units
<br />except the manager's unit will be subject to affordability and occupancy restrictions in accordance
<br />with the Regulatory Agreement. If within twelve (12) months following the Effective Date, City
<br />has not completed a land exchange and lot -line adjustment that will enable the City to convey Fee
<br />Parcel A2 to Developer and/or has not resolved any issues necessary to convey all of the Property,
<br />including the Tideland Parcel in fee simple to Developer, then the scope and/or footprint of the
<br />Project may be modified in a manner approved by City and Developer, or Developer may
<br />terminate this Agreement. The final approved Project scope, as such may be modified pursuant to
<br />this Section, will be described in Exhibit F and attached to this Agreement.
<br />2.4 Design Review; Conditions of Approval; Environmental Review. Developer will
<br />submit design documents for the Project, including a site plan, elevations and schematic drawings,
<br />for review and approval by the City Planning Commission or City Council, as applicable. If the
<br />City does not approve any submittal, the City shall provide a written statement of its grounds for
<br />such disapproval, and Developer shall submit revised design documents that address the City's
<br />objections. Developer agrees that it shall construct the Project in accordance with the approved
<br />design documents.
<br />Consistent with CEQA Guidelines Section 15332, the City Council has determined that
<br />as proposed, the Project qualifies for exemption from review under CEQA as an in -fill
<br />development project. In the event that the proposed Project is modified or other circumstances
<br />arise that would affect the Project's eligibility for exemption from CEQA review, prior to
<br />submitting an application for land use approvals for the Project, Developer shall cause to be
<br />performed any additional environmental studies required by the City in connection with
<br />ATY/AGR/2017.218/RWC — BRADFORD — DDA
<br />REV: 09-18-11 VR
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