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TCDA Resolution No. 24-02 CITY OF TIGARD, OREGON TOWN CENTER DEVELOPMENT AGENCY RESOLUTION NO. 24- A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OF THE TOWN CENTER DEVELOPMENT AGENCY TO SIGN A DEVELOPMENT ASSISTANCE AGREEMENT WITH COMMUNITY PARTNERS FOR AFFORDABLE HOUSING FOR THE WOODLAND HEARTH AFFORDABLE HOUSING PROJECT WHEREAS, the City of Tigard Strategic Plan 2020-2025 includes Objective 3.3 "Understand the effects of development on vulnerable Tigard residents and mitigate these impacts within projects and over time;" and WHEREAS, the Tigard Triangle Urban Renewal Plan includes Objective 5.4 to assist in the development of affordable and workforce housing; and WHEREAS, "A New Tigard Triangle: Planning for Equitable Development," the implementation strategy for the Tigard Triangle Urban Renewal Plan,lists support for affordable housing as a top priority; and WHEREAS, the Town Center Development Agency budget for FY 2024-25 includes an Affordable Housing Development Fund to make grants and loans that support affordable housing; and WHEREAS, Community Partners for Affordable Housing submitted an application for $500,000 in funding to assist in the development of the Woodland Hearth project with 63 regulated apartments affordable to those making 60% of Area Median Income (AM1) and below; and WHEREAS, the application meets the criteria for Development Assistance funding; and WHEREAS, the Town Center Advisory Commission has recommended approval of the assistance to the Board of the Town Center Development Agency; and WHEREAS, the Development Assistance Agreement sets out the terms and conditions for the Agency to make a $500,000 grant to pay for certain Systems Development Charges that the project will incur. NOW,THEREFORE,BE IT RESOLVED,by the Tigard Town Center Development Agency that: SECTION 1: The Executive Director is authorized to execute the Agreement,in substantially the form attached as Exhibit A, subject to final legal review. SECTION 2: The Executive Director may approve editing or similar changes to Exhibit A that do not materially alter the rights or responsibilities of the parties. TCDA Resolution No. 24-112_ Page 1 SECTION 3: This resolution is effective immediately upon passage. PASSED: This ,' Ada ofde:4161k 7- , 2024. Chair—City of Tigard Town Center Development Agency ATTEST: Recorder—City of Tigard Town Center Development Agency TCDA Resolution No. 24-L Page 2 Exhibit A DEVELOPMENT GRANT AGREEMENT THIS DEVELOPMENT GRANT AGREEMENT ("Agreement") is made this day of 2024 ("Effective Date") by and between the Town Center Development Agency, an ORS Chapter 457 urban renewal agency ("TCDA") and Community Partners for Affordable Housing, an Oregon nonprofit corporation ("CPAH"). TCDA and CPAH may be referred to in this Agreement jointly as the "Parties" and individually as a "Party." RECITALS A. CPAH intends to develop property located at 7595 SW Torchwood Street ("Property") with the Woodland Hearth project ("Project"). CPAH will be the developer of the project and the general partner of a limited partnership (the "Partnership") that will own the Project. B. The Project will include a total of 63 units, which shall be affordable to those making 60% or below the Area Median Income (AMI). This affordability requirement will remain in place for 60 years from certificate of occupancy. C. TCDA has determined that the Project furthers many of its goals for the Tigard Triangle area because it provides deeply affordable and family sized apartments, provides equitable economic opportunities, and mitigates environmental issues. D. TCDA has identified funds it will make available to developments like the Project and CPAH qualifies as the receipt of such funds. E. The Parties desire to enter into the Agreement for TCDA to provide development assistance to CPAH for the development of the Project. F. The completion of the Project according to the terms of this Agreement is a material inducement to TCDA to enter into this Agreement. NOW, THEREFORE,in consideration of the public benefits to be created by the development of the Project and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT 1. CPAH PROJECT DEVELOPMENT 1.1 Subject to events and circumstances outside of CPAH's reasonable control, CPAH will use commercially reasonable efforts to begin construction of the Project no later than June 30, 2025. 1.2 This Agreement is not intended to be a contract providing for construction of the Project by TCDA either directly or through a contractor and CPAH is not developing the Project for or Development Assistance Agreement- 1 on behalf of TCDA or the City. CPAH is solely responsible for selecting a construction contractor for the Project. The rights and responsibilities of CPAH, the general construction contractor and any subcontractors, shall be provided for in separate contracts to which TCDA is not a party. 2. TCDA FINANCIAL ASSISTANCE 2.1 Subject to the provisions of this Section 2,TCDA will pay to CPAH $500,000 to cover costs of the Project ("Financial Assistance") within ten business days of CPAH meeting the conditions of payment. 2.2 As a condition to payment, CPAH will provide TCDA with evidence of the following: 2.2.1 That CPAH will enter into a regulatory agreement with the State of Oregon Housing and Community Services Department ("OHCS") to ensure that the apartments in the Project will be affordable to those making 60% or below the Area Median Income, as adjusted for household size, as determined by OHCS for a period of at least sixty years from certificate of occupancy. 2.2.2 That the Project will include the following mix of unit sizes: five studios, eighteen 1- bedroom units, seventeen 2-bedroom units, nineteen 3-bedroom units, and four 4-bedroom units. Any change in this allocation requires approval of the TCDA. 2.2.3 That the Project has met the goal of 35% MWESB/SDVBE COBID certified and non-certified firm participation and professional services for the project, the city in its reasonable discretion will determine that this condition has been met. 2.2.4 The building has received final certificate of occupancy from the city. 2.3 Subject to Section 1.1 above, this Agreement expires on December 31, 2027, after which time TCDA has no financial obligation to CPAH unless the Parties extend the term of this Agreement in writing. Parties agree to use commercially reasonable efforts to extend this Agreement if unforeseen conditions outside of CPAH's control delay construction beyond 2027. 2.4 CPAH may use the Financial Assistance to make a loan to the Partnership to help finance the development of the Project. 3. REPRESENTATIONS,WARRANTIES,AND COVENANTS OF CPAH To induce TCDA to enter into this Agreement, CPAH represents,warrants, and covenants as follows: Page 2 Development Assitance Agreement 3.1 Existence. CPAH is a nonprofit corporation, duly organized and validly existing under the laws of the State of Oregon. CPAH will keep in force all licenses and permits necessary to the proper conduct of its ownership and operation of the Project. 3.2 Compliance with Laws. CPAH and/or the Partnership will comply with, or cause the Project to comply with, all laws, ordinances, statutes, rules, regulations, orders, injunctions, or decrees of any government agency or instrumentality applicable to CPAH, the Partnership, the Project, or the operation thereof, including (a) all applicable health and safety, environmental, and zoning laws, (b) all federal and state tax laws, and (c) all restrictions on the use, occupancy or operation of the Project. 3.3 Authority. CPAH has full power and authority to conduct all of the activities that are now conducted by it or proposed to be conducted by it in connection with the Project and as contemplated by this Agreement, and to execute, deliver, and perform all obligations under this Agreement; and the person executing this Agreement on behalf of CPAH has the legal power, right and actual authority to bind CPAH to the terms and conditions of this Agreement. 3.4 Title. The Partnership owns and holds good and marketable fee simple title to the Property. 3.5 Development Issues. CPAH is aware of no identifiable issue(s) that would preclude development of the Project or CPAH's ability to obtain sufficient financing for the construction or the Partnership's permanent ownership of the Project. 3.6 Binding Agreement. This Agreement and all documents required to be executed by CPAH are and shall be valid,legally binding obligations of and enforceable against CPAH in accordance with their terms. 3.7 No Conflict with Other Agreements. Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referred to herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which CPAH is a party. 3.8 Indemnity. CPAH shall indemnify and hold TCDA, its directors, officers, employees and agents harmless from and against any and all liabilities, claims, losses, damages, or expenses (including attorney fees and title costs and expenses) which any of them may suffer or incur in connection with (a) the inaccuracy of any of the representations and warranties made herein, (b) any transaction contemplated by this, and (c) the construction or operation of the Project, except to the extent such liabilities, claims, losses, damages, or expenses arise from the negligence or misconduct of TCDA. IPage 3 Development Assitance Agreement 3.9 Additional Acts. From time to time, CPAH will execute and deliver all such instruments, provide such additional information, and perform all such other acts as TCDA may reasonably request to carry out the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall CPAH be required to execute or deliver any instrument or perform any act required pursuant to this Section to the extent such instrument or act imposes a material additional obligation or liability on CPAH or materially adversely affects CPAH or the Project. 4. EVENTS OF DEFAULT The occurrence of any one or more of the following shall be an event of default ("Event of Default") under this Agreement: 4.1 Failure to Disclose Material Facts. CPAH deliberately fails to disclose any fact material to TCDA's provision of financial assistance, or upon discovery by TCDA of any material misrepresentation by CPAH with respect to the Project or TCDA's provision of financial assistance. 4.2 Non-Compliance with Governmental Regulations. CPAH fails to show evidence of full or substantial compliance with any lawful, material requirement of any governmental authority having jurisdiction over the Project or the Property within thirty days after notice in writing of such requirement is given to CPAH by TCDA or, if such compliance cannot be completed within such thirty (30)-day period through the exercise of reasonable diligence, the failure by CPAH to commence the required compliance within such thirty (30)-day period and thereafter to continue such compliance with diligence to completion. 4.3 Other Material Breach. CPAH otherwise materially breaches any term, covenant, condition, provision, representation, or warranty of under this Agreement and fails to cure such breach within thirty (30) days after notice in writing of such breach is given to CPAH by TCDA or, if such breach cannot be cured within such thirty (30)-day period through the exercise of reasonable diligence, the failure by CPAH to commence the required cure within such thirty (30)-day period and thereafter to continue such cure with diligence to completion. 4.4 Failure to Pay. TCDA fails to pay the grant as and when required by Section 2 of this Agreement. 5. DISPUTE RESOLUTION AND REMEDIES If a dispute arises under this Agreement, including an Event of Default, the Party claiming the existence of a dispute or Event of Default will provide written notification of the dispute or Event of Default to the other Party. A meeting will be held promptly between the Parties, attended by representatives of the Parties with decision making authority regarding the dispute or Event of Default to attempt in good faith to negotiate a resolution of the dispute or Event of Default. If the Parties are not successful in resolving a dispute or Event of Default within twenty-one (21) days, the Page 4 Development Assitance Agreement Parties may pursue relief in a court of competent jurisdiction. Venue will be in the Washington County Circuit Court. 6. ASSIGNMENT AND TRANSFER PROVISIONS 6.1 Restrictions on Assignments. Except as provided in this Section 6, CPAH may not partially or wholly transfer CPAH's interest in this Agreement without the prior written approval of the TCDA,which may be withheld in TCDA's reasonable discretion. 6.2 Approved Transfers. Notwithstanding Section 6.1 above, and provided that CPAH provides TCDA with copies of all agreements related to the transfer,TCDA hereby consents to: 6.2.1 An assignment of CPAH's rights under this Agreement to any entity in which CPAH or an affiliate thereof owns a direct or indirect interest. 6.2.2 An assignment of CPAH's rights under this Agreement to any person or entity upon substantial completion of Project construction, and subject to CPAH's satisfaction of the conditions in Section 2.3 of this Agreement. 6.2.3 The collateral assignment of rights under this Agreement to any mortgagee. For purposes of this Section 6.2.2, "Mortgagee" means the holder of any mortgage, deed of trust, or instrument securing debt or equity obtained to finance the construction of the Project, together with any successor or assignee of such holder. TCDA will cooperate with CPAH and enter into commercially reasonable amendments to this Agreement if and as required by any lender, equity provider or financier providing equity or debt to the Project. 7. MISCELLANEOUS 7.1 Counterparts. This Agreement may be executed in any number of counterparts, and any single counterpart or set of counterparts signed, in either case, by all the parties hereto will constitute a full and original instrument, but all of which will together constitute one and the same instrument. 7.2 Notice. Any notice required or permitted under this Agreement will be in writing and deemed effective; (1) when actually delivered in person, (2) one business day after deposit with a commercial courier service for "next day" delivery, (3) two business days after having been deposited in the United States mail as certified or registered mail, or (4) when transmitted by facsimile answer back or receipt confirmed), addressed to the parties as follows: If to CPAH: Community Partners for Affordable Housing 6380 SW Capitol Hwy Portland, OR 97239 Page 5 Development Assitance Agreement If to TCDA: Town Center Development Agency of the City of Tigard 13125 SW Hall Blvd Tigard, Oregon 97223 with a copy to: City Attorney City of Tigard 13125 SW Hall Blvd Tigard, Oregon 97223 7.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns. 7.4 Governing Law. This Agreement will be governed by and construed under Oregon law. 7.5 Modification;Prior Agreements; Headings. This Agreement may not be modified or amended except by an instrument in writing signed by the Parties.This Agreement reflects and sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. The headings in this Agreement are for the purpose of reference only and will not limit or otherwise affect any of the terms hereof. 7.6 Validity; Severability. If any provision of this Agreement is held to be invalid, such event will not affect, in any respect whatsoever, the validity of the remainder of this Agreement, and the remainder will be construed without the invalid provision so as to carry out the intent of the parties to the extent possible without the invalid provision. 7.7 Time of Essence. Time is of the essence of this Agreement. 7.8 Waivers. No waiver made by either Party with respect to the performance, or manner or time thereof, of any obligation of the other Party or any condition inuring to its benefit under this Agreement will be of any force or effect unless in writing, will be construed to be a continuing waiver, and will be considered a waiver of any other rights of the Party making the waiver. 7.9 No Partnership. Nothing contained in this Agreement or any acts of the Parties hereby will be deemed or construed by the Parties, or by any third person, to create the relationship of principal and agent, or of partnership, or of joint venture, or any association between any of the Parties other than that of independent contracting parties. Page 6 Development Assitance Agreement 7.10 Non-Waiver of Government Rights. Subject to the terms and conditions of this Agreement, by making this Agreement,TCDA is specifically not obligating itself, the City, or any other agency with respect to any discretionary action relating to development or construction of the Project, including, but not limited to, permits or any other governmental approvals which are or may be required, except as expressly set forth herein. 7.11 No Third-Party Beneficiary Rights. No person other than a Party is an intended beneficiary of this Agreement, and no person other than a Party may have any right to enforce any term of this Agreement. 7.12 Administrative Convenience. For administrative convenience, if the Project owes fees in excess of the grant amount to the City of Tigard,TCDA may make the payment directly to the City. Notwithstanding the foregoing, the payment made to the City will be considered a grant to CPAH for the benefit of the Project. [Signature page follows] Page 7 Development Assitance Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Executed in multiple counterparts as of the day and year above written. TOWN CENTER DEVELOPMENT AGENCY, an ORS 457 Urban Renewal Agency, By: Steve Rymer, Executive Director of the Town Center Development Agency of the City of Tigard Signed: APPROVED AS TO FORM: By: Shelby Rihala, City Attorney Community Partners for Affordable Housing an Oregon nonprofit corporation By: Rachael Duke, Executive Director 1 Page 8 Development Assitance Agreement